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Zotefoams plc
Annual Report 2024
Contents
Strategic Report
3
An introduction from Ronan Cox, Group CEO
4
Group at a glance
6
Our external context
8
Our addressable markets
9
Expanding our strategy
12
Market verticals
13
Expanding our footprint
14
Expanding our innovation capabilities
18
Our manufacturing process
20
Our business model
21
Expanding our leadership
22
Chair’s statement
23
Group CEO’s review
30
Group CFO’s review
38
Risk management and principal risks
51
Viability statement
52
Non-financial information statement
53
S172(1) statement
56
Environmental, social and governance
(ESG) report
Governance
72
Board of Directors
74
Corporate governance
77
Audit Commiee report
81
Nomination Commiee report
84
Directors’ Remuneration report
98
Directors’ report
101
Statement of Directors’ responsibilities
Financial Statements
102
Independent auditor’s report
107
Consolidated income statement
108
Consolidated statement of
comprehensive income
109
Consolidated statement of
financial position
110
Company statement of financial position
111
Consolidated statement of cash flows
112
Company statement of cash flows
113
Consolidated statement of changes in equity
114
Company statement of changes in equity
115
Notes
154
Five-year trading summary
155
Notice of the 2025 Annual General Meeting
159
Appendix to Notice of the
2025 Annual General Meeting
160
Company information
160
Financial calendar
FINANCIAL KPIs
Group revenue
£147.8m
Change
+16%
2023
£127.0m
Gross margin
31.2%
Change
-110 bps
2023
32.3%
Operating profit before
exceptional items
£18.1m
Change
+20%
2023
£15.1m
Operating profit
£3.0m
Change
-81%
2023
£15.1m
Profit before tax and
exceptional items
£15.3m
Change
+19%
2023
£12.8m
Profit before tax
£0.2m
Change
-99%
2023
£12.8m
Basic earnings per share
before exceptional items
25.95p
Change
+37%
2023
19.00p
Basic (loss)/earnings per share
(5.66)p
Change
-130%
2023
19.00p
Total dividend for the year
7.48p
Change
+4.2%
2023
7.18p
Return on capital employed
11.7%
Change
+140 bps
2023
10.3%
AN INTRODUCTION
FROM RONAN COX,
GROUP CEO
We are expanding
beyond the core.
2024 was another
record-breaking year for
Zotefoams. We continued
to exceed expectations
by delivering strong
revenue growth and
enhanced underlying profitability. This success
was driven by the continued growth in sales of our
high-performance products range, highlighting
the significant opportunities in high-value,
high-margin applications.
At Zotefoams, ambition has always driven our success, and in 2025 we are raising
the bar once again as we embark on a transformational journey that will see us
expand beyond our core.
The most significant shift will be our pivot from a product-focused to a market-driven
approach, aligning closer with the industries that demand high-value applications.
This will strengthen customer partnerships, extend our reach across the value
chain, and unlock new opportunities for sustainable, high-margin growth.
Ronan Cox
Group CEO
Strategic Report
Governance
Zotefoams plc
Annual Report 2024
3
Financial Statements
GROUP AT A GLANCE
Zotefoams
produces a wide range of innovative products
that are critical components in everyday applications.
Local manufacturing
presence in Kentucky
for the Polyolefin
Foams business and
cuing operation in
Oklahoma to service
the construction market.
Local representation
for our High-Performance
Products (HPP) business,
including T-FIT®
technical insulation.
North America
19%
(2023
21%
)
Group headquarters
and main factory,
manufacturing
polyolefin foams and
high-performance
products for sale globally.
United Kingdom
9%
(2023
9%
)
Significant market for
polyolefin foams. Local
manufacturing presence
in Brzeg, south-west
Poland, servicing the
Polyolefin Foams and
HPP business units.
Sufficient land has been
purchased to allow
larger-scale operations
in the future.
Continental Europe
21%
(2023
26%
)
T-FIT® manufacturing
in China for sales of
insulation products
globally. Local
representation for our
HPP business. Joint
venture with INOAC
Corporation for AZOTE®
polyolefin foams sales
in Asia. Commercial
operation in India for
T-FIT insulation.
Rest of the world
51%
(2023
44%
)
Manufacturing locations and capabilities
Share of Group revenue by point of sale
North America
United Kingdom
Continental Europe
Rest of the world
Zotefoams plc
Annual Report 2024
4
AUTOCLAVE TECHNOLOGY
Polyolefin foams
AZOTE®
HPP
ZOTEK®
HPP
T-FIT®
Premium durable foams
Uniformly dense foam sheets
with a consistent cell structure.
These foam sheets and blocks
are manufactured from common
polymers using our unique
nitrogen-expansion process.
Lightweight technical foams
Foams which offer superior
technical properties, such as
energy management, durability and
heat and/or fire resistance. ZOTEK
foams are manufactured from
engineering polymers using our
unique nitrogen-expansion process.
Technical insulation
A range of insulation products
manufactured from Zotefoams’
own ZOTEK block foam materials.
T-FIT insulation products are
purpose-designed to perform
in demanding environments.
Key markets served
_
Automotive
_
Aviation
_
Building and construction
_
Industrial
_
Marine
_
Medical
_
Military
_
Product protection
_
Sports and leisure
Key market drivers
_
Lightweighting
_
Fire safety
_
Energy saving
_
Durability
_
Reduced toxicity
Key market drivers
_
Lightweighting
_
High-technology insulation
_
Fire safety
_
Personal safety
_
Durability
_
Sports and leisure
Key market drivers
_
Ageing population
_
Reduced toxicity
_
Demographic changes
_
Energy saving
Key markets served
_
Athletic footwear
_
Automotive
_
Aviation
_
Construction
_
Product protection
Key markets served
_
Food and personal care
manufacturing
_
High-temperature
processing environments
_
Pharmaceutical, biotech
and semiconductor
cleanrooms
Revenue by business unit (%)
Revenue by industry (%)
2024
2023
Product Protection
Aviation
Automotive
Sports & Leisure
Building & Construction
Industrial
Medical
Other
0
10
20
30
40
50
2024
2023
HPP
54%
Polyolefin Foams
46%
HPP
46%
Polyolefin Foams
54%
Strategic Report
Governance
Zotefoams plc
Annual Report 2024
5
Financial Statements
We have built a clear long-term strategy for growth based
around three long-term global megatrends that are driving
demand for our products.
Understanding these market trends informs our strategy and
product development, as well as the allocation of our resources.
Given the diversity of applications for foam, it is not possible to
track every use for our materials, and a new idea or application
may come from a foam converter, an end-user or from within
Zotefoams. We therefore actively monitor these and maintain
flexibility to react to a wide variety of possibilities.
Sometimes, as happened during the pandemic, short-term
factors distort longer-term trends. With clarity of purpose and
an understanding of the fundamental drivers of our business
environment, we will make adjustments to our short-term
approach, such as limiting expenses and capital expenditure,
while ensuring that our longer-term goals remain achievable.
OUR EXTERNAL CONTEXT
We deliver stakeholder value by using proprietary technology
to create a portfolio of differentiated products.
We focus
resources primarily on markets where we have a right to win.
We intend to develop our business through sustained high
levels of organic growth and, where appropriate, through
partnerships or acquisitions.
Environment
Optimising the use of scarce resources has become a
universal driver. Lightweighting is fundamental to reducing
fuel usage and controlling emissions for the aviation and
automotive industries. High-quality insulation conserves
thermal energy.
Much of our AZOTE® foam range is used in permanent
packaging or packaging that is designed to be reused,
while foams used in transportation are normally specified
to the lightest weight for the required physical performance.
Zotefoams products typically use less plastic than
competitive solutions due to the cell structure of foam
made in our autoclave process, giving us both a cost and
environmental advantage.
With sustainability and carbon reduction a priority,
the Ecozote® Sustainability+ foams range builds on the
underlying sustainability credentials of all our block foams
– lightweight, durable and foamed using nitrogen borrowed
from the atmosphere – to give customers and end-users
additional choices to address market- or application-specific
requirements. Initial products in the range are low-density
polyethylene foams with 30% recycled content.
Zotefoams plc
Annual Report 2024
6
Demographics
Beer healthcare has created a population boom, especially
in older age groups, while globally, discretionary spending
power is rising rapidly. Demand for healthcare products is
accelerating. Wealthier and more discerning consumers are
driving growth rates in other industries such as food and
drink, sports equipment and transportation.
Transport, medical and sports and leisure applications
account for around 55% of sales directly, while our T-FIT®
insulation products – demand for which is currently linked to
semiconductor, pharmaceutical and biotech manufacturing
– account for a further 5% of sales.
Regulation
Regulatory pressures, primarily to safeguard consumers,
are driving up standards worldwide. These standards
in turn create demand for both safer products and
protective equipment.
Regulatory requirements mainly cover the performance
of end-use products, although there are specific tests for
fire performance and toxicity limits in foams for certain
industries and jurisdictions. Zotefoams provides specifically
tested materials for semiconductor, pharmaceutical and
biotech manufacture and automotive, aircraft and rail
insulation and provides validated materials for medical
transportation and devices, and military storage and
personnel protection. Our technical team is closely involved
in developing new materials to meet and anticipate changes
in standards and we are currently working on projects for
automotive baeries, high-tech composites, foams from
recycled materials and foams which can be more easily
recycled. We sell AZOTE grades for automotive, medical and
packaging designed to minimise emissions and/or meet
specific purity requirements. Around half of Zotefoams’
revenue from foams in 2024 came from products with specific
properties tested to customer requirements, although not
all of this was demonstrably for regulation compliance.
Plastazote® foam, from our AZOTE polyolefin foams range,
is the most frequently cited thermoplastic foam in medical
literature due to its purity and hypoallergenic characteristics.
It meets ISO 10993 standards for evaluating the
biocompatibility of medical devices and is the material
of choice for skin contact applications.
Strategic Report
Governance
Zotefoams plc
Annual Report 2024
7
Financial Statements
We operate in a global and diverse market,
serving
a wide range of industries where high-value foam
applications play a critical role and there is a large
runway for growth.
OUR ADDRESSABLE MARKETS
Global polymer foam market
1
High-value foam segment
1
1
Zotefoams proprietary market study, 2024
2023
£106bn
2029
£135bn
2023
£15bn
2029
£17bn
Our existing market share
Zotefoams’ current core business focuses on
a portion of the polyolefin foam market, with
some participation in select high-performance
engineered polymer foam applications.
Zotefoams’ addressable market has historically
been limited to £800m within these segments.
Global PE, crosslinked block foam market size
Global Zotefoams market share
8%
North America Zotefoams market share
11%
Europe Zotefoams market share
30%
£800m
Sports & Leisure
Footwear
Aerospace
Auto & Other Transport
Industrial Packaging
Medical
Construction & Insulation
Source: Kline & Company
Global polymer foam market
£106bn
Addressable market
£15bn
Zotefoams plc
Annual Report 2024
8
Our refined strategic approach
will ensure that we go
even further in fulfilling our purpose to create optimal
material solutions for the benefit of society.
INDUSTRY AND CUSTOMER FOCUS
1. From product
to industry
CLOSER TO THE CUSTOMER
2. Expanding
geographic reach
INNOVATION AND SUSTAINABILITY
LEADERSHIP
3. Sustainable
innovation
HIGH PERFORMING TEAMS
5. Executing the
strategy
M&A BEYOND THE CORE
4. Extending
capabilities and moving
up the value chain
EXPANDING OUR STRATEGY
OUR STRATEGY HAS EVOLVED TO
ACCELERATE OUR GROWTH AMBITIONS
Strategic Report
Governance
Zotefoams plc
Annual Report 2024
9
Financial Statements
EXPANDING OUR STRATEGY
(CONT.)
INDUSTRY AND
CUSTOMER FOCUS
1. From product
to industry
Consumer & Lifestyle,
Transport & Smart
Technologies and
Construction & Other
Industrial
Our right to win
As a world leader in supercritical
fluid foaming, Zotefoams has
pioneered the development of
uniquely sustainable materials
for over 100 years. Our highly technical
proprietary process enables us to
create products that are unmatched
– delivering the performance, reliability
and sustainability demanded by
high-specification markets.
Market focus
To unlock the next phase of our
growth and align even closer with
our customers and end-users, we
are shifting towards a market-driven
approach. Following an extensive
market study, we have identified
Consumer & Lifestyle, Transport
& Smart Technologies and Construction
& Other Industrial as the key markets
where high-value foam applications
play a critical role and we have a
strong right to win.
These markets present significant
opportunities to scale our business
with both existing and new customers.
This strategic shift will also see us
moving further up the value chain –
evolving from a material provider to
a true solutions partner.
CLOSER TO
THE CUSTOMER
2. Expanding
geographic reach
Leveraging new technology
and skills to get closer to
our customers
Enhancing customer experience
The commercial team realignment
to a market-focused approach will
enable us to beer understand
our customers’ needs, allowing
us to enhance their journey with
us while delivering value and
solutions-driven support.
This extends to understanding
where our customers need us to
be, and strengthening our customer
relationships will also require
strategic decisions about our
physical manufacturing presence.
Puing supply where demand is
We are making significant
infrastructure investments to position
ourselves closer to key customers,
enabling us to proactively meet their
needs and support their growth.
By establishing a local presence in
strategic locations, we are unlocking
opportunities that were previously out
of reach, strengthening partnerships,
and creating a more responsive,
customer-focused supply chain.
The most significant example
of this strategy is our expansion
into Asia, where we will establish
manufacturing and innovation
capabilities to support continued
growth and deeper collaboration
with Nike.
INNOVATION AND
SUSTAINABILITY
LEADERSHIP
3. Sustainable
innovation
Harnessing heritage with new
technology and AI to develop
the next generation of
sustainable industry solutions
Expanding our innovation capabilities
At the heart of our strategy is a relentless
focus on innovation, which we see as a
transformative opportunity for the Group.
Our innovation commitment
In 2025, we will launch our UK Innovation
Centre of Excellence, as well as our first
Market Focused Innovation Centre –
a Footwear Innovation Centre in Busan,
South Korea – in close proximity to our
end-customer. This model will enable us
to work more closely and collaboratively
with customers, delivering tailored
solutions that anticipate their evolving
needs while strengthening our proximity
to raw material sources, enhancing
both efficiency and sustainability.
Meeting our customers’ future needs
The launch of our Footwear Innovation
Centre will support our transition towards
3D pre-forms for Nike, marking a major
shift from supplying raw material in sheets
to producing near-net shape products.
This offers significant sustainability
benefits, including reduced material waste
and lower energy consumption, all while
streamlining Nike’s production process.
Next-generation autoclave technology
Another critical advancement is our
investment in new autoclave technology.
This shift moves us towards a more agile,
less capital-intensive model, enabling us to
enhance customer proximity and improve
responsiveness. By breaking installations
into smaller, faster investments, we gain
the flexibility to scale efficiently while
maintaining our innovation edge.
Zotefoams plc
Annual Report 2024
10
M&A BEYOND
THE CORE
4. Extending
capabilities
and moving up
the value chain
Going beyond supercritical
fluid foam sheets to extend
capabilities, unlock new
formats and applications,
and secure greater margin
opportunities
Strong foundations for growth
In addition to significant opportunities
for organic growth, we also recognise
the value of expanding our capabilities,
market reach and innovation pipeline
through acquisition. We are actively
exploring opportunities that will
complement and enhance our strategic
direction by extending our capabilities
and accelerating our move up the value
chain. In preparation for this, we are
laying the groundwork for successful
integration by simplifying our structure,
processes and systems, ensuring we
are ready to scale efficiently.
HIGH PERFORMING
TEAMS
5. Executing
the strategy
Developing and hiring
the best people to lead
collaborative, results-driven
teams that seize the freedom
to operate within a framework
Delivery culture
We believe that our people are the
foundations on which we will successfully
deliver our strategic objectives. We are
commied to developing, retaining and
hiring growth-minded, solutions-focused
employees who are motivated by our
values. By empowering them with the
freedom to operate and maintaining
a sharp focus on performance and
delivery, we will build bold ambition
across the business.
A realigned global commercial team
will strengthen customer relationships
and drive pipeline growth, while a
newly formed global innovation team
will accelerate the development and
launch of new products and solutions.
Investing in growth and efficiency
We will simplify our business and
manage costs effectively, ensuring
that resources are directed towards
areas that create the most value and
long-term growth. As part of this
approach, we are also investing in
early careers programmes to build
a strong pipeline of future talent.
Our success will depend on us
executing this proactive strategy
with a clear commitment to our
people – a commitment that will drive
lasting impact across the Group.
Strategic Report
Governance
Zotefoams plc
Annual Report 2024
11
Financial Statements
MARKET VERTICALS
Consumer
& Lifestyle
Footwear and premium consumer
goods applications
Transport & Smart
Technologies
Automotive, aviation and high-specification
industries requiring advanced material solutions
Construction
& Other Industrial
Supporting building, infrastructure and
specialised industrial applications
Addressable market
Premium & Performance
Footwear
Consumer & Lifestyle
Sports Surfaces
Recreational/Sports
Equipment
High-impact Protective Gear
8%
12%
7%
73%
£1.1bn
Transport & Smart Technologies 2024 sales
£55.0m
Construction & Industrial 2024 sales
£20.1m
Medical Devices
23%
Other
10%
Industrial Packaging
53%
Automotive &
Other Transport
8%
Aerospace
6%
Transport & Smart Tech
£9.0bn
Addressable market
Addressable market
Construction & Insulation
Construction &
Other Industrial
Industrial Applications
8%
92%
£4.3bn
Consumer & Lifestyle 2024 sales
£72.7m
Zotefoams plc
Annual Report 2024
12
EXPANDING OUR FOOTPRINT
Current geographic locations
Expanding capabilities in region
Factory/Plant
Sales office
Innovation
Centre
Zotefoams Midwest
Tulsa, OK, USA
Foam-cuing
Capacity and capability
investment
Zotefoams Inc
Walton, KY, USA
Foam manufacture
Capacity and capability
investment
UK
Innovation Centre
South Korea
Footwear Innovation
Centre
Vietnam
Ho Chi Minh City
Footwear manufacture
Zotefoams T-FIT
Material Technology
(Kunshan) China
T-FIT®
products
manufacture
T-FIT Insulation
Solutions
Ahmedabad, India
T-FIT
® sales operation
Factory/Plant
Sales office
Zotefoams Midwest
Tulsa, OK, USA
Foam-cuing
Zotefoams Inc
Walton, KY, USA
Foam manufacture
Zotefoams Poland
Brzeg
Foam manufacture
Zotefoams plc
Croydon UK
Foam manufacture
AZOTE® Asia
Hong Kong
Sales Joint Venture
Strategic Report
Governance
Zotefoams plc
Annual Report 2024
13
Financial Statements
Innovation in advanced foam materials has always
been at the heart of the Zotefoams business
model.
For over 100 years, we have pioneered the
development of uniquely sustainable materials
using supercritical fluid foaming technology.
What is supercritical fluid foaming?
The principle of foaming using supercritical fluids is
simple: we borrow an inert gas from the atmosphere
and turn this into a supercritical fluid which we
dissolve into a polymer. Then, under controlled
conditions, we allow the fluid trapped in the polymer
to return into a gas state which, in doing so,
expands the polymer into a foam. This process
requires significant know-how around both the
equipment and the materials to produce
good-quality foams efficiently.
Both nitrogen (N
2
) and carbon dioxide (CO
2
) can be
used as the supercritical fluid because they are inert,
non-toxic and easily recoverable. This eliminates the
need for chemical foaming agents, produces products
of equivalent performance using less raw material and
consumes fewer resources, while also creating lighter,
more durable foams. We primarily use nitrogen in our
processes – not only is it the most environmentally
friendly option, but it also produces unparalleled
product performance characteristics.
EXPANDING OUR INNOVATION
CAPABILITIES
INNOVAT
IS IN OUR DNA
14
Zotefoams plc
Annual Report 2024
TION
A hub-and-spoke approach
to innovation
To accelerate the impact of innovation, we are
adopting a hub and spoke model:
_
UK Innovation Centre of Excellence (hub):
a dedicated centre focused on developing platform
technologies that drive long-term innovation
_
Market-focused Innovation Centres (spokes):
embedded centres tailored to specific industries,
ensuring that innovation is customer-centric and
directly aligned with market needs.
This model ensures that our innovation pipeline is
both strategic and agile, combining cuing-edge
technology development with real-world applications
in key markets.
Strategic Report
Governance
15
Financial Statements
Zotefoams plc
Annual Report 2024
EXPANDING OUR INNOVATION
CAPABILITIES
(CONT.)
Picking the right projects
The key to successful innovation lies in choosing
the right opportunities. By embedding our
market-focused Innovation Centres within strategic
growth areas – Consumer & Lifestyle, Transport
& Smart Technologies, Construction & Other Industrial
Applications – we ensure that our effort is targeted
where we have a deep expertise and a strong right
to win.
Working alongside academic institutions, raw
material suppliers and equipment manufacturers,
our UK Innovation Centre of Excellence will develop
breakthrough technologies that can be efficiently
implemented through our market-specific
Innovation Centres.
Expanding our capabilities
Our UK Innovation Centre of Excellence,
independent from production facilities, will drive
our technology leadership while safeguarding
our intellectual property.
With over 100 years of supercritical fluid foam
experience, we are now expanding our capability
beyond raw materials to deliver fully engineered
solutions to our customers.
Footwear Innovation Centre
One of our most exciting innovations is in footwear
technology, where we are redefining performance, efficiency
and sustainability.
To support this, the first Innovation Centre that we will launch
will be our Footwear Innovation Centre in South Korea,
located near our key customer and their Tier 1 manufacturing
partners. This proximity will allow us to work directly with
customers, implementing new developments into specific
shoe models.
Breakthrough technologies
By combining localised innovation with cuing-edge
materials science, we can collaborate more effectively
to develop sustainable footwear solutions across a range
of polymers.
Recent major advancements include:
3D foam midsole: eliminates over 90% of waste compared
with traditional processes.
Zotefoams plc
Annual Report 2024
16
Digital transformation
We are harnessing the power of AI to accelerate
development cycles, reducing time to market for
our next generations solutions.
Sustainability focus
Our focus is on sustainable innovation – both enhancing
existing technologies and developing new solutions to
reduce energy consumption, emissions and waste
across the entire value chain.
Shaping the future of foam technology
At Zotefoams, innovation is not just about staying
ahead; it’s about leading the way. Our investment in
sustainable, high-performance materials ensures that
we remain the preferred partner for industries looking
to push the boundaries of lightweight, durable and
sustainable materials.
By placing innovation at the heart of our business
model, we don’t just respond to market shifts;
we define them.
Strategic Report
Governance
17
Financial Statements
Zotefoams plc
Annual Report 2024
OUR MANUFACTURING PROCESS
The Zotefoams difference.
Zotefoams
manufactures a wide range of closed-cell,
crosslinked, lightweight, block foams using
variations of our unique nitrogen-expansion
manufacturing process.
Our core foaming technology remains a key differentiator and is highly applicable across the industries
we serve, where our scale and automation offer efficiencies and consistency at industrial volumes.
Polymer
granules
feed
Stage
1
Stage
2
Zotefoams plc
Annual Report 2024
18
Extrusion and crosslinking
Polymer and any additives (colours, fire retardants,
conductive agents) are extruded into a continuous
solid plate. The plate passes through an oven which
activates the crosslinking process. The plate then
cools and is cut into slabs.
Slabs are loaded into a high-pressure autoclave.
The material is heated above its melting point and
pressurised with pure nitrogen gas. Over a long period
of time, the nitrogen gas diffuses into the slabs. A rapid
depressurisation destabilises the absorbed nitrogen
nucleating cells in the slab. The slabs are then cooled
under pressure in the autoclave, locking the nitrogen
in the unexpanded slabs, prior to them being unloaded.
Nitrogen saturation
Operating at temperatures up to 250
º
C, this
nitrogen-based process is extremely flexible,
allowing us to foam a wide range of polymers.
The combination of foaming process and polymer
performance delivers properties such as excellent
fire resistance, high-temperature stability,
toughness and insulation, which are prized
in a wide range of demanding applications.
Expansion
The nitrogen-charged slabs are loaded into a large
lower-pressure autoclave and, under moderate
pressure, are heated to above their melting point.
When the pressure is reduced, the nitrogen expands,
turning the slabs into larger foam sheets. This
expansion process is unconstrained, so is uniform
in each dimension.
Stage
2
Stage
3
Stage
3
Stage
1
Scan the QR code to see
our process in action
zote.info/3NAZPrP
Strategic Report
Governance
Zotefoams plc
Annual Report 2024
19
Financial Statements
OUR BUSINESS MODEL
How our business is evolving.
Leveraging unique
technology through innovation, aligning with an industry
focus and being where our customers need us.
Our core proprietary technology
allows us to build and expand into
new variants and processes
The differential advantage is the use
of autoclaves, developed from over
a century of experience, using a
nitrogen-based process to produce
light weight advanced materials that
deliver enhanced performance and
safety while using less foam
Going narrow and deep in
industries with runways for
growth and right to win
Positioned for high-value
markets and end-use
applications
Consumer & Lifestyle
Transport & Smart
Technologies
Construction & Other
Industrial
Our capabilities help us get
closer to our customers
Expansion of capacity and
capabilities into all important
geographies; we have
positioned ourselves where
our customers need us
Increased in-region
capabilities drive down
distribution costs and
improve service levels
Our 100+ years of heritage
drives continuous innovation
to remain market leaders
Innovation Centres to evolve
current, and invest in new,
technology to reduce energy
of manufacture and improve
sustainable offering
Simplify our business with
talent in the right places,
and enhance customer
journey
Global commercial
organisation oriented
to key markets
Complete regional
businesses, light and
effective global functions
Progress along the customer
value chain from foam
provider to solution partner,
delivering sustainable returns
for investors
Influence OEM behaviour,
move up the value chain from
raw material to solutions,
driving earnings-multiple
expansion
World
leader in
supercritical
fluid foams
Zotefoams plc
Annual Report 2024
20
Lydia is responsible for corporate
governance, regulatory compliance
and supporting the Group Executive
Team and Board in fulfilling its
obligations.
Lydia Harra
Company Secretary
Leadership experience
20 years
Simon leads operational activities
across Europe, the Middle East and
Asia, ensuring we align with regional
market trends and customer needs.
Simon Jones
Managing Director, EMEA
Leadership experience
20 years
Karl leads the development of
high-performance applications and
next-generation foam technologies
to ensure Zotefoams remains at the
forefront of material science.
Karl Hewson
Group Innovation Director
Leadership experience
28 years
Clare oversees our people strategy,
which drives our high-performance
culture and ensures we aract,
develop and retain the talent needed
to support our ambitious growth plans.
Clare Farmer
Chief People Officer
Leadership experience
19 years
Dan leads our operational activities
in North America, driving growth and
customer engagement in the region.
Dan Lumpkin
Managing Director, North America
Leadership experience
29 years
Hugh leads our dedicated Footwear
business, bringing deep expertise in
leveraging performance materials to
create high-value solutions for our
Footwear customer.
Hugh Morgan
Managing Director, Footwear
Leadership experience
26 years
Oliver oversees the execution of
our global commercial strategy,
ensuring a strong market focus and
customer-centric approach.
Oliver Ridd
Group Commercial Director
Leadership experience
10 years
Simon leads strategic planning and
execution, ensuring our long-term
vision translates into measurable
business success.
Simon Comer
Group Strategy & Delivery Director
Leadership experience
32 years
Benito is responsible for optimising our
global supply chain and manufacturing
operations, ensuring efficiency,
resilience and sustainability.
Benito Sala
Group Supply Chain &
Operations Director
Leadership experience
26 years
EXPANDING OUR LEADERSHIP
TO BUILD
AMBITION THROUGHOUT THE BUSINESS
Strategic Report
Governance
Zotefoams plc
Annual Report 2024
21
Financial Statements
CHAIR’S STATEMENT
Dear shareholders
2024 represented the beginning of a transition
period for the Group as it sought to invest in
its core business, backed by market-leading
products, and prepared to expand both sector
and geographic presence, underpinned by
innovation and an enhanced leadership team.
We finished the year in a strong position,
with record revenues and profits and a strong
balance sheet. The decision to pause our
investment in ReZorce® Circular Packaging
was difficult but necessary, having been
unable to secure the important investing
partner the Board considered essential to
capture the commercial opportunity the
technology offers. However, this frees up
resources to invest behind an exciting,
refreshed strategy to capture market
opportunities where we believe we have the
right to win and where there is a clear runway
for growth. We are switching from a product
focus to an industry focus, moving closer to
our customers, increasing investment in
sustainable innovation and actively assessing
inorganic growth options to extend our
capabilities. We are investing in our people and
have strengthened our executive leadership
team to execute our strategy. We believe that
this strategy can deliver compelling returns
for our shareholders over the medium term
and put the Group firmly on the pathway to
revenues of over £300m and operating profit
of over £60m. We explain our strategy in more
detail on pages 3 to 17.
Board composition
The Zotefoams Board welcomed a new Group
CEO to the business during the year. Ronan Cox
joined the Board in April 2024 and became Group
CEO following the Annual General Meeting
held on 22 May 2024, replacing David Stirling.
I would like to offer my personal thanks to
David, as well as my thanks on behalf of
everyone connected to Zotefoams for his
significant contributions to the Group during
his 23 years of leadership. On 3 March 2025,
the Board announced that Gary McGrath,
Group CFO, will retire from his role during 2025.
He will remain in his existing role until
31 October 2025 or longer if required, as part
of a managed succession process. I thank
Gary for his ongoing contribution to the
business and wish him the very best in his
future retirement.
Dividend
The Board is proposing a 4% increase in the
final dividend to 5.10p (2023: 4.90p) which, if
approved by shareholders, would make a total
dividend for the year of 7.48p (2023: 7.18p), an
increase of 4.2%. This reflects the Board’s
continued confidence in the Group’s future
and is in line with its progressive dividend
policy, recognising the importance to our
shareholders of the dividend as part of their
overall return. See the Group’s approach to
capital allocation in the Group CFO’s review
on page 34. If approved, the final dividend
will be paid on 2 June 2025 to shareholders
on the register on 2 May 2025.
Sustainability
Our purpose is to provide optimal material
solutions for the benefit of society, reflecting
our knowledge that, used appropriately,
plastics are the best solution for a wide range of
sophisticated, long-term applications typically
delivered by our customers. The Board is
focused on the importance of sustainability,
and we are targeting an increase in our
investment in sustainable innovation while
continuing to consider the impacts of climate
change in everything we do. Further progress
was made in 2024 towards our sustainability
targets. See the Group CEO’s review on
page 25 and the ESG report on pages 56 to 71.
Acting responsibly
The Board leads an ongoing programme to
ensure the highest standards of corporate
governance and integrity across the Group
and has remained abreast of developing
governance standards. The Board’s interactions
and communications with executive
management continue to be excellent and,
as a result, the Board is well placed to challenge,
guide and support executive management
in the delivery of the growth strategy. We
continue to pay particular aention to the
provision of a safe working environment for
our staff across all global locations and to the
empowerment of our employees. The Board
also acknowledges the benefits of diversity,
including that of gender and ethnicity, and is
commied to seing an appropriate tone from
the top in all diversity and inclusion maers.
Looking to the future
Zotefoams has well-invested and
differentiated assets across EMEA and
North America alongside commied, capable
and passionate people and our refreshed
strategy expands the Group beyond this core,
supporting future profitable growth. Our
recently announced investment in Vietnam,
supported by a new Innovation Centre in
Busan, South Korea will ensure that Zotefoams
is in a strong position to amplify the success
of its strategic move in the footwear market,
which now represents the Group’s largest
segment by revenue. While we are mindful of
ongoing macroeconomic and geopolitical
headwinds, we remain confident about our
future prospects for sustainable growth,
improving returns and strong cash generation.
L Drummond
Chair
7 April 2025
A refreshed, focused strategy, prioritising
innovation and profitable growth.
Lynn Drummond
Chair
Zotefoams plc
Annual Report 2024
22
2024
United
Kingdom
Continental
Europe
North
America
Rest of
the world*
Total
Change %
7%
(6%)
6%
37%
16%
Group revenue (£’000)
12,740
30,475
28,696
75,880
147,791
% of Group revenue
9%
21%
19%
51%
100%
2023
Group revenue (£’000)
11,879
32,514
27,195
55,387
126,975
% of Group revenue
9%
26%
21%
44%
100%
*
Rest of the world comprises China: £34.9m (2023: £27.1m) and other countries: £41.0m (2023: £28.3m).
GROUP CEO’S REVIEW
Overview
As a result of this strong business performance,
and our continued investment to support
capacity and innovation, the Group remains
well positioned to take market share and
capitalise on significant opportunities in our
exciting supercritical fluid foams markets.
In recent years and throughout 2024, the
business has comprised two distinct elements:
the manufacturing and sale of specialist
foams, which is well established, profitable
and growing; and the MuCell® business (MEL),
which, over the past five years transitioned
into a development project focused on
ReZorce® Circular Packaging, an innovative
and sustainable barrier packaging alternative
to existing composite solutions. Going forward,
under my leadership, the Group will pivot from
a product to an industry-led approach in order
to support our wider growth ambitions.
Group revenue in 2024 was a record £147.8m,
16% higher than the previous year (2023:
£127.0m), with significant growth in Footwear
and modest growth in our ZOTEK® technical
foams and North American polyolefin foams
businesses. This performance demonstrates
the strength of our core product portfolio and
the success of an industry-focused strategy.
MEL, at £1.2m, was a far smaller part of Group
revenue. Our operating profit growth of 20%
before exceptional items was pleasingly
ahead of our revenue growth and, alongside
improved cash generation, the business
enters the 2025 financial year well positioned
for continued profitable growth.
Our business strategy targets the expanding
market for differentiated, high-performance
foam materials, driven by three fundamental
macro-trends:
1. increasing urbanisation and ageing
demographics
2. enhanced safety regulations
3. growing demand for environmental
sustainability.
These trends, combined with our commitment
to sustainability and safety across all
operations, position us well for future growth.
Building on our century-long heritage in
specialist foam manufacturing, Zotefoams
is embarking on a refreshed strategy that
expands beyond our core capabilities through
strategic investments and deeper customer
partnerships. By leveraging our supercritical
fluid foam technology and investing in
innovation and customer-focused
manufacturing capabilities, we will strengthen
our position to capture long-term growth
opportunities driven by the increasing demand
for sustainable, innovative, lightweight and
durable materials. Our medium-term ambition
is to grow Group organic revenue well in
excess of £200m, operating profit in excess of
£40m, cash conversion above 95% and ROCE
beyond 20%.
Formative impressions
I became Group CEO of Zotefoams in May 2024
and have spent significant time engaging with
our teams, customers and operations across
the business. What I have found is a company
comprising dedicated teams with extraordinary
technical capabilities and significant
untapped potential for growth.
The foundation of our success lies in
our talented workforce, particularly our
concentration of STEM specialists, who have
established Zotefoams as the clear market
leader in crosslinked and low-density
polyethylene block foams. This technical
excellence has enabled us to build and
maintain strong relationships with major
Original Equipment Manufacturers across
a range of sectors globally.
A key observation has been the substantial
value our products generate throughout the
value chain. There is a clear opportunity to
beer structure and formalise relationships
with distributors and fabricators, potentially
capturing more of this value. This forms part
of a broader opportunity I see for Zotefoams
to create its next growth curve by expanding
further beyond our UK core base and
traditional block foam offerings. With much
of the required investment already made in
building capacity globally, this will be a key
driver in delivering profitable growth in
selected high-opportunity industries.
Zotefoams has delivered strong business
performance, reporting a 16% increase in
revenue and 20% growth in operating profit
before exceptional items, both of which are
at record levels for the Group.
Ronan Cox
Group CEO
Zotefoams plc
Annual Report 2024
23
Strategic Report
Governance
Financial Statements
Our technical capabilities and market position
give us a strong right to win in several exciting
growth industries. Many of these are already
well served by our current product base;
however, there is still scope to expand in
these industries. To capitalise on these
opportunities, in some instances we may
choose to advance along the value chain and
deploy new technologies. While M&A has not
historically been a core focus for Zotefoams,
we have begun to develop this capability
during 2024 and view it as a complementary
accelerator for growth alongside organic
investment and strategic partnerships. Our
M&A strategy is well defined and will ensure
that we remain disciplined in our approach
to this growth opportunity.
Innovation will be central to our future
success. Our global leadership in foaming
technologies enables us to work with an
extensive range of polymers – from
commodity materials right through to highly
engineered materials – creating both rigid and
flexible foamed products that can effectively
compete against traditional plastics, metals,
composites and other performance materials.
Looking ahead, I see significant runway for
both revenue and margin growth. Global
trends favouring clean products,
lightweighting, durability, sustainability
and enhanced technical performance align
perfectly with our capabilities. Our emerging
technology initiatives, and associated
investment priorities, including new capacity
in Vietnam, are designed to bring us closer
to customers and move along the value chain,
while making our core supercritical fluid foams
business more cost-effective and sustainable.
Strategic market realignment
During 2024 and into 2025, we engaged a
reputable global market research organisation
to help us perform an extensive market
mapping study. The current core business
focuses on a portion of the £4bn polyolefin
foams market, with some participation in
select high-performance engineered polymer
foam applications. This has historically limited
our addressable market to approximately
£0.8bn within these segments. However,
with the strategic direction we intend to take,
moving along the value chain and expanding
Zotefoams’ technology platforms, we can now
set our sights on a significantly larger £15bn
market opportunity – £4bn polyolefin and
£11bn engineered polymers.
To meet this opportunity, we are implementing
a shift in how we view and serve our markets.
Moving beyond our traditional product-centric
structure of Polyolefin Foams and High-
Performance Products (HPP), we are realigning
our commercial teams around three core
market verticals:
Consumer & Lifestyle
– encompassing
our Footwear business alongside other
applications in sports, leisure and
personal care
Transport & Smart Technologies
includes our aviation, automotive and
medical applications
Construction & Other Industrial
captures our growing presence in building
technologies and other industrial applications.
This strategic shift recognises that most of
our customers can benefit from products
across our entire portfolio. By organising
around market verticals rather than product
lines, we can beer serve our customers’
complete needs and unlock additional value
through our comprehensive solutions offering.
This industry-focused approach, combined
with our new regional operating model,
creates a powerful platform for growth.
Our regional teams can now leverage our
full product portfolio to provide integrated
solutions within each market vertical, while
maintaining the technical excellence that
underpins our success. This structure
enables us to:
develop deeper market understanding and
customer relationships
create more comprehensive solutions using
our entire product range
identify cross-selling opportunities more
effectively
drive innovation based on industry needs
rather than product capabilities
streamline customer engagement through
single points of contact.
These market verticals each contain
significant sub-segments with strong growth
potential. For example, Consumer & Lifestyle
encompasses our Footwear business
alongside other applications in sports, leisure
and personal care, Transport and Smart
Technologies includes our aviation,
automotive and medical applications, while
Construction & Other Industrial captures our
growing presence in building technologies and
other industrial applications.
This reorganisation aligns with our strategic
focus on sustainable growth and value
creation, enabling us to beer serve
customers locally, while leveraging our global
capabilities and innovations across all product
technologies. We believe that this transformed
commercial strategy will enable sustained
organic growth well ahead of underlying
markets, with a target for Group revenues
to exceed £200m by 2029.
Strategic investment in technology
and innovation
Zotefoams invests in assets and technology
with the capability to support the growth
opportunities afforded by its diverse and often
unique products. During the year, we continued
to pursue a strategy of mix-enrichment and
increasing asset utilisation and, for the
first time, revenue generated from our HPP
business unit (ZOTEK and T-FIT® brands)
exceeded that in our Polyolefin Foams
business (AZOTE® brand). We made good
progress preparing to install our second
low-pressure autoclave in the USA, which
will provide additional expansion capacity
and supplement an ageing asset in a critical
region where we see significant growth
opportunities. We also partnered in May 2024
with Suzhou Shincell New Materials Co., Ltd
(“Shincell”) of Suzhou, China, accessing
Shincell’s technology via a licensing
agreement and thereby extending our
technical capabilities and know-how, enabling
a wider scope of products and processes in
both new and existing markets and enhancing
the Group’s technology platform for new
products to deliver growth.
During the year, we also began the transition
to a new internal, regional operating model.
This model marks a fundamental shift in how
we approach and serve our markets, moving
us beyond our traditional product-centric
structure to an industry-oriented organisation
that can beer capture global opportunities
while maintaining our technical leadership.
The new structure is organised across EMEA,
North America and Asia and enables us to align
our capabilities more closely with customer
needs and regional market dynamics. There
has been significant recruitment of new talent
to support this reorientation, and the
operating model became effective from the
beginning of the new year.
This strategic evolution delivers two key
advantages:
Firstly, it enables us to manage key customer
relationships on a truly global scale. Many of
our most significant customers operate
across multiple regions and require a diverse
range of material solutions, and our new
structure allows us to serve them more
effectively with coordinated account
management and consistent service levels.
This is particularly valuable in sectors such as
aviation, automotive and footwear, where
global programmes require seamless
coordination across regions and where our
customers require diverse material solutions
that can be satisfied from across our portfolio
of products.
GROUP CEO’S REVIEW
(CONT.)
Zotefoams plc
Annual Report 2024
24
Secondly, our regional model creates
platforms for accelerated growth through
organic expansion, partnerships and strategic
M&A opportunities. Each region now has the
autonomy to pursue market opportunities
while leveraging our global leadership in
technology and innovation. This structure
positions us to beer identify and implement
downstream activities that can enhance our
market presence or technical capabilities
within specific regions.
Our industry approach is supported by
well-invested assets and capacity. We also
see significant opportunity for accelerated
growth through increased investment in new
technology and manufacturing capabilities.
A planned facility in Vietnam, alongside our
existing operations in the UK, USA and Poland,
demonstrates our commitment to positioning
our manufacturing capabilities closer to key
customers and growth markets, which in this
case is our important Footwear market, and
capitalises on innovation within our own
technology. Zotefoams will also establish a
small purpose-built Footwear Innovation
Centre in Busan, South Korea, that will allow
us to work more closely with key partners and
allow a more rapid and responsive product
development capability in this rapidly evolving
industry. See “Capacity and investment”
below, for further information.
Our primary focus is on driving organic growth,
but we do see opportunity to use targeted
M&A as a new growth lever where it meets our
stringent criteria. We plan to enhance value
through either market consolidation, where
we expand our portfolio with complementary
products, acquire technologies to deepen our
expertise, or through downstream extension,
where we will shorten the value chain, gain
machining and processing capabilities and get
closer to our customers, while respecting our
existing customers, many of whom are active
in this area.
Cultural transformation
Underpinning this strategic shift is a
significant cultural transformation centred
on our new values of Courage, Impact and
Respect. These values reflect both our
heritage of technical innovation and our
ambition to become an even more
customer-centric organisation.
Courage enables us to challenge conventional
thinking and pursue ambitious goals. This
should manifest itself in developing innovative
solutions for customers, entering new
markets, or implementing organisational
change to drive operational efficiencies.
Our teams are encouraged to think boldly
about how we can beer serve our markets
and customers.
Impact focuses our aention on delivering
meaningful results for all stakeholders.
Whether through product innovation,
operational excellence, or customer service,
we measure success by the tangible value we
create. This value-driven approach guides our
investment decisions and strategic initiatives
across all regions.
Respect acknowledges the importance of
collaborative relationships – with colleagues,
customers, suppliers, shareholders and
communities. In our new regional structure,
this translates into stronger local partnerships
and a deeper understanding of market needs,
whilst maintaining strong global coordination.
These values are being embedded through
comprehensive leadership programmes,
regular cross-regional forums, and enhanced
communication channels. Our new regional
structure provides additional opportunities for
career development and knowledge-sharing
across markets, strengthening our global
capability whilst maintaining local market
expertise.
Sustainability
Sustainability remains integral to both
our operations and value proposition.
Our products typically serve long-term,
multiple-use applications and many can be
recycled at end-of-life, contributing positively
to our customers’ sustainability objectives.
In 2024, we observed an accelerating trend
towards lighter-weight foams across several
markets, particularly in our Polyolefin Foams
business. This evolution aligns with our
commitment to resource efficiency, reducing
material usage while delivering cost benefits
to our customers.
We continue to make progress against our
environmental targets for Scope 1 and 2
emissions through focused initiatives in
energy consumption, material efficiency, and
waste reduction. In 2024, we maintained our
momentum in reducing energy consumption
and waste while increasing our recycling rates,
often incorporating recycled material into new
foam products. Our core markets increasingly
demand best-in-class solutions that align with
our purpose of delivering optimal material
solutions for the benefit of society.
Following our commitment made in 2023, we
conducted a comprehensive review of our
environmental strategy during our 2024 Board
strategy session and are now developing
science-based targets. We maintain our
adherence to ISO 14021:2016 guidelines for
environmental claims, ensuring independent
certification where appropriate.
Notably, in 2024, 89% of our revenue came
from products classified as “green” based on
resource efficiency criteria, demonstrating
substantial improvements in resource
utilisation during either manufacture or use.
This metric underscores our commitment
to sustainable innovation and our ability
to meet evolving market demands for
environmentally-conscious solutions.
Our planned investment in Vietnam is scalable
and transitions manufacturing from larger flat
sheets to individual 3D foam parts, which
particularly suits the demands of the footwear
customer, significantly reducing the skeleton
of waste. Being close to the customer, it also
significantly reduces transport. Our planned
investment in an Innovation Centre of
Excellence in the UK will build on our
supercritical fluid foaming technology, which
demonstrates its green credentials through
the absence of chemical foaming agents,
foams that carry lighter weight and thus use
less material, and foams that are durable and
last longer. This facility will help us to further
evolve existing technology, and invest in new
technology, to reduce the energy used in
manufacture and improve the Group’s
sustainable offering.
Executing the strategy
We expect this strategy to grow sustainable
cash flows and increase shareholder returns.
We will:
transform from a position of strength to
get closer to the customer
orientate our activities to where we have
the greatest runway for growth and the
right to win
innovate to create the next generation
of supercritical foams, doubling down on
weight and waste reduction and bringing
new technical performance
target M&A to move the Group along
the value chain and/or introduce
new technology.
We have invested into the Group Executive
Team in order to deliver on our strategic
priorities and drive profitable growth. To be fit
for the future, and with a new operating model
and structure realigned for growth, we will
remove waste from our processes and
automate, using AI where possible and
appropriate. In 2025, we will target inefficiency
in sales, general and administration spend as
well as in indirect manufacturing overhead
spend, with possible annualised savings of
up to £3–4m, £1–2m of which will be reinvested
in this refreshed strategy.
Through increased focus on the customer,
continued commitment to innovation,
expanding capability to move up the value
chain and enhanced organisational execution,
the Group is targeting ambitious progress in
the medium term:
Organic growth of 7% CAGR to deliver
FY2029 revenue of >£200m
Operating margin of over 18% by FY2029
ROCE of over 20% by FY2029
Cash conversion of >95%.
These 2029 targets reflect a longer-term
ambition to grow revenues to >£300m and
operating profit to >£60m, with the
opportunity to accelerate progress through
inorganic growth.
Zotefoams plc
Annual Report 2024
25
Strategic Report
Governance
Financial Statements
In 2024, our HPP business unit performed very
well, with volumes up 39% and sales growing
significantly to £79.6m (2023: £58.1m), after an
FX headwind of £2.4m. The year marked a key
milestone at Zotefoams, with sales in the HPP
business unit surpassing those of Polyolefin
Foams for the first time. The business unit
comprises three main product groups:
footwear, ZOTEK fluoropolymer foams and
T-FIT technical insulation.
The footwear segment, primarily serving
the performance running shoe market with
specialist midsole materials, delivered
robust growth with sales reaching £66.1m
(2023: £45.3m), an increase of 46%. In addition
to strong underlying growth in the platforms
we supply foam for, this growth also benefited
from an Olympic year, supply chain
reconfiguration of our end customer, a rebuild
in inventory at the beginning of the year by our
direct customers related to Red Sea logistical
challenges and, later in the year, additional
demand as Nike embarked on its strategy of
building back the trust of wholesale partners
in line with their CEO’s strategy. Longer term,
our investment in Asia will increase our total
addressable market in the footwear industry
by bringing us to the heart of the athletic
footwear manufacturing base, supplying
3D parts and being more cost effective by
reducing customer material waste and
leveraging a lower cost of production.
Our exclusive partnership with Nike until 2029
continues to yield benefits beyond pure sales,
enabling deeper collaboration on supply chain
optimisation, production efficiency and
environmental sustainability. A notable
achievement has been the near elimination
of waste in our foam production process,
with most scrap in our manufacturing process
being successfully reintegrated into the
footwear supply chain. Our pricing mechanism
with Nike maintains transparency, reflecting
material input costs, production efficiencies
and foreign exchange movements. We also
recognise the opportunity to reduce foam
waste in our Tier 1 partner manufacturing
processes, which currently sits as high as
50%, and the move to a new production
technique in an Asian facility will reduce this
waste by as much as 90%.
Beyond footwear, our ZOTEK brand offers
advanced foamed sheet materials for
technically demanding applications globally.
The aviation sector remains a key market,
where our materials meet critical requirements
for insulation and fire performance while
minimising weight – major factors in both
safety and sustainability. The portfolio
serves additional sectors including space,
automotive, technical packaging, military and
personal protection through a diverse range
of foams with specific properties, achieved
through our unique combination of material
selection and proprietary foaming technology.
ZOTEK F materials, our largest product offering
within the portfolio, experienced a 7% increase
in sales value to £7.0m (2023: £6.5m). While the
aviation sector, particularly Boeing, continues
to face challenges despite robust order books,
we anticipate significant growth as these
issues resolve and we diversify our offering
with other aircraft manufacturers. The high
input cost inflation reported previously began
to impact profitability as we consumed
previously purchased inventory. We
implemented pricing adjustments from 2024,
carefully balancing full cost recovery against
our long-term growth ambitions. ZOTEK F foam
sheet sales represented 9% of HPP segment
sales (2023: 11%).
T-FIT insulation, manufactured using our
HPP products and specifically designed for
clean processing environments, saw sales
decline marginally to £5.8m (2023: £5.9m).
Performance varied by region, with China
showing growth in food processing but
experiencing slower activity in biotech and
pharmaceutical sectors, alongside lower
conversion rates on larger targeted projects.
India demonstrated strong growth across our
portfolio. We are strengthening our position
in other markets through strategic staff
investments and enhanced sales processes.
Our manufacturing strategy combines local
production – either at Zotefoams facilities or
through trusted partners – for North American
and European markets, while our Chinese
facility supplies other markets and the
complete dimensional range globally. T-FIT
sales accounted for 7% of HPP segment sales
(2023: 10%).
Segment profit reached £21.5m (2023: £15.4m),
delivering a margin of 26.9% (2023: 26.5%).
The majority of the increased inventory
provision made in 2024 affected slow-moving
HPP foams, without which the segment margin
was 28.5%, an increase of 200 bps.
GROUP CEO’S REVIEW
(CONT.)
HIGH PERFORMANCE
PRODUCTS (HPP)
ZOTEK
®
T-FIT
®
Segment revenue
£79.6m
Change
+37%
2023
£58.1m
Segment profit margin
26.9%
2023
26.5%
Segment profit
£21.5m
Change
+39%
2022
£15.4m
Zotefoams plc
Annual Report 2024
26
In 2024, the Polyolefin Foams business
experienced mixed performance across
regions and market segments, with overall
volumes showing modest growth globally.
While North American volumes increased by
23%, EMEA saw a decline of 5%, resulting in 4%
lower overall volumes compared with 2023.
Sales performance varied significantly by
region and market segment. In Europe, which
represents the majority of segment sales,
sales were down 8%, with performance
impacted by economic headwinds, particularly
in Germany where automotive and
construction markets reached their lowest
levels since 2008–2009. The UK showed
resilience with a 4% revenue growth despite
lower volumes, driven by strong average
selling prices and new projects in construction
and industrial applications. The Far East
demonstrated robust growth with an 18%
revenue increase, driven by new electric
vehicle baery applications and strong
performance in high-margin aviation,
semiconductor, and medical segments.
Overall, the EMEA region saw a 3% sales decline.
Sales in the North American business grew 3%,
but there were significant shifts in market mix,
with automotive volumes increasing by 55%
while higher-margin segments such as medical
and military experienced declines. The medical
segment faced temporary challenges due to
inventory adjustments at key customers,
while military sales were impacted by reduced
aircraft production schedules and lower
demand for specialised products. The outlook
for these segments as we head into 2025 is
more positive.
The main polymers used in our Polyolefin
Foams business are low-density polyethylene
(LDPE) and other similar polyolefins. During the
year, the price of LDPE held steady at 2024
levels and in Europe was trending around its
long-term average when the turbulence of the
COVID years is excluded. LDPE pricing is related
to the pricing of its feedstock and ethylene,
and the regional supply vs demand balance.
In 2024, profitability was impacted by product
mix as well as increased operational costs,
particularly in labour and maintenance. Labour
costs increased due to inflation, with salary
increases averaging 7% in EMEA, and strategic
additions to our workforce, where the Group
made significant staffing investments in North
America to support increased production
capabilities, volumes and quality initiatives
to ensure we are well placed to capture the
growth opportunities in this region.
Manufacturing efficiency continued to be a
focus across all facilities. We manufacture
polyolefin foams in three facilities, with
full-process manufacture in the UK and USA
and foam expansion, fabrication and logistics
in Poland. An increasing proportion of
European business is served through our
Polish facility, which is now operating 24 hours
a day, six days per week. In North America,
additional production supervisors and
fabrication operators were added to support
increased demand in specialised segments,
and staffing levels at our fabrication facility in
Tulsa were increased to support an extension
to our service offering, while both UK and
US facilities focused on continuous
improvement initiatives.
Segment profit for Polyolefin Foams declined
by 27% to £5.5m and margin fell from 11.1% to
8.2%. However, several positive developments
emerged, including new project wins in the
UK that are expected to continue into 2025,
strong growth in high-value applications in the
Far East, and improved operational capabilities
across our manufacturing network.
Looking ahead, our focus remains on
optimising our product mix, continuing
operational improvements, and capitalising
on growth opportunities in emerging
applications, particularly in the electric
vehicle and specialised industrial segments.
The business maintains a strong foundation
for future growth, supported by our global
manufacturing footprint and diverse market
presence. Our new regional operating model
will enable beer market responsiveness
and customer service, while our continued
investment in manufacturing efficiency
positions us well for margin recovery as market
conditions improve.
MEL
In December 2024, following a comprehensive
strategic review, we made the decision to
pause investment in ReZorce Circular
Packaging technology to focus our resources
and innovation capabilities on our core
supercritical fluid foams business, where we
see substantial opportunities for growth and
value creation.
During 2024, the Group achieved several
important technical milestones with ReZorce
and produced an award-winning beverage
carton capable of being run at full industrial
speed through existing production machinery.
Validation that the packaging was food sterile
was still pending, but the route to this was
clear and considered readily aainable, albeit
requiring more time to complete.
POLYOLEFIN FOAMS
AZOTE
®
Segment revenue
£66.9m
Change
-1%
2023
£67.6m
Segment profit margin
8.2%
2023
11.1%
Segment profit
£5.5m
Change
-27%
2023
£7.5m
Zotefoams plc
Annual Report 2024
27
Strategic Report
Governance
Financial Statements
GROUP CEO’S REVIEW
(CONT.)
This disruptive technology had demonstrated
compelling sustainability credentials, including
potential carbon footprint reductions of over
50% for commonly packaged foodstuffs.
Despite these achievements and an extensive
process across the value chain to secure a
strategic partner, supported by specialist
advisers, we did not identify a partner
prepared to advance the technology. Given
the capital investment, market access and
expertise required to achieve high-volume
production of finished packaging, the Board
had consistently believed that a strategic
partner was necessary to realise the
commercial potential of the ReZorce
technology. Based on the feedback from this
process, we concluded that the inherently
low visibility over factors such as pricing, within
the overall evolution of the packaging market,
when set against the capital commitments
required, was the principal reason why the
process had been unsuccessful.
The intellectual property and know-how
associated with ReZorce remains well
protected and will be retained by the Group in
order to preserve its ability to realise the value
of the unique technology, should market
conditions become more favourable.
Revenue from our MEL business unit remained
at £1.2m (2023: £1.2m), while the segment loss
before amortisation of acquired intangibles
increased to £4.6m (2023: £4.1m). Following
this strategic decision, we have recognised
a non-cash asset impairment of £13.8m and
provided for related closure costs of £1.4m
and treated the combined amount of £15.2m
as exceptional items in the 2024 financial
statements.
Going forward, small revenue streams from
royalties at existing customers of MuCell
Extrusion LLC will continue, and costs will
include those to protect patents considered
of value. An agreement with Censco LLC will
see MEL equipment assembled and sold
globally by Censco, for which royalty payments
will be received.
Capacity and investment
Our manufacturing excellence is built
on three core processes: polymer sheet
extrusion, high-pressure nitrogen gassing,
and controlled expansion. This specialised
infrastructure represents a significant
competitive advantage, supporting multiple
production lines and enabling flexible
manufacturing across our product portfolio.
In the UK, our investment strategy is targeted
at driving operational excellence through
cost reduction and efficiency improvements,
directly supporting our sustainability goals.
The UK facility remains our centre of
excellence for HPP products and serves as
a strategic hub for preliminary production of
certain polyolefin products, which are then
finished in Poland to optimise logistics and
reduce environmental impact. A new
Innovation Centre of Excellence is being
established in the UK to develop platform
technologies that can be implemented across
industries, providing the next generation of
industry solutions; it will work hand-in-hand
with the Footwear Innovation hub in Asia.
The UK Innovation Centre of Excellence will
protect our know-how and trade secrets,
give us access to great talent and will build
on a strong legacy of material and process
innovation. We will evolve current, and invest
in new, technology to reduce the energy of
manufacture and improve our sustainable
product offering. It will also enable us to design
products and processes that significantly
reduce waste and emissions along the value
chain while delivering even greater
performance characteristics.
Activity in our Polish facility increased
significantly in 2024, with the capacity being
used to support growth in both polyolefin
foams and high-performance product lines.
In 2025, we will continue to drive up utilisation
of this investment and assess how this
modern facility with a well-skilled workforce
can contribute further to the refreshed
Group strategy.
We are executing an expansion strategy
in the USA, where market opportunities are
compelling. Our £10m investment in a second
low-pressure autoclave, alongside upgraded
systems and expanded warehousing, is
progressing on schedule for early H2 2025
completion. This investment will significantly
enhance our capacity and operational
resilience in this key market.
As announced on 10 March 2025, the Board
has approved strategic investments in
Vietnam and Korea to support our growing
Footwear business, positioning us closer
to key end markets and customers. This
investment represents a transformative move
to secure our position as Nike’s key, high-end,
foam technology partner. Vietnam, a global
hub for athletic footwear manufacturing,
offers proximity to customers, faster lead
times and reduced environmental impact
through shortened supply chains and a
significant reduction in material waste.
Innovation of the Group’s own manufacturing
core technology will enable the £24m Vietnam
facility to offer additional footwear capacity
with improved flexibility, allowing modular
increments, faster implementation and a lower
cost than previous builds. The investment
will create a state-of-the-art manufacturing
facility capable of initially producing
approximately 10 million pairs of midsole
preforms annually. A £2m, cuing-edge
innovation centre in South Korea will provide
a platform to showcase Zotefoams’ unique
technology and enable a more rapid and
responsive product development capability
in a fast-moving industry. The total investment
in these facilities will be spread across 2025
(c.£8m), 2026 (c.£11m) and 2027 (c.£7m) and
be funded from the Group’s existing financing
facilities and cash flow. These investments
secure our Nike partnership and establish a
foothold in Asia’s broader manufacturing
ecosystem for future growth.
Zotefoams plc
Annual Report 2024
28
Measuring strategic progress
We track five key metrics that drive value
creation:
1.
Product mix enhancement: 2.8%
improvement in adjusted average selling
price (2023: 2.7%), reflecting success in
growing our higher-value portfolio.
2.
Asset optimisation: 5.6% improvement in
asset utilisation (2023: 2.6%), supported
by a 2.1% increase in effective capacity
(2023: 1.5%) through manufacturing
efficiency gains.
3.
Margin development: Operating margin
before exceptional items increased 40 bps
to 12.3%, supported by HPP growth and
manufacturing efficiencies. Operating
margin for our core business (excluding
MEL) increased 20 bps to 15.7%. Our
medium-term ambition for operating
margin is to surpass 18%.
4.
Capital efficiency: Return on average
capital employed (ROCE), which excludes
the exceptional items, increased to 11.7%
(2023: 10.3%). Removing MEL, ROCE
increased to 16.0% (2023: 14.2%).
Additionally, working capital now
represents 33% of net sales, down from
41% in 2023, reflecting enhanced
management of receivables, inventory
and supplier terms. Our medium-term
ambition for ROCE is to surpass 20%.
5.
Sustainability leadership: Environmental
sustainability remains fundamental to our
strategy, with ESG metrics integrated into
our financing arrangements and robust
internal targets.
People
Safety remains our highest priority. While we
experienced four reportable incidents in 2024,
see page 71, our overall safety metrics
continue to outperform industry benchmarks
by approximately 66%. Each incident has been
thoroughly analysed, with corrective actions
implemented and reviewed at Board level.
We are strengthening our culture through
enhanced employee engagement, including
the launch of our new corporate values and
regular executive leadership team townhalls
across all regions. Our ambition to achieve
Great Place to Work accreditation underscores
our commitment to creating an exceptional
workplace environment.
On behalf of the Board and my executive
colleagues, I extend sincere thanks to all
Zotefoams employees and their families for
their dedication and support throughout
the year.
Forward-looking statements
Forward-looking statements have been made
by the Directors in good faith using information
available up until the date they approved this
Annual Report.
Current trading and outlook
We have made a positive start overall to 2025,
with our Consumer & Lifestyle and Transport
& Smart Technologies verticals performing
well across all regions. Demand in our
Construction & Other Industrial vertical
remains more subdued, as expected, but we
continue to anticipate some improvement in
conditions as the year progresses.
We have set out, and are executing, a
refreshed, focused strategy, prioritising
innovation and profitable growth. Our market
realignment is progressing well as we
transition from a product-centric to an
industry-led approach. Our investment in
manufacturing excellence is advancing, with
continued good progress towards completion
of our £10m expansion in the USA, which
remains on schedule for early H2 2025
commissioning, and we are commencing
with investments in our Innovation Centre
of Excellence in the UK, our Innovation hub
in South Korea, and our new manufacturing
facility in Vietnam.
The emerging trade landscape, including
recent trade tariffs, creates both challenges
and opportunities for Zotefoams. While these
may impact global supply chains and market
dynamics, our diversified manufacturing
footprint across the UK, USA, Poland and,
soon, Vietnam positions us well to navigate
these uncertainties and potentially capture
market share from less adaptable competitors.
Our new regional operating model, launched
at the start of 2025, structures our business
across EMEA, North America and Asia. This
enables us to beer serve our customers’
complete needs through a global commercial
team that coordinates decisions worldwide,
while execution and delivery happens
regionally. This product-agnostic approach
creates a platform for accelerated growth. In
2025, we will target inefficiencies in overheads,
with identified annualised savings to be in part
reinvested in our refreshed strategy.
Polymer and energy input prices remain
relatively stable; however, we are monitoring
these closely for the impact of tariffs, and
our focus on improved asset utilisation,
product mix, price increases and operational
efficiency continues to be our key driver of
margin enhancement.
While we remain mindful of the uncertain
economic backdrop and the evolving trade
landscape, we are confident in our ability to
deliver another year of good progress for
Zotefoams. With a refreshed strategy and
investment in significant growth enablers
under way, we are excited by the potential for
the Group to deliver both on its medium-term
targets and longer-term ambition.
R Cox
Group CEO
7 April 2025
Zotefoams plc
Annual Report 2024
29
Strategic Report
Governance
Financial Statements
GROUP CFO’S REVIEW
Summary P&L
Zotefoams Group
Foams business units only
2024
2023
Change (%)
1
2024
2023
Change (%)
Net revenue
147.8
127.0
16
146.6
125.7
17
Gross profit
46.1
41.1
12
48.1
42.5
13
Distribution and administrative costs
(28.0)
(25.9)
(8)
(25.0)
(23.1)
(8)
Operating profit before exceptional items
18.1
15.1
2
20
23.1
19.5
18
Exceptional items
(15.2)
Operating profit after exceptional items
3.0
2
15.1
(80)
23.1
19.5
18
Finance costs and profit from joint venture
(2.8)
(2.3)
(22)
(2.8)
(2.3)
(22)
Profit before tax before exceptional items
15.3
12.8
19
20.3
17.2
18
Profit before tax after exceptional items
0.2
12.8
(99)
20.3
17.2
18
Taxation
(2.9)
(3.6)
19
EPS before exceptional items
25.95
19.00
37%
(LPS)/EPS after exceptional items
(5.66)
19.00
1
Calculation based on the full number, not this number rounded to one decimal place.
2
Adjusted for rounding.
Overview
Group revenue increased significantly to
£147.8m (2023: £127.0m), with HPP revenue
increasing 37% to £79.6m and exceeding sales
of AZOTE® polyolefin foams for the first time.
At constant currency, Group revenue
increased 20% to £151.8m.
Before exceptional items, operating profit for
the year grew 20% to £18.1m and profit before
tax (PBT) increased 19% to a Group record of
£15.3m (2023: £12.8m), after higher interest
charges. In December, the Board made the
decision to pause investment in our ReZorce
Circular Packaging technology, having been
unable to secure a strategic investing partner,
identified as critical to enable commercialisation
and scale-up of this award-winning,
sustainable technology. We have recorded
an exceptional charge of £15.2m in the
consolidated income statement, which
comprises a £13.8m asset impairment and a
£1.4m provision for closing costs. After these
exceptional items, operating profit for the year
declined 80% to £3.0m and PBT declined 99%
to £0.2m. Currency movements negatively
impacted PBT by £1.0m.
The underlying foams business, comprising
the Polyolefin Foams and High-Performance
Products business units, achieved a significant
increase in PBT of 18% to £20.3m (2023: £17.2m),
while MEL operating losses, before exceptional
items, increased to £4.9m (2023: £4.4m). With
the pausing of investment in ReZorce, MEL
operating losses generated from the ReZorce
project will no longer be incurred.
Basic earnings per share (EPS), excluding the
exceptional items, increased 37% to 25.95p
(2023: 19.00p). EPS after the exceptional items
declined to a loss per share of 5.66p. Return
on capital employed (ROCE, see section
‘Return on capital employed’ for definition)
increased to 11.7% (2023: 10.3%). Excluding
MEL, ROCE increased to 16.0% (2023: 14.2%).
The Group’s balance sheet at 31 December
2024 is strong, with the leverage multiple
(calculated as a multiple of net debt to EBITDA
using definitions under the bank facility
agreement, see section “Debt facility”)
improving to 0.9x (31 December 2023: 1.2x)
and financial headroom of £25.7m
(31 December 2023: £19.4m).
A significant increase in revenue and
profitability within the foams businesses,
led by 46% growth in Footwear sales.
Profit before tax is impacted by exceptional
costs in our MEL business as we pause
investment in our ReZorce® Circular
Packaging technology.
Gary McGrath
Group CFO
Zotefoams plc
Annual Report 2024
30
Revenue performance
HPP sales increased 37% to £79.6m (2023:
£58.1m), and by 41% to £82.0m at constant
currency. Footwear is the largest application
within HPP, and revenue in this market grew
46% to £66.1m (2023: £45.3m), or 50% to
£68.1m at constant currency, with increased
underlying demand for our foams and the
addition of basketball programmes
accentuated by supply chain reconfiguration
of our end-customer, increased demand in
an Olympic year and one-off increased orders
from Tier 1 suppliers resulting from a rebuild
of inventory. This has resulted in this business
division accounting for 45% of Group sales in
the year (2023: 36%). ZOTEK® F fluoropolymer
foam sales closed the year 7% up at £7.0m
(2023: £6.5m), or 10% to £7.2m at constant
currency, still significantly below the 2019 peak
of £10.0m as the highly publicised challenges
faced by Boeing have slowed the expected
recovery in aviation. T-FIT® advanced insulation
sales declined 1% to £5.8m (2023: £5.9m), or
grew 2% to £6.0m at constant currency, with
a downturn in demand in China fully offset by
very strong growth in India.
Polyolefin Foams business unit sales fell 1% to
£66.9m (2023: £67.6m) but rose 1% to £68.5m
at constant currency. There was a 4% increase
in the UK and a 3% increase in the USA (up 6%
at constant currency), where the smaller but
rapidly growing Zotefoams Midwest operation
grew 24%. Offseing this was a decrease in
European polyolefin foams revenues of 8%,
or down 5% at constant currency, with
challenging market conditions particularly in
German industrials. MEL sales remained flat at
£1.2m (2023: £1.2m), as the Group maintained
its focus during the year on the ReZorce
Circular Packaging initiative.
Revenue by segment (£m)
2024
Reported
2024
Adjusted
1
2023
Reported
Net change %
3
Reported
Adjusted
Polyolefin Foams
66.9
68.5
2
67.6
(1)
1
UK
11.4
11.4
10.9
4
4
Europe
28.3
29.1
30.7
(8)
(5)
USA
23.0
23.8
22.5
3
6
Rest of the world
4.2
4.3
3.5
18
22
HPP
79.6
82.0
58.1
37
41
Footwear
66.1
68.1
45.3
46
50
ZOTEK
®
F
7.0
7.2
6.5
7
10
T-FIT
®
5.8
6.0
5.9
(1)
2
Other
0.7
0.7
0.4
61
65
Group excluding MEL
146.6
2
150.5
125.7
17
20
MEL
1.2
1.2
1.2
(2)
0
Group
147.8
151.8
2
127.0
2
16
20
1
Constant currency, adjusting 2024 values to 2023 rates. See exchange rates table.
2
Adjusted for rounding.
3
Calculation based on the full number, not this number rounded to one decimal place.
Revenue by market (%)
2024
2023
Sports & Leisure
48
39
Product Protection
18
22
Building & Construction
11
12
Transportation*
11
11
Industrial
5
5
Medical
4
6
Other
3
5
*
Within the Transportation segment, aviation represented 6.1% (2023: 6.4%) and automotive 5.3% (2023: 5.0%) of
Group revenue.
Zotefoams plc
Annual Report 2024
31
Strategic Report
Governance
Financial Statements
GROUP CFO’S REVIEW
(CONT.)
Gross profit
Gross profit increased £5.1m to £46.1m (2023:
£41.1m) on £20.8m additional sales, while gross
margin decreased to 31.2% (2023: 32.3%).
Gross profit growth has been impacted by an
additional £1.0m inventory provision following
an in-depth assessment of recoverability and
mostly affecting aged HPP foams, and £0.5m
of amortisation charges in respect of a Global
Alliance agreement signed in May 2024 with
Suzhou Shincell New Materials Co., Ltd
(“Shincell”). Adjusted for these, gross margin
was 32.2%, in line with the previous year.
Gross profit benefited from the increased
revenue generated from HPP, while HPP gross
margin remained unchanged. Within HPP, the
high-volume footwear business dominates
gross margin, and while the small benefits of
additional revenue boosted margin, this was
offset by the inventory provision made across
the HPP product portfolio. In the Polyolefin
Foams business, a gross margin decline was
driven for the most part by the US business,
which was affected by lower demand at its
higher-margin customers and which it offset
with higher-volume lower-margin sales. It also
continued to experience inefficiencies in its
production processes, for which there is a
clear path to cost and efficiency savings as
we progress through 2025.
Distribution and administrative costs
The Group has continued to pursue its
expansion strategy founded on proprietary
cellular materials technology and linked to
longer-term demand growth in our chosen
markets. While we began to formulate a
refreshed strategy during the year, driven by
a new CEO, we have continued to invest in,
and prioritise, technical, sales-focused and
administrative resources to create, execute
and manage our growth.
Included within distribution costs in the
consolidated income statement are sales,
marketing and warehousing expenses. These
costs increased by £0.6m, or 7%, to £8.5m
(2023: £7.9m) during the year as a result of
salary inflation and investment in sales and
marketing personnel. Included within
administrative expenses are technical
development, finance, information systems
and administration costs as well as the impact
of foreign exchange hedges maturing in the
period and non-cash foreign exchange
translation expenses. These costs increased
in 2024 by £1.5m, or 9%, to £19.5m (2023:
£18.0m). However, after stripping out foreign
exchange effects, which generated a gain
of £0.8m (2023: loss of £0.3m), these
administrative costs increased by 15%, or
£2.6m, to £20.3m (2023: £17.7m). See “Currency
review” below for further information and
context around foreign exchange movements.
Distribution and administrative costs breakdown
2024
2023
Change (%)
Distribution costs
8.5
7.9
(7)
Administrative costs excluding hedging movements
20.3
17.7
(15)
Hedging movements
(0.8)
0.3
>100
Administrative costs
19.5
18.0
(9)
Distribution and administrative costs
28.0
25.9
(8)
This increase of £2.6m is almost entirely
related to payroll costs, both inflationary
and through 2024 additions and the full-year
impact of 2023 additions. It includes costs
aributable to the transition to a new CEO,
including a seven-month period with both
the current and former CEOs employed by
the business, as well as part-year costs of
an expanded Executive team to support the
Group’s growth ambitions.
The specific business unit results and margins
that we report, see “CEO review”, do not
include central plc costs, which are not
considered to be segment specific. Neither
do they include hedging movements. In 2024,
central plc costs increased 50% to £4.6m
(2023: £3.1m) and mainly comprise the
additional CEO costs, Executive team costs
reflecting a strengthening of management,
and £0.5m in respect of amortisation charges
of Shincell fees payable under the licence
agreement, which are not allocatable to a
specific business segment. This global alliance
consists of agreements on technology
licensing from Shincell to Zotefoams,
development and market cooperation, and
regional product distribution agreements,
where certain products from Shincell’s unique
technology will be marketed alongside
Zotefoams’ existing and future product range.
This alliance is accounted for under IFRS 16
as a right-of-use asset, being amortised over
a period of ten years in line with the Group’s
assessment of useful life, and as a liability,
being paid down over five years. Given the
payment term, it has been discounted using
the Group’s incremental rate of borrowing.
Exceptional item MEL
On 18 December 2024, the Group announced
its decision to pause investment in ReZorce
and focus the Group’s resources on near-term
opportunities in the core supercritical foams
business. It immediately began the process of
winding down operations of the MEL business
unit, which includes the operations related
to MuCell Extrusion LLC and Zotefoams
Denmark ApS.
An impairment assessment has been
conducted on the fixed assets of the MEL
business unit, in accordance with IAS 36
“Impairment of Assets”, to determine their
recoverable amount, which we determined to
be £0.7m as a result of being unable to secure
a strategic investing partner necessary to
drive the opportunity to commercialisation.
Impairment losses of £11.6m have been
recorded against intangible fixed assets,
comprising the write-off of capitalised
development expenditure of £9.2m and £2.4m
in respect of goodwill and acquired intangible
assets originally arising from the acquisition
of MuCell Extrusion LLC.
A further £2.1m has been recognised in
respect of tangible fixed assets, which
primarily relate to plant and machinery used
in the development of ReZorce technology
and £0.1m has been recognised against
onerous IFRS 16 right-of-use assets,
representing the remaining term of lease
agreements for the business unit’s rented
premises. Total impairment losses amount
to £13.8m.
In addition to the impairment losses, a
provision of £1.4m has been recognised in
respect of estimated closure costs including
the dismantling and disposal of tangible
assets and materials, the selement of
commied but not yet incurred costs and
selements with affected employees.
Due to the nature of these items, these
are considered exceptional and have been
treated as such in the financial statements.
Total exceptional costs of the closure of the
business amount to £15.2m.
MEL is not being treated as a discontinued
operation. We currently intend to maintain
MuCell Extrusion LLC, which holds the
ReZorce IP and taxation benefits by way of net
operating losses and is expected to receive
small royalty payments from contracts that
remain in place with customers.
Operating profit
Operating profit before exceptional items
was £18.1m, 20% above 2023 (£15.1m) and the
operating margin increased to 12.3% from
11.9%. After exceptional items, operating profit
was £3.0m, down 80% on 2023 and the
operating margin reduced to 2.0%. Operating
profit of the foams businesses alone,
excluding MEL, was £23.1m, 18% above 2023
(£19.5m), and the operating margin increased
to 15.7% from 15.5%.
Zotefoams plc
Annual Report 2024
32
Finance costs
Gross finance costs for the year increased
24% to £3.1m (2023: £2.5m) and include £0.1m
(2023: £0.1m) of interest on the Defined Benefit
Pension Scheme obligation. This increase
comprises £0.3m IFRS 16 interest charges from
the Shincell agreement and a higher average
debt balance throughout the year that
reflects funding of the Group’s growth
initiatives. Net finance costs, after finance
income, increased 22% to £2.9m (2023: £2.3m).
Profit before tax
Profit before tax and exceptional items
increased 19% to £15.3m (2023: £12.8m). The
foams businesses increased 18% to £20.3m
(2023: £17.2m), while the MEL loss increased to
£4.9m (2023: £4.4m). After exceptional items,
PBT decreased 99% to £0.2m.
Currency review
Exchange rates
Zotefoams transacts significantly in US dollars
and euros. The exchange rates used to
translate the key flows and balances were:
2024
2023
Average Closing
Average
Closing
Euro/
sterling
1.177
1.210
1.150
1.150
US dollar/
sterling
1.278
1.252
1.243
1.271
Movements in foreign exchange rates can
have a significant impact on Group results,
and while the Group seeks to mitigate this risk,
as outlined in more detail below, the impact
was a reduction in profits of £1.0m on a
constant currency basis (2023: £0.5m
reduction). During the year, the sterling
average exchange rate year-on-year against
the US dollar strengthened by 2.8% and the
sterling average exchange rate against the
euro strengthened by 2.3%. The sterling spot
rate against the US dollar from 31 December
2023 to 31 December 2024 weakened by 1.5%,
while the sterling spot rate against the euro
strengthened by 5.2% over the same period.
Zotefoams is a predominantly UK-based
exporter which invoices in local currency, with
the exception of Asia where all business is
invoiced in US dollars. In 2024, approximately
92% of sales (2023: approximately 92%) were
denominated in currencies other than sterling,
mostly US dollars or euros. Operating costs at
the Croydon, UK, site are incurred in sterling,
and the main raw materials for polyolefin
foams used for production in the UK are euro
denominated. US subsidiary production and
operating costs, most other subsidiaries’ staff
and operating costs and some HPP raw materials
are US dollar denominated, while Poland
operating costs are incurred in zloty. The Group
uses forward exchange contracts to hedge up
to 80% of its forecast net cash flows over the
following twelve months that are subject to
US dollar and euro transaction risk. The Group
recorded a gain on forward exchange contracts
in the year of £1.0m (2023: gain £0.2m).
Zotefoams also faces translation risk.
Zotefoams plc, the parent company, holds
the Group’s multi-currency borrowings facility
and has provided intercompany loans and
intercompany trading facilities to the USA
and Poland to support Group expansion.
This translation exposure is mitigated, where
possible, through an offset with same-currency
liabilities, primarily through borrowing in the
relevant currency. Every month, these foreign
currency-denominated intercompany net
positions, despite being cash neutral, require
to be translated by Zotefoams plc on a mark to
market basis and the movement taken to the
Company income statement. The Group also
has a fast-growing HPP business, which is
mostly invoiced from the UK in US dollars,
which adds to its exposure to foreign
currency-denominated net assets and is
accounted for in the same way as above. While
FX exposure is partly mitigated by the forward
currency contracts, risk remains based on the
amount of forecast exposure not hedged, in
line with Group policy, and the fact that there
is a timing difference between the recording
of accounts receivable and cash received.
This timing difference is managed by further
hedging activities, but their effectiveness is
subject to the accuracy of forecasting cash
receipts. The Group recorded a translation
loss in the year of £0.2m (2023: loss £0.5m).
Currency movements during the year
negatively impacted Group revenue by £4.0m
(2023: £0.5m positive impact). They positively
impacted operating costs by £2.2m
(2023: £0.7m negative impact), resulting in a
net negative impact of £1.8m (2023: negative
impact £0.2m) before hedging. After deducting
the net hedging gain of £0.8m (2023: loss of
£0.3m), the currency net negative impact on
profit before tax for the year was £1.0m
(2023: negative impact £0.5m).
We recognise that one of our principal risks is
our exposure to foreign currency fluctuations,
particularly the US dollar, which we will aim to
manage through hedging strategies. Based on
2024 and with respect to transaction risk, it is
estimated that for every one percentage point
movement in the US dollar/sterling rate, profit
moves by £0.6m unhedged and £0.2m hedged.
In the year, the transaction risk from euro/
sterling movements continues to be
substantially naturally hedged, with the risk
arising on sales revenues offset by the
opportunity on costs, primarily related to raw
material purchases and certain further
processing costs.
The Group does not currently hedge for the
translation of its foreign subsidiaries’ assets or
liabilities. The foreign currency hedging policy
is kept under regular review and is formally
approved by the Board on an annual basis.
Profit before tax by segment (£m)
2024
Reported
2024
Adjusted
1
2023
Reported
Net change %
3
Reported
Adjusted
Polyolefin Foams
5.5
6.1
7.5
(27)
(19)
HPP
21.5
22.8
15.4
39
48
MEL before exceptional
item
(4.9)
(5.1)
(4.4)
(13)
(16)
Subtotal business units
before exceptional item
22.0
2
23.9
2
18.5
2
19
28
Exceptional item – MEL
(15.2)
(15.2)
Subtotal business units
after exceptional item
6.8
8.7
18.5
(63)
(53)
Central costs
(4.6)
(4.6)
(3.1)
(50)
(50)
Hedging
0.8
(0.3)
Finance costs
(2.9)
(2.9)
(2.3)
(22)
(25)
Subtotal other
(6.7)
(7.5)
(5.7)
(17)
(32)
Group PBT before
exceptional item
15.3
16.3
2
12.8
19
27
Group PBT after
exceptional item
0.2
2
1.1
12.8
(99)
(91)
1
Constant currency, adjusting 2024 values to 2023 rates. See exchange rates table above.
2
After roundings.
3
Calculation based on the full number, not this number rounded to one decimal place.
Zotefoams plc
Annual Report 2024
33
Strategic Report
Governance
Financial Statements
GROUP CFO’S REVIEW
(CONT.)
Taxation charge and earnings per share
The tax charge for the year is £2.9m
(2023: £3.6m). The effective tax rate before
exceptional items for the year is 19.0%
(2023: 28.0%). The lower tax charge reflects
the tax-deductible elements of MEL
intercompany balances wrien off, while
the underlying losses are eliminated in the
consolidated income statement, and the
benefits of R&D and patent box claims.
Basic earnings per share before exceptional
items was 25.95p (2023: 19.00p), an increase
of 37%. Diluted earnings per share was 25.24p
(2023: 18.55p). Including exceptionals, basic
earnings per share was a loss of 5.66p, and
diluted earnings per share was a loss of 5.66p.
The loss aributable to equity shareholders
and weighted average number of ordinary
shares for the purposes of calculating diluted
earnings per ordinary share are identical to
those used for basic earnings per ordinary
share. This is because the exercise of share
options and warrants would have the effect
of reducing the loss per ordinary share and
is therefore anti-dilutive.
Capital allocation
The discipline with which a company allocates
capital is a key determinant of growth and
sustained financial returns. The Board is
actively engaged in this process. Zotefoams
focuses on achievable sustainable profit
growth by investing and developing its
business in the following ways.
Capital expenditure in foam manufacturing
The autoclave technology manufacturing
processes we operate in the UK, USA and
Poland are capital intensive and certain key
equipment can have long lead times.
Investment decisions require planning and are
made with a clear assessment of strategic fit,
risk, risk appetite, sustainability credentials
and expected returns. Confidence in the
Group’s developing portfolio of HPP
opportunities is a significant consideration in
determining the timing of certain investments,
while the strategic importance of maintaining
growth in the profitable Polyolefin Foams
business, the Group’s largest-volume product
range, informs the decision to increase total
Group capacity versus relying solely on
mix-enrichment.
Supported by increased investment in
innovation, see below, and partnerships such
as the global alliance we signed in May 24 with
Shincell, we intend to reduce capital intensity
and lead times that will allow us to invest more
quickly and flexibly. The first representation of
this is the expansion of our geographic reach
into Asia and closer collaboration with Nike and
its Tier 1 partners, all of whom are located in
the region.
Outside significant capacity-related
investments, the Group also invests to
maintain its capital-intensive assets, mindful
of the risk of operational disruption (see section
in this Annual Report on principal risks) and
opportunities to improve energy efficiency
and further reduce health and safety risk,
particularly at the older UK facility. The annual
and five-year capital requirements planning
outcomes, as well as progress against them,
are reviewed by the Board and individual
projects of a certain expenditure level require
Board approval beyond that given in the
normal annual budget cycle.
Zotefoams targets improvements in the
Group’s return on capital over the investment
cycle, while recognising the short-term impact
on the return of sizeable capital investments
during their construction and early operation
phases, where they may initially run at lower
utilisation and mix optimisation levels. With our
switch to small modular foaming production
from large, capital-intensive extruders and
autoclaves in Asia, we expect a faster return
on our capital outlay in this investment.
Investment in sustainable innovation
Zotefoams is an innovator in advanced
technical foams and pursues a strategy to
continuously develop a portfolio of products
that leverages its unique technology. As part
of our refreshed strategy, we intend to adopt
a hub and spoke model for innovation and will
invest in an Innovation Centre of Excellence
(the hub), and smaller Innovation Centres
(spokes) that are focused on, and embedded
within specific markets. Investing more in
dedicated teams, we will protect our
intellectual property and build on 100+ years
of supercritical fluid foam experience. We will
expand our capability into foam and plastic
fabrication to move along the value chain by
providing solutions beyond a raw material
to customers. We will evolve our current
technology and invest in new technologies
to reduce energy consumed in manufacture,
while developing products that significantly
reduce waste and emissions along the
value chain and will harness AI to reduce the
number of iterative development cycles and
time required.
During 2025, the Group will select a location in
the UK, outside of its Croydon manufacturing
site, to base its Innovation hub and staff the
location with qualified resource. It will form its
first Innovation spoke in South Korea in order
to greatly improve the collaboration and
innovation time required to support Nike
alongside their close Tier 1 suppliers, who
are all based in the region.
Working capital
The business requires investment in working
capital to achieve high levels of customer
service and targeted margins. Customer
payment terms reflect the competitive
environment of each of the geographical
and industrial markets in which the Group
operates. Inventory levels reflect the value
of the raw materials, the length of the supply
chain and the volume of inventory required to
achieve targeted customer satisfaction levels.
Growing beyond the space-restricted site in
the UK, as well as growing HPP at a faster rate
than Polyolefin Foams, where supply chains
can be longer, technical testing may be
required, the customer is likely to be more
strategic, and raw material purchase costs
are likely to be significantly higher, is
increasing the investment required in
inventory. The Group’s main suppliers are
either large multinational polymer
manufacturers or energy companies, where
the ability to negotiate credit terms is limited.
The Group believes there are opportunities to
optimise its working capital balance and will be
pursuing and tracking initiatives through 2025.
The Board receives monthly financial updates,
which include performance on working capital
against the annual budget and the quarterly
forecasts, both of which are reviewed and
approved by the Board.
Non-organic growth
The Group’s refreshed strategy explicitly
identifies acquisitions as a new lever to
complement organic growth that will help
us expand market access, acquire new
capability and expertise, and diversify into
adjacent markets.
Zotefoams plc
Annual Report 2024
34
Return on capital employed
Zotefoams defines the return on capital
employed (ROCE), which is a non-IFRS
measure, as operating profit before
exceptional items divided by the average sum
of its equity, net debt and other non-current
liabilities. This measure excludes acquired
intangible assets and their amortisation costs.
It also excludes significant capacity
investments under construction until they
enter production. We do not aempt to adjust
for first phase inefficiencies.
In 2024, the Group’s ROCE increased to 11.7%
(2023: 10.3%), mostly reflecting improved
profitability in the year as the Group increased
utilisation of its assets and improved the
product mix. Excluding MEL operating losses
that mostly resulted from investment in
ReZorce, which will not occur from 2025, ROCE
increased to 16.0% (2023: 14.2%). In line with
the definition, we have removed capitalised
costs related to investment in our second
low-pressure vessel in the USA, which we
expect to commission in H2 2025 and will then
add to ROCE on a time-apportioned basis.
Dividend
The Board has a progressive dividend policy,
recognising the importance to our
shareholders of the dividend as part of their
overall return while ensuring sufficient capital
and liquidity to pursue its growth ambition.
Minimum earnings cover of 2 times is targeted.
The Board regularly reviews this policy as the
Group grows and capital expenditure
demands a lower share of the cash generated.
The Directors are proposing a final dividend of
5.10p (2023: 4.90p), which would be payable on
2 June 2025 to shareholders on the Company
register at the close of business on 2 May 2025.
Taken with the interim dividend of 2.38p
(2023: 2.28p), this would bring the total
dividend for the year to 7.48p (2023: 7.18p) and
would represent a dividend cover of 3.5 times
(2023: 2.6 times).
Cash flow
The Group is by its nature highly cash
generative and, this year, cash generated
from operations has significantly increased
by £18.3m (151%) to £30.4m (2023: £12.1m).
Within this, there was a £2.5m net working
capital inflow (2023: £11.1m net working capital
outflow). Trade and other receivables
decreased £1.5m (2023: increased £3.8m),
reflecting continued strong cash recovery
across the Group combined with the year-end
timing of certain sizeable footwear customer
receipts. Inventory decreased £1.9m
(2023: increased £6.3m), reflecting the
reversal of a Q4 2023 £2.2m strategic build
of footwear and European polyolefin foams
to capitalise on available capacity and in
anticipation of high levels of capacity
utilisation in 2024, together with focused
management action on inventory levels.
Trade and other payables decreased £1.0m
(2023: decreased £1.0m) reflecting general
payment timings. Zotefoams recognises the
importance of its supplier relationships and
is proud of its performance with respect to
honouring agreed payment terms.
During the year, the Group paid interest on its
borrowings of £2.5m (2023: £2.1m), reflecting
slightly higher average debt levels across
much of the year. Net taxation paid during
the year, net of refunds, amounted to £2.9m
(2023: £2.2m), reflecting higher profits at the
Company alongside a full year of the increased
corporation tax rate in the UK.
Zotefoams’ property, plant and equipment
capital expenditure amounted to £10.3m
(2023: £5.8m). This was largely due to capacity
expansion to install a second low-pressure
autoclave in North America and investment
in equipment required for late-stage ReZorce
development trials. Expenditure was split
across several categories, the most significant
being 38% on capacity expansion and 15% on
new product development. ESG initiatives
were a key component of capital expenditure
in the year with 68% of expenditure offering
benefits through improved energy efficiency,
safety or reduced waste. Geographically,
22% was directed to our Croydon, UK, plant
(2023: 68%), 34% to our Walton, USA, plant
(2023: 18%) and 33% (2023: 5%) towards the
MEL business unit.
Summary cash flow
2024
2023
Profit before tax
0.2
12.8
Depreciation and amortisation
9.0
8.2
Exceptional costs of closure of business
15.2
Other
4.4
3.1
Net cash from operations before provisions and investment
in working capital
28.8
24.1
Employee defined benefit contributions
(0.9)
(0.9)
Working capital movement
2.5
(11.1)
Receivables
1.5
(3.8)
Inventory
2.0
(6.3)
Payables
(1.0)
(1.0)
Cash generated from operations
30.4
12.1
Interest paid
(2.5)
(2.1)
Taxation paid
(2.9)
(2.2)
Investments in intangible assets
(3.3)
(2.7)
Investments in tangible assets
(10.3)
(5.8)
Dividends
(3.5)
(3.4)
Net movement in borrowings
(1.6)
0.4
Lease payments
(2.3)
(0.8)
Other
0.3
0.1
Movement in cash and cash equivalents
4.3
(4.2)
Zotefoams plc
Annual Report 2024
35
Strategic Report
Governance
Financial Statements
Group banking covenants definition
Net debt to EBITDA ratio (Leverage)
£m
2024
2023
£m
2024
2023
Profit after tax
(2.8)
9.2
Net debt per IFRS
33.1
31.6
Adjusted for:
IFRS 16 leases
(9.0)
(1.3)
Depreciation and amortisation
9.0
8.2
Roundings
(0.1)
Finance costs
3.1
2.5
Net debt per bank
24.1
30.2
Finance income
(0.3)
(0.2)
Leverage per bank
0.9
1.2
Share of result from joint venture
(0.1)
Equity-seled share-based payments
1.1
1.3
Exceptional costs of closure of business
15.2
Taxation
2.9
3.6
Roundings
0.1
0.1
EBITDA
28.2
24.7
EBITDA to net finance charges ratio
£m
2024
2023
£m
2024
2023
EBITDA, as above
28.2
24.7
Finance costs
3.1
2.5
Finance income
(0.3)
(0.2)
Share of result from joint venture
EBITDA to net finance charges
10.8
11.2
Net finance charges
2.9
1
2.3
1
After roundings.
GROUP CFO’S REVIEW
(CONT.)
The Group also invested £3.3m (2023: £2.7m)
in intangible assets, almost entirely related
to MEL patents and capitalised development
costs for ReZorce, which have subsequently
been impaired.
Dividends paid in the year amounted to £3.5m
(2023: £3.4m) and lease payments increased
to £2.3m (2023: £0.8m), with £1.3m of these
payments related to the Shincell agreement
(2023: nil). Closing net debt
(as defined under
the bank facility definition) decreased £6.1m
(20%) to £24.1m (2023: £30.2m), while on an
IFRS basis, closing net debt rose to £33.0m
(2023: £31.6m) as a result of IFRS 16 leases,
£6.6m of which relate to the year-end Shincell
liability. At the year end, the Group remains
comfortably within its bank facility covenants,
with a multiple of EBITDA to net finance
charges of 10.8 (2024: 11.2), against a covenant
minimum of 4 (2023: 4), and net debt to EBITDA
(leverage) multiple of 0.9
(2023: 1.2), against a
covenant of 3.5 (2024: 3.5). See “Debt facility”
for a definition of leverage and information on
the Group’s bank facility arrangements.
Debt facility
The Group’s gross finance facilities with
Handelsbanken and NatWest comprise a
£50.0m multi-currency revolving credit facility
with a £25.0m accordion with a renewal date
of March 2027 and an interest rate ratchet,
and include a small element related to the
achievement of sustainability targets. The
facility has two covenants: a finance cost
covenant with a multiple of 4.0x and a leverage
covenant with a multiple of 3.5x.
At 31 December 2024, headroom, which we
define as the combination of amount undrawn
on the facility and cash and cash equivalents
disclosed on the statement of financial
position, amounted to £25.7m (2023: £19.4m).
Zotefoams defines EBITDA as profit for the
year before tax, adjusted for depreciation and
amortisation, net finance costs, the share of
profit/loss from its joint venture, equity-seled
share-based payments and exceptional costs.
Net debt comprises short- and long-term
loans less cash and cash equivalents and is
adjusted from IFRS by the impacts of IFRS 2
and IFRS 16 under the bank facility definition.
Post-employment benefits
The Company operates a UK-registered
trust-based Defined Benefit Pension Scheme
(the “DB Scheme”), which provides defined
benefits. Pension benefits are linked to the
members’ final pensionable salaries and
service at their retirement (or date of leaving
if earlier). The Trustees are responsible for
running the DB Scheme in accordance with
the DB Scheme’s Trust Deed and Rules, which
set out their powers. The Trustees of the
DB Scheme are required to act in the best
interests of the beneficiaries of the DB
Scheme. There is a requirement that at least
one-third of the Trustees are nominated by the
members of the DB Scheme. The DB Scheme
was closed to new members in 2001, as was
the link to future accrual of salary in 2005.
Inconsistencies in the way the DB Scheme’s
link to future accrual of salary was closed in
2005 were rectified in 2019. There are three
categories of pension scheme members:
deferred members with salary linkage:
current employees of the Company who
have not consented to the break in their
salary linkage
deferred members: former and current
employees of the Company not yet in
receipt of pension
pensioner members: in receipt of pension.
Zotefoams plc
Annual Report 2024
36
The Trustees are required to carry out an
actuarial valuation every three years. The last
full actuarial valuation of the DB Scheme took
place as at 5 April 2023. On a Statutory Funding
Objective basis, a deficit was calculated for
the DB Scheme of £2.9m (previous triennial
valuation: £7.7m). In respect of the shortfall,
the Company agreed with the Trustees to
make contributions to the DB Scheme of
£643,200 p.a. (previously £643,200 p.a.) to
meet the shortfall by 31 July 2028 (previously
31 October 2026). In addition, the Company
pays the ongoing DB Scheme expenses of
£216,000 p.a. (previously £216,000 p.a.) to
cover administration expenses, PPF levies and
premiums for death-in-service lump sums
associated with the Scheme. The Company
therefore expects to pay £859,200 to the
Scheme during the accounting year beginning
1 January 2025.
The defined benefit obligation is valued by
projecting the best estimate of the future
benefit from the outlay of monies (allowing for
future salary increases for deferred members
with salary linkage, revaluation to retirement
for deferred members and annual pension
increases for all members) and then discounting
to the balance sheet date. The majority of
benefits receive increases linked to inflation
(subject to a cap of no more than 5% p.a.).
The valuation method used is known as the
Projected Unit Method. The approximate
overall duration of the Scheme’s defined
benefit obligation as at 31 December 2024 was
around 10 years. The net IAS 19 deficit on the
DB Scheme decreased by £1.1m to £1.6m as at
31 December 2024 (31 December 2023: £2.7m)
and represents 1.4% (2023: 2.3%) of
consolidated net assets. The present value of
the defined benefit obligation at the year-end
decreased by £1.8m from £26.5m in 2023 to
£24.7m in 2024 which was partially offset by
the actual investment return achieved on
the assets, which decreased by £0.6m from
£23.8m in 2023 to £23.2m in 2024. Zotefoams
does not consider its pension scheme to be
a key risk to its ability to achieve its strategic
objectives, due to the immaterial share of net
assets that the deficit represents. Mitigation
of further risk is expected to come from our
growth expectations and the continued focus
by the Trustees on a lower-risk strategy to
meet the DB Scheme’s deficit.
Going concern
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 1 to 71 and the section entitled
“Risk management and principal risks” on
pages 38 to 50. These also describe the
financial position of the Group, its cash flows
and liquidity position. In addition, note 22
to the financial statements includes the
Group’s objectives, policies and processes
for managing its capital, its financial risk
management objectives, details of its financial
instruments and hedging activities, borrowing
facilities and its exposure to credit risk and
liquidity risk.
The Directors believe that the Group is well
placed to manage its business risks and,
after making enquiries including a review of
forecasts and predictions, taking account
of reasonably possible changes in trading
performance and its available debt facilities,
have a reasonable expectation that the
Group has adequate resources to continue
in operational existence for the next twelve
months following the date of approval of the
financial statements. The Directors have also
continued to draw on the Group’s success
in reacting to the challenges of COVID-19
through its safety protocols and cost and cash
management, all of which could be replicated
in a similar scenario.
After due consideration of the range and
likelihood of potential outcomes, the Directors
continue to adopt the going concern basis of
accounting in preparing this Annual Report.
Financial risk management
The main financial risks of the Group relate
to funding and liquidity, credit, interest rate
fluctuations and currency exposures.
The management of these risks is
documented in note 22.
G McGrath
Group CFO
7 April 2025
Zotefoams plc
Annual Report 2024
37
Strategic Report
Governance
Financial Statements
RISK MANAGEMENT AND PRINCIPAL RISKS
MANAGING OUR RISKS TO ACHIEVE OUR
STRATEGIC OBJECTIVES
Governance of risk
The Board, in the context of our set objectives,
is responsible for the risk management
framework and for managing the Group’s
key strategic and emerging risks. It delegates
to the Audit Commiee the review of the
effectiveness of risk management, the system
of internal control, the monitoring of the quality
of financial statements and consideration of
any findings reported by the External Auditor
in relation to the Group’s control environment
and its financial reporting procedures as part
of its annual audit. The Group Executive Team
(GET) supports the Board in its responsibilities,
manages the risk framework on a day-to-day
basis and considers any emerging risks that
may not be covered under the existing
framework. Comprising the majority of the
GET, the Internal Control Commiee meets
bi-annually to validate the effective functioning
of the framework, assess any need for change
and consider the more detailed outputs of the
functional steering commiees. The functional
steering commiees, comprising GET
members as well as functional experts,
identify and address the specific and
emerging risk areas within their area of focus.
The Board confirms that it has completed a
robust assessment of the Company’s and
Group’s principal and emerging risks and
uncertainties. The procedures, and how these
risks and uncertainties are being managed,
are laid out below.
Risk appetite
Zotefoams is a business with good
opportunities for growth. Reflecting the
uniqueness of our technology, its capital
intensity and the importance of matching
capacity with our demand expectations, we
plan for the future over five years and convert
these plans into financial forecasts. To achieve
more ambitious targets, we understand we
must be willing to accept higher levels of risk.
We seek an appropriately balanced outcome,
where we consider the level of reward
commensurate with the likelihood of success.
We recognise the importance of taking these
risks within clear boundaries as recommended
by the GET and approved by the Board.
We challenge, reassess and reaffirm these
boundaries regularly and, for key decisions,
on a case-by-case basis. As a manufacturing
company, the health and safety of our
employees will always be paramount, which
translates into an extremely low tolerance
for risk in this area.
Zotefoams’ risk management process is designed to improve
the likelihood of achieving its strategic objectives, keep its
employees safe, protect the interests of its shareholders and
key stakeholders, and enhance the quality of its decision-making.
Developments during the year
Changing investment priorities
The Group announced on 18 December 2024
that it was ceasing to invest in ReZorce®
Circular Packaging, a multi-award winning fully
recyclable mono-material barrier packaging
solution with clear sustainability benefits,
having been unable to identify a partner
prepared to take the technology forward
despite significant interest from global food
and beverage and packaging businesses.
Given the capital investment, complex market
access and expertise required to achieve
high volume production of finished packaging,
the Board has consistently believed, and
communicated to shareholders, that a
strategic partner was necessary to realise
the commercial potential of the ReZorce
technology. In 2024, the opportunity
consumed significant resources and the
business has determined that, going forward,
it should focus the Group’s resources on the
opportunities in the core supercritical fluid
foams businesses. The intellectual property
and know-how associated with ReZorce is well
protected and will be retained by the Group
in order to preserve its ability to realise the
value of this unique technology, should
market conditions become more favourable.
The impact of this decision is an impairment
of the MEL business unit which, together
with closing costs, has been recognised as
an exceptional item amounting to £15.2m
in the P&L.
Creating a new growth curve in Footwear
The Footwear business grew 46% this year,
and sales represent 45% (2023: 36%) of
Group sales. The relationship with Nike is
strong, with a dedicated Zotefoams team
engaged in frequent discussions around
current operations and future opportunities.
As competition increases in the footwear
market, which is predominantly based in Asia,
the importance of accelerating technical
advancement and reducing cost has become
more acute, and Zotefoams recognises that
securing and growing sales in Footwear will
only be possible by establishing production in
Asia and working more closely with its partners
on research and development. Engagement
and discussion during the year with Nike has
resulted in a decision in February 2025 to
invest, as a first stage, £24m in a manufacturing
facility in Vietnam, a key production centre for
the footwear industry, with the expectation
to be operational late 2026/early 2027.
Alongside this, Zotefoams will also invest in
an Innovation Centre in South Korea, where
Nike has its footwear innovation centre, to
work more closely with Nike and its closest
partners on new product developments.
The Group has an exclusivity agreement with
Nike to 31 December 2029, demonstrating
the commitment by both parties to further
develop footwear technology and the
partnership’s success.
Accelerating innovation
The Group entered into a global alliance
agreement in May 2024 with Suzhou Shincell
New Materials Co, Ltd (“Shincell”) of Suzhou,
China. This alliance helps extend Zotefoams’
technical capability and gives us access to a
wider range of products for both new and
existing markets, while enhancing the Group’s
technology platform for new products to
deliver growth. Cooperation has already helped
the Group identify a more cost-effective and
faster solution to producing in Asia, and it is
expected that further opportunities will come
from high-tech applications.
New leadership
Ronan Cox was appointed as Group CEO at the
Annual General Meeting held on 22 May 2024
following a competitive process led by a leading,
global recruitment company. A thorough
onboarding programme has allowed for a
smooth transition.
The GET was restructured during H2 2024 and
new roles created, with two new members
joining in November 2024 and one in January
2025. A thorough onboarding programme has
helped allow these executives to familiarise
themselves quickly with the organisation and
be in a position to drive forward the Group’s
ambitious objectives.
A refreshed version of our corporate vision,
mission and values was launched internally
during the year, supported by a thorough
roll-out programme. Alongside the Group’s
purpose of providing optimal material solutions
for the benefit of society, they are expected to
guide the Group to success. More information
on these is provided in our Social section on
pages 63 to 71.
Zotefoams plc
Annual Report 2024
38
Continued accreditation
The Croydon, UK, and Brzeg, Poland,
manufacturing plants retained accreditation
to the Occupational Health and Safety
Management System ISO 45001 during the
year. This reflects significant focus and effort
from a dedicated Health and Safety team at
both sites, underpinned by high levels of
Executive team engagement and a continuous
focus by employees on risk identification
and mitigation.
Both plants also retained accreditation to the
Environmental Management System ISO 14001
during the year.
The Quality Management System
accreditation ISO 9001 was recertified across
the Croydon, UK, Walton, USA, and Brzeg,
Poland, sites.
Effective governance
The GET, via the Internal Controls Commiee,
met twice during the year specifically to review
and update the Group’s principal risks and
uncertainties, which included ensuring that
any emerging risks were being effectively
captured in a timely manner. In November 2024,
Zotefoams engaged Grant Thornton UK LLP,
our Internal Auditor, to review our risk
management framework. Board, Executive
members and Risk Commiee leaders were
interviewed during the process, and the
results were presented to the Board in January
2025. Key findings, that have been accepted
by the Board and will be implemented during
2025, were the recognition of a strong risk
management framework but opportunities
to make it less resource-intensive, increase
aention to opportunities and increase the
linkage of risk to appetite.
Zotefoams has made further good progress
on the formal and effective documentation
of controls and the testing thereof and we
expect to be fully compliant with Provision 29
of the new Corporate Code when it comes
into force for financial periods starting
1 January 2026. During the year, documentation
of the control environment was carried out
for Zotefoams’ T-FIT China subsidiary and
commenced for Zotefoams Inc, USA, with
the expectation of the laer being completed
in early Q2 2025. Control testing was
conducted for the largest of the Group’s
entities, Zotefoams plc and Zotefoams Inc,
together with the T-FIT China operations.
The controls walkthrough process has begun
at Zotefoams SP z.o.o., Poland, and work will
continue through 2025. As a result of our
controls testing, we continue to make
changes to processes that enhance controls
and increase efficiency while maintaining an
effective internal control system.
The Group continues to use an external
adviser to perform its financial internal audit
services. During the year, based on the Group’s
internal risk assessments and an agreed
three-year audit plan that requires two audit
engagements per year, our Internal Auditor,
Grant Thornton, completed a full controls
review of our China business and a full controls
review of our US business, with outcomes
and improvement plans presented to the
Audit Commiee.
The Board reviewed the Group’s key policies,
including anti-bribery and corruption,
competition, ethics, whistleblowing and share
dealing, to make sure they remain relevant and
are operating effectively.
Zotefoams prepares an annual strategic plan
over a five-year period. The Board and GET
risk-assessed this plan during the two-day
annual strategic review in October.
Cyber security
Cyber security remains a critical part of our IT
strategy and is embedded in our day-to-day
operations. In March 2024, the Group achieved
ISO 27001:2022 accreditation across its UK,
US and Polish operations. This information
security standard provides a robust framework
for establishing, implementing and managing
an Information Security Management System,
demonstrating our commitment to
maintaining the highest information security
standards and ensuring the confidentiality,
integrity and availability of our data and
systems. In addition, we were re-awarded the
Cyber Essentials Plus certification in 2024.
This certification involves an in-depth and
thorough independent assessment of our IT
systems, further validating our cyber security
measures. Zotefoams also continued with its
cyber security awareness testing programme
for managers and staff across the Group,
including the Board. This programme includes
monthly phishing tests emailed to each staff
member, using the highest difficulty seing.
There was no instance of a cyber security
breach in 2024.
Sustainability targets
Board-approved sustainability targets,
which include commitments made as part
of our 2022 refinancing agreement with
Handelsbanken and NatWest, were monitored
throughout the year. These include targets
around waste reduction, energy consumption
and new product development. Progress was
made and is reported on page 60 in the
ESG report.
Global events
The ongoing conflicts in Ukraine and Gaza
have had lile direct impact on the Group,
as supply chains have adjusted, and the only
impacts experienced during the year have
been slightly increased shipping times and
costs of our footwear products into Asia from
the UK production facility.
Tariffs
A developing risk, post year end but prior to
the signing of this Annual Report, is the US
administration’s declaration of global tariffs.
While the situation is fluid, the Group believes
it is well positioned to mitigate the effects
of global protection measures, although it
would be impacted by a global downturn.
See ‘External’ on pages 49 and 50.
Zotefoams plc
Annual Report 2024
39
Strategic Report
Governance
Financial Statements
Risk management framework
Board
Group Executive Team
Audit Commiee
Ensures that risk is managed
across the business
Inputs into the Board’s process for seing risk appetite
Implements strategy in line with the Group’s risk appetite
Manages opportunities and the resulting risks
Maintains a watching eye over emerging risks
Leads operational management’s approach to risk
Inputs its assessment of risk and opportunities into the
Internal Controls Commiee
Ensures satisfactory resolution of actions identified at the
Internal Controls Commiee
Is directly responsible for managing certain specific, high-level risks
Reviews and assesses the effective functioning of, and proposed
amendments to, the Group’s risk management framework
Reviews the outputs and the effectiveness of all functional steering
commiees and takes action where outputs do not achieve the desired effect
Reviews and approves the Zotefoams business continuity plan
Reviews the context within which Zotefoams operates and the effect of
risks and opportunities on management systems and strategic direction
Assesses and ensures mitigating actions identified at functional
steering commiees are planned, implemented and effective
Reviews, updates and submits the Group’s principal risks and
uncertainties to the Board
Monitors and reviews the effectiveness of the Group’s
risk management framework
Considers reports from the Internal Auditor and the
External Auditor in relation to risk and control
Defines the Group’s appetite for risk
Assesses the Group’s principal
risks and opportunities
Internal Controls Commiee
Functional Steering Commiees
Audit processes
Operational management
Employees
Members of functional steering commiees
Creates an environment where risk management is embraced and the
responsibility for risk management is accepted by all employees
Implements and maintains risk management processes
With plc responsibility
Health and Safety (with a sub-commiee on Fire
Protection)
Environment
Group Sustainability
IT (with a sub-commiee on Artificial Intelligence,
introduced in 2023)
Quality
Product Development
Marketing Communications
Planning and Capacity
Capital Planning
Foreign Exchange
HR and Training
T-FIT business unit
Key Supplier Review
Contract Control
Credit Management
Maintenance
With local responsibility
Zotefoams Inc Executive, plus functional
sub-commiees
MEL Executive, plus functional sub-commiees
Zotefoams Poland Executive, plus functional
sub-commiees
*
Covers all entities other than those identified under
local responsibility
Chaired by, and including, Group Executive Team members
Provide a regular forum for active monitoring of key emerging and more
established business risks as they relate to the achievement of the Group’s
strategic objectives, the controls and activities in place to mitigate them,
the key actions required and their timings
Report bi-annually to the Internal Controls Commiee on adherence
to their Terms of Reference specific to risk and raise any failures in the
effectiveness of existing processes
External financial audit: the Group’s External Auditor, PKF Lilejohn LLP,
performs the annual statutory audit which includes a report to the Audit
Commiee on significant findings
Internal financial audit: the Group engages the services of a third-party
provider of internal audit services, Grant Thornton UK LLP, and follows a
risk-based annual audit plan as approved by the Audit Commiee
Non-financial audit: the Group’s main manufacturing sites hold
accreditations to various international standards for health and safety,
environment and quality. To maintain these accreditations, we engage
reputable third parties to verify ongoing compliance. Additionally,
internal audits are conducted globally by third-party providers of
internal audit services and our own quality professionals
Active in the day-to-day understanding and management of risk
Steering commiees are in place for:
RISK MANAGEMENT AND PRINCIPAL RISKS
(CONT.)
Zotefoams plc
Annual Report 2024
40
Principal risks and uncertainties
The details of our principal and emerging risks
and uncertainties and the key mitigating
activities can be found on pages 42 to 50.
We are disclosing those risks and
uncertainties that we believe have the
greatest impact on the achievement of our
strategic objectives. The Group is exposed to
a wide range of risks in addition to those listed,
and these are managed through the risk
management framework shown on page 40.
This framework enables us to monitor for any
increase in likelihood or impact and ensure
that we have the appropriate mitigations
in place.
Zotefoams’ risk profile will evolve as the
business grows at its targeted pace,
although we expect these principal risks and
uncertainties to remain broadly the same.
We face a number of uncertainties where
an emerging risk may potentially impact us in
the longer term. In some cases, there may be
insufficient information to understand the
likelihood or impact of the risk. We also might
not be able to fully define a mitigation plan
until we have a beer understanding of the
threat. We continue to identify new emerging
risk trends, using the inputs from all
components of our risk management
framework. These are normally identified and
assessed within the functional steering
commiees and reviewed by the Internal
Controls Commiee in the course of its normal
Terms of Reference. If they are identified at a
higher level, they are pushed down into the
relevant functional steering commiee for
tracking, assessment and consideration of
treatment, or retained at a higher level within
the risk management framework.
Key to links to the strategy
1
Deliver an improved mix of products
2
Run at high capacity utilisation
3
Increase our operating margins
4
Improve our return on capital (over our investment cycle)
5
Clarify and improve the Group approach to sustainability and climate change
We have removed the risk related to MuCell technology from our strategy, which
was number 6 in the key links to the strategy in our Annual Report 2023 and read:
“develop and invest in MuCell® technology to deliver potentially high-value disruptive,
sustainable technology while remaining within the Group risk appetite.” The Group
decided in December 2024 to pause investment in ReZorce technology, close down
the MuCell facilities and impair the investment.
Having assessed the outcome of the risk management framework, which the Board
considers to have run effectively throughout the year, we have concluded that there
are no further changes to our assessment and that emerging risks fall within the risk
groupings already identified.
Our principal risks and uncertainties are:
Operational disruption
Environmental sustainability and climate change
Global capacity management
Technology displacement
Scaling-up international operations
Customer concentration
External
Zotefoams plc
Annual Report 2024
41
Strategic Report
Governance
Financial Statements
RISK MANAGEMENT AND PRINCIPAL RISKS
(CONT.)
Description and context
What is the risk?
The performance of our business will be
impacted if we are unable to run our
equipment and manufacture and distribute
products at rates at least equivalent to those
currently achieved unless able to remove the
equivalent amount of cost. The potential
impacts of operational disruption are:
i) sizeable financial consequences related to
missed sales and the high operational gearing
nature of the business; ii) the commercial and
longer-term consequences of not delivering
to strategic customers dependent on our
products; and iii) the reputational damage
that might impact the business as well as
future chances to acquire new business.
Material influencing factors
The Croydon, UK, site manufactures the
majority of Zotefoams’ polyolefin foams and,
given their complexity, almost all of its
high-performance products. It operates at
high utilisation rates. A major incident specific
to safety, health and the environment,
including a fire, high absenteeism resulting
from a pandemic or a significant operational
disruption from the failure of either critical
equipment or the IT systems that drive them,
could shut down the plant for a period of time.
We do what others do not, making us unique
and providing significant opportunities.
However, this uniqueness also means that
certain of our engineering components
and raw materials are sourced from single
suppliers. Disruption to those supplies, either
on a temporary or more permanent basis,
could affect production and supply to the
Group’s customers, with the knock-on impact,
in certain defined circumstances, of
contractual commercial consequences
resulting in possible customer claims.
The Group production processes are energy
intensive. Current regional conflicts have
demonstrated their impact on energy
availability and pricing, which would above all
impact our UK and Poland foam manufacturing
facilities. Failure to resolve a reduction in
energy supply in the markets where we
manufacture foam could impact the ability
of these sites to operate. The risk to the
USA facility is considered low.
Mitigating actions
Safety, health and environment policies
We have extensive safety, health and
environment policies and procedures
in place which are in line with best practice.
The reporting of incidents, including “near
misses” and damage to plant or equipment
not resulting in personal injury, is mandatory
to track issues and to prevent recurrences.
Regular internal and external audits are
performed, with high levels of GET
engagement, and quarterly reports are
submied to, and discussed by, the Board.
International trade
We have increased our capability around
logistics and import/export compliance,
through people, skills and focus, because
of the increased complexity in trading
internationally post Brexit, where input and
output trade can be blocked at ports and
penalties can be imposed for incorrect
paperwork. We are accredited to the
Authorised Economic Operator status, which
is an internationally recognised quality mark
that certifies that a business’s role in the
international supply chain is secure and has
customs control procedures that meet
Authorised Economic Operator standards
and criteria.
Insurance
The Group ensures that it has updated and
sufficient insurance in place to cover capital
restatement and loss of profits in the event of
operational disruption caused by unforeseen
events. We also work closely with our
insurance advisers and their experts to ensure
that operations maintain the highest level of
fire protection measures.
Maintenance and replacement strategy
We ensure that our assets are well looked
after through a well-resourced maintenance
team, a globally recognised asset
management system and proactive
maintenance investment, including annual
shutdowns. Our pressure equipment is
operated under prevailing regulations and is
subject to systematic internal and frequent
external inspections. Appropriate contingency
plans are in place in the event of the failure of
certain major pieces of equipment, which
include maintenance and support plans with
key suppliers and well-resourced functions
that manage stores inventory. We also have
a well-resourced, highly experienced
engineering team that collaborates closely
with the maintenance team and, together,
plan and implement equipment replacements
and upgrades that target full elimination of
operational disruption. The more experienced
and larger UK-based teams have increased
their collaboration with their US counterparts
to tackle inefficiencies and reduce the risk of
operational disruption in the USA.
Seeking dual sources
Wherever possible, supplies and services
are sourced from more than one supplier or
location. However, this is not always possible
due to the special nature of the raw materials,
particularly those used to manufacture
high-performance products, and the
machinery used. We continually monitor
suppliers and search for new ones. We have
identified new component suppliers in the
USA as a result of our investment activities
at our Kentucky, USA plant and invested
dedicated resources in the search for, and
testing and approval of, alternative suppliers
of critical materials and services. We also
endeavour to have sufficient levels of safety
stock to mitigate short-term supply issues,
which is now further supported by our Poland
plant, close to key European customers.
Operational disruption
i
4
3
2
1
Strategy
Risk trend
Zotefoams plc
Annual Report 2024
42
Operational disruption (cont.)
i
4
3
2
1
Strategy
Risk trend
Investing in IT and IT security
We continue to invest in our IT systems and
department. We operate the latest version
of the Microsoft Dynamics AX ERP system
across all our businesses and put through
all recommended fixes without exception.
We have multiple redundancy points limiting
failure of any one piece of hardware or
operating system, we are increasingly moving
towards a cloud-based system, and we have
up-to-date policies and procedures and
comprehensive documentation on all our
critical assets and core configurations. We are
accredited to security standard ISO 27001:2022
and certified to Cyber Essentials Plus. We also
train our employees on a regular basis to spot
potential cyber-aacks through
communication and online training.
Energy
Despite the ongoing conflict in Ukraine,
coordinated global government actions have
reduced dependency on Russia and seen a
stabilising in energy costs. While energy costs
remain at a higher level than before the
conflict, this does not pose a material risk to
the continuity of operations at Zotefoams as
the Group can consume these costs and can
pass them on to customers. In line with the
Group’s ESG strategy and documented
targets, actions are also ongoing to reduce
energy consumption, although we recognise
that demand for certain types of energy
during the transition to a low-carbon economy
may adversely impact costs. Supply shortages
in the UK and Poland would have a greater
effect on the Group than any increase in cost.
The Group assesses this risk as very low.
Operations outside the UK
Zotefoams has invested significantly in recent
years in its manufacturing capability outside
the UK. The Kentucky, USA site now operates
all three manufacturing stages, like in the UK,
and is currently investing in a second low-
pressure vessel to enhance expansion
capability and provide security over the
existing ageing asset. The US manufacturing
capability provides polyolefin foam capacity,
in the first instance, but could provide capacity
for HPP foams if needed. We also operate a
third foam manufacturing location in Poland,
commissioned in 2021, which expands, stores
and distributes polyolefin foams to European
customers previously shipped from the UK,
improving customer service. This plant
receives semi-finished products from the UK
or USA, which have the first and second stage
manufacturing processes. In 2024, we also
began expanding Footwear products and
distributing them to Asia, using semi-finished
goods from the UK. These increased options
reduce dependency on the UK facility.
Finally, the Board has agreed to invest in
production capability in Vietnam to support
and grow our successful footwear operation,
which will further derisk our reliance on UK
manufacturing. We expect to be producing
and supplying Asia-based products in late
2026/early 2027.
Another pandemic in the workplace
We now have the experience required to
understand the impacts of a pandemic and are
ready to reintroduce measures at short notice
should circumstances ever dictate.
Steering Commiees
Board
Group Executive Team
Planning and Capacity Commiee
Health and Safety Steering Commiee
Environmental Steering Commiee
Key Supplier Review Steering Commiee
Contract Control Steering Commiee
IT Steering Commiee
Maintenance Steering Commiee
Zotefoams Inc Executive Commiee
Zotefoams Poland Executive Commiee
Zotefoams plc
Annual Report 2024
43
Strategic Report
Governance
Financial Statements
RISK MANAGEMENT AND PRINCIPAL RISKS
(CONT.)
Description and context
What is the risk?
Zotefoams’ business model, strategy,
investments or operations could be assessed
by stakeholders as having an unacceptable
future impact on the natural environment and
on national and international targets to tackle
climate change, with consequences including
financial penalties, an inability to hire the right
staff, shareholders unwilling to invest, and not
having products customers want to buy, all of
which challenges business viability.
Material influencing factors
Transitional risks exist relating to
developments in political and regulatory
requirements that affect the products that
Zotefoams manufactures. As businesses
progress towards a net zero greenhouse gas
target by 2050, there is potential for abrupt
government intervention aimed at ensuring
that certain milestones are met. This
intervention may involve legal and regulatory
changes, including loss of financial incentives,
new taxation, compliance costs relating to
plastic products or enhanced reporting
expenditure, with a resulting financial impact.
A fuller analysis is included in the TCFD
section. Our TCFD disclosures may be found
on our website:
hps://zote.info/3mjufjS
Growing global concerns exist over the waste
generated from the over-consumption, misuse
and over-packaging of consumer goods and
there is a progressive tightening of restrictions
on substances that are, or may be, hazardous
to the environment, such as perfluoroalkyl and
polyfluoroalkyl substances (PFAS).
There is negative consumer perception of
plastics, despite our belief that plastic can be
the optimal material solution for the benefit
of society when used for certain applications.
Mitigating actions
Firm environmental footing
We consider Zotefoams to be well positioned
environmentally. Our core materials offer
improved product performance using less
material than competitors. While there is
understandable consumer concern at the
environmental impact of single-use plastic,
used predominantly in consumer packaging,
products using our foams are primarily integral
components in larger systems or are used in
the long-term protection and storage of items.
They are rarely used in consumer disposable
items. Our foams save weight and fuel in cars,
trains and aircraft, save energy by insulating
and provide protection to people and goods.
Our products help our customers reduce
emissions, lower energy usage, improve fuel
efficiency and comply with increasingly
stringent safety regulations. In the medium
term, we anticipate our technology being used
to meet the growing demand for improved
sustainability, with foams which include
recycled or renewable content polymers.
Zotefoams supports measures to restrict
substances that cause environmental harm,
but we believe that polymeric PFAS have vastly
different toxicological and eco-toxicological
profiles which should not be captured by
these restrictions and believe that end-of life
waste can be effectively managed. Zotefoams
continues to sell a small range of polymeric
PFAS products, given their overall positive
impact on the environment. However, we do
recognise the threat of future restrictions
and have begun work on alternatives, although
to date we have not found any that offer the
same level of performance as polymeric PVDF
across the range of applications where its
aributes are considered valuable. A current
absence of alternative polymers, and minimal
view of the work in the industry on making
alternatives, means there is not a clear path
or timeline to replacement at this point.
We recognise the importance of reducing
energy emissions in our production processes
and pursue continuous improvement in our
operations, supported by investment in
capital additions or replacements which
further this aim. This will be supported by
effective reporting on our environmental,
social and governance (ESG) performance,
see next column.
Environmental sustainability-focused
developments
We have established sustainability targets
focused on the reduction of our Scope 1 and 2
carbon emissions and report on them annually.
In parallel with these specific Scope 1 and 2
targets, we use carbon-accounting to
preferentially select the markets in which
we target growth and to guide selection of
appropriate products by our customers. We
continually add products to our portfolio which
have been developed to be more sustainable.
We have set long-term and interim targets
for the design and development of products
which are use-phase efficient with further
product development of foams made from
bio- and recycled polymers. For further
information, refer to “Key targets” in the
environmental, social and governance (ESG)
report on pages 56 to 71.
Effective reporting on ESG performance
With an environmentally conscious
technology and material solutions focused
on applications that are not single-use,
Zotefoams is uniquely positioned to help
reduce customers’ carbon footprints or
increase material efficiency. Having
recognised the need to provide stakeholders
with financially material, decision-useful
information relating to our ESG performance,
we have adopted the Sustainability
Accounting Standards Board (SASB)
framework and are reporting against it in 2024,
see page 62. Zotefoams also provides
disclosures in line with the recommendations
of the Task Force on Climate-related Financial
Disclosures (TCFD). Our SASB and TCFD
disclosures may be found on our website:
hps://zote.info/3mjufjS
. The Group’s bank
facilities also include sustainability targets,
details of which are provided on page 60.
Steering Commiees
Board
Group Executive Team
Group Sustainability Steering Commiee
Environmental Steering Commiee
Key Supplier Review Steering Commiee
Zotefoams Inc Executive Commiee
MEL Executive Commiee
IT Steering Commiee
Environmental sustainability and climate change
5
4
3
2
1
Strategy
Risk trend
Zotefoams plc
Annual Report 2024
44
Global capacity management
i
5
4
3
2
1
Strategy
Risk trend
Description and context
What is the risk?
As we grow our business at the rate we target,
it is important that we create the required
capacity in the right geographies to match
anticipated demand. Failure to execute well
and in a timely manner will impact both
opportunity creation and the speed of growth.
We face material risks due to the uncertainty
of medium- to long-term demand, the high
capital costs and long construction periods of
our technology, the successful execution of
our investment projects, the risk of loss of an
important customer and the ability to finance
these investments.
Material influencing factors
Zotefoams’ organic growth is founded on
its unique offering, its relevance to the global
megatrends of environment, regulation and
demographics, listed on pages 6 and 7, and
its ability to create new markets and new
applications. The nature of demand differs
between the markets we serve and across
the products we use to serve those markets.
Polyolefin foam sales are very diversified and
more aligned with GDP, but are boosted by the
benefit of the environment, regulation and
demographic megatrends. HPP sales are less
influenced by general macroeconomic drivers
and more aligned with specific, often larger,
opportunities with the end-user, who also
has a more direct involvement in the growth
trajectory. This can make the timing of growth
difficult to predict, but not having the right
capacity available at the right time may mean
the opportunity cannot be realised. While
the improved margins associated with our
high-performance products mean we will
prioritise capacity in this area, we also plan
to continue our investment in capacity for
polyolefin foams to support growth in target
markets with a clear runway for growth for
these products.
Our unique technology is capital intensive
with long lead times, although we are now
developing more modular technology
solutions and using insights gathered from
our alliance with Shincell. The UK site is highly
developed, with space limitations restricting
further investment, meaning the next growth
initiatives have been in other sites and
geographies, most recently the USA and
Poland and now the planned investment in
Vietnam. New sites, irrespective of technology,
require accurate risk assessment and time
to implement.
The Group needs to have sufficient cash or be
able to draw on loan facilities or access capital
markets to finance capacity expansion. Funds
for investment are required for a period of time
before the assets start generating cash, which
can increase debt levels and leverage ratios.
Mitigating actions
Investment in Asia
The Group has announced its intention to
build capacity in Vietnam to service its
Footwear business, which is predominantly
based out of the region. This will position us
close to our customer and the footwear
market, reduce cost and significantly simplify
the supply chain, providing medium-term
opportunity from increased growth in this
important market for Zotefoams. It is
expected that both the UK and Vietnam will
service footwear demand, which will relieve
the current high levels of performance
required of the UK that allow lile room for
unforeseen events.
Building on our experiences in the USA,
UK and Poland
The experiences gained through our recent
investments in the UK, US and Polish sites, and
our knowledge acquired from the purchase of
expertise in mixed gas foaming technology
from Shincell, have provided a significant
increase in know-how, spread across more
personnel, which reduces uncertainty around
the execution of future investments. We have
identified new suppliers of critical equipment
in the USA and mainland Europe, which were
previously single-sourced in the UK, and new
suppliers of equipment in China to meet future
capacity requirements in Asia. In-house
project management expertise has been
developed or enhanced through either new
hires or existing staff being given the
opportunity to grow. We have engaged and
developed relationships with experienced
consultants to lead and/or work alongside us.
Effective planning
Our monthly sales and operations
planning process generates high levels of
cross-functional engagement to ensure
collaboration and consistency in planning
sales and production over the following
24 months. We also meet quarterly as a
Planning and Capacity Steering Commiee,
which includes most of the GET, to identify
risks and opportunities related to capacity
management. Annually, our five-year strategic
plan, which includes capacity considerations
to meet projected sales growth, is rigorously
tested by the Board. The last annual review
meeting took place in October 2024.
Pursuing a mix-enrichment strategy
We generate returns for shareholders through
the most profitable use of our assets and a
customer focus that generates highly valued
engineered solutions to their demanding
requirements. Since our capacity investments
in the UK, the USA and Poland, we have striven
to recover and improve our return on capital
employed through a strategy of filling our
assets and mix-enrichment. When enriching
our mix, we seek not only to grow sales of our
HPP products at a faster rate than our
Polyolefin Foam products, but also seek to
improve the profitability mix in all the markets
in which we operate. We do this by considering
sales opportunities by profitability per hour of
our most capacity-restraining capital, which
is our high-pressure autoclaves. In doing so,
we are able to manage capacity in the short
to medium term and grow margins, while
providing more time to consider the
effectiveness of capital investment.
Strong cash generation to support
investment
Zotefoams is a highly cash generative business.
We have paused our cash-consuming
investment in ReZorce circular packaging with
effect from the beginning of 2025 and have
sufficient funding to support the organic
growth ambitions as set out in our five-year
plan and externally shared strategy. Subject
to size, inorganic growth opportunities may
require alternative funding solutions. Our
current banking facility expires in March 2027,
but we will be engaging in a refinancing
process in early 2026 to meet going concern
requirements when we prepare the 2025
Annual Report. As we go forward, we will
consider further opportunities as they arise
and consider options such as the £25m
accordion we have within our current banking
facility or an equity raise, the laer being an
option we successfully drew upon in 2018.
As we embark on a refreshed strategy with
both organic and inorganic growth options,
we begin with a strong balance sheet and
leverage at 0.9x.
Steering Commiees
Board
Group Executive Team
Planning and Capacity Steering Commiee
Group Sustainability Steering Commiee
Capital Planning Steering Commiee
Zotefoams Inc Executive Commiee
Zotefoams plc
Annual Report 2024
45
Strategic Report
Governance
Financial Statements
RISK MANAGEMENT AND PRINCIPAL RISKS
(CONT.)
Description and context
What is the risk?
The loss of our technological advantage could
increase competition and affect growth rates
and margins. Our unique foam manufacturing
process could be matched or beered.
Material influencing factors
Our processes for the manufacture of our
products are unique to the Group. While
the principles behind the processes are
not confidential, the precise know-how is.
Our autoclave technology is flexible, allowing
us to manufacture foams from a range of
polymers. For a product with substantial
growth opportunities, or a product with a large
consolidated market, a competitor could
target an alternative, more economic, process.
Our competitive advantage in Footwear relies
on the unique formulation of our materials,
which are primarily used in midsoles for
running shoes. Sports brands operating in this
market are continuously on the lookout for
new technologies that provide a performance
and/or a cost advantage. The competitive
landscape is changing rapidly, with China-based
start-ups actively using supercritical fluid
foaming to pursue market opportunities, and
the main manufacturing market for footwear
has shifted beyond China to include Vietnam
and Indonesia.
The rapidly growing use of Artificial Intelligence
(AI) could accelerate the speed with which a
potential competitor acquires the knowledge
to develop alternative product solutions.
Also, a Zotefoams employee might use AI to
find a solution using highly sensitive internal
information which, without the necessary
safeguards, finds its way into the public domain.
Mitigating actions
Reinforcing high barriers to entry
There are high barriers to entry for the
manufacturing of our unique foams.
Significant capital investment, know-how
and time are required to invest in autoclaves
and related infrastructure. High-performance
products, which generate higher returns,
greater publicity and are more likely to be
the focus of a competitor’s aention, are
significantly more complex to manufacture
than our polyolefin foams, and certain
materials require years to be qualified
for supply.
We will reduce technology displacement risk
by entering new markets where we have the
right to win and a clear runway for growth,
which may be coupled with significant barriers
and cost of market entry for competitors.
For example, the development of high-tech
products, where the product offerings are
unique and protected by patents and/or
process know-how and capability, opens up
new markets for the Group with potentially
significant and lasting differential advantages.
Technology innovation
An increased internal focus, coupled with
collaboration with partners to understand,
learn from and apply learnings to what we
currently do, is helping us identify ways to
invest in future capacity at lower cost and
with lower lead times. This is exemplified by
the Group’s global alliance agreement in
May 2024 with Shincell, China, which has
reduced by a number of years the internal
research and development work required to
advance our existing technology and allow
for a more cost-effective and faster solution
to footwear product manufacture in Asia
and which will also allow capacity growth
in smaller increments.
Investing in R&D capability and people
As part of our refreshed strategy, we will
be increasing our focus on innovation, as
explained on pages 14 to 17. Investment in 2025
will encapsulate an Innovation hub in the UK,
to develop future products across the
entire range of markets that the Group has
identified offer the best paths for growth,
and a smaller Innovation hub in South Korea,
close to our customer Nike, to accelerate
footwear development and keep us ahead
of the competition.
We invest in people to broaden our technical
capability, and we research new ways to
leverage our technology and accelerate the
opportunities that make Zotefoams unique.
We invest in people to ensure that know-how
related to both the design and efficient use
of high-pressure autoclave systems and
polymer processing is retained by the business.
We run a Graduate Scheme to aract high-
potential individuals in the fields of material
science and engineering. We dedicate
financial resources to testing materials and
solutions to remain at the forefront of
supercritical fluid foaming technology.
Protecting our intellectual property
We actively maintain our intellectual property
and patent our technology, wherever we
believe it is appropriate to do so, and guard
our know-how to sustain protection when
technology is not subject to patent or patents
are no longer applicable. This know-how spans
multiple disciplines across our business,
making it difficult to poach. We protect our
know-how using confidentiality and
contractual agreements with employees,
suppliers and customers and by maintaining
cyber security. The Group keeps a watching
brief on competitor activity and maintains
close contact with its customers and end-users
of its products to understand market activity.
The use of AI and improvements in its
capabilities are growing at an exponential rate.
Zotefoams needs to harness the opportunity
it affords to accelerate development and
remain ahead of the competition while
mitigating the risks that come from unintended
sharing of trade secrets. The Group has formed
an AI Steering Commiee specifically focused
on managing both the opportunities and the
threats and our first AI project is focused on
harnessing the power of 104 years of experience
in supercritical fluid foaming technology.
Steering Commiees
Board
Group Executive Team
Product Development Steering Commiee
AI Steering Commiee
Zotefoams Inc Executive Commiee
MEL Executive Commiee
Technology displacement
i
i
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Strategy
Risk trend
Zotefoams plc
Annual Report 2024
46
i
Scaling-up international operations
4
3
2
1
Strategy
Risk trend
Description and context
What is the risk?
Growing the business geographically,
being more reliant outside the UK for Group
performance, and engaging with legal
environments and cultures less familiar to
us increases the risk of not delivering on our
growth opportunities or suffering a compliance
incident. We must ensure that we hire the
right people and manage the span of control
challenges, finding the right balance between
local and Group-wide expertise, and drive a
culture of knowledge share.
Material influencing factors
Our business is growing in Asia, with
operations and staff in China and India, and our
third foam manufacturing facility is in Poland.
We will be embarking in 2025 on an investment
in Vietnam, which will include manufacturing
facilities and a sizeable number of employees.
Until recently, most of Zotefoams’ revenue
was shipped from the UK. Following our
investments in the USA, Europe and Asia,
the Group now employs more people, holds
more assets and generates a higher
proportion of revenues outside the UK.
We are hiring people outside the UK at a faster
rate, have less direct contact with them from
the UK base, and have high expectations of
material contributions from our overseas
subsidiaries to the Group’s growth strategy.
We work with more distributors in our more
remote locations.
Failure to ensure responsible corporate
behaviour in these newer areas of operation
will undermine our reputation in these new
regions, could bring substantial financial
penalties and affect our growth path. Failure to
provide these distant operations with effective
financial and IT systems, educate them
effectively on all aspects of Zotefoams’ culture
and ethics, and align them on our strategic
objectives could impact business performance.
Critical to any group’s success is its people.
The failure to aract, develop or retain the
right calibre of staff will impact our ability to
deliver. Geing this right from a distance, in
cultures less familiar to us, can be challenging.
Until today, our core engineering and technical
capability has been UK based, and our
business model has been to use this centre
of excellence to support overseas locations,
but in future we are planning to develop more
technical expertise at overseas manufacturing
and innovation facilities. The ability to deliver
on this depends on the free movement of
people and openness of teams to seek and
share knowledge.
The Board and GET have continued to review
the Group’s corporate culture, its
communication and the embedding of
controls across the organisation.
Mitigating actions
Direct engagement with overseas
employees
Management is in regular contact with
overseas locations, through physical visits
to the local facilities, joint commercial visits,
visits by our employees to the UK, and the use
of virtual conferencing facilities, which help
to ensure that the right people are in the right
roles and that behaviours are aligned with
those at the corporate centre.
Hiring and developing overseas leaders
The Group’s USA operations comprise
Zotefoams Inc and its subsidiaries Zotefoams
MidWest and MuCell Extrusion LLC. As part
of the discontinuation of our investment in
ReZorce, we will no longer have staff at MuCell
Extrusion LLC. Zotefoams Inc has been part
of the Group since 2001 and has experienced
staff, well-embedded reporting and control
structures, and a culture of regular and
effective communication with senior
operational leaders of Zotefoams and the
Board. The Zotefoams Inc President is a
member of the GET.
The Group’s China subsidiary was formed
in 2016, while the India subsidiary was formed
in 2019. Strong communication and reporting
structures enable a frequent and thorough
communication process and allow for greater
assurance around governance.
Running effective global functions
and services
We have invested in human capability in recent
years as we have built global functions and
hired leaders with the skills and experience
to deliver the current and future needs of the
Zotefoams business. Currently operating
three major foam manufacturing sites, we
recognise the importance of cross-site
capability-sharing and relationship-building,
particularly in functions such as engineering
and maintenance and given the uniqueness
of our assets, and we are now engaging more
frequently face to face to accelerate learning
and solve problems together. Our new regional
structure will look to embed more capability
within the regions, while enhancing the
effectiveness of the global functions and
making them lighter.
Poland manufacturing site
This site has now been operational since 2021,
the local leadership team is well integrated
with key, UK-based Group functions and
leaders, and regular communication and
engagement is the norm.
Vietnam manufacturing site
Zotefoams currently has no connections with
Vietnam other than through its customers.
However, the Board and GET combined have
a significant level of experience in, and
familiarity with, the country and expect to hire
leaders with the required experience and
shared values to mitigate the risk arising from
entering a new country. During the build phase
and for the foreseeable future, the success of
Vietnam will be integral to the success of the
Group’s refreshed strategy, and interactions
will be frequent and regular.
Upgraded IT
We have up-to-date IT systems which
standardise information and improve
communication and visibility. We use Microsoft
Teams for effective videoconferencing and
have continued to roll out and educate staff
on the upgrades that Microsoft has made to
all systems the Group uses throughout the
period. The Group’s systems are implemented
into all new subsidiaries as they are set up.
Training
We run a risk and role-based global compliance
training programme, which includes tracking
mechanisms across all our locations. Key
policies are translated into local languages
to facilitate understanding.
Steering Commiees
Board
Audit Commiee (in relation to Finance)
Group Executive Team
HR and Training Steering Commiee
IT Steering Commiee
Zotefoams Inc Executive Commiee
MEL Executive Commiee
Zotefoams Poland Executive Commiee
Zotefoams plc
Annual Report 2024
47
Strategic Report
Governance
Financial Statements
RISK MANAGEMENT AND PRINCIPAL RISKS
(CONT.)
Description and context
What is the risk?
Group performance could be impacted by the
loss, insolvency or divergence of interest with
a key customer.
Material influencing factors
Other than in our Footwear business, the
Group’s largest customers have traditionally
been converters of foam, none of whom have
represented a material share of the Group’s
revenue or future opportunities. The Group
has successfully grown its Footwear business
through an exclusive partnership with Nike,
which in 2024 represented 45% of Group sales
(2023: 36% of Group sales), and projects in the
HPP portfolio have the potential to be much
larger than those with our typical AZOTE®
foam customers. Divergence of interest with
Nike, or alternative supply options for Nike,
represents a material risk if the business is
lost, while our growth opportunities with
high-performance products are also likely
to reshape this risk profile.
The Group has invested in capacity expansion
in recent years, built to service growth which
in recent years has come from our footwear
success. In an organisation with high
operational gearing, filling capacity is critical
to strong financial performance.
Mitigating actions
Maintaining and growing our
Footwear business
We recognise the importance of footwear in
our sales portfolio and the success we have
achieved with our market leading offering and
intend to grow sales in this sector further.
We have an exclusivity agreement with Nike
to 31 December 2029, demonstrating the
commitment by both parties to further
develop footwear technology and the
partnership’s success. The footwear industry
has the majority of its manufacturing and
innovation base in Asia and competition is
growing. We have determined that future
growth with Nike will only be secured through
shorter supply chains, lower costs and faster,
more collaborative, innovation in technology
and product development. As a consequence,
we have made the decision to invest in new
footwear operations in Asia, the primary
region for global footwear production and the
location of our direct customers, as well as
Nike’s Footwear innovation centre. This will
allow us to maintain and further enhance our
close and strong working relationship with Nike.
Growing other parts of our portfolio
We are aware of the importance of growth
beyond our Footwear business and have
embarked on a refreshed strategy to improve
the portfolio balance. We are using the results
of a recently commissioned and extensive
survey of the global foam market to identify
the markets with the longest runway for
growth. We have determined these to be
three market verticals: Consumer & Lifestyle,
Transport & Smart Technologies and
Construction & Other Industrial. Led by a newly
created role of Group Commercial Director, we
have restructured our business development
and sales organisation and will recruit sector
experts to gain access into customer
prospects and drive through the many
advantages our technical foams can offer
when compared with, in most cases, non-foam
incumbent materials. This represents a shift in
strategy from a product focus to a market
focus. We will support this focus with an
inorganic growth strategy that will increase
our capabilities and increase the value
captured by our technology. We are excited
by the size of the opportunities these markets
offer and have the capacity, risk appetite and
financing capability to pursue them.
Protecting our interests
Where we engage with large customers
much larger than us such as Boeing and Nike,
we seek to ensure that our interests are
protected by balanced commercial contracts
and strong relationship management. The
Board is heavily involved in such decisions.
These relationships are by their nature longer
term, providing a unique technical solution and
competitive advantage to the foam customer
or end-user. The loss of such a customer is
likely to come with a reasonable notice period,
allowing us time to take appropriate action.
Existing large end-customers are blue-chip
global organisations, which management
considers have the financial strength or
strategic importance to withstand
macroeconomic challenges.
We will continually review our customer spread
and balance.
Steering Commiees
Board
Group Executive Team
Customer concentration
i
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Risk trend
Zotefoams plc
Annual Report 2024
48
External
4
3
2
1
Strategy
Risk trend
5
Description and context
What is the risk?
Business growth prospects are vulnerable
to movements in foreign exchange rates and
geopolitical and economic developments.
These factors are often out of our control
and may influence our business in a number
of ways, including affecting how we execute
our strategy, impacting costs, creating
competitive disadvantage and negatively
impacting our return on capital employed.
They can also influence the other principal
risks and uncertainties listed in this section.
Material influencing factors
COVID-19 realised the previously considered
low risk of a pandemic event severely
impacting demand, affecting continuity of
operations and the health of our staff, and
restricting the ability to manage a business
and people in different geographic locations.
Our markets are exposed to general economic
and political changes which have an influence
on economic stability and market and
consumer confidence, which in turn may
impact the Group’s performance and ability
to achieve our strategic objectives. Being at
the beginning of the value chain, the Group
often sees the impacts of downturns early,
accentuated as customers deplete their
inventories, but it then benefits from seeing
the recovery sooner too. The impact on profit
of such risk is accentuated by the Group’s
operational gearing and its demand for skilled
employees, given the business’s uniqueness,
which makes short-term cost cuing often
inadvisable.
The conflicts in Ukraine and Gaza have created
volatility around the cost and availability of
certain products and utilities. Input costs can
rise faster than the Group’s ability to raise
prices, which are typically increased only after
discussions and impact assessments with
our customers, placing short- to mid-term
pressure on margins due to the timing of
inflation recovery.
We consider the wider risk of geopolitical
actions and seek to understand these to
develop contingency plans which may
mitigate, but are unlikely to eliminate, the
impact on our business. The conflict in
Ukraine has generated ripple effects across
the political and macroeconomic environment,
in particular in Europe but also in some of our
other markets, requiring us to adapt accordingly.
The US administration’s wave of tariffs,
announced a week before the signing of this
Annual Report, has created significant
uncertainty as governments consider their
actions and engage in dialogue with the US
on mitigation opportunities. This will have
some impact on our operations, supply chains
and customers, although the fluidity of the
situation makes the precise impact difficult
to assess.
Zotefoams is exposed to foreign exchange
fluctuations, both at a transactional level
and on the translation of foreign currency
balances and the consolidation of its foreign
subsidiaries. Despite recent investments
overseas, our operations remain substantially
based in the UK and, therefore, most of our
manufacturing assets and costs are sterling
denominated. We normally invoice our
customers in their local currencies and 2024
was consistent with previous years in having
a large proportion of the Group’s revenue
in currencies other than sterling, mainly
US dollars or euros. We therefore generate
surpluses in US dollars and euros, which are
converted into sterling.
The level of the Group’s debt and base rates
of the currencies in which the Group borrows
can vary and change rapidly, having a material
impact on profitability, particularly as the
interest rate terms are variable.
The relationship between the UK and
Europe has improved but remains delicate.
A deterioration does not affect Zotefoams
directly but could have repercussions that
might result in disruption or tariffs. The risk
remains of increased difficulty in aracting
EU talent into our global headquarters in the
UK as a result of the end of the free movement
of people.
Mitigating actions
Pandemic response
We have demonstrated through actions and
performance our ability to negotiate the
challenges raised by a pandemic and are
prepared to reintroduce measures quickly
should a similar situation reappear.
Diversifying our markets
Some of our markets can be cyclical. However,
this risk is spread geographically and across
a number of segments that are expected to
diversify further as we grow both organically
and inorganically. The Group is operationally
geared, but our experience is that, during
challenging times, certain operational labour
costs can be reduced, polymer prices
generally fall with reduced economic demand,
giving a cost benefit, and cash can be
generated quickly from both reducing working
capital and slowing capital expenditure
projects to help offset the effects of a
downturn. This was our experience during
2020. Decisions in this regard are, however,
taken with respect to our assessment of the
underpinning reasons for a downturn, our
belief in the likely recovery and an assessment
of the impact of short-term cost control on
medium-term growth potential.
Managing input cost pressure and margins
After a prolonged period of across-the-board
inflationary pressure in recent years, 2024 saw
a relaxation of certain input cost pressures but
a continuation of cost pressures specific to
labour. Zotefoams will ensure it adjusts prices
more quickly than previously when costs are
increasing, while working relentlessly on
efficiency measures inside the business and
collaborating closely with its customers to
find the most appropriate product offering
for their needs. This will ensure the Group
meets its strategic objective of increasing
operating margins.
i
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Annual Report 2024
49
Strategic Report
Governance
Financial Statements
Mitigating government protectionist
measures
With the US government announcing its
wide-ranging imposition of tariffs a week
before the signing of this Annual Report, the
fluidity of the situation makes it difficult at this
time to assess the precise impact. However,
Zotefoams believes it is well positioned to
manage these new threats. While all our
high-performance products are manufactured
in the UK, the majority of these products
supply the footwear industry and are sold
directly to Asia, the global base for footwear
product manufacturers. It is worth noting that
China, Vietnam and Indonesia collectively
count for more than 90% of the global athletic
footwear market in terms of production.
With the significant labour cost differential –
USA costs are 10 times those of Vietnam –
we do not believe that the footwear industry
will move to the USA. Rather, we anticipate
an acceleration of production shifting from
China to Vietnam and Indonesia, as China is
already a more expensive production location
before tariffs and faces a significantly higher
total tariff rate.
Zotefoams is investing in its own Vietnam
production facility, which is expected to be
commissioned late 2026/early 2027 and will
sell to our customers in the region. This
investment aligns with the industry’s migration
paerns and positions us well to serve the
market directly. Tariffs on footwear products
supplied by our Asian customers internationally
would affect the entire industry. While this
may create price pressure and potentially
slow the adoption rate of supercritical foams
(which currently represent 4-6% of the total
athletic footwear market), we believe the
larger opportunity for growth remains intact.
The primary risks relate to overall consumer
demand and potential quality adjustments
to maintain price points, although we expect
these impacts to vary across different
market segments.
Outside of footwear, the US aviation market
dominates the rest of our high-performance
products. Here, the sales agreements are
between our US business and US customers,
with the UK acting as a tolling manufacturer,
which reduces the financial impact of a tariff.
As this market grows, we expect the Kentucky
facility to begin servicing the market directly.
In our Polyolefin Foams business, and
remaining in the USA, the majority of this
business is self-contained, serviced from
our Kentucky and Oklahoma locations, with
operating costs locally sourced and sales
within the region. Uncertainty remains around
the longevity and impact of tariffs on trading
between our US facility and our Canadian
customers, but we could use the UK facility
to supply, in particular and if required, those
in the automotive industry; however, this
is an indirect risk and we are seeing these
customers considering relocating across
the border. We also supply US-based
automotive customers, who might benefit
from the situation and leave our volumes
overall unaffected.
In Europe, our business is increasingly being
serviced from our Poland facility, which takes
semi-finished product from the UK, completes
the manufacturing process and sells on to our
European customers, reducing the financial
impact that any hypothetical, and considered
unlikely, tariffs might have on the UK.
Managing exposure to the US dollar
and euro
We reduce our net foreign exposure to
transactional items by making purchases
either in US dollars or euros. For example,
the majority of raw materials purchased for
consumption in the Croydon, UK, manufacturing
facility are in euros. With our European sales
invoiced in euros, we have benefited from a
net neutral hedging position on the euro in
recent years. With the US dollar, we incur costs
associated with the Group’s operations in
Kentucky, USA, in US dollars and our scaling-up
of operations in Kentucky, USA, has reduced
currency exposure to transactional items by
increasing the operating cost base in the USA.
Raw materials are purchased locally, and a
larger workforce supports full process
production. Our greatest exposure to currency
comes from the success of our Footwear
business, where all sales are invoiced in US
dollars, but most costs are either in sterling or
euro. Our footwear agreement does, however,
include arrangements to recover movements
in foreign currency that affect the margin
achieved on our sales, although these come
with a time lag which can have a positive or
negative benefit in the short term but balance
out in the medium term.
Currency hedging
The Group has a hedging policy which is
approved by the Board. The Group hedges a
proportion of its net exposure to transactional
risk by using forward exchange contracts.
We do not hedge for the translation of our
foreign subsidiaries’ assets or liabilities in
the consolidation of the Group’s financial
statements. We do, however, hedge our
statement of financial position through
matching, where possible, our foreign
currency denominated assets with foreign
currency denominated liabilities, such as
by foreign currency debt financing.
Managing our debt facilities
We maintain close relationships with our
supporting banks, meeting with them regularly
and updating them on performance and
outlook. In March 2022, we completed a new
refinancing round, which led us to remain with
the same banks following a strong competitive
process and which has a five-year tenor.
Our debt facilities are based on variable
interest rates, which we could hedge if we
deemed appropriate. We have reviewed this
as base rates have risen but have elected
not to do so.
The Board targets a leverage within the range
of 0.5x to 1.75x. At 31 December 2024, leverage
was 0.9x. Based on our most recent five-year
strategic plan, and excluding potential
acquisitions, we expect our net debt levels to
remain within this range. Acquisition financing
would comprise a blend of debt and capital
raising, subject to the size of any investment.
Our budgets and forecasts going forward
include investments in growth opportunities,
some of which can be slowed if necessary.
We stress-test our possible outcomes and
engage with our banks to ensure their
continued support under all circumstances.
Steering Commiees
Group Executive Team
Foreign Exchange Steering Commiee
Zotefoams Inc Executive Commiee
MEL Executive Commiee (in 2024 but is
disbanded from 2025)
External (cont.)
4
3
2
1
Strategy
Risk trend
5
RISK MANAGEMENT AND PRINCIPAL RISKS
(CONT.)
i
Zotefoams plc
Annual Report 2024
50
The viability period
In accordance with provision 30 of 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 going concern provision.
The Directors consider the timeline of five
years to be appropriate, being the period
upon which the Group actively focuses,
has reasonable visibility over its opportunity
portfolio and, given the nature of capital
investment that might be required to support
the Group’s anticipated rate of growth, covers
investments that in some cases require long
lead times as a result of the nature and capital
intensity of its technology. A longer period of
assessment introduces greater uncertainty
since the variability of potential outcomes
increases as the period considered extends.
A shorter period of assessment impacts the
Group’s ability to put the right capacity in the
right place on time.
Assessing viability
The Group is considered to be viable if it
maintains interest cover and net borrowings
to EBITDA ratios, as prescribed by its existing
financial covenants and presented in the
Group CFO’s review under “Debt facility”
on page 36, and if there is available debt
headroom to fund operations.
The Directors’ assessment of viability has
been made with reference to Zotefoams’
current position and prospects, our alignment
with global trends, our strategy, the Board’s
risk appetite and Zotefoams’ principal risks
and how these are managed, as detailed on
pages 1 to 50.
The Board reviews the Group’s internal
controls and risk management policies as well
as its governance structure. It also appraises
and approves major financing and investment
decisions as well as the Group’s performance
and prospects as a whole. The Board reviews
Zotefoams’ strategy and makes significant
capital investment decisions over a longer-term
time horizon, based on the Group’s strategic
growth objectives, individual project
investment returns, the continuing
performance of the business, the quality of
its portfolio of opportunities, its financing
arrangements and opportunities, and a
multi-year assessment of return on capital.
VIABILITY STATEMENT
The boom-up five-year plan is reviewed
at least twice annually by the Directors.
In assessing the future prospects of the
Group and the achievability of this plan, the
Group has considered the potential effect
of risks that could have a significant financial
impact under severe but plausible scenarios.
The risks considered were identified from
the Group’s principal risks and uncertainties
assessment. While testing against each
individual scenario, the Board has also
considered the impact of a combination of
the scenarios over the assessment period.
This was in order to stress-test an aggregation
of severe but plausible risks occurring that
should represent the greatest potential
financial impact both in the short-term and
longer-term viability periods.
The Directors considered mitigating factors
that could be employed when reviewing these
scenarios and the effectiveness of actions
at their disposal. These include experiences
and successes related to cost and capital
expenditure management in 2020 during the
COVID-19 pandemic, adequate insurance
coverage, the unwinding of working capital
in a downturn and ceasing some activities.
We are satisfied that we have robust
mitigating actions in place. We recognise,
however, that the long-term viability of the
Group could also be impacted by other, as
yet unforeseen, risks, or that the mitigating
actions we have put in place could turn out
to be less effective than intended.
Scenarios tested
Base case
The Group’s five-year plan is prepared
annually and presented, challenged and
approved by the Board in October. The base
case uses the five-year period out to 2029.
It is based on organic growth and pursuit of
the strategic objectives.
The following downside scenarios have
been evaluated:
Scenario 1:
Pandemic disruption. We applied our
experiences of the 2020 pandemic and
the cost- and cash-saving activities we
successfully implemented to stress-test
for Group revenue levels that breach
banking covenants.
Read more. Principal risk: External, on pages 49
and 50.
Scenario 2:
Significant cost inflation over a long period
with no ability to adjust prices. This also
included a stress case scenario to assess the
lowest margins that can be tolerated, which
addresses the impact of commodity price
volatility, high inflation, rising interest rates,
high energy prices and high labour costs.
Read more. Principal risk: Operational
disruption, on pages 42 and 43; External,
on pages 49 and 50.
Scenario 3:
Business performance risks. These include
business unit growth at rates significantly
below those included within the five-year plan.
Read more. Principal risk: Technology
displacement, on page 46; External, on
pages 49 and 50.
Scenario 4:
Loss of a key customer. This scenario reflects
losing the footwear business.
Read more. Principal risk: Operational
disruption, on pages 42 and 43; Global
capacity management, on page 45;
Customer concentration, on page 48.
Scenario 5:
Sterling returning to 20-year highs of two
US dollars to one pound sterling. This scenario
evaluates the cash impact on the Group as a
result of forecast growth coming increasingly
from US-denominated sales. The euro impact
is not considered material given the natural
hedge of euro sales against raw materials and
the operating costs of the Poland plant.
Read more. Principal risk: External, on pages 49
and 50.
Confirmation of longer-term viability
Based on the assessment explained above,
the Directors confirm that they have a
reasonable expectation that the Group will
continue to operate and meet its liabilities,
as they fall due, over the next five years.
Zotefoams plc
Annual Report 2024
51
Strategic Report
Governance
Financial Statements
NON-FINANCIAL INFORMATION STATEMENT
Reporting requirement
Relevant Group policies
hps://zote.info/3x0de78
Due diligence processes
Information relating to policies
and due diligence processes
Environmental maers
Governance by the
Environmental Steering
Commiee and Group
Sustainability Steering
Commiee
SASB disclosures
Sustainability targets
TCFD disclosures in accordance
with the Financial Conduct
Authority (FCA) listing rule
LR 9.8.6 R(8)
See our Risk management
section on pages 38 to 50
and our Environment section
on pages 56 to 71, and our
Sustainability page on
our website
hps://zote.info/3mjufjS
Employees
Group-wide policies on equality,
diversity and inclusion, ethics
and whistleblowing
Group health and safety policies
Social initiatives and policies
Health and Safety Steering
Commiee
Joint Consultative Commiee
Comprehensive Group-wide
health and safety and
compliance training programme
Board Diversity Policy
See our Social section on
pages 63 to 71, our Directors’
report on pages 98 to 100
and our website
hps://zote.info/3x0de78
Social maers
Group-wide policies on ethics
and whistleblowing
S172 disclosures relating to
stakeholders, including suppliers
Environmental Policy and
Sustainability Statement
Community engagement
See our S172(1) statement
on pages 53 to 55 and
our Sustainability page
on our website
hps://zote.info/3mjufjS
Anti-bribery and corruption
Group-wide policies on
anti-bribery and corruption,
fraud and whistleblowing
Training and compliance with
anti-bribery and corruption,
fraud and whistleblowing
modules
Supplier onboarding and review
programme incorporating
adherence to Zotefoams’ ethics,
modern slavery, anti-fraud and
anti-bribery and corruption
requirements
Audit Commiee and Internal
Controls Commiee reports
See our Social section
on pages 63 to 71 and our
S172(1) statement on
pages 53 to 55
Human rights
Group-wide policies on ethics
and dignity at work
Compliance with section 54(1)
of the Modern Slavery Act 2015
Modern slavery disclosures
on our website
hps://zote.info/3x0de78
Zotefoams has reported extensively on its non-financial impacts
within its Annual Report for a number of years and welcomes
continued increasing focus from regulators, shareholders and
other stakeholders. This table outlines how Zotefoams meets
the non-financial reporting requirements contained within
Sections 414CA and 414CB of the Companies Act 2006.
Zotefoams plc
Annual Report 2024
52
S172(1) STATEMENT
OUR SHAREHOLDERS AND STAKEHOLDERS
The Companies (Miscellaneous Reporting)
Regulations 2018 (2018 MRR) require Directors
to explain how they considered the interests
of key stakeholders and the broader maers
set out in Section 172(1)
(a) to (f) of the
Companies Act 2006 (S172) when performing
their duty to promote the success of the
Company under S172.
Decision-making
The Board delegates day-to-day management
and decision-making to the Group Executive
Team (GET) but maintains oversight of the
Group’s performance and reserves to itself
specific maers for approval, including
significant new business initiatives. It monitors
that management is acting in accordance
with, and making progress on, the agreed
Group strategy through regular Board
meetings supported by information packs
received in advance to enable effective
preparation and consequent discussion,
monthly reporting of business performance,
direct engagement with the GET and
employee groups and aendance by a Board
member at the Joint Consultative Commiee
representing UK workforce views. Processes
are in place to ensure that the Board receives
all relevant information to enable it to make
well-judged decisions in support of the
Group’s long-term success.
The Board has regard to the following maers
in its decision-making:
the likely consequences of any decision
on the long term
the need to act fairly between members
of the Company
its environmental impact
key stakeholders (including shareholders,
customers, suppliers, communities and
employees, with further details being
provided in our Social section)
maintaining a reputation for high standards
of business conduct.
Decision
New strategic direction
Context
Guided by Zotefoams’ purpose, optimal material solutions for the benefit of society, the new Group CEO,
supported by the GET, has refreshed the Group’s strategy, with an emphasis on our customers and the
market, investing in innovation to unlock new opportunities and targeting inorganic opportunities.
The market size has been reassessed with the support of a third-party adviser, the business focus
repositioned from product to geography, the key markets we can succeed in identified and the commercial
team realigned. A refocused innovation team based away from the Croydon manufacturing facility
will accelerate the development and launch of new products and solutions. A dedicated M&A function
will identify and drive inorganic growth opportunities.
Stakeholder
considerations
Shareholders
The Group CEO has engaged extensively with key institutional shareholders since his appointment
in May 2024. In March 2025, a capital markets day was held to present the business’s new strategy
to institutional investors.
Customers
The customer will be beer served by a refocused commercial strategy centred around addressable
markets backed by investment in innovation.
Employees
Clear and frequent communications have been held across the Group, with global townhall meetings
presented by the GET via video conference as well as physical townhalls during individual visits.
Strategic actions
supported by the Board
Approval of a plan to simplify and scale the business by developing high-performing teams, promoting
sustainable innovation, moving along the value chain, expanding geographic reach and changing the
organisational focus from product to market.
Approval of a realigned commercial structure to beer serve key markets.
Impact of these actions
on the long-term success
of the Company
The new strategic approach aims to increase revenue and profitability by securing and building on
existing commercial relationships, generating new commercial opportunities in existing and new
markets, and capturing inorganic growth opportunities.
Zotefoams plc
Annual Report 2024
53
Strategic Report
Governance
Financial Statements
S172
(
1
)
STATEMENT
(CONT.)
Decision
New Group Executive Team structure
Context
Following the appointment of a new Group CEO, a broader and more diverse GET has been established
to deliver on the Group’s refreshed strategy.
Stakeholder
considerations
Shareholders
The restructured leadership team, with added capability, will help ensure the delivery
of an ambitious strategy that will increase shareholder returns.
Employees
The GET membership now incorporates specialist functions aligned with Zotefoams’ strategic
objectives. Leaders will leverage new corporate values that were launched during the year
to help improve employee engagement and develop high-performing teams.
Strategic actions
supported by the Board
Appointment of additional executive leaders.
Implementation of new values.
Impact of these actions
on the long-term success
of the Company
The new management structure aligns with the refreshed strategy, adds capability,
diversity of thought and experience, and the leaders will leverage the Group’s new values
to build, lead and incentivise their teams to deliver on the Group’s strategic objectives.
Decision
Global alliance with Shincell
Context
In May 2024, Zotefoams entered into a global alliance with Suzhou Shincell New Materials Co., Ltd (“Shincell”)
of Suzhou, China in relation to technology licensing, market cooperation and product development.
Stakeholder
considerations
Shareholders
The accelerated knowledge acquired by Zotefoams allows for faster implementation of innovative
technology and ideas and faster capturing of commercial opportunities, improving financial returns.
Environment
Zotefoams and Shincell share a commitment to sustainability and innovation. The development of
environmentally friendly lightweight foam materials will support Zotefoams’ sustainability objectives.
Customers
Shincell’s complementary technologies extend Zotefoams technical capability, enabling a wider
scope of products in both new and existing markets and enhancing the Group’s technology
platform for new products to deliver growth.
Strategic actions
supported by the Board
Approval of an agreement on technology licensing from Shincell to Zotefoams, development
and market cooperation.
Approval of a regional product distribution agreement allowing products manufactured using Shincell’s
sustainable technology to be marketed alongside Zotefoams’ existing and future product range.
Impact of these actions
on the long-term success
of the Company
The alliance will provide an opportunity to enhance the growth potential of Zotefoams’ specialist
foams business with sustainable solutions. It has already accelerated innovation by a number of years
to allow us to invest in Vietnam with a modification to our existing technology.
Zotefoams plc
Annual Report 2024
54
Focus on modern slavery disclosures
We are commied to acting ethically and with integrity in all our business relationships and
to having in place effective systems and controls to ensure slavery and human trafficking
are not taking place in any part of our supply chain. Having extended our disclosures to
Zotefoams’ global operations in 2023, we deepened our engagement with suppliers in 2024
through site visits incorporating observations on employee wellbeing and health and
safety. Feedback from these visits will be disclosed in our 2024 Modern Slavery Statement.
Decision
Investing in an Asian manufacturing facility
Context
In March 2025, the Board approved a capital investment of £26.0m to build a facility in Vietnam that will service its
Footwear business, commissioning in late 2026/early 2027, together with an Innovation Centre in South Korea.
This investment locates the Group close to its key customers, allows it to accelerate innovation alongside
its end-customer, and provides a critical foundation to allow a new growth curve for the footwear segment.
Stakeholder
considerations
Shareholders
This investment helps secure its position alongside Nike in footwear and gives a significant opportunity
for further growth not offered by remaining a UK-based supplier.
Environment
Located closer to the customer, the supply chain will be significantly shortened, reducing emissions.
The switch from supplying foam in sheet form to a near net shape preform will result in a 90% reduction
in the waste levels generated by customers.
Community
The new site in Vietnam will require a large, local workforce and significantly increase employment
opportunities in the area.
Strategic actions
supported by the Board
The performance of a feasibility study and engineering review.
The decision to invest in Vietnam and South Korea following review of a detailed investment plan.
Impact of these actions
on the long-term success
of the Company
This investment protects Zotefoams’ current largest market sector and provides a springboard for future
growth through a manufacturing base in Asia.
Fola Adeyemo
Group Supply Chain
Compliance Manager
Scan the QR code to
see Zotefoams’ Modern
Slavery Statement
hps://zote.info/3x0de78
Decision
Pausing the investment in ReZorce
®
Circular Packaging
Context
In December 2024, the Group decided to pause its investment in ReZorce
®
Circular Packaging and focus all
of the Group’s resources on the opportunities in the core supercritical foams businesses. This generated
an exceptional item of £15.2m, representing the impairment of the MEL business unit and a provision for
closure costs. Despite continued technology progress and global recognition, the Board’s stated target of
securing an investing partner was not achieved and the cost of proceeding alone was assessed as being
prohibitive. In 2024, MEL generated an operating loss of £4.9m (2023: £4.4m).
Stakeholder
considerations
Shareholders
Eliminating the losses in MEL and making the decision to cease further investment allows Zotefoams’
management to focus on the opportunities identified in the core business and accelerate shareholder
returns.
Environment
Zotefoams believes the ReZorce technology offers significant sustainability benefits over
existing carton solutions, but it cannot proceed alone. It has retained the IP and is prepared
to revisit the technology in the future should conditions change, and a partner come forward.
Employees
Considerate and clear communications were held with employees affected by this decision
and a fair selement agreed with all.
Strategic actions
supported by the Board
Regular reviews throughout the year of progress and detailed consideration of the options
available to Zotefoams before approving the decision to pause further investment.
Impact of these actions
on the long-term success
of the Company
The decision to pause allows Zotefoams to redirect financial and management resources to its new strategy.
As a legally trained procurement specialist, I have
always been interested in processes and continuous
improvement. My career started at the sharp end of
manufacturing, working in a fashion house with suppliers
in Bangladesh, China, India, Italy and Turkey. Site visits
taught me the importance of transparency in supply
chains and why collaboration is key. The value of
cross-functional teamwork goes beyond problem-solving
– it builds up the capacity to innovate. I have been
involved in the mapping of the Zotefoams supply chain
and have led a project on identifying and managing
modern slavery risks in all geographies in which
the Company operates. With Zotefoams’ support,
I completed the Chartered Institute of Procurement
and Supply’s Advanced Certificate in Procurement and
Supply Operations in 2024, covering topics such as
ethical procurement, team dynamics and change.
Personal development is a key motivator for me and
I plan to continue my education. I am excited to
find new ways to support the business at a time
of expansion and growth.
Zotefoams plc
Annual Report 2024
55
Strategic Report
Governance
Financial Statements
Our strategy
Our purpose, supported by our values,
Courage, Impact and Respect, drives our
decision-making and provides the framework
for our priorities. Managing our responsibilities
towards ESG issues contributes to long-term
value creation and helps safeguard the
business’s future. We believe that, used
appropriately, plastics are frequently the best
solution offering the lowest environmental
impact for the long-term applications typically
delivered by our customers.
Environment
At Group level:
Decrease of 13.4% in water consumption since 2023
Increase to 55.0% in waste being recycled (up from 51.0% in 2023)
100% renewable electricity in the Croydon, UK, Brzeg, Poland and
Walton, USA sites (representing over 99.0% of global electricity
consumption)
In Croydon, UK
Decrease of 9.2% in our Specific Energy Consumption.
Social
Gender pay gap of 11.8%, improved by 1.3% compared with 2023
A Living Wage is paid in the UK in line with the Living Wage Foundation’s
recommendation. Above minimum wage is paid in all other
geographies we operate in
11,300 Group safety engagements
Developed a Health and Safety day programme implemented across
Croydon, UK, Brzeg, Poland, and Walton, USA in 2024
Implementation of new values.
Governance
Appointment of a Board Fellow to support diverse thinking
Implementation of a new Group Executive Team structure to support
growth and innovation. Further details are provided on page 21.
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (ESG) REPORT
Zotefoams’ ambition is captured in
its purpose: providing optimal material
solutions for the benefit of society.
Building on an established ESG strategy,
we are developing propositions aligned
with market needs, fuelled by research
and innovation.
R Cox
Group CEO
Zotefoams plc
Annual Report 2024
56
Sustainability and the ESG space are
growing for a reason – they are integral
to the success of a business and to the
communities we live in. Having worked
for a number of years with leading
brands across multiple areas and
countries, I have seen first-hand the
importance of companies acting with
integrity and transparency through their
operations, supply chain and people’s
strategy. I am proud to be working at
Zotefoams. Running a sustainable
business is about maintaining
profitability to ensure that we can
continue to develop innovative
products that support the circular
economy, while having a positive
impact on the environment and
communities with which we engage.
We value all our stakeholders and
partnerships, and I am honoured to
be working with them to support the
growth of an industry which is
important to so many sectors.
Tamara Thomas
Group Sustainability Manager
Joined Zotefoams in 2024
Areas of focus
Sustainable Development
Goals (SDGs)
Environment
Environmental Steering Commiee
ISO certification
1
including
ISO 14001:2015 Environmental
Management Systems certification
in the UK and Poland. Plans to
implement ISO 50001:2018
(Energy Management Systems)
certification in the UK and Poland
100% renewable electricity in the
Croydon, UK, Brzeg, Poland and Walton,
USA sites (representing over 99% of
global electricity consumption)
Good progress on energy and water
consumption and waste reduction
Targets in place for waste reduction,
sustainable product development
and energy consumption reduction
Annual disclosures to Carbon
Disclosure Project (CDP)
Compliance with the Task Force
on Climate-Related Financial
Disclosures (TCFD).
Social
Health and Safety Steering Commiee
ISO45001 (Occupational Health
and Safety Management Systems)
certification in the UK and Poland.
Plans to extend certification to Walton,
USA and Kunshan, China in 2025
Implementation of new values
Graduate Scheme
Comprehensive HR policies
Living Wage employer (UK)
Gender pay gap of 11.8%
(UK gender pay gap: 13.1%)
Thorough modern slavery monitoring.
Governance
ESG considerations embedded within
our risk and opportunity management
process through alignment with the
Sustainability Accounting Standards
Board (SASB)
ISO certification including
ISO 9001:2015 (Quality Management
Systems) in the UK, Poland, Walton,
USA and China and ISO 27001:2022
(Information Security Management
Systems) in the UK, all sites in the
USA and Poland.
1
ISO certification is focused on the three main sites (Croydon, UK, Brzeg, Poland, and Walton, USA) unless required locally for operational or financial reasons. For smaller sites, the costs
arising from some ISO certifications outweigh the operational benefits and are therefore not sought. Structures sufficient to manage processes to a good standard are replicated from
the larger sites.
We follow the guidance provided by ISO 14021:2016 when making environmental claims. Where appropriate, we have products certified by independent organisations when making
environmental claims, such as for recycled content.
Zotefoams plc
Annual Report 2024
57
Strategic Report
Governance
Financial Statements
Green revenues
Our criteria for green revenues are products
which, during manufacture or use, provide
a substantial increase in the efficiency of
resources used. The applications we serve
are varied and diverse, so, in calculating
green revenues, we have assumed that all
applications within a market achieve the
same benefits in resource efficiency. For
transportation markets, the benefits are
reduced weight products which not only use
less material but also allow improved fuel
efficiency. For both Product Protection and
Sports & Leisure markets, the products are
designed to be lighter so they use less material
for the same or superior performance. For
Building & Construction markets, our products
are designed to save energy by sealing or
insulating buildings and pipework. We have
excluded revenue from sales to Industrial and
Medical markets as, while some applications will
undoubtedly offer resource efficiency benefits,
many will use our products primarily for other
performance aributes such as purity.
Environmental governance
We have embedded ESG considerations
within our risk management process,
described on pages 38 to 40, through
alignment with the Sustainability Accounting
Standards Board (SASB) requirements and
the Financial Conduct Authority (FCA) listing
rule LR 9.8.6 R(8), which implements the TCFD
recommendations. The risk management
process aims to support the achievement
of our strategic objectives through the
identification and management of risks which
may impact the long-term prospects of the
Group. Corporate ESG objectives, which
flow down to all areas of our operations and
incorporate long-term aims, have been set
and are frequently reviewed.
The Board has ultimate responsibility for
environmental governance and performance
and oversees a system of policies, practices
and procedures that are implemented
Group-wide to support Zotefoams’
environmental objectives. The Group CEO
is directly responsible to the Board for
environmental performance.
Our approach to environmental
sustainability
The environmental sustainability approach
adopted by Zotefoams is centred on the
following principles:
i)
minimising the use of natural resources
through a series of internal measures
aimed at reducing our carbon footprint
ii)
preferentially operating in markets where
Zotefoams’ products offer unique
sustainability advantages which benefit
society through their use-phase resource
efficiency. This is a concept defined by
SASB as a product that, through its use,
can be shown to improve energy efficiency,
eliminate or lower greenhouse gas (GHG)
emissions, reduce raw material
consumption, increase product longevity
or reduce water consumption
iii) innovating a more sustainable product
portfolio. We are focused on the needs of
our customers and markets and commied
to innovating the most sustainable
solution, whether this be products
designed for circularity; to minimise the
impact on natural resources from both
manufacture and in-use through to
end-of-life; to eliminate or minimise the
use of materials and substances that
may be hazardous to human health or
the environment.
Zotefoams Green Revenue Index
Product
Green revenue definition
Sector
revenue
£m
Green
revenue
£m
Polyolefin Foams
Applies to:
products typically manufactured using 30–50% less raw material than comparably
performing foams
products used for thermal insulation in construction, aviation, railway and road
vehicles to replace heavier materials, enabling benefits in fuel economy
products providing durable protection designed for multiple reuse.
66.9
50.8
High-Performance
Products (HPP)
Applies to:
foams that allow for considerable increases in the efficiency of resource usage
products used for thermal insulation (predominantly building and construction
but also aviation) and to replace much heavier materials, enabling benefits in
fuel economy (aviation systems where foam replaces heavier materials)
footwear components designed with the intent to use less material.
79.6
78.9
MuCell Extrusion LLC
(MEL)
Applies to:
microcellular foam technology licences and related machinery designed to allow
considerable increases in the efficiency of resource usage by reducing the raw
material used in components by 15–20%.
1.2
1.2
Total revenues
147.8*
130.9
Percentage green revenues
88.6%
*
After rounding.
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE
(
ESG
)
REPORT
(CONT.)
Zotefoams plc
Annual Report 2024
58
Targets are in place to manage our Scope 1 and
2 emissions through the reduction of energy
consumption, material used in manufacturing
processes, and waste; see pages 59 to 62.
In order to align our commercial approach with
customers’ use-phase efficiency, we have
created a simplified Product Carbon Footprint
(PCF) which can be used to assess typical
products and applications. Our Scope 1 and 2
emissions data, along with these example Life
Cycle Assessments (LCAs), are made available
to customers to enable them to make informed
decisions. We continue to review the Scope 3
emissions under our control, or alternatively
over which we have influence, and use this to
guide our decision-making; for example, we
preferentially select polymers with a lower
carbon footprint.
We are commied to using renewable
electricity where feasible and 100% of
the electricity used in our UK, Poland and
USA (Walton) sites comes from renewable
sources (representing over 99% of global
electricity consumption).
A monitoring service is used on an ongoing
basis to ascertain whether substances used
in the manufacture of products are currently,
or potentially, listed under the Globally
Harmonised System of Classification and
Labelling of Chemicals (GHS) Category 1 and
Category 2 Health and Environmental
Hazardous Substances, or equivalent
applicable jurisdictional laws or regulations
regarding chemicals of concern. Our approach
is to develop new products which do not use
such substances. We have active programmes,
and work with our customers and suppliers,
to develop alternatives to current products
which incorporate such substances. These
are primarily flame retardant and stabilisation
additives, which are purchased as a
masterbatch, bound into the polymer, and
present no hazard to human health in that form.
Key metrics
2024
2023
2022
Internally recorded environmental incidents:
Level 1
0
0
0
Level 2
0
0
1
Company metrics (UK only)
Energy usage (MWh)
44,448*
45,169*
46,483*
Specific Energy Consumption (kWh/kg)
Calculation shown as mix-neutral assessment of
energy usage per kg of polymer processed.
7.02*
7.73*
8.58*
Group metrics
Energy usage (MWh)
68,128*
68,559*
69,017*
Energy usage (GJ)
245,259
246,812*
248,463*
Proportion of energy from grid electricity (%)
45
44
45
Proportion of energy from renewable sources (%)
UK site
45
46
USA sites
42
40
Poland site
47
46
China site
28
28
Group
44
44
35
*
From 2022, the reported energy usage includes electricity, gas and other fuels (LNG, diesel and propane). In prior
years, not all fuels were included as they were not material. We are commied to using renewable electricity where
feasible. 100% of the electricity used in our UK, Poland and USA (Walton) sites comes from renewable sources.
Environment
The Group waste and recycling position
progressed to 55% recycling of all waste.
While the amount of material gassed in our
two main manufacturing sites, Croydon, UK,
and Walton, USA, increased by 1.8%, we
reduced our energy usage for these sites
by 0.7%.
Productivity was improved through the use
of Overall Equipment Effectiveness (OEE)
methodology, which focused on reducing
cycle times and reload sequences. Best
practice was shared across all sites to
enhance learnings. Despite increased activity,
improvements were also noted in water
consumption and waste management.
A significant Group-wide reduction of 13.4%
in water consumption was achieved through
a number of focused initiatives, including a
rainwater harvesting project and optimising
coating processes. The Group waste and
recycling position progressed to 55% recycling
of all waste.
Zotefoams plc
Annual Report 2024
59
Strategic Report
Governance
Financial Statements
Key targets
Our sustainability targets, set in 2022, focus on the reduction of Scope 1, 2 and use-phase carbon emissions.
Objective
Key performance indicator (KPI)
Target
Achievement
Score
1
Achieve a 10% reduction in the energy
used to manufacture our products
by 2026
Reduce the energy used per unit
of revenue from a baseline of
0.74 kWh/£ in December 2021
2022
0.73 kWh/£
0.66 kWh/£
2023
0.72 kWh/£
0.56 kWh/£
2024
0.70 kWh/£
0.51kWh/£
2025
0.68 kWh/£
2026
0.66 kWh/£
2
Further develop our product portfolio
by designing and developing new
products which offer our customers
more sustainable solutions such that,
by 2026, they will account for 5%
of revenue
Share of sales from products
introduced from 2021 which are
designed for use-phase efficiency
(% of revenue)
2022
0.5%
1.2%
2023
2.0%
1.1%
2024
3.0%
0.5%
2025
4.0%
2026
5.0%
3
Halve the polymer purchased that
is not used in the end-product
(through internal waste and/or
oversized materials) by the end
of 2026
1
Reduction in the mass of excess
polymer purchased to that sold
(% reduction) from a baseline at
the end of 2021
2022
2.5%
4.7%
2023
7.5%
10.8%
2024
15.0%
12.8%
2025
30.0%
2026
40.0%
1
The objective to halve the polymer purchased that is not used in the end-product is calculated on a running rate at the end of 2026, whereas the KPI provides intermediate targets for
the full year.
There were no significant environmental
incidents during the year (2023: none).
Previous years have been analysed against
an internal categorisation introduced in 2018,
guided by the environmental reporting
guidelines.
Environmental incidents are categorised
as follows:
Level 1 –
Reported to Environment Agency
(e.g. polluting incident)
Level 2 –
Reported to local authority
(e.g. waste concerns)
Level 3 –
Internal report only
(e.g. small granule spills)
The Company ensures that all environmental
reports of incidents are taken seriously and
appropriately investigated and that the
responses given are appropriate to their level
of impact or potential impact. Eleven internally
reported Level 3 incidents (2023: 13) relating
to minor machine oil spills and plastic granule
spills were recorded during the year, all of
which were contained. The incidents are
captured by daily inspections and actioned
as required. The continued yearly decrease
is aributed to ongoing high levels of safety
observations, employee education and
ongoing implementation of the 5S method
to reduce waste and increase productivity.
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE
(
ESG
)
REPORT
(CONT.)
Zotefoams plc
Annual Report 2024
60
Specific Energy Consumption (SEC) – UK
In October 2009, the Company entered into a
Climate Change Levy (CCL) agreement, which
involves meeting specific voluntary targets to
increase energy efficiency and reduce carbon
dioxide (CO
2
) emissions. Provided the
Company meets the requirements of the
CCL agreement, it receives a rebate on its
electricity bills and is also exempt from the
Carbon Reduction Commitment Scheme for
the plastics sector; the scheme is run by
BPF Energy Limited, to which unadjusted SEC
figures are reported quarterly. The scheme
will run up to 2025.
The Company measures energy efficiency
by taking energy consumption and dividing
it by the amount of material (in kg) that
passes through high-pressure autoclaves.
The increase in production of our HPP foams,
which generally require more processing
energy than polyolefin foams, prompted us
to update these metrics to be product-mix
neutral in 2018. In 2024, our adjusted energy
efficiency measure, Specific Energy
Consumption (SEC), decreased 9.2% to
7.02 kWh/kg (2023: 7.73 kWh/kg), continuing
a downward trend initiated in 2015. In 2023,
the Company completed its third assessment
under the Energy Saving Opportunity
Scheme (ESOS) and remains compliant.
The SEC value has been reported in the
Annual Report as a mix-adjusted value
since 2018. This allows a product-mix-neutral
assessment of energy efficiency
improvements made.
Global carbon emissions
Zotefoams’ products are used globally to
improve people’s lives and reduce energy
consumption, primarily through insulation and
weight reduction. The processes we employ
to create these foams allow us to use less raw
material and produce lighter foams than rival
processes, both of which are beneficial for
carbon reduction. In making these foams,
energy (both gas and electricity) is the main
source of carbon emissions from our facilities.
The methodology we have used is in
accordance with the guidance published by
the Department for Environment, Food and
Rural Affairs in June 2013
1
. We have only
included our Scope 1 and Scope 2 emissions
as defined by this guidance.
Scan the QR code to see
the environmental
reporting guidelines
zote.info/36LLN69
Waste, water and sustainability targets
Our website provides further metrics on
waste, water and carbon emissions.
hps://zote.info/3mjufjS
Task Force on Climate-related Financial
Disclosures (TCFD) response
Our climate-related financial disclosures for
the financial year ended 31 December 2024,
in accordance with the FCA listing rule
LR 9.8.6 R(8), are provided on our website
hps://zote.info/3mjufjS
. The rule requires
relevant companies to report on a ‘comply
or explain’ basis against the TCFD
recommendations. We have considered
our ‘comply or explain’ obligation in respect
of the eleven TCFD recommendations.
Global carbon emissions
2024
2023
2022
Group: carbon emissions (CO
2
tonnes)
Scope 1 emissions (direct emissions from our operations
which includes fuel)
1
6,941
7,021
6,932
Scope 2 emissions (indirect emissions, primarily electricity)
6,277
6,314
6,029
Total
13,218
13,335
12,961
Carbon emissions (kg) per material gassed (kg)
1.4
1.4
1.4
1
We do not generate our own energy.
Global pollutant emissions
2024
2023
2022
NO
X
(excluding N
2
O)
2.4
2.5
2.5
SO
X
0.0
0.0
0.0
VOCs
1.0
1.0
0.3
HAPs
0.0
0.1
0.0
NO
X
and SO
X
calculated from Scope 1 emissions.
Volatile Organic Compounds (VOCs) and Hazardous Air Pollutants (HAPs) measured on a number of typical production days at factory emission points and scaled for total annual
production volumes.
Zotefoams plc
Annual Report 2024
61
Strategic Report
Governance
Financial Statements
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE
(
ESG
)
REPORT
(CONT.)
Topic
Accounting metric
Category
Unit of measure
Code
Supporting disclosure
Greenhouse gas
emissions
Gross global Scope 1 emissions,
percentage covered under
emissions-limiting regulations
Quantitative
Metric tonnes (t)
CO2 Percentage
(%)
RT-CH
-110a.1
See Group carbon emissions table
on page 61. 0% of Scope 1 emissions
were covered under emissions-limiting
regulations
Discussion of long-term and
short-term strategy or plan to manage
Scope 1 emissions, emissions
reduction targets, and an analysis of
performance against those targets
Discussion
and analysis
n/a
RT-CH
-110a.2
See Group carbon emissions table
on page 61 and targets section on
page 60
Air quality
Air emissions of the following
pollutants: (1) NOX
(excluding N2O),
(2) SOX, (3) volatile organic
compounds (VOCs) and
(4) hazardous air pollutants (HAPs
)
Quantitative
Metric tonnes (t)
RT-CH
-120a.1
See Group carbon emissions table
on page 61
Energy management
(1) Total energy consumed
(2) Percentage grid electricity
(3) Percentage renewable
(4) Total self-generated energy
Quantitative
Gigajoules (GJ)
Percentage (%)
RT-CH
-130a.1
See key metrics on page 59
We do not generate our own energy
Water management
(1) Total water withdrawn
(2) Total water consumed
(3) Percentage of each in regions with
high or extremely high baseline
water stress
Quantitative
Thousand cubic
meters (m³)
Percentage (%)
RT-CH
-140a.1
See water data on our website:
hps://zote.info/3mjufjS
Number of incidents of
non-compliance associated with
water quality permits, standards and
regulation
Quantitative
Number
RT-CH
-140a.2
None
Description of water management
risks and discussion of strategies and
practices to mitigate those risks
Discussion
and analysis
n/a
RT-CH
-140a.3
See water data table and TCFD
disclosures on our website:
hps://zote.info/3mjufjS
Hazardous waste
management
Amount of hazardous waste
generated and percentage recycled
Quantitative
Metric tonnes (t)
Percentage (%)
RT-CH
-150a.1
See waste data table on our website:
hps://zote.info/3mjufjS
Product design for
use-phase efficiency
Revenue from products designed for
use-phase resource efficiency
Quantitative
Reporting
currency
RT-CH
-410a.1
See key targets section on page 60
Safety and
environmental
stewardship of
chemicals
(1) Percentage of products that
contain Globally Harmonized System
of Classification and Labelling of
Chemicals (GHS) and Category 1 and 2
Health and Environmental Hazardous
Substances
Quantitative
Percentage (%) by
revenue
RT-CH
-410b.1
Less than 5% of revenue is generated
from substances that are regulated
1
or are considered to be of international
concern
2
. 100% of goods purchased
and sold undergo hazard assessments.
The hazardous substances, such as
flame retardants and low levels of
stabilisers, are non-hazardous in the
finished products as they are bound
into the polymer matrix
(2) Percentage of such products that
have undergone a hazard assessment
Percentage (%)
Discussion of strategy to (1) manage
chemicals of concern and (2) develop
alternatives with reduced human
and/or environmental impact
Discussion
and analysis
n/a
RT-CH
-410b.2
See Our approach to environmental
sustainability section on page 58
Genetically modified
organisms (GMOs)
Percentage of products by revenue
that contain GMOs
Discussion
and analysis
Percentage (%)
RT-CH
-410c.1
No products contain GMOs
Management of the
legal and regulatory
environment
Discussion of corporate position
related to government regulations
and/or policy proposals that address
environmental and social factors
affecting the industry
Discussion
and analysis
n/a
RT-CH
-530a.1
Zotefoams follows all local regulations
relating to health, safety and
environment as well as social factors.
We have a low risk appetite towards
safety
See pages 69 to 71
Production by
reportable segment
n/a
Quantitative
Cubic meters (m³)
or metric tonnes (t)
RT-CH
-000.A
7,076 tonnes of AZOTE
®
Polyolefin Foam
and 2,660 tonnes of HPP were
manufactured. There is a lag between
manufacturing and sale
1
Substances of very high concern under REACH and the EU’s Restriction of Hazardous Substances Directive or substances listed under California Prop 65.
2
Substances controlled by the Montreal Protocol, Stockholm and Roerdam Conventions, GHS category 1 and category 2 health hazards.
Sustainability Accounting Standards Board
(
SASB
)
disclosures
SASB standards identify the subset of ESG issues that are reasonably likely to have a material impact on the financial performance of the typical
company in an industry. The following table summarises our response to the sector-specific standards for chemicals companies.
Zotefoams plc
Annual Report 2024
62
Social
Zotefoams continues to focus on becoming a great place to work, while
activating our new
EXPANDING BEYOND THE CORE
growth strategy.
Diversity, Equity, Inclusion and
Belonging (DEIB)
As a global employer, Zotefoams is made
up of different races, genders, ethnicities,
backgrounds, religions and beliefs across the
globe. Zotefoams is commied to providing
equal opportunity, fair treatment and
belonging as part of its araction, onboarding,
engagement and employee retention aims.
Following Ronan Cox’s arrival in April 2024,
the Company’s values were updated to
provide cultural and behavioural clarity and
cultivate a working environment where we
unlock potential for all, while striving to
With new leadership and our new EXPANDING BEYOND THE CORE
growth strategy, the Group Executive Team understands the need
to provide clarity of purpose and alignment to our vision and values,
while harnessing strength from our global diversity, continuous
improvement and operational excellence.
Ronan Cox
Group CEO
become a global employer of choice.
Zotefoams recognises the value and
successes to be gained when our colleagues
feel valued, appreciated and free to bring
their full authentic selves to work.
THE COURAGE TO TAKE
BOLD ACTION TO
ENSURE THAT WE
SUCCEED IN TACKLING
OUR CHALLENGES
DEDICATED TO
MAKING A SIGNIFICANT
AND POSITIVE IMPACT
IN EVERYTHING WE DO
CULTIVATE
A RESPECTFUL
AND INCLUSIVE
ENVIRONMENT WHERE
EVERYONE IS VALUED
AND COLLABORATION
IS ENCOURAGED
Zotefoams plc
Annual Report 2024
63
Strategic Report
Governance
Financial Statements
Female
30%
Male
70%
Gender
Non-white ethnicity
41%
White ethnicity
59%
Ethnicity
Age profile
Age 51 or above
28%
Age 50 or below
72%
Colleagues embraced our newly launched values by participating in employee-led workshops
across our global locations.
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE
(
ESG
)
REPORT
(CONT.)
We recognise that gender diversity remains
a challenge in our industry; we remain
commied to improving gender balance.
To improve the candidate and employee
experiences, while developing our own
candidate database, we have procured an
Applicant Tracking System (ATS). Through
automation, this ATS will inject greater
efficiencies, enhance collaboration and
generate statistics that provide benchmarks
for us to improve upon, as part of our Group
diversity strategy.
The most recent graduate intake has a
favourable gender split towards females
– 83% female and 17% male. In Q4, the female
graduates met with the Group Executive Team
and gained support to raise Zotefoams’
profile and Employee Value Proposition (EVP),
while championing STEM opportunities
with schoolchildren in local communities,
showcasing their own passion for learning,
their academic/workplace experiences and
their career trajectories.
Zotefoams held several events across the
calendar year in relation to addressing the
gender balance. We have actively recognised
International Women’s Day for the past few
years, centring on enhancing the female voice
within Zotefoams and diversity of thought
through female representation in
management and leadership teams.
Zotefoams plc
Annual Report 2024
64
Female
37.5%
Male
62.5%
Group Executive Team
Female
20%
Male
80%
Direct report to Group
Executive Team
Female
29%
Male
71%
Director
We recognise that gender diversity remains
a challenge in our industry and remain
commied to improving gender balance.
In line with our aspiration to increase female
joiners, we aim to create gender-neutral tones
in advertising vacancies and, where possible,
provide diverse interview panels.
Following an organisational redesign in 2024,
our Group Executive Team’s female
representation increased during the year.
2025 will see us appoint internal employee
engagement champions and colleagues to
develop Employee Resource Groups (ERGs),
further embracing colleagues’ race, ethnicity,
veteran status, gender, age, religion, identity,
sexuality, disability, genetic disposition,
neurodiversity, perspective or experience
or any other aspect that makes an
individual unique.
Role by gender
2024
2023
Female
%
Male
%
Prefer
not to
say
%
Female
%
Male
%
Prefer
not to
say
%
Director
2
29.0
5
71.0
0
0
2
29.0
5
71.0
0
0
Board Fellow
1
100
0
0
0
0
0
0
0
0
0
0
Group Executive Team
3
37.5
5
62.5
0
0
1
17.0
5
83.0
0
0
Direct report to Group
Executive Team
9
20.0
35
80.0
0
0
10
26.0
29
74.0
0
0
Other staff
163
31.0
368
69.0
0
0
130
26.0
367
74.0
0
0
Total
177
30.0
413
70.0
0
0
143
26.0
406
74.0
0
0
Number of senior positions
(CEO, CFO, SID or Chair)
1
3
0
1
3
0
The gender split remains the same as 2023 for our Director population.
Zotefoams plc
Annual Report 2024
65
Strategic Report
Governance
Financial Statements
The Board and Group Executive Team (GET)
are commied, as part of the cultural
transformation, to invest in further learning
and focus to collectively harness our full
diversity, inclusion, equity and belonging
potential across the globe.
Group policies and internal controls are in
place, and are monitored by the Board, on
health and safety, modern slavery, ethics,
anti-bribery and corruption, anti-fraud,
whistleblowing and dignity at work; visit
hps://zote.info/3x0de78
for further
information. The Group has in place a contact
mechanism for stakeholders to reach out
to the business on issues of concern.
Biennial compliance training programmes,
in local languages if needed, are delivered
globally to relevant staff on modern slavery,
anti-bribery and corruption, anti-fraud,
anti-money laundering, insider trading and
data protection. In 2024, we delivered
compliance and health and safety training
to 428 employees.
Ethnicity distribution of Group workforce*
Director
UK
USA
China
Poland
India
Other
Group-wide
White ethnicity
7
203
78
0
61
0
0
349
Non-white ethnicity
0
139
62
30
0
7
3
241
Total
7
342
140
30
61
7
3
590
Non-white ethnicity
0%
41%
44%
100%
0%
100%
100%
41%
*
This data depicts ethnicity make-up across the Group, noting that there are legislative differences across the globe. Our Board Fellow, who is of non-white ethnicity, has been excluded
from the data as she is not an employee.
Employee wellbeing
Zotefoams promotes hybrid working, to
enable araction, retention and engagement,
and to provide employees with a greater
work/life balance.
Following investment in new Group roles in
HR and Internal and External Communications,
greater focus will be placed on promoting
offerings and routinely analysing benefits
usage against market trends, to ensure our
platform of benefits is market-competitive.
We have 17 qualified Mental Health First Aiders
within Zotefoams. 2025 will see us seek
Group-wide representation, aligned to our
global communications, wellbeing and
development calendar of activities.
Recognising in-country differences, we have
a mix of annual health examinations and
employee assistance programmes (EAPs).
EAPs offer health advice via a 24/7 call line,
including bereavement assistance,
counselling, and legal and financial support.
Emphasis on early intervention is placed on
employee wellness plans, aiding the process
of returning to work and mitigating the
potential for long-term absence.
Our colleagues in Poland made significant
strides during the year in promoting employee
wellbeing, with a particular focus on mental
health. During Mental Health Week, a range
of activities were arranged, designed to
support teams’ emotional and mental
wellness. Employees participated in daily
sessions such as the ‘Mindfulness Journal’,
which included breathing exercises, muscle
relaxation, and meditation techniques to
help reduce stress and foster mindfulness.
A stress management session was hosted,
equipping employees with practical tools for
managing daily pressures. To cultivate gratitude
and positivity, a Gratitude Box was introduced.
Employees anonymously shared what they
were thankful for, promoting a culture of
appreciation and mental clarity. These
initiatives were well received and contribute
to a supportive working environment.
Our colleagues in China hosted a team-building
event in a mountain village, with 19 participants
from Production, Sales, Finance and HR. The
day included activities such as singing, chess,
games and hiking, providing an opportunity
for team members, including five new staff
members, to bond and communicate across
departments. This event helped foster stronger
relationships and improved collaboration.
Further details about our approach to health
and safety are provided on pages 69 to 71.
Colleagues from our China team enjoying a memorable team-building trip.
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE
(
ESG
)
REPORT
(CONT.)
Zotefoams plc
Annual Report 2024
66
Communication and engagement
Communication
Across the Group, leadership teams engage
with employees through a variety of channels.
The GET regularly holds townhalls to brief
employees on Zotefoams’ progress. We
combine this with regular business updates
and encourage employee engagement
through live question-and-answer sessions.
The GET cascades monthly outputs to the
Senior Managers Team. Areas of focus include
introductions to new joiners, strategic focus,
the exploration of new opportunities and
revisions to internal processes.
Colleagues are encouraged to actively
participate in localised and global updates.
Updates are recorded, translated and where
feasible, shared on media screens to ensure
that everyone is included.
Management meetings across the Group, in
various forms, take place regularly and include
a review of employee feedback to help foster
an open dialogue between management and
employees. These meetings also provide a
platform to discuss employee engagement,
allowing us to identify areas for improvement
and take timely action to enhance team
morale and performance. Some sites replicate
the Group townhall format, localising the
approach, communicating updates and
initiatives and enabling transparency and
alignment. The combination of feedback,
engagement and open communication
provides teams with the support and clarity
needed to achieve their best work.
Our Production employees join daily briefings
which provide them with the opportunity to
engage with their colleagues and leaders
on key topics including health and safety,
business and site-specific updates, a review
of the previous days’ performance and plans
for the upcoming shift.
Employee engagement
A range of employee pulse surveys were
undertaken in 2024 to drive engagement
boom-up in our journey to become a global
employer of choice. Since the appointment of
Ronan Cox, our new Group CEO, in May 2024,
the decision has been taken to conduct an
extensive review of the global foam market,
with the support of a third-party provider.
This will provide areas to focus on and
create Group and country-aligned action
plans to enhance employee engagement
opportunities under the strapline ‘you said,
we did’. We are all responsible for making
Zotefoams a great place to work.
Performance management
The GET is passionate about creating
high-performing teams. In 2024, we engaged
UKG, a software provider on a mission to
inspire every organisation to become a great
place to work through Human Capital
Management technology. Investing in a
new Global HR Information System (HRIS)
(see our Audit Commiee report on page 78)
will, among other improvements, enable
standardisation of the global performance
cycle in Zotefoams.
In Q1 2025, we have refined our approach to
performance management and development.
Our aim is to achieve a global approach, while
recognising cultural and legislative differences
and providing employees and managers with
user-friendly guidance notes, workshops
and videos crafted to support new people
managers and employees. The process
embeds calibration, an essential tool to
reduce bias, rewards the right behaviours
by aligning them with the Company’s values,
and helps us identify tomorrow’s high
performers, all of which will allow us to build
tomorrow’s organisation.
Remuneration and benefits
The Group’s approach to reward aims to align
financial incentives with Zotefoams’ purpose
and values in order to optimise performance.
The Company compensates employees in line
with market rates and considers regulatory
guidance, which includes paying employees
at or above the rates published by the Living
Wage Foundation in the UK and liveable wages
in the USA. In Poland, India and China, the rate
of pay for Zotefoams employees is above the
minimum wage applicable locally. Bonus
arrangements vary from location to location.
Reflecting inflationary pressures, UK staff
received a salary increase of 5% in 2024.
Similar measures were implemented in the
USA and Poland to ensure that salaries
remained aligned with the market. The trade
union is consulted on all UK employee
remuneration maers and was supportive
of the measures taken.
89% of Zotefoams’ employees are enrolled in
a pension scheme in the UK, an encouraging
figure which compares favourably with a
UK average of 79%.
1
Effective 1 April 2024,
Zotefoams increased the employer pension
contribution on the two direct contribution
pension schemes currently run by the
Company by 1% for those meeting the
maximum employee contribution. In other
locations, all employees are enrolled in
government-backed pension schemes in line
with legislation.
Zotefoams’ remuneration and benefits are
in line with country norms.
1
Office for National Statistics, employee workplace
pensions in the UK bulletin, April 2022.
Talent development
Savannah Poynter
joined Zotefoams in 2011
in a temporary capacity, moving swiftly into
the Finance team in September 2014 and
later becoming a highly valued finance support
to the Zotefoams Midwest (Tulsa) team.
In March 2022, Savannah joined the HR team
and took, and passed, her PHR certification
(Professional Human Resources certification).
A further promotion followed in 2024 and she
is now an HR Generalist, owning payroll and
benefit administration. Savannah is described
as a “quick study and a gem to work with!
Someone who can always be counted on
to deliver”. Her qualifications include a BA in
Education from the University of Kentucky
and a JD from Florida Coastal School of Law.
Dyllan Messmer
joined Zotefoams in 2018 as
a High-Pressure Vessel & Talc Utility Operator.
Several promotions later, Dyllan is now a
Production Manager, proven in manufacturing
operations, accredited with a Leadership
Training Programme certification and with
several computer and software qualifications,
which have extended his knowledge and data
reporting capabilities. His next challenge for
2025 is obtaining a Six Sigma Certification.
Marek Kanaś
joined Zotefoams Poland in 2021
as a Production Operator. Driven by a deep
passion for working with and improving
machinery naturally led him to pursue a
transition to the Maintenance Department.
In 2022, he seized an opportunity to be
promoted to Maintenance Technician.
Through dedication and a strong desire to
grow, Marek has quickly become an integral
part of the team, also gaining a forklift
certification. His excellent communication
skills and positive aitude towards task
execution have earned him great respect
within the team, supporting smooth
collaboration and high performance.
Zotefoams plc
Annual Report 2024
67
Strategic Report
Governance
Financial Statements
Dan Meyer
was promoted from the Graduate
Scheme into the position of Business
Development Manager for our Footwear
division nearly two years ago. In the time that
has followed, he has more than grown into the
position. Not only has he had the opportunity
to deploy his technical knowledge, but he
has developed and exhibited impressive
commercial and communication skills, working
with large customer accounts across different
disciplines, nationalities and cultures. He has
led project teams and earned the respect of
experienced employees. In this role, he has
travelled across East Asia, USA and Europe
and has shown the confidence to work
independently as well as the common sense
to know when to ask for assistance and
guidance from others.
Will Brown
joined Zotefoams plc as a
Graduate Engineer in 2019 and in September
2021, he became a Senior Customer Service
Representative. In 2022, Will was promoted to
Customer Service team leader and promoted
once again in 2023 to Customer Service
Manager. Will continues to add exceptional
value to the team.
Developing our talent
Zotefoams aims to aract, engage, develop
and retain talent. Personal Development
Plans enable us to identify, source and
facilitate learning and development
opportunities, supported where possible
by government funding, including use of
the Apprenticeship Levy.
During the year, our people participated in
numerous learning experiences, including,
but not limited to: Leadership Team Building
Training, Lead Auditor Training for the Quality
Assurance Coordinator, 6-week Supervisor
Series: Leading a Team and Effective
Management for Shift Supervisors,
Interpersonal and Communication Training
for the Maintenance team, Customer Service
and Communications Training for the
Customer Service team, Mini-Tab training for
the Quality team and Drug and Alcohol Training
for Leadership.
In the UK, our Production colleagues also
undertook training in a variety of areas,
including Six Sigma Green and Yellow belt
training, Cloud Architect Master’s Programme,
NEBOSH, Mental Health First Aid and in-house
workshops, wellbeing and the Company’s values.
Early careers
Zotefoams first invested via a structured
format in fostering early careers back in
September 2007. We are proud to
have colleagues from the very first intake
still with us.
Our Graduate Scheme plays a pivotal role in
enhancing succession and capacity planning
through generating a pipeline of emerging
talent which, through internal departmental
rotations, provides an understanding of our
business. These foundations enable
graduates to drive their personal development
and career pathways. We are proud of our
Scheme’s track record and remain passionate
about continuously developing it based on
each cohort’s feedback.
Work experience and internship opportunities
are available and will be formalised following
the appointment of a Group Learning and
Development Manager in 2025.
Communities and social review
Presently, we have a localised approach to
giving something back to the communities
in which we work and live. In 2025, we will take
this further by working with employee
engagement champions, to help us adopt
a Group approach that will make a greater
impact while retaining the positive differences
we make locally.
Throughout 2024, Zotefoams employees
participated in a range of activities, including
the following:
in December, colleagues selected gift tags
from our Festive Giving Tree, with each gift
tag representing the wish of a child in a local
refuge. These gifts were then collected and
presented to the children
a Fall (Autumn) Food Drive involved the
contribution and donation of food items for
local food banks, where colleagues also
donated toys to local children’s homes and
the Foster and Adoptive Parent Association
of Northern Kentucky
Zotefoams proudly sponsored employees,
aiding them to take part in a meaningful
netball tournament in support of The Lily
Foundation. The event was a great success,
with the team securing third place in the
mixed netball league!
Zotefoams donated 20 laptops to a school in
Malawi, Africa, to support student learning.
c.720
hours of on-the-job training
and assessment – Operator
Cross Training
1,135
hours of E-learning
12
Our Finance colleagues in
China embarked on a 12-month
programme to improve their English,
where learning was blended with
videos and online tutorials with
English-speaking tutors
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE
(
ESG
)
REPORT
(CONT.)
Zotefoams plc
Annual Report 2024
68
Board-level accountability
Cultivating a strong safety culture positively
influences both risk management and overall
performance. Our approach places health and
safety at the forefront, supported by robust
leadership and employee training to equip
teams with the tools to continuously enhance
workplace safety. The Company holds ISO
45001:2018 certification for Health and Safety,
maintained through a rigorous recertification
process that includes two surveillance audits
annually. The Board, which has ultimate
responsibility for health and safety policy and
performance, has set a low risk appetite for
health and safety maers, and reviews
quarterly reports on Group health and safety
issues. Annual performance objectives are
agreed by the Board and performance against
these is monitored as part of its quarterly
reporting programme. RIDDORs (reportable
under the Reporting of Injuries, Diseases and
Dangerous Occurrences Regulations 2013)
are recorded immediately and are subject to
a thorough root cause analysis reviewed by
the Board, with appropriate follow-up actions
agreed with management, both in the UK and
in our overseas locations. Additionally, the
Board has performed a detailed review of
performance, targets, metrics and approach
in health, safety and environmental maers
through monthly updates.
The Group CEO is directly responsible to the
Board for health and safety performance.
All health and safety maers are overseen
by steering commiees, chaired by the
Group CEO (or appropriate senior person
in subsidiary companies). The steering
commiees meet quarterly and consider
overall performance and the impact of current
and impending legislation. From 2025, a Group
Health and Safety Leadership Commiee will
be responsible for ensuring that high
standards of health and safety are
consistently applied across the Group.
Training and performance
Employees are encouraged to take personal
responsibility for their own safety and that of
their colleagues. All staff receive role-specific
health and safety training on joining the
business, with regular refresher sessions
provided thereafter. Employees are required
to report any unsafe or potentially unsafe acts,
conditions or incidents (including near misses),
as well as any damage to equipment, even if no
personal injury occurs. All reported incidents
are thoroughly investigated by the relevant
management to identify root causes, and,
wherever possible, improvements are made
to working practices and procedures to
reduce the risk of recurrence. In 2024, there
were no prosecutions, fines or enforcement
actions resulting from non-compliance with
health and safety legislation (2023: none).
Health and safety is, and always will be,
our number one priority. Our goal is to
ensure that each and every one of our
employees goes home at night as happy
and healthy as they left in the morning.
Ronan Cox
Group CEO – Health and Safety Awards 2024
Health and Safety Days bring colleagues together to recognise and celebrate our strong
safety culture.
Zotefoams plc
Annual Report 2024
69
Strategic Report
Governance
Financial Statements
Controlled substances and
high-pressure gas
Few controlled substances are used in the
manufacture of our foams, but where they are,
the Group has established procedures in
which the relevant employees are trained to
ensure safe storage and handling of such
substances, in accordance with regulatory
requirements. The manufacturing process
involves manual handling and processing of
materials; therefore, when new or altered
equipment or materials are introduced, and
at regular periods thereafter, the risks to the
processes are assessed and improvements
made wherever possible, such as to the design
of the equipment, to reduce or eliminate the
risks identified.
The most strictly controlled parts of the
Group’s sites are where high-pressure gas
is used. The high-pressure autoclaves are
subject to the Pressure Systems Safety
Regulations 2000 in the UK, OSHA
(Occupational Safety and Health
Administration) in the USA and the Journal of
Laws of the Republic of Poland, Dz. U. 2022 poz.
68. Tightly defined procedures and operational
controls are in place to manage the safety of
these pressure systems. Fail-safe
mechanisms, known as pressure relief valves
and bursting discs (which act like fuses in an
electrical system), are included in the design
of the pressure systems which, when
triggered, allow the safe depressurisation
of sections of the system and prevent any
further risks. Operation of these fail-safe
mechanisms releases harmless nitrogen
gas into the atmosphere.
Health and safety performance
The primary metric used to monitor the
number of reportable injuries for the Group is
RIDDOR. The Group also uses metrics devised
by the United States Department of Labor to
measure staff absence resulting from
workplace incidents and accidents. This allows
a comparison with a large, relevant peer group
and also provides an established methodology
against which we can benchmark our
performance annually. In 2024, a good
performance continued on DAFW (Days Away
From Work) and DART (Days Away Restricted
or Transferred) relative to the latest
benchmark data for Rubber and Plastics
Processors. RIDDOR, DAFW and DART are our
primary metrics. Other metrics are provided
below to meet SASB chemical industry
requirements.
In 2024, four RIDDOR incidents occurred
across the Group (2023: one). The adverse
performance was driven by an increased
number of unusual or infrequent tasks in
locations where activity had started or
increased during the year, reflecting a lack
of safety culture maturity in these areas.
To support the development of continuous
safety practices, dynamic risk assessments
have been deployed and an enhanced safety
day programme is in place. The SASB Total
Recordable Incident Rate (TRIR) metrics
provided below evidence that process safety
remains good across all sites.
While all Zotefoams locations fully comply
with local legal requirements, a continuous
improvement programme is in place, aimed at
elevating locations currently meeting a “good”
or “adequate” standard to “superior” or “good”
respectively. We use leading indicators, a
forward-looking metric, to help identify new
potential risks and allow for timely intervention.
11,300 Group-wide safety engagements were
completed in 2024 (2023: 9,202),
demonstrating a focused and proactive
approach to safety performance.
Focus on health
Employee wellbeing goes beyond physical
health; Zotefoams aims to empower staff to
manage their emotional, social, financial and
career wellness so that they can continue
to thrive in the work environment. Further
details may be found in our Social section
on pages 63 to 68.
Health and safety days 2024
Our health and safety engagement strategy
centres around encouraging proactive
ownership of safety issues at the individual
level. We use our safety days to unite staff
behind a common objective: keeping everyone
safe, at all times. For the past few years,
our suppliers have supported a bi-annual
interactive event in the UK, culminating this
year in annual safety awards in best safety
breakthrough ideas, safety coach and team
player, contractor management and recycling
environmental categories. The 2024 topics
included a discussion on the meaning and
impact of a good safety culture, mental health,
physical health, fire safety and manual
handling, with a central safety zone offering
a range of activities, such as the hazard
spoing competition and the creation of
a safety pledge. Poland also held a highly
successful safety day in September, where
staff focused on hazard identification and
trainings sessions were held on improving
forklift truck safety. This was followed by a
mental health week in November including
workshops on mindfulness, healthy eating and
stress management. In the USA, health fairs
covering a variety of topics such as nutrition,
blood pressure, heart health and diabetes
were held in both Walton and Tulsa.
Regular safety days provide hands-on fire safety training for colleagues across the business.
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE
(
ESG
)
REPORT
(CONT.)
Zotefoams plc
Annual Report 2024
70
2024
2023
2022
Industry (latest
published
figures)
RIDDOR
4
1
2
n/a
DAFW
1.0
0.7
0.5
1.2
DART
1.3
0.9
0.5
2.3
2024
2023
2022
Total Recordable Incident Rate (TRIR)
Direct employees
2.0
1.0
3.1
Contract employees
0.0
0.0
0.0
Process Safety Incidents Count
1
2.0
2.0
4.0
Process Safety Incident Rate
1
0.3
0.3
0.7
Process Safety Incident Severity Rate
1
1.0
1.0
1.5
Number of transport incidents
1
0.0
0.0
0.0
Fatality rate
Direct employees
0.0
0.0
0.0
Contract employees
0.0
0.0
0.0
1
Tier 1 level incidents.
Sustainability Accounting Standards Board (SASB) disclosures
Topic
Accounting metric
Category
Unit of measure
Code
Supporting disclosure
Workforce
health and safety
(1) Total recordable incident
rate (TRIR)
(2) Fatality rate for:
(a) direct employees and
(b) contract employees
Quantitative
Rate
RT-CH
-320a.1
See Health and safety
performance table on pages 69
to 71
Description of efforts to assess,
monitor and reduce exposure
of employees and contract
workers to long-term (chronic)
health risks
Discussion
and analysis
n/a
RT-CH
-320a.2
W
e assess all hazards within
all roles and have a health
surveillance programme based
on higher-risk hazards. We
continuously work to eliminate
or mitigate all risks that could
lead to long-term health risk
Operational
safety,
emergency
preparedness
and response
Process Safety Incidents
Count (PSIC), Process Safety
Total Incident Rate (PSTIR)
and Process Safety Incident
Severity Rate (PSISR)
Quantitative
Number, rate
RT-CH
-540a.1
See Health and safety
performance table on page 71
Number of transport incidents
Quantitative
Number
RT-CH
-540a.2
Zotefoams had no reportable
transport incidents
Zotefoams plc
Annual Report 2024
71
Strategic Report
Governance
Financial Statements
BOARD OF DIRECTORS
DIVERSE SKILLS TO BUILD STRENGTH
Chair of Commiee
A
Member of the
Audit Commiee
R
Member of the
Remuneration
Commiee
N
Member of the
Nomination
Commiee
Douglas Robertson
Senior Independent Director
N R
Appointed
August 2017
Skills
Extensive multinational experience
in both public and private companies,
strategic planning, acquisitions
and divestments.
Experience
Doug is a Chartered Accountant and
was Group Finance Director of SIG plc
until his retirement in January 2017.
Prior to joining SIG, Doug had been
Group Finance Director of Umeco plc
and Seton House Group Limited,
having spent his early career with
Williams plc in a variety of senior
financial and business roles.
External appointments
Non-Executive Director, Chair of the
Audit Commiee, member of the
Remuneration and Nomination
Commiee, Mpac plc.
Lynn Drummond
Non-Executive Chair
R
Appointed
January 2023
Skills
Experienced Chair and Non-Executive
Director, with significant expertise in
banking and the healthcare sector.
Experience
Lynn has had a distinguished career
in the pharmaceutical and life
sciences sectors. She spent 16 years
as a Managing Director within
Investment Banking for Rothschild
& Co. Prior to Rothschild & Co,
Lynn worked in the Cabinet Office
in London as Private Secretary to
the Chief Scientific Advisor. She
has held additional Non-Executive
Directorships at Venture Life Group
plc, RPC Group plc, Infirst Healthcare,
Shield Holdings AG, Allocate
Software plc, Consort Medical plc
and Alimentary Health Ireland. Lynn
has recently completed her six-year
tenure as Chair of the Board of
Governors at the University of
Hertfordshire. She has also been
Chair of Trustees for Breast Cancer
Haven, and was on the University
of Cambridge, Centre for Science
and Policy Development Group.
Lynn holds a Bachelor of Science
Degree in Chemistry from the
University of Glasgow and a PhD in
Biochemistry from the University of
London. She is a Fellow of the Royal
Society of Chemistry, and a Fellow
of the Royal Society of Edinburgh.
External appointments
Non-Executive Director of Stevenage
Bioscience Catalyst. Non-Executive
Director of Puma AIM VCT plc. Board
mentor for Criticaleye.
Ronan Cox
Group CEO
Appointed
April 2024 (Group CEO Designate) and
May 2024 (Group CEO)
Skills
Extensive international leadership
expertise with a strong focus on
driving disciplined, sustainable
transformation and growth within the
industrial sector. Proven track record
in leading M&A programmes,
implementing impactful sustainability
initiatives, and advancing innovation
to deliver market-leading solutions.
Experience
During his nearly three-decade tenure
at Coats Group plc, the FTSE 250 global
leader in industrial thread and footwear
components manufacturing, Ronan held
several pivotal leadership positions.
These included Managing Director of
Coats North Africa, Chief Transformation
Officer, and Regional CEO roles for both
EMEA & Americas and South East Asia
regions. As head of Coats Group’s
Performance Materials division,
Ronan spearheaded the company’s
innovation initiatives, with a particular
focus on sustainable and circular
product solutions. He successfully led
cross-functional teams in integrating
cuing-edge technologies and
implementing environmentally
conscious strategies, aligning with
emerging market demands. Under his
leadership, the division executed
strategic M&A activities that significantly
expanded the company’s market
presence and technological capabilities.
He has a Bachelor’s Degree in Information
Management and Economics from
Queen’s University, Belfast and has
completed an International Executive
Business Programme with INSEAD in
France and Singapore.
External appointments
None
Zotefoams plc
Annual Report 2024
72
Gary McGrath
Group CFO
Appointed
December 2015 (Executive
Director) and February 2016
(Group CFO). As recently
announced, Gary will retire from
his role during 2025.
Skills
Diverse international experience
across a range of manufacturing
businesses. He has a track record
of building world-class finance
organisations and delivering
commercial finance support and
effective control environments
to achieve board strategies.
Experience
Gary is a Chartered Accountant,
qualifying with Arthur Andersen.
He spent eleven years with
RMC Group plc before joining
Koch Industries Inc, where he
spent several years in various
positions, including Global
Finance Director of INVISTA
Apparel and EMEA Vice President
of Finance, Planning and Analysis
at Georgia Pacific. Before joining
Zotefoams, Gary was CFO of
GC Aesthetics Limited. He has
worked across public, private and
private equity environments in
the UK, Belgium, Germany, the
USA and the Republic of Ireland.
External appointments
None
Jonathan Carling
Non-Executive Director
A N R
Appointed
January 2018
Skills
Extensive engineering,
manufacturing, operational and
business experience at board
level, having led the development
and production of a number of
luxury cars and aero engines.
Experience
Jonathan was previously the
CEO of Tokamak Energy Limited,
a technology business developing
a faster route to fusion power,
COO for Civil Large Engines at
Rolls-Royce plc, COO at Aston
Martin Lagonda Limited, and
Chief Engineer with Jaguar
Land Rover Limited. Jonathan
has extensive engineering,
operational and business
experience. He was also a
Non-Executive Director of
Aga Rangemaster Group plc
between 2011 and 2015. He is
a Fellow of the Royal Academy
of Engineering.
External appointments
None
Catherine Wall
Non-Executive Director
A N R
Appointed
May 2020
Skills
Skilled independent Chair and
Non-Executive Director for private
equity owned, quoted and family
companies. Sectors: industrials,
business services, consumer.
Experience
Catherine has 30 years’
experience in the private equity
industry, primarily with Equistone
Partners Europe, where she led
numerous management buy-outs
and later became UK Portfolio
Partner supervising the
management of all the business’s
UK investments. Catherine also
has extensive industrial markets
and Non-Executive Director
experience, working with and
helping develop many
management teams to deliver
ambitious growth plans.
External appointments
Trustee of the City of Birmingham
Symphony Orchestra.
Malcolm Swift
Non-Executive Director
A N
Appointed
September 2023
Skills
Experienced Non-Executive
Director with significant expertise
in global consumer and B2B
markets and international joint
venture boards.
Experience
Malcolm brings a global business
perspective acquired over a
30-year career. He was an
Executive Commiee member
of McCormick & Co Inc, where
his executive positions included
President, Global Flavour Solutions,
and Chief Administration Officer.
From 2017 to 2023, he was a
Non-Executive Director and, from
2019, Chair of the Remuneration
Commiee of Devro plc, and prior
to this a Non-Executive Director
of Stolt Sea Farm Holdings plc.
External appointments
Non-Executive Director of
NovaTaste Group, Board adviser
to Nactarome S.p.a., Chair of
Governors at Caldico School,
Buckinghamshire.
Zotefoams plc
Annual Report 2024
73
Strategic Report
Governance
Financial Statements
CORPORATE GOVERNANCE
COMMITTED TO THE HIGHEST STANDARDS
OF CORPORATE GOVERNANCE
Dear Shareholder
The Board recognises that being a
well-managed business is important to
our shareholders and stakeholders. Sound
governance principles must permeate the
entire organisation, providing a fundamental
underpin to the process of value creation,
value protection and value preservation.
Governance drives the quality of decision-
making that will help Zotefoams achieve
its strategic objectives more efficiently
and effectively and support long-term
sustainable growth.
Throughout the year, the Board has remained
commied to its purpose of providing optimal
material solutions for the benefit of society.
Led by a new Group CEO, the Group’s strategy
was under review during the year and has
been refreshed, with a restructured leadership
team beginning to implement it from 2025.
For further details, see our Group CEO’s review
on pages 23 to 29.
The Board has a detailed programme of
activities ensuring that operational and
financial performance, risk, governance,
strategy, culture and stakeholder maers
are discussed frequently and supporting
Directors’ oversight and understanding.
This ensures that the Board’s discussions
and decisions are appropriate for the
business, our stakeholders and the markets
in which we operate.
Strategy sessions, at which members of
the Group Executive Team (GET) present on
each of our global business areas, as well
as participate in broader longer-term
considerations impacting the Group, are held
annually. This is in addition to business unit
reviews which are led by the relevant GET
member. The aim is to beer understand
market trends, technology development,
our place in the lower-carbon economy and
people strategies. The culture, diversity and
inclusion supporting the long-term planning
and strategic direction of the Group are also
explored during these sessions.
Key areas covered by the Board in 2024 included:
our new Group CEO’s plans
overseeing the implementation of a new
Group Executive Team structure
entering into a global alliance with Suzhou
Shincell New Materials Co., Ltd (“Shincell”)
of Suzhou, China in relation to technology
licensing, market cooperation and
product development
pausing Zotefoams’ investment in ReZorce®
Circular Packaging and focusing all of the
Group’s resources on the near-term
opportunities in the core supercritical fluid
foams businesses.
Further details may be found in our S172(1)
statement on pages 53 to 55 and in our Strategic
Report on pages 1 to 71.
I am pleased to present the report on
corporate governance on behalf of the Board.
Our governance framework
Governance
The business is managed in line with our
risk management framework on page 40.
The Company complies with the requirements
of the UK Corporate Governance Code and
has due regard to best practice in governance
maers.
Accreditations
The Company is certified to ISO 14001:2015
(Environmental Management), ISO 45001:2018
(Occupational Health and Safety),
ISO 9001:2015 (Quality Management),
and ISO 27001:2022 (Information Security
Management).
We follow ISO 14021:2016 when making
environmental claims and have taken steps
to gain independent accreditation for these.
Further details are provided in our Environment
section on pages 58 to 62. The Cyber Essentials
Plus certification, an in-depth and thorough
independent assessment of our IT systems,
was re-awarded in 2024 and we gained
certification for the first time to ISO 27001
(Information Security Management Systems).
Policies
The Company has in place a wide range of
ethical and control policies. Further details
are provided in our Social section on pages
63 to 71 and our Environment section on
pages 58 to 62.
Statement of compliance with the 2018
UK Corporate Governance Code
Throughout the financial year ended
31 December 2024, the Board has considered
the contents and requirements of the Code
and confirms that the Group has been
compliant with the provisions of the Code.
The Code can be downloaded here
hps://bit.ly/2AKGqTm
Further details are provided in this report,
the Board Commiee reports and the
Directors’ report that follow on pages 77 to 100.
The disclosures required by Disclosure and
Transparency Rules DTR 7.2.6R have been
provided in the Directors’ report.
The Board is familiar with the changes
following the publication of the UK Corporate
Governance Code 2024 (2024 Code) and
intends to be compliant with all new relevant
provisions in the timeframes dictated in the
2024 Code. The Board will carry out an
assessment during 2025 of any changes
required in reporting requirements.
Roles and responsibilities
The Board’s role is to provide entrepreneurial
leadership of the Group within a framework of
prudent and effective controls that enable risk
to be assessed and managed. The Board sets
the strategic aims of the Group, ensures that
the necessary resources are in place to
achieve the Group’s objectives and reviews
management performance. The Board acts
as the representative of the shareholders
and other stakeholders and focuses on the
governance of the Group. Management is
delegated to the Executive Directors and GET.
As part of their role as members of a unitary
Board, the Non-Executive Directors
constructively challenge and develop
proposals on strategy. The Non-Executive
Directors scrutinise the performance of
management in meeting agreed goals and
objectives and monitor the reporting of
performance. They satisfy themselves on
the integrity of financial information and that
financial controls and systems of risk
management are robust and defensible. They
are responsible for determining appropriate
levels of remuneration for the Executive
Directors and have a prime role in appointing
and, where necessary, removing Executive
Directors and in succession planning.
Three principal Commiees report into the
Board, functioning within defined Terms of
Reference. These are the Audit, Remuneration
and Nomination Commiees. The Terms of
Reference for these Commiees are available
on the Group’s website:
hps://zote.info/3ESyJZy
The Board has put in place a schedule of
maers that are reserved for its determination
or which need to be reported to the Board.
This schedule is reviewed regularly and was
last updated in December 2024.
The Chair is responsible for the leadership
of the Board, ensuring its effectiveness on
all aspects of its role and seing its agenda.
The Chair is also responsible for ensuring that
the Directors receive accurate, timely and
clear information. The Chair facilitates the
effective contribution of the Non-Executive
Directors and ensures constructive
engagement between Executive and
Non-Executive Directors.
The Board considers that L Drummond has
sufficient time to devote to her role as Chair
of the Company. L Drummond is currently
a Non-Executive Director of Stevenage
Bioscience Catalyst.
The Group CEO is responsible for the running
of the Group’s business. He is supported by
the Group CFO and the GET.
Zotefoams plc
Annual Report 2024
74
Composition and diversity
The Board and its Commiees acknowledge
the benefits of diversity, including that of
gender and ethnicity, and are commied
to seing an appropriate “tone from the top”
in such maers. Further details about the
Board’s approach to diversity may be found
in our Nomination Commiee report on
pages 81 to 83.
The structure, diversity and composition of
the Board remain under review to ensure that
we have the appropriate mix of skills and
experience to best serve a dynamic, growing
international company.
As at 31 December 2024, the Board comprised
two Executive Directors, four independent
Non-Executive Directors and the independent
Non-Executive Chair. L Drummond was
appointed to the Board on 17 January 2023
as Non-Executive Director and Chair Designate
and became Chair on 24 May 2023. D Robertson
was appointed Senior Independent Director
at the AGM held on 16 May 2018. The Board
considers D Robertson to be independent.
L Drummond is also Chair of the Nomination
Commiee and a member of the Remuneration
Commiee. Only the respective Commiee
Chairs and members are entitled to be present
at meetings of the Remuneration, Audit and
Nomination Commiees, but others may
aend at the invitation of the Commiee Chair.
During the year, the Chair met with the
Non-Executive Directors regularly without
the Executive Directors present and the
Non-Executive Directors met without the
Chair present to carry out a review of the
Chair’s performance, in line with the principles
of the Code.
The Directors’ tenures are as follows:
Director
Tenure at 31 December 2024
J Carling
7 years and 0 months
R Cox
0 years 7 months
L Drummond
2 years and 0 months
G McGrath
9 years and 1 month
D Robertson
7 years and 4 months
M Swift
1 year and 3 months
C Wall
4 years and 7 months
D Stirling, who served on the Board as
Executive Director for 26 years and 9 months,
resigned on 22 May 2024.
Evaluation and development
A formal review of the performance of the
Board and its Commiees is carried out each
year. The review of the Chair’s performance
is led by the Senior Independent Director,
together with the other Non-Executive
Directors in consultation with the Executive
Directors. The other Non-Executive Directors’
performance is evaluated by the Chair in
consultation with the Executive Directors.
The GET’s performance is evaluated by the
Remuneration Commiee in conjunction
with the Group CEO (except in the case of
the Group CEO, when the Group CEO is
not present).
Having considered the merits of retaining the
services of an external facilitator, the Board
concluded that, given the Group’s size, the
Board’s needs and recent Board changes,
more benefit would be derived from carrying
out a fully facilitated Board evaluation at a
later date.
Further details of the 2024 Board evaluation may
be found in our Nomination Commiee report on
pages 81 to 83.
The Directors’ aendance at meetings of the Board and Commiees is as follows:
Aendance at meeting
Board
meetings
Audit Commiee
meetings
Remuneration Commiee
meetings
Nomination Commiee
meetings
Eligible
Aended
Eligible
Aended
Eligible
Aended
Eligible
Aended
J Carling
13
13
4
4
4
4
6
6
R Cox
1
7
7
L Drummond
13
13
4
4
6
6
G McGrath
13
13
D Robertson
13
13
4
4
4
4
6
6
D Stirling
2
6
6
M Swift
4
4
4
4
4
4
6
6
C Wall
13
13
4
4
4
4
6
6
1
R Cox joined the Board on 22 May 2024.
2
D Stirling, who joined the Board in September 1997, resigned on 22 May 2024.
The review confirmed that the Board and its
Commiees remained effective and continued
to fulfil their remit, that the maers reserved
for the Board were up to date and that
appropriate Commiees’ Terms of Reference
were in place. All Directors contributed
effectively and provided appropriate
commitment to their role.
The Board considers that it is functioning well
and that its current composition contains an
appropriate balance and diversity of views,
qualifications, skills, experience and personal
aributes necessary to carry out its duties
and responsibilities.
Each month, all Directors receive management
reports and briefing papers in relation to Board
maers in a timely manner to ensure that they
have due time to consider the information
and act accordingly. New appointments to
the Board receive an induction and, where
appropriate, training. The Directors have
access to the Company Secretary and
independent professional advisers, at the
Group’s expense, if required for the
furtherance of their duties.
The Directors also undertake continuing
professional development activities through
the year to support development areas
identified through the Board evaluation
process as well as to keep themselves
up to date with evolving rules, regulations
and guidance.
Zotefoams plc
Annual Report 2024
75
Strategic Report
Governance
Financial Statements
CORPORATE GOVERNANCE
(CONT.)
Relations with shareholders
Our communication strategy with
shareholders is guided by the principle of
effective and transparent engagement.
To ensure that the Board, particularly the
Non-Executive Directors, understand the
views of the shareholders, the Group’s
corporate brokers provide summary feedback
from the investor meetings, in particular from
the meetings held following the interim and
preliminary results announcements. Meetings
between the Executive Directors and
institutional shareholders are usually held
twice a year following the announcement of
the Group’s interim and preliminary results,
in August and March respectively. Other
meetings are held at institutional shareholders’
request. In 2024, these meetings continued
to be held, with a mix of in-person and virtually.
The Board also recognises the importance
of engaging with individual shareholders,
and the Executive Directors continue to hold
presentations through the Investor Meet
Company digital platform at least twice per
year. The platform provides individual investors
with the same opportunity for two-way
engagement as institutional investors through
live, interactive presentations as part of the
investor roadshows. The Chair and the Senior
Independent Director, as well as the other
Non-Executive Directors, are available to meet
institutional shareholders if requested. In 2024,
our Chair, L Drummond and our new Group CEO,
R Cox, met with key institutional shareholders
following R Cox’s appointment. The Company
also continued to keep shareholders abreast
of developments within the business through
Regulatory News Services announcements,
including joining RECOUP, the UK’s leading
independent authority and trusted voice on
plastics resource efficiency and recycling,
an exclusivity agreement with personal
protection experts Design Blue Limited,
a Global Alliance Agreement with Suzhou
Shincell New Materials Co., Ltd of Suzhou,
China and the decision to pause its investment
in ReZorce® Circular Packaging and focus all
of the Group’s resources on the near-term
opportunities in the core supercritical fluid
foams businesses.
The Annual Report, the AGM, the corporate
website
www.zotefoams.com
and social
media channels also support communication
with investors. The Chairs of the Board
Commiees will normally be available at the
AGM to answer questions.
Internal control
Internal controls framework
In compliance with the UK Corporate
Governance Code, the Board monitors
the Group’s risk management and internal
control systems and, at least annually,
reviews their effectiveness. The Board’s
monitoring covers all controls, including
financial, operational and compliance
controls. Bi-annually, the effectiveness
and the outputs of the risk management
framework, as documented on pages 40 and
41 of the Risk management and principal risks
section of this Annual Report, are reviewed.
This is based principally on reviewing reports
from management and the Internal Controls
Commiee to consider whether significant
and emerging risks are identified, evaluated,
managed and controlled, and whether any
significant weaknesses are promptly
remedied. The Board, via the Audit Commiee,
also sets a rolling three-year, risk-based,
internal audit plan and reviews the actions and
closure of report findings. Annually, the Board
receives a report from management on the
key financial policies, processes and controls
in place for the purpose of preparing the
consolidated financial statements and reviews
their effectiveness.
The Audit Commiee assists the Board in
discharging its review responsibilities.
During the course of its review of the internal
control framework and the principal risks
facing the Group, the Board did not identify,
nor was it advised of, any failings or
weaknesses it determined to be significant.
Therefore, a confirmation in respect of
necessary actions has not been considered
appropriate.
Key elements of the Group’s internal controls
framework are listed below.
Control environment
The Group has an appropriate organisational
structure for planning, executing, controlling
and monitoring business operations in order
to achieve Group objectives. Overall business
objectives are set by the Board and
communicated through the organisation.
Lines of responsibility and delegations of
authority are clearly documented. The Group’s
ERP IT system is fit for purpose, well
maintained and used whenever possible to
automate controls, including the effective
application of segregation of duties.
Control procedures
The Group has implemented control
procedures designed to ensure complete and
accurate accounting for financial transactions
and to limit the potential exposure to loss of
assets or fraud. Measures taken include
physical controls, segregation of duties,
financial authority levels and reviews by
management, the Internal Auditor and the
External Auditor. The effectiveness of these
control procedures is tested by the Group’s
Internal Controls Commiee (which is chaired
by the Group CEO), the Audit Commiee and
the Board.
A process of control self-assessment and
hierarchical reporting has been established,
which provides for a documented and
auditable trail of accountability. These
procedures are relevant across the Group and
provide for successive assurances to be given
at increasingly higher levels of management
and, finally, to the Board. Planned corrective
actions are independently monitored for
timely completion.
Risk management
Management is responsible for the
identification and evaluation of key risks
applicable to its areas of business. These
risks are assessed on a continual basis and
may be associated with a variety of internal
or external sources.
The Group’s risk management framework
is detailed on page 40.
Monitoring and corrective action
There are clear and consistent procedures
in place for monitoring the system of internal
financial and non-financial controls. The Audit
Commiee normally meets not less than three
times a year and, within its remit, reviews the
effectiveness of the Group’s system of internal
financial controls. The Commiee receives
reports from the External Auditor, Internal
Auditor and management.
Non-financial controls are reviewed regularly
in line with the risk management framework.
Corrective actions are taken by the risk
commiees, and exceptions are reported
through the Internal Control Commiee into
the Audit Commiee.
Information and communication with the Board
The annual budget and quarterly forecast
updates are a key part of the planning and
performance management process and the
Board reviews performance against these.
In addition, the Board receives monthly
management reports, which highlight financial
results, performance against key performance
indicators and significant activities and
maers of note during the month under review.
Through these mechanisms, the performance
of the Group is regularly monitored, risks are
identified in a timely manner, their financial
implications assessed, control procedures
evaluated, and corrective actions agreed
and implemented.
Accountability
The Board acknowledges its responsibility to
give a fair, balanced and understandable view
of the financial position and future prospects
of the business. On behalf of the Board, and at
the recommendation of the Audit Commiee,
I confirm we believe that the 2024 Annual
Report presents a fair, balanced and
understandable assessment of the Group’s
position, its performance and its prospects,
as well as of its business model and strategy.
Annual General Meeting
Our AGM will be held at our UK foam
manufacturing facility. Aendees will have the
opportunity to meet the Board informally and
ask questions. Further information is provided
in our Notice of the 2025 AGM.
The Directors and I look forward to welcoming
shareholders to the AGM.
L Drummond
Chair
7 April 2025
Zotefoams plc
Annual Report 2024
76
Dear Shareholder
The Audit Commiee has reviewed the
contents of the 2024 Annual Report and
advised the Board that it considers the
Report to be fair, balanced and understandable
and provides the information necessary
for shareholders to assess the Group’s
position and performance, business model
and strategy.
The Commiee is responsible for the
oversight of the Group’s financial reporting
and for keeping under review the adequacy
and effectiveness of the Group’s internal
controls and risk management systems.
The Commiee’s terms of reference are
available on the Group’s website.
The report provides an overview of the
activities undertaken by the Commiee
during the year and explains the significant
issues and judgements that the Commiee
considered, in particular when approving this
Annual Report.
MuCell Extrusion (MEL) business unit
(carrying value)
During 2024, the Commiee closely monitored
the assessment of the carrying value of
MEL’s assets in relation to the ReZorce®
Circular Packaging opportunity. Having noted
the External Auditor’s agreement with
management’s opinion, who had gained
comfort on the recoverable value of the
assets by reviewing and testing the inputs
and assumptions used in management’s
value-in-use model, and assessed the progress
achieved during the year, the Commiee
concluded that there was no impairment as
at 30 June 2024. The Commiee had noted
the Board’s decision to continue to support
the investment subject to the ability by the
end of the year to secure a strategic investing
partner, acknowledging the challenges to
Zotefoams progressing this opportunity alone.
Having continued to engage with management
via the Board until December 2024, and
understood that no strategic investor was
forthcoming, the Commiee noted the Board’s
decision to pause investment and initiate a
process to wind down the operations of the
MEL business unit, which includes ReZorce,
the activities at Zotefoams Denmark ApS and
the operations related to MuCell Extrusion LLC.
The exit from these activities is expected to
reduce ongoing Group overheads and will
allow resources to be re-deployed into the
foams businesses, but will result in an
impairment of the carrying value of associated
assets amounting to £13.8m and one-off
closure costs of £1.4m, amounts reviewed and
agreed by the Commiee as requiring
reporting as an exceptional item in the 2024
financial statements. The External Auditor
challenged the accounting treatment of this
exceptional item as a discontinued operation
and it was concluded that it was not.
Shincell accounting treatment
In May 2024, Zotefoams signed a Global
Alliance agreement with Suzhou Shincell New
Materials Co Ltd (“Shincell”) of Suzhou, China,
under which Zotefoams will pay technology
licensing fees of RMB 80m (c. £9m) over the
five-year term of the agreement. This
agreement delivers access to Shincell’s
intellectual property. In agreement with
management and the External Auditor, the
Commiee acknowledges that IFRS16 requires
a right of use (“RoU”) asset to be recognised if
an entity acquires the rights to use an
underlying asset for the lease term, and a
corresponding liability to be recorded as a
finance lease, and that the length of the
agreement requires the application of
discounting factors. As a consequence,
this accounting treatment has been applied.
Internal controls
The Commiee maintained its monitoring
of the structure and effectiveness of the
Group’s system of risk management through
a biannual review of the Group’s risk
management activities in line with the risk
management framework, aimed at identifying,
measuring and assessing the Group’s principal
and emerging risks. Further details are
provided on pages 38 to 50.
Having operated the existing risk management
framework for several years, management
issued a tender to three professional firms
to assess its effectiveness and efficiency
and suggest improvements to how it might
operate. The Group’s Internal Auditor, Grant
Thornton, was selected to perform the work.
Grant Thornton based their approach on their
established risk management framework
methodology and sought to a) evaluate the
current framework and control environment,
b) complete a gap analysis and needs
assessment and c) draft an action plan to
address areas for improvement. Individuals
interviewed included representatives from
the Board, the Group Executive Team and
senior managers, and a draft report was
presented to the Commiee in January 2025.
Key findings were that the framework was well
documented, with clear terms of reference
outlining the roles and responsibilities for the
sub-commiees, Board oversight and an
appropriate tone from the top. However,
the existing structure was identified as a
considerable consumer of management time
and could be streamlined. Improvement
opportunities also existed around the seing
of risk appetite, the proactive identification of
new and emerging risks, and a clearer linkage
of risks to the Group’s strategic objectives.
These improvements will be implemented
in 2025.
A global programme of internal controls
documentation and testing, together with
improvements, continued during the year,
led by the Internal Controls Manager.
Following on from significant progress made
at the Company during the previous year,
it expanded during the year to include a
comprehensive review of key transactional
processes and controls for the China and
US operations, followed by control testing,
a review of the payment processes for the
UK and Poland operations and documented
controls for the accounts consolidation and
tax computations in the UK.
Internal controls work in 2025 will focus on
completing the documentation, testing and
improvement process across the Group,
in order to ensure alignment of the Group’s
internal controls with Provision 29 of the
UK Corporate Governance Code 2024
(coming into effect for FY 2026). This provision
requires the Board to monitor the Company’s
risk management and internal control
framework and, at least annually, conduct
a review of its effectiveness. The monitoring
and review will apply to all material controls.
AUDIT COMMITTEE REPORT
SUPPORTING GROWTH THROUGH
A PERIOD OF CHANGE
Zotefoams plc
Annual Report 2024
77
Strategic Report
Governance
Financial Statements
AUDIT COMMITTEE REPORT
(CONT.)
Internal audit
The three-year internal audit plan was reviewed
and updated by the Commiee during the year
to reflect business priorities The following
internal audits were carried out in 2024.
Kunshan, China: the Commiee noted
that, due to a gap in leadership, control
weaknesses in relation to procurement
and inventory had been identified in the
operations of the China subsidiary. A full
controls review by the Internal Auditor,
incorporating the design and operating
effectiveness of key business controls,
was carried out in H1 2024 and concluded
that the subsidiary exhibited a relatively low
maturity level in respect of key processes
and controls. A number of staff were
removed and no material loss was suffered.
The management actions identified are
largely complete and were addressed by the
Group CFO, the Group Financial Controller
and the Internal Controls Manager, all of
whom visited the site during 2024.
Combined with a reorganisation of the T-FIT
business unit under the leadership of a
new Group Commercial Director in H2 2024,
the improved supervision and controls,
and positive engagement and reception
by the local China team, have provided the
Commiee with assurance that material
risks have been appropriately mitigated.
Walton, USA: a planned full controls review
by the Internal Auditor incorporating the
design and operating effectiveness of key
business controls was carried out in H2 2024
and concluded that a good, open culture
existed with a supportive management
team in place. Control deficiencies were
identified in inventory management,
supplier management and user access
controls for IT applications, while the high
standards of health and safety observed in
Croydon were assessed as lower in Walton.
Management actions have been agreed
and will be implemented, supported by the
Internal Controls Manager who will continue
a programme of testing and review to
support further enhancement.
Following recognition of a deficiency identified
in the 2023 internal audit on human resources
in relation to the absence of a Human
Resources Information System (HRIS), the
Commiee monitored during H2 2024 the
progress in implementation of a selected
system designed to enhance HR operational
effectiveness in administration, payroll,
performance management, talent acquisition
and succession planning. The system is
expected to become operational during 2025.
The Commiee’s responsibilities
In the discharge of its duties, the Commiee
has given due consideration to all relevant laws
and regulations, including the provisions of the
UK Corporate Governance Code (the “Code”),
the FRC Guidance to Audit Commiees, the
requirements of the UK Listing Authority’s
Listing Rules and the Prospectus and
Disclosure and Transparency Rules (DTRs).
The Commiee continues to fulfil a key role in
the Group’s governance framework, providing
valuable independent challenge and oversight
across the Group’s financial reporting and
internal control procedures. In a rapidly
evolving climate, it seeks to ensure that
shareholders’ long-term interests are
protected and that long-term value is created.
As a result of its work during the year, the
Audit Commiee has concluded that it has
acted in accordance with its Terms of
Reference and has assessed satisfactorily
the independence and objectivity of the
External Auditor. I am available to answer any
questions you may have about the work of
the Commiee. Please contact the Company
Secretary in this regard.
D Robertson
Chair of the Audit Commiee
7 April 2025
Summary of the role of the
Audit Commiee
The main responsibilities of the Audit
Commiee are:
to monitor significant financial reporting
issues and judgements and the clarity
and completeness of disclosures made
in connection with the preparation of
the Group’s and Company’s financial
statements, assumptions for the going
concern and viability statements, interim
reports, preliminary announcements and
related formal statements, including any
maers which the External Auditor may
wish to raise; where the Commiee is not
satisfied with any aspect of the proposed
financial reporting by the Company, it shall
report its views to the Board
to review and challenge, where necessary:
the application of significant accounting
policies and any changes to them; the
methods used to account for significant
or unusual transactions where different
approaches are possible; whether the
Group has adopted appropriate accounting
policies and made appropriate estimates
and judgements, taking into account the
External Auditor’s views on the financial
statements; and the clarity and
completeness of disclosures in the financial
statements and the context in which
statements are made
to review on behalf of the Board the integrity
of the Group’s internal financial controls
and assess the scope and effectiveness
of the systems established by management
to identify, assess, manage and monitor
financial and non-financial risks and make
recommendations to the Board
to keep under review the adequacy and
effectiveness of the Group’s internal
financial controls and internal control and
risk management systems
to review the Group’s systems and controls
for the prevention of bribery and receive
reports on non-compliance
to review the adequacy and security of the
Group’s arrangements for its employees,
contractors and external parties to raise
concerns, in confidence, about possible
wrongdoing in financial reporting or
other maers
to review the Group’s procedures for
detecting fraud
to consider and approve the remit of the
internal audit function and ensure that it
has adequate resources and appropriate
access to information to enable it to perform
its function effectively and in accordance
with the relevant professional standards,
free from management’s influence or
other restrictions
to review and approve the terms of
engagement of the External Auditor,
including any engagement leer issued
at the start of each external audit and the
scope of any audit before it begins
Zotefoams plc
Annual Report 2024
78
to assess annually the qualification, skills
and resources, effectiveness, objectivity
and independence of the External Auditor
to ensure that the Annual Report includes
disclosures in line with the Financial Conduct
Authority (FCA) listing rule LR 9.8.6 R(8),
which implements the recommendations
of the Task Force on Climate-related
Financial Disclosures (TCFD)
to review tri-annually a policy in relation to
the provision of non-audit services by the
External Auditor and the approval by the
Commiee of such services; this policy
serves two purposes: to avoid any threat
to the External Auditor’s objectivity and
independence and the impact that such
services could have on the audited financial
statements, while taking into account any
relevant ethical guidance on the maer;
and to ensure that the Group maintains
sufficient options to permit a competitive
tender should one become necessary
to report to the Board on how it has
discharged its responsibilities, including
making recommendations, when necessary,
on any actions or improvements required.
The Audit Commiee’s Terms of Reference,
which are available on the Group’s website,
include all maers indicated by the Disclosure
and Transparency Rule 7.1 and the UK
Corporate Governance Code. The Terms
of Reference are reviewed annually by the
Audit Commiee to ensure that they remain
appropriate and reflect current best practice.
The Terms of Reference were last reviewed
in July 2024.
Composition of the Audit Commiee
In line with the Code, the Commiee
comprises the four independent
Non-Executive Directors and excludes
the Company Chair.
The members of the Audit Commiee on
31 December 2024 were D Robertson (Chair),
J Carling, M Swift and C Wall.
Their biographies can be found on pages 72
and 73.
D Robertson is a Fellow of the Institute of
Chartered Accountants of England and Wales
and was Group Finance Director of SIG plc
until January 2017, having previously held that
position at both Umeco plc and Seton House
Group Limited. In the opinion of the Board,
D Robertson has significant, recent and
relevant financial experience to fulfil the
requirements of the role. All current members
of the Audit Commiee have held, or currently
hold, board-level positions in manufacturing
industries with international reach.
The Audit Commiee’s membership, as a
whole, has competence relevant to the sector
in which the Group operates and is able to
function effectively with the appropriate
degree of challenge.
Meetings
The Audit Commiee has a planned calendar,
linked to events in the Group’s financial
calendar. The Audit Commiee met four
times in 2024. Further details may be found
on page 75.
The Company Secretary acts as secretary
to the Audit Commiee. The Company Chair,
Group CEO, Group CFO, Group Financial
Controller and senior representatives of the
External Auditor and Internal Auditor are
invited to aend relevant meetings of the
Commiee, although the Commiee reserves
the right to request any of these individuals
to withdraw. At each meeting, the External
Auditor is given the opportunity to raise
maers without management being present.
Other senior managers may be invited to
present such reports as are required for the
Commiee to discharge its duties. During the
year, on an informal basis, the Audit Commiee
Chair liaises with senior representatives of
both the External Auditor and Internal Auditor
to discuss maers outside the formal
Commiee meetings.
Overview of the actions taken by the
Audit Commiee to discharge its duties
Since the beginning of 2024, the Audit
Commiee has:
reviewed the financial statements in the
2023 Annual Report, including the going
concern and viability statements and the
stress-testing of the viability statement,
and received the External Auditor’s report
on the 2023 Annual Report
satisfied itself that the European Single
Electronic Format (ESEF) requirements have
been integrated into the Annual Report
planning and appropriate testing had been
carried out
reviewed the Interim Report issued in
August 2024 and received the report from
the External Auditor on its review of the
Interim Report
reviewed and approved an updated
three-year rolling internal audit programme,
agreed a programme of work for 2024 to be
performed by the Internal Auditor and
received the Internal Auditor’s reports on
the work undertaken and management’s
responses to the recommendations therein
reviewed a report on the effectiveness of
the Group’s risk management framework
and management’s responses
reviewed and agreed the scope of the
audit work to be undertaken by the
External Auditor
agreed the fees to be paid to the External
Auditor for its audit and work on the Annual
Report and Interim Report
undertaken an evaluation of the
independence, objectivity and
effectiveness of the External Auditor,
including reviewing the amount of non-audit
services provided by the External Auditor
met the proposed new Audit Partner at
PKF Lilejohn to be appointed in 2025 in
line with the requirements of the Auditing
Practices Board’s Ethical Standard 3
on rotation
monitored the engagement of audit firms
providing non-audit services to ensure that
the requirement for independence would
not hinder future External Auditor tenders
noted the appointment of PKF Poland as
auditors of the Polish subsidiary following
a tender process
considered the output from the Group-wide
process used to identify, evaluate and
mitigate high-level business risks
considered the views of both the External
and Internal Auditor on the effectiveness
of the Group’s internal financial controls
reviewed and challenged the effectiveness
of the Group’s internal controls (including,
but not limited to, financial controls and
measures for detecting fraud) to ensure
that they remain appropriate and adequate
as the Group grows
received reports from the Internal Auditor,
noted findings identified and oversaw the
fulfilment of appropriate management
actions to address the same
noted the dissolution and reinstatement of
the Danish subsidiary due to non-compliance
with local legal requirements
reviewed the Group’s policies on ethics,
anti-bribery, corruption and fraud, and
the arrangements in place for employees
to receive appropriate training and for
employees, contractors and other
interested parties to raise concerns,
in confidence, about possible wrongdoing
in financial reporting or other maers
received an allegation of bribery, which was
investigated and resolved with no material
impact on the Company
satisfied itself that the requirements of the
Regulations made under section 3 of the
Small Business, Enterprise and Employment
Act 2015 relating to payment practices
reporting had been met, with a focus on
maintaining a high level of compliance with
UK suppliers’ payment terms in 2024 and
considered payment practices in subsidiary
operations in the USA, China and Poland
confirmed with management that
Zotefoams plc and its subsidiaries have paid
all applicable tax in the jurisdictions in which
they operate
reviewed its own effectiveness by
conducting a confidential evaluation
through an online portal, the anonymised
outcome of which was discussed by the
Board; it was agreed that the Commiee
remained effective, had fulfilled its remit and
had in place appropriate Terms of Reference
considered the provisions of the 2018 UK
Corporate Governance Code and the
FRC Guidance on Audit Commiees
Zotefoams plc
Annual Report 2024
79
Strategic Report
Governance
Financial Statements
AUDIT COMMITTEE REPORT
(CONT.)
ensured that the 2023 Annual Report
included disclosures in line with the
FCA listing rule LR 9.8.6 R(8) which
implements the recommendations
of the TCFD
considered the implications of Provision 29
of the UK Corporate Governance Code 2024
(the “Code”) and gained assurance that the
Company will be in a position to meet the
Code requirements when they take effect
on 1 January 2026
satisfied itself that the Sustainability
Accounting Standards Board (SASB)
framework, implemented through the risk
management framework, ensured that all
business risks relating to sustainability,
including climate change risks, were
identified, assessed and treated at each
of the appropriate Control Commiees
within the Group. Further details about
Zotefoams’ ESG framework may be found
on pages 56 to 71
reviewed a paper on the accounting
treatment of the Group’s agreement with
Suzhou Shincell New Materials Co Ltd
(“Shincell”) of Suzhou, China and satisfied
itself that the accounting treatment
proposed is acceptable.
Financial reporting and significant
financial issues
The Audit Commiee assesses whether
suitable accounting policies have been
adopted and whether management has
made appropriate estimates and judgements.
The Commiee reviews accounting papers
prepared by management which provide
details on the main financial reporting
judgements. The Commiee reviews reports
by the External Auditor on the full-year and
half-year results, which highlight any issues
with respect to the work undertaken on the
audit or review.
During the year, no changes to accounting
policies were made and all new reporting
requirements were implemented. Details of
significant accounting policies may be found
in the notes to the financial statements on
pages 116 to 122. The Commiee considered
the correct treatment of, and potential
impairment of, intangible assets in MEL as well
as the pension assumptions applied to the
Company’s closed Defined Benefit Pension
Scheme as the most significant financial
issues in 2024.
Impairment of intangible assets in MEL
The Audit Commiee received a report from
management on the approach and rationale
behind the capitalisation of intangible
assets as well as the justification for the
continued full recognition of the capitalised
value in the Group’s Statement of Financial
Position. Having considered the paper, a
report from the External Auditor on its audit
work in this regard and the Board’s regular
reviews of the ReZorce opportunity, the
Audit Commiee was satisfied that the
treatment was appropriate as at 30 June 2024.
In December 2024, the Board made the
decision to pause investment in, and initiate
a process to wind down, the operations of
the MEL business unit, which includes both
ReZorce and the operations related to
MuCell Extrusion LLC. The exit from these
activities is expected to reduce ongoing
Group overheads and will allow resources
to be re-deployed into the foams businesses
but will result in an impairment of the carrying
value of associated assets, valued at £13.8m,
and one-off closure costs of £1.4m, both of
which are recorded as exceptional items in
the 2024 financial statements on page 107.
The Audit Commiee also considered the
disclosure of MEL as a discontinued operation
and concluded that it was not, on the basis
of small levels of activity related to existing
royalty agreements and an agreement for
MEL equipment to be sold on licence.
Pension assumptions
As the Company’s closed Defined Benefit
Pension Scheme represented one of the
largest individual liabilities on the consolidated
statement of financial position at £1.6m as at
31 December 2024, the Audit Commiee
assessed the appropriateness of the
key assumptions used by management
to value the pension liability and is satisfied
that these are appropriate.
External audit tender
The Audit Commiee is aware of the
requirement for FTSE 350 companies to put
to tender their external audits at least once
every ten years (as set out in the Competition
and Markets Authority’s Statutory Audit
Services for Large Companies Market
Investigation (Mandatory Use of Competitive
Tender Processes and Audit Commiee
Responsibilities) Order 2014
) and for audit
commiees to state their plans for when they
are likely to consider a tender process if the
external audit has not been put to tender in
the past five years.
The Group is, by virtue of the FRC Revised
Ethical Standard 2019, subject to the
requirement to put the audit to tender every
ten years. A tender process for the external
audit for the Group was undertaken in 2020,
following which PKF Lilejohn LLP (PKF)
was selected as the External Auditor.
The Commiee intends to monitor PKF’s
performance and determine the most
appropriate time to carry out a new tender
process in due course, which will be, at the
latest, in 2030. Given that the rules on
independence may preclude an audit firm
from participating in a tender if it has
previously advised the Group in a non-audit
capacity, a register of firms used by the
Group for non-audit work is maintained by
the Group CFO, whose authorisation is
required prior to engaging any new firm.
Any future tender will be carried out in line
with the prevailing best practice. The 2024
Audit was PKF’s fifth annual audit for the
Group and was led by J Archer as Audit Partner.
J Archer is the Responsible Individual in charge
of the audit and signs the independent
auditor’s report to the members of
Zotefoams plc on behalf of PKF Lilejohn LLP.
In accordance with the requirements of the
Auditing Practices Board’s Ethical Standard 3,
the Audit Partner will be rotated in 2025.
The Commiee has met with the proposed
new incumbent.
The Commiee confirms that there were no
contractual obligations that acted to restrict
the Commiee’s choice of External Auditor
and that the agreement with PKF will not
restrict the shareholders’ choice of auditor
in future general meetings.
Effectiveness of the External Auditor
The Audit Commiee assesses the
effectiveness of the external audit process
in a number of ways. At least annually, the
External Auditor presents a report which
includes an assessment and confirmation of
its independence, as well as the activities that
the External Auditor is undertaking to ensure
compliance with best practice and regulation.
At the conclusion of the annual audit, the
Audit Commiee undertakes an assessment
of the External Auditor in relation to its
fulfilment of the agreed audit plan, the
robustness and perceptiveness of the
External Auditor in handling key accounting
and audit judgements and the thoroughness
of the External Auditor’s review of internal
financial controls. As part of this assessment,
management’s opinions on the External
Auditor are also considered. An extended
questionnaire aligned with FRC guidance
implemented in 2021 was again used in 2024
and continued to evidence that there was
open and complete dialogue between the
External Auditor and the Commiee. The
Commiee also considered the processes put
in place by PKF Lilejohn LLP to monitor its
quality and drive improvements consistently.
The Commiee noted established practices
aimed at simplifying and standardising
processes, strong supervisory arrangements
at all levels of the organisation and a good
degree of professional scepticism applied to
management judgements.
In line with the policy related to the provision
of non-audit services by the External Auditor,
the Commiee confirms that other than the
review of the Group’s Interim Report, the
External Auditor did not provide any non-audit
services in 2024.
The Audit Commiee, having conducted
its review of the External Auditor, concluded
that the External Auditor has performed in
a satisfactory manner and continues to be
objective and independent and, therefore,
has recommended to the Board that a
resolution be put to the shareholders at the
2025 AGM to re-appoint PKF Lilejohn LLP
as the External Auditor.
Zotefoams plc
Annual Report 2024
80
NOMINATION COMMITTEE REPORT
A FOCUS ON DIVERSITY
Dear Shareholder
I am pleased to present my report on the
activities of the Nomination Commiee
in 2024.
Following the appointment of a new Group
Chair and a Remuneration Commiee Chair
in 2023, a new Group CEO, R Cox, joined the
Board in May 2024. Details of the search
process are provided on page 87 of the 2023
Annual Report. Given that achieving a rapid
understanding of the business was key,
a comprehensive induction programme
comprising engagement with key
stakeholders, risk management briefings and
key processes review was delivered by the
Group Chair, Group CFO and Group Company
Secretary. Visits to all Group subsidiaries and
large customers were also prioritised.
The Board believes that diversity is a
cornerstone of innovation and sound
decision-making. Recognising the value of
diverse perspectives, the Board has remained
commied to fostering inclusivity at every
level. In line with this commitment, the
Commiee recommended the appointment of
a highly experienced business leader from an
ethnic minority background as a Board Fellow,
a voluntary non-Board position designed to
offer Board experience to a talented senior
executive from a minority-ethnic background.
Following a thorough and independent search
conducted by Warren Partners, Zotefoams
welcomed Ziba Shamsi in May 2024. With a
PhD in Psychopharmacology from the
University of Surrey and an MBA from Imperial
College London, Ziba brings a wealth of
experience as a C-suite executive in
commercial strategy, business development
and investor relations.
The Commiee is pleased to note that
the Group Executive Team (GET) female
membership increased from 17% in 2023 to
37.5% during 2024. Further details on the
Group’s diversity figures and current diversity
initiatives are provided in our Social section
on pages 63 to 71.
Effective succession planning remains key
to the delivery of our strategy. During the year,
the Commiee has reviewed the balance of
skills, knowledge, experience and diversity
to maintain robust and effective challenge
and stewardship of the Group’s purpose and
strategy. The GET’s 2024 restructuring aims
to provide clear alignment with a refreshed
strategy, increased functional effectiveness
and beer succession planning by building
leadership capability throughout the
organisation. Further details about the GET
are provided on page 21.
An annual performance evaluation exercise
was led by the Company Chair and facilitated
by the Company Secretary, who is considered
a suitable and independent person to conduct
this process. The Board concluded that it had
operated effectively in 2024 and would
continue to address areas identified for
further development, such as focused
engagement with the GET and the Human
Resources (HR) leadership in particular.
Recognising that a people strategy sits at
the core of the future of the Group, the HR
function engages regularly with the Board and
the GET, and through risk steering commiee
meetings, which focus on the mitigation of
HR risks and identification of opportunities
that might impact and support the Group’s
achievement of its business objectives. These
maers include the consideration of diversity
at Group level, employee engagement and
effective succession planning. The GET is also
provided with regular updates, and reports are
made to the Board at least twice a year on
HR strategic maers.
The Commiee is satisfied that the separation
of Executive and Non-Executive roles at the
head of the Group has been maintained, with
the Company Chair being responsible for
leading the Board and the Group CEO being
responsible for the executive leadership of
the business.
Further details are provided in the Corporate
governance section on pages 74 to 76.
The Commiee will continue to focus on
succession planning and talent development
over the long term in 2025.
L Drummond
Chair of the Nomination Commiee
7 April 2025
Board appointments
Appointments to the Board are proposed
by the Nomination Commiee and approved
by the Board. New appointments are made
on merit against objective criteria, taking
account of the specific skills and experience,
independence and knowledge needed to
ensure a rounded Board and the benefits
each candidate can bring to the overall Board
composition. Search consultants selected by
Zotefoams are required to cast their search
sufficiently broadly to identify the best
candidates, regardless of background. Care
is taken to ensure that appointees, as well as
the existing Directors, have sufficient time to
devote to their roles.
Zotefoams plc
Annual Report 2024
81
Strategic Report
Governance
Financial Statements
Joining Zotefoams at such
an exciting time has been a
truly rewarding experience.
The Company’s commitment
to innovation, sustainability and
long-term growth is evident in
every aspect of the business.
Over the past year, I have had
the opportunity to engage with
talented individuals across the
organisation and contribute to
meaningful discussions on
strategic initiatives, including
new partnerships and global
expansion efforts. I look forward
to continuing to support the
Company’s vision and success.
Ziba Shamsi
Board Fellow
NOMINATION COMMITTEE REPORT
(CONT.)
Board evaluation
The 2024 Board evaluation covered all aspects
of the Board’s structure, composition and
operation, Board interactions (external and
internal) and business strategy, risks
and priorities.
The process involved the following steps:
completion of a combined qualitative
questionnaire for the Board and its
Commiees
completion of a skills matrix
individual interviews and a group discussion
feedback from the GET on its interaction
with the Board.
The main observations from the evaluation
were that:
in a period of change, monitoring the
organisational culture over the next year
will be particularly important. The Board will
continue to engage with employees in a
variety of ways. Further details are provided
in our corporate governance section on
page 67
a continued focus on ROCE, sustainability
and diversity of thought is key
given that the Board membership has
fluctuated in the past three years, the
Board will consider retaining a facilitator
to support the 2025 Board effectiveness
review process.
The review confirmed that the Board and its
Commiees remained effective and continued
to fulfil their remit, that the maers reserved
for the Board were up to date and that
appropriate Commiees’ Terms of Reference
were in place. All Directors contribute
effectively and provide the appropriate level
of commitment to their role.
The Board considers that it is functioning well,
is aligned with the Company’s values and
that its current composition contains an
appropriate balance and diversity of views,
qualifications, skills, experience and personal
aributes necessary to carry out its duties
and responsibilities.
Each month, all Directors receive management
reports and briefing papers in relation to
Board maers in a timely manner to ensure
that they have sufficient time to consider the
information and act accordingly. New
appointments to the Board receive an
induction and, where appropriate, training.
The Directors have access to the Company
Secretary and independent professional
advisers, at the Group’s expense, if required
for the furtherance of their duties.
The Directors also undertake continuing
professional development activities through
the year to support development areas
identified through the Board evaluation
process as well as to keep themselves
up to date with evolving rules, regulations
and guidance.
Key areas of focus
The Nomination Commiee comprises the
Chair and the four independent Non-Executive
Directors as at 31 December 2024. The
members of the Nomination Commiee on
31 December 2024 were L Drummond (Chair),
J Carling, D Robertson, M Swift and C Wall.
Their biographies can be found on pages 72
and 73.
The Non-Executive Directors’ independence
is reassessed annually through the review of
a personal declaration.
The Nomination Commiee operates within
defined Terms of Reference and is responsible
for puing in place succession plans for the
Board, reviewing the continuation in office of
the Directors and managing the recruitment
of new Board members within criteria set by
the Board. The Commiee met six times in
2024 as detailed on page 75. In addition, the
Chair and C Wall held informal discussions
and a number of meetings with Warren
Partners in relation to the search for a Board
Fellow. The Commiee is supported by the
Company Secretary in planning its activities,
monitoring best practice and meeting its
Terms of Reference.
Diversity Listing Rule
Under Listing Rules LR 9.8.6R(9) and
LR 14.3.33R(1), Zotefoams plc is required to
confirm whether the Company has met the
following diversity targets:
at least 40% of the Board should be women
at least one of the senior Board positions
(Chair, Chief Executive Officer
(CEO), Senior
Independent Director (SID) or Chief Financial
Officer (CFO)
) should be a woman
at least one member of the Board should be
from a minority-ethnic background.
The reference date used for the purposes of
this disclosure is 31 December 2024. At the end
of 2024, our Board comprised five male and
two female Directors, giving an overall female
membership of 29%. All Board members are
from a white ethnicity background.
In line with the Board Diversity Policy and
the Equality Diversity and Inclusion Policy,
the Company will continue to strive to
improve its ethnic and gender diversity.
It is acknowledged that, in periods of Board
change, there may be times when these
thresholds are not maintained.
The Board Diversity Policy is mirrored in
Zotefoams’ wider recruitment strategy.
More details can be found in our Social
section on pages 63 to 68.
The Board members have gained their
business experience across a broad range
of industries, covering industrial, engineering,
energy, education, medical, food, intellectual
property and financial services, which results
in significant collective knowledge of business
practices and a high degree of international
exposure. The Board also benefits from the
broad cultural, educational and professional
backgrounds of its members.
Zotefoams plc
Annual Report 2024
82
During 2024, the Commiee:
reviewed its Terms of Reference in line with
current best practice
recommended the appointment of a new
Group CEO
arranged for the Board to review diversity
considerations in succession planning,
having regard to the requirements of the
Hampton-Alexander review and the Parker
review and agreed compliance with Listing
Rules LR 9.8.6R(9) and LR 14.3.33R(1) in
relation to the Board diversity
recommended the appointment of a
Board Fellow
kept the composition of the Board and its
Commiees under review
considered and recommended to the Board
the re-election of each Director ahead of
their re-election by shareholders at the
Company’s 2024 AGM
continued to review succession and
development plans for the GET and wider
senior management team to ensure that a
suitable talent pool remained in place and
continued to be nurtured to meet the
Group’s strategic objectives
ensured that, at least annually, the
Non-Executive Directors met without
the Executive Directors present.
The main responsibilities of the Commiee
are to:
evaluate and review the structure, size and
composition of the Board, including the
balance of skills, knowledge, experience and
diversity of the Board, taking into account
the Group’s risk profile and strategy
identify and nominate suitable candidates
for appointment to the Board, including the
Chair of the Board and its Commiees,
against a specification of the role and
capabilities required for the position
lead on the annual performance evaluation
of the Board and its Commiees
identify and manage any potential conflicts
of Directors’ interests
review the external interests and time
commitments of the Directors to ensure
that each has sufficient time to effectively
discharge his/her duties
manage succession planning for the GET
and Non-Executive Directors
seek engagement with shareholders on
significant maers related to the
Commiee’s areas of responsibility when
appropriate to do so.
Zotefoams plc
Annual Report 2024
83
Strategic Report
Governance
Financial Statements
Scan the QR code to see
the Board Diversity Policy
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can the QR code to see
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DIRECTORS’ REMUNERATION REPORT
Dear Shareholder
I am pleased to present the Remuneration
report for the year ended 31 December 2024.
2024 remuneration in the context of our
business performance and outcomes for
our key stakeholders
The Board is pleased to report that Zotefoams
delivered strong performance in 2024,
achieving Group revenue of £147.8m (2023:
£127.0m) which was a 16% increase compared
with the prior year. Profit before tax, before
exceptional items, increased by 19% to a Group
record of £15.3m (2022: £12.8m). This reflects
the work we have done to grow sales of our
innovative products as well as deliver
efficiency savings.
As announced in December 2024, our decision
to pause investment in ReZorce® Circular
Packaging will enable us to focus resources
on the opportunities in our core foam business
units and the cash savings will be redirected
to growth in our refreshed strategy to
expand beyond our core capabilities through
strategic investments and deeper customer
partnerships. By leveraging our supercritical
fluid foam technology and investing in
innovation and customer-focused
manufacturing capabilities, we will strengthen
our position to capture long-term growth
opportunities driven by the increasing demand
for sustainable, innovative, lightweight and
durable materials.
The Group balance sheet remains strong, with
significant financial headroom and a year-end
leverage multiple of 0.9x (2023: 1.2x), affording
flexibility to execute on our strategic plans.
The Commiee considers that the decisions
it has made during the year are consistent with
our principles of fairness and transparency,
and are aligned with, and in the interests of,
all our stakeholders.
2024 incentive outcomes
Annual bonus
The 2024 annual bonus was subject to
a mixture of financial and non-financial
performance measures aligned with key
strategic priorities. 50% was linked to profit
before tax, 15% on operating cash flow,
15% based on performance against ESG-
related metrics and 20% based on individual/
strategic objectives.
Based on performance against these
measures, our Group CEO, R Cox, earned a
bonus of 82.9% of salary and our Group CFO,
G McGrath, earned a bonus of 73.6% of salary.
R Cox joined the Company on 2 April 2024
as Group CEO Designate and joined the
Board on his appointment as Group CEO on
22 May 2024. He was entitled to a pro-rated
bonus from his date of joining the Company
to 31 December 2024.
Our former Group CEO, D Stirling, retired
from the Board on 22 May 2024 and
remained an employee of the Company until
31 October 2024. He earned a bonus of 68.6%
of salary pro-rated for the period 1 January
to 22 May 2024.
Following the decision made by the Board
to pause the investment in ReZorce, the
Commiee recognised R Cox’s individual
contribution in its assessment of the MEL
strategic objective. The Commiee took into
account a range of factors including the
important technical milestones achieved
during the year and the extensive
engagement with potential strategic partners
and parties across the value chain. This work
was critical in enhancing the future prospects
of the Company and has enabled the
Company to pivot, generating significant cash
savings that can be directed to our refreshed
growth strategy as presented at our capital
markets day in March.
For the second year running, our Group Executive Team has
led the delivery of record profit before tax and exceptional
items and the incentive outcomes for 2024 reflect this strong
performance. During the course of 2025, we will be reviewing
our Remuneration Policy and ensure it supports our refreshed
strategy to strengthen our position to capture long-term
growth opportunities driven by the increasing demand for
sustainable, innovative, lightweight and durable materials.
Zotefoams plc
Annual Report 2024
84
The intellectual property and know-how
associated with ReZorce is well protected
and will be retained by the Group in order to
preserve its ability to realise the value of this
unique technology, should market conditions
become more favourable.
A detailed description of performance against
the targets is set out on pages 89 to 90.
33% of the bonus earned is deferred into
shares for three years under the Deferred
Bonus Share Plan (DBSP).
2022 Long-Term Incentive Plan (LTIP)
award outcome
Regarding longer-term performance, the
Group achieved adjusted earnings per share,
before exceptional items and excluding MEL,
of 33.7p
1
in 2024 versus a maximum target of
25p, as well as relative Total Shareholder
Return (TSR) performance between median
and upper quartile against the FTSE SmallCap
Index (excluding investment trusts) over the
three-year performance period and Return
on Average Capital Employed (ROACE) of 16%,
before exceptional items and excluding MEL,
versus a maximum target of 15.0%. The
Commiee therefore determined that 76.47%
of the LTIP award granted in 2022 would vest.
Given the underlying financial performance
of the Group and the significant progress
made to set Zotefoams up to deliver long-term
success, the Commiee felt that the formulaic
outcomes were an appropriate reflection of
performance delivered and the wider
stakeholder experience (including, but not
limited to, the shareholder experience). It has,
therefore, not exercised any discretion in
relation to incentive outcomes during the year.
Implementation of Remuneration Policy
in 2025
As announced on 3 March 2025, G McGrath will
retire from his role during 2025, remaining in
role until 31 October 2025, or longer if required,
as part of a managed succession process.
Base salary
The Group CEO and Group CFO base salary will
increase in line with the base salary increases
for the wider UK workforce. This increase will
apply for G McGrath, recognising that he will
continue in his role until 31 October 2025 or
longer if required.
All salary increases are effective from
1 April 2025.
Pension
Executive Directors receive a maximum
employer pension contribution of 7%, aligned
with the wider UK workforce.
Incentive awards
The Remuneration Policy adopted at the
2023 AGM provides for an overall incentive
opportunity headroom of 250% of salary, with
a limitation that no more than 125% of salary
can be earned under the annual bonus. Given
our focus on driving long-term sustainable
value creation for our shareholders and
long-term retention of the Executive Directors,
the maximum annual bonus will remain at 100%
of salary and the LTIP award at 150% of salary.
Details of the metrics for the 2025 annual
bonus are set out on page 86, with 70% of the
bonus based on financial metrics, 10% based
on performance against ESG-related metrics
and 20% based on other strategic metrics.
The Commiee reviewed the bonus metrics
during the year and, as a result, has agreed
an increase in the financial portion from 65%
to 70%. The free cash flow delivery measure
has been replaced with a net working capital
as a percentage of sales reduction metric with
a 10% weighting.
The metrics and targets for the 2025 LTIP
award are set out on page 86. For the 2025 LTIP
award, awards will be based 45% on adjusted
EPS growth (as defined on page 86), 15% on
ROACE (as defined on page 86), 5% on
sustainable product development (as defined
on page 86), and 35% on relative TSR against
the FTSE Small Cap Index (excluding
investment trusts). Performance targets for
incentive plans have been set to reflect the
business plan for the Group over the relevant
performance period and external
expectations of performance.
The annual bonus for G McGrath will be
pro-rated to reflect his active service during
2025. Recognising that he will remain in role
until 31 October 2025, or longer if required, he
will continue to be eligible to be granted a 2025
LTIP award. Reflecting his long service and
contribution to the business, the Commiee
exercised its discretion to grant “good leaver”
status for the purposes of determining the
treatment of his outstanding DBSP and LTIP
incentive awards. His outstanding DBSP
awards will be retained and will vest on their
usual vesting dates with no acceleration.
His outstanding LTIP awards will vest on their
usual vesting dates, pro-rated for the period
to the end of his employment and tested for
performance in the usual way.
Full details of the remuneration arrangements
on termination of employment for D Stirling
are shown on page 92 and will be provided
for G McGrath in the 2025 Directors’
Remuneration report.
Looking forward
Our Remuneration Policy was approved at
the 2023 AGM with over 95% of the votes cast
in favour of it. During the course of 2025, we
will be reviewing our Remuneration Policy
to ensure that it continues to support our
strategic priorities. The Commiee is mindful
of the need to aract and retain high calibre
individuals in an increasingly competitive
market and to remunerate executives fairly
and responsibly. We will consult with our
shareholders in advance of the next triennial
shareholder vote on the policy at the 2026 AGM.
The Commiee and I would like to thank you
for your continued engagement over the
past year and look forward to receiving your
support in respect of the Directors’
Remuneration report at the AGM. In the
meantime, I will be available to answer any
questions you may have.
M Swift
Chair of the Remuneration Commiee
7 April 2025
1
The Group achieved earnings per share of 26.0p (equivalent to 33.7p adjusted for the MEL operating loss and a constant tax rate of 19%).
Zotefoams plc
Annual Report 2024
85
Strategic Report
Governance
Financial Statements
DIRECTORS’ REMUNERATION REPORT
(CONT.)
Directors’ Remuneration report
The Directors’ Remuneration report has been prepared in accordance with the relevant provisions of the Listing Rules, section 421 of the Companies
Act 2006 and Schedule 8 to the Large and Medium sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013.
Directors’ Remuneration Policy and Implementation in 2025
The Directors’ Remuneration Policy (the “Remuneration Policy”) was approved with a vote of 95.27% for at the 2023 AGM held on 24 May 2023 and is
intended to remain in place until the AGM in 2026. A summary of the Remuneration Policy and how it will be implemented in 2025 has been set out below.
The full version may be found on pages 91 to 99 of the 2022 Annual Report. A copy of the 2022 Annual Report may be found by following this link:
hps://zote.info/3Lj0oYj
.
Executive Directors
Element and purpose/link to strategy
Implementation for 2025
Salary
Positioned at a level needed to recruit
and retain Executive Directors of the
calibre required to develop and deliver
the business strategy.
The base salaries for the Group CEO and Group CFO will be increased in line with the base salary
increases for the wider workforce on 1 April 2025.
The salary increase for G McGrath recognises that he will continue in his role as Group CFO until
31 October 2025 or longer if required.
Benefits
Provide market-competitive benefits
for the Executive Directors, to assist in
carrying out their duties effectively.
Benefits to be provided in line with approved policy.
Retirement benefits
Provide competitive post-retirement
benefits and reward sustained contribution.
All Executive Directors receive an employer pension contribution of 7%, aligned with the wider
UK workforce.
Annual bonus
Incentivise Executive Directors to achieve
specific financial and predetermined
strategic goals aligned with the Group’s
annual business plan.
Deferred proportion of annual variable pay
provides a retention element and
alignment with shareholders.
Maximum opportunity – up to 100% of salary.
33% of the bonus is deferred into shares in the Company for three years under the Deferred Bonus
Share Plan (DBSP).
For 2025, the bonus will be assessed against the following measures for all Executive Directors:
Measure
Weighting
Profit before tax
60%
Net working capital as a percentage of sales
10%
Individual objectives
20%
Environmental, social and governance (ESG)
10%
The portion of the annual bonus based on financial measures has increased from 65% to 70% of
maximum. The free cash flow delivery measure has been replaced with a net working capital as a
percentage of sales metric with a 10% weighting.
An underpin will apply which enables the Commiee to adjust the bonus outcome in cases where:
(i) safety performance is considered to have reduced to unacceptable levels, and/or (ii) the formulaic
out-turn otherwise does produce a result which fairly reflects overall performance.
The underlying performance targets for these measures have not been disclosed in advance as they
are considered to be commercially sensitive. Underlying targets will be provided, where appropriate,
in next year’s Directors’ Remuneration report.
G McGrath will be entitled to a pro-rated annual bonus based on active service during the year.
Long-Term Incentive Plan
To incentivise the delivery of long-term
sustainable operational performance
and the growth potential of the Group.
To align interests of Executive Directors
and shareholders.
To aract and retain executives of the
calibre required to drive the Group’s
long-term strategic ambitions.
Maximum opportunity – 150% of salary.
Awards are subject to a three-year performance period and a subsequent two-year holding period
such that no shares will normally be released until the end of year five.
Awards will be subject to the following performance conditions:
Measure
Weighting
Threshold
1,2
Maximum
1
EPS growth
3
45%
5% p.a. compound growth
15% p.a. compound growth
Relative TSR
4
35%
Median
Upper quartile
ROACE
5
15%
16%
19%
Sustainable product development
5%
5% of revenue
6% of revenue
1
Straight-line vesting occurs between threshold and maximum.
2
Threshold results in 20% vesting.
3
In line with the approach for the previous LTIP awards, the EPS targets have been set based on a constant tax rate. The Commiee
retains the discretion to override this where it considers it appropriate.
4
Relative to the constituents of the FTSE Small Cap Index excluding investment trusts.
5
The ROACE targets set out above do not reflect the investment to be made in the new manufacturing and innovation facilities in
Vietnam and South Korea. The Commiee will review these targets in due course to ensure that performance is assessed on a fair
and consistent basis with the stretch envisioned and intended at the time of grant.
Zotefoams plc
Annual Report 2024
86
Element and purpose/link to strategy
Implementation for 2025
Shareholding requirement and
post-cessation shareholding policy
Aligns the interests of Executive Directors
and shareholders.
Executive Directors are required to hold shares in the Company equivalent to 200% of base salary.
Executive Directors are expected to retain their full shareholding requirement for one year post
cessation of employment and 50% for two years after leaving, unless the shares were acquired from
LTIP and DBSP awards granted from 1 January 2023. If the shares were acquired from LTIP and DBSP
awards granted from 1 January 2023, Executive Directors are expected to retain their full shareholding
requirement for two years post cessation of employment.
Non-Executive Directors
The Remuneration Commiee undertook a comprehensive review of the Group Chair fees, while the Group Chair and Executive Directors reviewed
Non-Executive Director fees. Taking into account market benchmarks for companies of a similar size and complexity, and the time commitment
required, it was agreed that the fees should be increased. These are detailed below.
Element and purpose/link to strategy
Implementation for 2025
Non-Executive Director fees
The following fees will apply effective 1 April 2025:
Group Chair fee: £165,750
Non-Executive Directors base fee: £53,540
Fee for chairing a Commiee: £10,000
This positions fees around the mid-point of the market competitive range.
Provision 40 of the UK Corporate Governance Code
The Commiee has considered how the proposed remuneration framework appropriately addresses the following principles set out in Provision 40
of the 2018 UK Corporate Governance Code. The following table sets out how the Commiee has addressed these factors.
Clarity
Incentive arrangements are based on clearly defined financial, non-financial and personal performance objectives which
are aligned with the Group’s long-term strategy, purpose and values.
Incentive payments operate across the Group (with participation in the LTIP based on seniority) to ensure that there is
alignment on key priorities throughout the Group.
Simplicity
Remuneration arrangements are simple to understand for both participants and shareholders, comprising the following
key elements:
fixed pay: comprises base salary, benefits and pension
annual bonus: incentivises the delivery of financial, non-financial and personal performance objectives
LTIP: incentivises financial performance over a three-year period, promoting long-term sustainable value creation for
shareholders. Awards are subject to a two-year holding period post vesting.
Risk
Performance targets for incentive plans are designed to reward outperformance, while at the same time being calibrated
to ensure that they do not encourage excessive risk taking by the Executive Directors.
Deferral of part of the annual bonus into shares and the holding period applying to LTIP awards ensures that variable
remuneration is linked to sustainable performance and discourages short-term behaviours.
The Remuneration Commiee retains the flexibility to review formulaic outcomes under incentive plans to ensure that they
are appropriate in the context of the overall performance of the Group, and all annual bonus and LTIP awards to Executive
Directors include provisions for malus and clawback.
Predictability
The Remuneration Policy sets out the threshold targets and maximum level of pay that the Executive Directors may earn
in any given year (and the potential remuneration that can be earned in several performance scenarios is set out in the
illustrative scenario charts). The actual incentive outcomes will vary depending upon the level of performance against
pre-determined performance measures.
Proportionality
The Commiee is satisfied that the remuneration framework does not reward poor performance. Incentives are directly
aligned with the Group’s strategic objectives, with performance targets calibrated to reward outperformance both over
the short and long term.
The Commiee also takes account of the pay and conditions for the wider workforce when considering executive
remuneration.
Alignment with
culture
The Remuneration Policy has been set in the context of the nature, size and complexity of the Group. It has been designed
to support the delivery of the Group’s key strategic priorities and values and is in the best interests of the Group and its
stakeholders.
The Commiee is focused on ensuring that the remuneration framework and practices support Zotefoams’ culture pillars
and ensure that employees across the Group are appropriately recognised and rewarded for efforts and financial results.
Zotefoams plc
Annual Report 2024
87
Strategic Report
Governance
Financial Statements
DIRECTORS’ REMUNERATION REPORT
(CONT.)
Single total figure of remuneration (audited)
The following tables set out the single figure for total remuneration for Directors for the 2024 and 2023 financial years.
Executive Directors
Salary
(£)
Benefits
(£)
Matching
Shares
(£)
Bonus
(£)
LTIP
(£)
Pension
(£)
Total
fixed pay
(£)
Total
variable pay
(£)
Total
(£)
R Cox
1
2024
321,638
36,875
108
3
267,203
22,515
381,136
267,203
648,339
2023
D Stirling
2
2024
163,835
6,696
323
3
115,386
365,168
10,443
181,297
480,554
661,851
2023
393,580
16,329
3
406
4
389,500
307,216
5
23,615
433,930
3
696,716
1,130,646
3
G McGrath
2024
275,000
14,864
398
3
206,080
290,751
34,247
324,509
496,831
821,340
2023
252,298
13,998
3
406
4
241,800
204,494
5
29,543
296,245
3
446,294
742,539
3
1
R Cox joined the Company on 2 April 2024 as Group CEO Designate and joined the Board on his appointment as Group CEO on 22 May 2024. The single total figure of remuneration data is
calculated for the entire period of employment from 2 April 2024 to 31 December 2024.
2
D Stirling resigned from the Board on 22 May 2024 and remained an employee of the Company until 31 October 2024. The single total figure of remuneration data is calculated for the period
he was a member of the Board, from 1 January 2024 to 22 May 2024. The remuneration he received from 23 May 2024 to 31 October 2024 is disclosed in the Payments made to past Directors
section on page 93.
3
The benefits, total fixed pay and total pay figures for 2023 have been restated to include an updated total benefits figure. In line with our Remuneration Policy, the 2024 benefits for R Cox also
includes £25,000 in respect of his agreed relocation allowance.
The Matching Shares’ and LTIP’s value for 2024 has been calculated on the basis of the average share price over the three months to 31 December 2024 of £3.59. There is no share price
appreciation aributable to the LTIP value as the share price at grant was greater than £3.59.
4
The Matching Shares’ value for 2023 has been calculated on the basis of the average share price over the three months to 31 December 2023 of £3.15.
5
The LTIP value has been restated to reflect the actual share price on the date of vesting, 26 April 2024, of £3.81. The figure disclosed in the 2023 single figure table was based on an estimate,
using the three month average share price to 31 December 2023 of £3.15. There is no share price appreciation aributable to the LTIP value as the share price at grant was greater than £3.81.
Under the rules of the LTIP, participants may also receive an award of shares in lieu of the value of dividends paid over the vesting period on vested
shares (paid at the end of the holding period). For the 2022 LTIP this was 5,972 shares for D Stirling and 4,754 shares for G McGrath with a valuation
of £21,439 and £17,067 respectively, calculated on the basis of the average share price over the three months to 31 December 2024 of £3.59.
Non-Executive Directors
1,2,3,4
Fees paid in respect of 2024 (£)
Fees paid in respect of 2023 (£)
J Carling
47,363
43,449
L Drummond
147,350
99,667
D Robertson
55,256
50,370
M Swift
55,256
13,326
C Wall
47,363
43,449
1
Non-Executive Directors who also chair a Board Commiee receive an additional fee.
2
The Non-Executive Directors and the Company Chair received a fee increase of 7% effective 1 April 2024 in line with the increase granted to the general UK workforce the previous year.
3
The Non-Executive Directors and the Company Chair’s fees will be increased to the following level effective 1 April 2025:
Group Chair: £165,750
Non-Executive Directors: £53,540
Commiee Chairs: £10,000
4
L Drummond joined the Board on 17 January 2023 and M Swift joined the Board on 29 September 2023.
Zotefoams plc
Annual Report 2024
88
Notes to the table (audited)
Base salary
As at 31 December 2024, the base salary for R Cox was £430,500 p.a. (R Cox joined the Company on 2 April 2024 and there is therefore no
comparative figure for 2023).
As at 31 December 2024, the base salary (before salary sacrifice) for G McGrath was £280,000 p.a. (£260,000 p.a. as at 31 December 2023
).
D Stirling resigned from the Company on 31 October 2024. On departure, his salary was £430,500 p.a. (£410,000 p.a. as at 31 December 2023).
Pension contributions
The Company operates a Defined Contribution Pension Scheme (the “DC Scheme”) or a cash contribution equivalent. When participating in the
DC Scheme, individuals may elect to enter a salary sacrifice arrangement, whereby their salary is reduced and the Company makes a
corresponding contribution into their DC Scheme.
Until his departure on 31 October 2024, D Stirling received a cash contribution in lieu of pension contributions in accordance with the rules of the
DC Scheme, which apply to all members. R Cox and G McGrath opted for the salary sacrifice arrangement and the amounts shown for his base
salary are after salary sacrifice. Similarly, the amounts shown for the pension element of total remuneration include the amounts of salary that
were sacrificed.
Benefits
Benefits include a company car allowance, private medical insurance, the value of the Matching Shares (at dates when awarded) acquired during
the year under the Share Incentive Plan (SIP) and a relocation allowance where agreed.
Annual bonus 2024
The targets for the annual bonus for 2024 for R Cox, D Stirling and G McGrath are as set out in the below table:
Measure
Weighting (% max)
Targets
Performance
achieved
Pay-out
R Cox
1
D Stirling
2
G McGrath
Threshold
(20%)
Maximum
(100%)
R Cox
D Stirling
G McGrath
Profit before tax and any
exceptional items
3
50%
50%
50%
£17.6m
£21.4m
£20.3m
37.5%
37.5%
37.5%
Meet Group operating
cash flow budget
15%
15%
15%
£10.1m
£12.4m
£20.4m
15.0%
15.0%
15.0%
ESG: Reduce emissions by
lowering the specific energy
consumption from 5.39 to
5.12 kWh/kg
15%
15%
15%
5.39kWh/kg
5.12kWh/kg
5.19kWh/kg
11.1%
11.1%
11.1%
Strategic: MEL/ReZorce®
opportunity
10%
15%
10%
See below
See below
See below
9.3%
0.0%
0.0%
Strategic: Market opportunity
n/a
5%
n/a
See below
See below
See below
n/a
5.0%
n/a
Strategic: Three-year and
five-year strategic plans
5%
n/a
5%
See below
See below
See below
5.0%
n/a
5.0%
Strategic: Employee
engagement
5%
n/a
n/a
See below
See below
See below
5.0%
n/a
n/a
Strategic: Support onboarding
of new Group CEO
n/a
n/a
5%
See below
See below
See below
n/a
n/a
5.0%
Total
100%
100%
100%
n/a
n/a
n/a
82.9%
68.6%
73.6%
1
R Cox joined the Company on 2 April 2024 and joined the Board on 22 May 2024. He was entitled to a pro-rated bonus from his date of joining the Company to 31 December 2024.
2
D Stirling resigned from the Board on 22 May 2024 and remained an employee of the Company until 31 October 2024. His bonus was pro-rated to reflect the period of employment. The amount
in the single figure table shows the portion of his bonus received for the period he was a Director and the remainder is disclosed in the Payments made to past Directors section.
3
This metric excludes MuCell.
Zotefoams plc
Annual Report 2024
89
Strategic Report
Governance
Financial Statements
DIRECTORS’ REMUNERATION REPORT
(CONT.)
The table below sets out the targets and performance for the Executive Directors.
Strategic financial metrics – R Cox, D Stirling and G McGrath
Measure
Weighting (% of total bonus)
Objective
Performance
Scoring
R Cox
D Stirling
G McGrath
R Cox
D Stirling
G McGrath
MEL/ReZorce®
opportunity
10%
15%
10%
R Cox and G McGrath
Subjectively assessed against the
following key criteria taken as a
whole (i.e. success or failure on
these individual criteria may not
result in a portion of the bonus being
paid or not being paid, depending
on the overall outcome):
deliver planned development
milestones to agreed spend
secure a strategic partner
agreement.
D Stirling
investment model produced and
signed off by end of June 2024 and
investment roadshows completed
by the end of September 2024
obtain a minimum of two credible
investment options by the end
of 2024.
R Cox
1
:
Partially
achieved
9.3%
0.0%
0.0%
Market opportunity
n/a
5%
n/a
Create a market opportunity map
and a recommendation of the
“Top 3” non-Footwear opportunities
in relation to ShinCell technology.
Achieved
n/a
5.0%
n/a
Three and five years
strategic plan
5%
n/a
5%
Submit the plans to the Board
for approval.
Achieved
5.0%
n/a
5.0%
Employee
engagement
5%
n/a
n/a
Drive a 10% improvement in
employee engagement across
Zotefoams using the NPS format
(current Net Promoter Score: 45).
Achieved
5.0%
n/a
n/a
Support onboarding
of new Group CEO
n/a
n/a
5%
Provide support in the onboarding
process for the new Group CEO to
ensure a smooth transition. This
included a financial introduction to
the business and support in drafting
and enabling the implementation of
a new strategy.
Achieved
n/a
n/a
5.0%
1
Recognising R Cox’s individual contribution following the departure of D Stirling in enabling the Board to conclude on the direction of the ReZorce project, the Commiee has concluded that
9.3% of this element of his bonus would vest equating to £30,000. This work was critical in enhancing future prospects of the Company and this decision has enabled the Company to pivot,
making significant cash savings that can be directed to our refreshed growth strategy as presented at our capital markets day in March.
The annual bonus was based on base salary before salary sacrifice. The maximum opportunity for the bonus was 100% of salary. 33% of the bonus
is deferred into shares held in trust for three years under the DBSP. Full details of the operation of the DBSP are set out in the Directors’
Remuneration Policy.
2024
Cash bonus (£)
Deferred bonus (£)
Total bonus (£)
R Cox
1
179,026
88,177
267,203
D Stirling
1
77,309
38,077
115,386
G McGrath
138,074
68,006
206,080
1
Figures for R Cox and D Stirling shown above reflect pro-rated amounts aligned to the single figure table.
In assessing whether the outcome generated by the annual bonus was fair in the context of broader performance, the Commiee took into account
the underlying financial performance of the Group and the wider stakeholder experience (including, but not limited to, the shareholder experience)
over the course of the year. As set out above, significant progress has been made over the year to set Zotefoams up to deliver long-term sustainable
success and, with the exception of the above adjustment, the Commiee felt that the formulaic outcome was an appropriate reflection of performance
delivered. It has, therefore, not exercised any further discretion in relation to incentive outcomes during the year.
Zotefoams plc
Annual Report 2024
90
LTIP
The 2022 LTIP award was subject to three performance conditions measured over the three financial years ended 31 December 2024: 30% of the
award was subject to relative TSR against the FTSE SmallCap Index (excluding investment trusts), 50% of the award was subject to an EPS growth
target and 20% of the award was subject to a ROACE growth target. Performance is measured over a three-year period and the restricted shares
will be released to the participant after two years, to the extent that TSR, EPS and ROACE targets over the period have been met, together with
additional shares that represent the dividends that would have been paid during the performance period on the restricted shares that have
been released.
The total award vesting is the sum of the awards for TSR, EPS and ROACE. Where performance is below the threshold point for any performance
condition, then no part of the award vests in relation to that performance condition. Between the threshold point and the maximum, the award
vests on a sliding scale basis.
The table below summarises the performance criteria for the 2022 award, which is due to vest on 29 April 2025.
Threshold
1
Maximum (100%)
Achievement
Level of vesting
(% maximum)
Performance
target
% of award
vesting
Performance
target
% of award
vesting
Relative TSR
performance
1
Median
performance
against peer group
6%
Upper quartile
performance
against peer group
30%
Between median
and upper quartile
performance against
peer group (-5.9%)
6.47%
Adjusted EPS
2
15p
0%
25p
50%
33.7p
2
50%
ROACE
9%
0%
15%
20%
16.0%
3
20%
TOTAL
76.47%
1
Threshold for TSR element of 20% of maximum; 0% for other measures.
2
Based on excluding MEL losses and adjusting for a constant tax rate of 19%.
3
ROACE excludes MEL.
Based on the above level of performance, the 2022 LTIP will vest at 76.47%. The Commiee considered the formulaic out-turns under the LTIP
relative to Group and individual performance and determined that no discretion should be exercised.
Scheme interests granted during 2024 (audited)
The table below sets out details of scheme interests granted to the Executive Directors during 2024:
Type of award
Date of grant
Number of
shares
granted
Face value¹
(£)
D Stirling
Deferred
bonus
2
(unconditional
shares)
08.05.2024
30,964
129,739
G McGrath
19,223
80,544
Type of award
Date of grant
Number of
shares
granted
Face value
1
(£)
Face value
(% of salary)
Threshold for
vesting (% of
face value)
Performance
condition
End of
performance
period
R Cox
LTIP
3
(conditional
shares)
08.05.2024
154,007
645,289
150
20% of
maximum
(further details
set out below)
35% based on relative TSR
growth.
4
45% on adjusted
EPS compound growth,
5
15% on ROACE
6
and 5% on
sustainable product
development.
7
31.12.2026
G McGrath
100,167
419,700
150
1
Face value calculated using the average share price for the period 30 April 2024 to 7 May 2024 (£4.19). The share price was £4.11 on 8 May 2024.
2
Awards vest on the third anniversary of grant. There are no performance conditions for these awards.
3
Award is subject to a three-year performance period and, subject to performance, is released after a two-year post-vesting holding period.
4
Relative TSR growth is measured against the FTSE SmallCap Index (excluding investment trusts). The threshold point for relative TSR performance is median performance against the peer
group, where 7% of the award will vest, to upper quartile performance against the peer group, where the maximum of 35% of the award will vest.
5
Adjusted EPS is the EPS for the financial year ending 31 December 2026. The threshold point is 5% p.a. compound growth, where 9% of the award will vest, to the maximum 15% p.a. compound
growth, where 45% of the award will vest. In line with the approach for previous LTIP awards, the EPS targets have been set based on a constant tax rate reflecting the significant deviation of
the reported tax rate. The Commiee retains the discretion to override this where it considers it appropriate.
6
Return on average capital employed (ROACE) is defined as operating profit before exceptional items for the year, divided by the average sum of its equity, net debt and other non-current
liabilities for the beginning and end of the year. This measure excludes acquired intangible assets and their amortisation cost. The threshold point is average ROACE of 11%, where 3% of the
award will vest. Maximum vesting occurs for average ROACE of 16%, where 15% of the award will vest.
7
Sustainable product development is defined as the development of products valued by Zotefoams’ customers for their use-phase resource efficiency (defined by the Sustainability
Accounting Standards Board) as a product that, through its use, can be shown to improve energy efficiency, eliminate or lower greenhouse gas (GHG
) emissions, reduce raw materials
consumption, increase product longevity or reduce water consumption. The threshold point is 5% of revenue, where 1% of the award will vest, to the maximum 6% of revenue, where 5%
of the award will vest.
Zotefoams plc
Annual Report 2024
91
Strategic Report
Governance
Financial Statements
DIRECTORS’ REMUNERATION REPORT
(CONT.)
Total pension entitlements (audited)
The Zotefoams Defined Benefit Pension Scheme (the “DB Scheme”) was closed to the future accrual of benefits as from 31 December 2005. At this
time, all active members left the DB Scheme and were granted preserved pensions payable from their normal retirement age (or immediately, if the
member had reached normal retirement age).
The following Director was a member of the DB Scheme during the year.
Accrued pension at
31 December 2024
(£ p.a.)
Gross increase
in pension
(£)
Increase in accrued
pension net of
CPI inflation
(£)
Change in value
over the year
(£)
D Stirling
27,152
1,705
0
0
Notes
(1)
The pension entitlement shown is that which would be paid annually on retirement at normal retirement age (or immediately upon late retirement where applicable), based on service to
31 December 2005 (the date the DB Scheme was closed to future accrual), pensionable salary increases to 31 March 2018 (the date salary linkage ceased) and including statutory increases
to the year-end but excluding any future increases under the Rules of the Scheme.
(2)
As required by the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, the pension input amount has been calculated using the method
set out in section 229 of the Finance Act 2004(a) where:
– “pension input period” is the year ended 31 December 2024; and
– in the application of section 234 of the Act, the figure 20 is substituted for the figure 16.
(3)
The following is additional information relating to the Director’s pension from the DB Scheme:
(a) Normal retirement age is 65.
(b)
On death before retirement, a spouse’s pension is payable of one half of the member’s preserved pension at leaving, revalued from leaving to the date of death. On death in retirement,
a spouse’s pension is payable of one half of the member’s pension at death, without reduction for any part of the member’s pension commuted for cash at retirement.
(c) Members’ Guaranteed Minimum Pensions increase at statutory rates. Other pensions increase in payment at 5% p.a., or the increase in the Retail Prices Index
(RPI) if lower.
(d)
From 1 January 2006, active employee members were able to pay contributions to the DC Scheme set up by the Company in order to receive retirement benefits. The Company also
contributes to this arrangement. Details of the contributions made into this Scheme have been disclosed in the single figure calculation and are not included in the above disclosure.
Payments made to past Directors (audited)
Further to the announcement on 26 March 2024, D Stirling stepped down as Group CEO and as a Director of Zotefoams with effect from 22 May 2024.
He remained an employee until 31 October 2024.
The remuneration he received for the portion of the year for which he was a Director (i.e. to 22 May 2024) is disclosed in the single figure table.
The following arrangements applied for the period from 23 May to 31 October 2024:
Salary, benefits and pension continued to be paid until 31 October 2024. This amounted to £189,790 in respect of salary, £7,838 in respect of
benefits and £13,285 in respect of pension. He also received a payment of £13,195 in respect of holiday accrued but not taken.
He was entitled to receive a bonus for 2024, pro-rated for the period to 31 October 2024. For the period from 23 May 2024 to 31 October 2024, his
bonus was based 100% on performance against individual objectives. These were the same individual objectives that applied to his bonus for the
period to 22 May 2024. The performance outcomes are shown on pages 89 and 90. The value of the bonus received in relation to this period was
£47,637, of which one-third is subject to deferral in the usual way.
He received a payment in respect of accrued by untaken holiday at the time he ceased employment.
Payments for loss of office (audited)
D Stirling
The arrangements in connection with the cessation of D Stirling stepping down as Group CEO and as a Director of Zotefoams are set out above
(in the payments to past Directors section) and below.
D Stirling did not receive any payment in lieu of notice.
The Commiee exercised its discretion to determine that D Stirling was a “good leaver” for the purposes of determining the treatment of
his outstanding DBSP and LTIP incentive awards. His outstanding DBSP awards were retained and will vest on their usual vesting dates with
no acceleration. His outstanding LTIP awards, granted in 2022 and 2023, will vest on their usual vesting dates, pro-rated for the period to
31 October 2024 and tested for performance in the usual way. The amount vesting in relation to his 2022 LTIP is shown in the single figure table.
He did not receive an LTIP award for 2024.
A contribution of £3,000 plus VAT was made toward his legal fees in relation to the selement agreement.
He received no other remuneration payments or payments for loss of office as a consequence of stepping down from the Board.
He will comply with the post-employment shareholding requirement for the period of two years from ceasing to be a Director of the Company.
Zotefoams plc
Annual Report 2024
92
Statement of Directors’ shareholding and share interests (audited)
In line with the Remuneration Policy adopted at the 2023 AGM, current Executive Directors are required to hold shares in the Company equivalent to
200% of base salary, with a five-year period to build up this holding from: (1) appointment to the Board; or (2) the date of the 2017 AGM (17 May 2017).
A newly appointed Executive Director will have five years from the date of his or her appointment to the Board to build up such a holding. Executive
Directors are expected to retain their full shareholding requirement for one year post cessation of employment and 50% for two years after leaving,
unless the shares were acquired from LTIP and DBSP awards granted from 1 January 2023. If the shares were acquired from LTIP and DBSP awards
granted from 1 January 2023, Executive Directors are expected to retain their full shareholding requirement for two years post cessation of
employment.
Throughout 2024, D Stirling and G McGrath complied with the Policy, holding respectively 366% and 272% of base salary at 31 December 2024.
R Cox, who joined the Company in 2024, is making progress towards meeting the requirement and holds 3% of base salary at 31 December 2024.
1
1
Includes shares owned outright and interests in share incentive scheme without performance conditions. Calculated on the basis of the average share price over the three months to
31 December 2024 of £3.59.
The tables below set out the Directors’ interests (including those of their connected persons) in Zotefoams shares as at 31 December 2024.
There were no changes in the Directors’ interests between the year end and the date of this report.
Executive Directors
Shares owned outright¹
Interest in share incentive
schemes without
performance conditions
2
Interest in share incentive
schemes with performance
conditions
3
R Cox
3,325
30
154,007
D Stirling
298,933
262,989
66,599
G McGrath
103,184
197,127
182,654
1
Includes Partnership Shares, Dividend Shares and vested Matching Shares under the SIP.
2
Comprises: vested Company Share Option Plan awards, DBSP shares, unvested Matching Shares under the SIP, the unvested portion of the 2022 LTIP awards due to vest on 29 April 2025 and
the unvested portion of the 2020 and 2021 LTIP awards.
3
Comprises: unvested LTIP shares.
Non-Executive Directors
Shares owned outright
J Carling
3,323
L Drummond
14,723
D Robertson
7,302
M Swift
11,827
C Wall
7,936
Zotefoams plc
Annual Report 2024
93
Strategic Report
Governance
Financial Statements
DIRECTORS’ REMUNERATION REPORT
(CONT.)
Scheme interests (audited)
The table below provides details of the current position of outstanding awards made to the Executive Directors who served in the year under review:
Scheme
1
As at
31 Dec
2023
Date of
exercise or
release
Granted
during
the year
Exercised
or released
Lapsed or
cancelled
As at
31 Dec
2024
Market
price on
exercise
date
Exercise
price
Date from
which
exercisable
Expiry
date
R Cox
LTIP (2024)
154,007
154,007
08.05.2027
n/a
SIP
3
30
30
D Stirling
LTIP (2020)
30,457
30,457
21.09.2023
n/a
LTIP (2021)
115,192
(34,558)
80,634
26.04.2024
n/a
LTIP (2022)
4
159,111
(26,094)
133,017
29.04.2025
n/a
LTIP (2023)
4
130,076
(63,477)
66,599
18.04.2026
n/a
DBSP (2020)
2
3,678
08.05.2024
(3,678)
£4.32
08.04.2024
n/a
DBSP (2021)
4,207
4,207
29.04.2025
n/a
DBSP (2022)
15,009
15,009
18.04.2026
n/a
DBSP (2023)
30,964
30,964
08.05.2027
n/a
SIP
3
989
90
(1,079)
n/a
G McGrath
CSOP
10,344
10,344
£2.90
05.04.2019
05.04.2026
LTIP (2020)
20,154
20,154
21.09.2023
n/a
LTIP (2021)
76,676
(23,003)
53,673
26.04.2024
n/a
LTIP (2022)
105,910
105,910
29.04.2025
n/a
LTIP (2023)
82,487
82,487
18.04.2026
n/a
LTIP (2024)
100,167
100,167
08.05.2027
n/a
DBSP (2020)
2
3,303
08.05.2024
(3,303)
£4.32
08.04.2024
n/a
DBSP (2021)
2,036
2,036
29.04.2025
n/a
DBSP (2022)
10,323
10,323
18.04.2026
n/a
DBSP (2023)
19,223
19,223
08.05.2027
n/a
SIP
3
941
111
1,052
n/a
1
Details of the performance conditions applying to each LTIP award can be found in the Directors’ Remuneration report for the relevant year.
2
Shares were exercised on 8 May 2024 at a market price of £4.32.
3
Matching Shares under the SIP. Participants buy Partnership Shares monthly under the SIP. The Company provides one Matching Share for every four Partnership Shares purchased.
These Matching Shares are first available for vesting three years after being awarded or on leaving if the person is considered to be a “good leaver”.
4
D Stirling stepped down from the Board on 22 May 2024 and left the employment of Zotefoams plc on 31 October 2024. Share awards were pro-rated to 31 October 2024 to reflect a reduced
performance period.
Details of Directors’ service contracts and appointment leers (unaudited)
The following table sets out the details of the service contracts and appointment leers for the Directors as at 31 December 2024. Copies of the
Directors’ service contracts and appointment leers are available for inspection at the Company’s registered office.
Director
Date of current service contract
or appointment leer
1
Unexpired terms at
31 December 2024
J Carling
1 April 2023
1 year and 5 months
R Cox
2 April 2024
L Drummond
17 January 2023
1 year and 5 months
G McGrath
15 April 2019
D Robertson
1 April 2023
1 year and 5 months
M Swift
29 September 2023
1 year and 5 months
C Wall
1 April 2023
1 year and 5 months
1
Appointment leers are currently for terms of three years. Non-executive directors’ appointments and subsequent re-appointments are subject to annual re-election by shareholders at
each AGM.
Zotefoams plc
Annual Report 2024
94
External appointments
During 2024, Executive Directors did not receive any fees from external appointments.
Change in remuneration of Group Directors and employees (unaudited)
The table below illustrates the percentage change in salary and benefits for the Group Directors from the prior years compared with the average
percentage change for the UK workforce.
The employee subset consists of an average of the UK workforce employees for the period under review. This subset has been selected as this
employee representative group is the largest group of employees within the organisation. The Non-Executive Directors receive no taxable benefits
or annual bonus.
% change in
base salary
(2024 to
2023)
% change in
taxable
benefit
(2024 to
2023)
% change
in annual
bonus UK
employees
only
(2024 to
2023)
% change in
base salary
(2023 to
2022)
% change in
taxable
benefit
(2023 to
2022)
% change
in annual
bonus UK
employees
only
(2023 to
2022)
% change in
base salary
(2022 to
2021)
% change in
taxable
benefit
(2022 to
2021)
% change
in annual
bonus UK
employees
only
(2022 to
2021)
% change in
base salary
(2021 to
2020)
% change in
taxable
benefit
(2021 to
2020)
% change
in annual
bonus UK
employees
only
(2021 to
2020)
R Cox
D Stirling
(58.4)
(59.0)
(70.4)
15.4
7.3
6.4
5.1
2.2
10.4
7.0
(3.5)
(14.1)
G McGrath
9.0
6.2
(14.8)
11.1
5.4
6.6
5.4
1.8
10.1
7.4
(1.9)
(53.7)
J Carling
9.0
12.7
2.5
2.5
L Drummond
1
47.9
1.7
D Robertson
9.7
15.2
2.5
1.7
M Swift
1
27.2
C Wall
2
9.0
12.7
2.5
61.6
Average employee
8.3
(7.4)
(18.3)
8.7
8.4
21.8
3
4.7
0.0
512.1
3
2.5
0.0
4.7
1
L Drummond was appointed to the Board in January 2023. M Swift was appointed to the Board in September 2023. Their 2024 increases reflect that they were only paid their respective fees
in 2023 for part of the year.
2
C Wall was appointed to the Board in May 2020. Her 2021 increases reflects that she was only paid her fees for part of the prior year.
3
The mean staff bonus in the UK was 6.35% of base salary in relation to 2023 (2022: 7.24% of base salary).
4
The mean staff bonus in the UK was 7.24% of base salary in relation to 2022 (2021: 1.07% of base salary).
The UK employees’ salary review is negotiated with the unions and a 5.0% increase was agreed in relation to 2024. For 2025, the annual salary
increase for UK employees is still pending, but will be effective 1 April 2025.
CEO pay ratio
Companies with more than 250 employees are required to publish the CEO-to-employee pay ratio. The ratio compares the total remuneration of the
Group CEO against the remuneration of the median employee, and employees in the lower and upper quartiles. These pay ratios form part of the
information that is provided to the Commiee on broader employee pay policies and practices. The Commiee has considered the pay data and
concluded that the current ratio is proportionate and allows the business to retain high-calibre individuals capable of delivering the growth strategy.
The ratios set out below were calculated using the Option A methodology, which uses the pay and benefits of all UK employees as it provides the
most accurate information and representation of the ratios. The employee pay data used was based on the total remuneration of all Zotefoams plc’s
full-time employees as at 31 December 2024. The Group CEO’s total remuneration has been taken from the single total figure of remuneration for 2024,
as disclosed on page 88.
The Commiee considers that the median CEO pay ratio is consistent with the relative roles and responsibilities of the Group CEO and the identified
employees. Base salaries of all employees, including our Executive Directors, are set with reference to a range of factors, including market practice,
location, experience and performance in role. The Group CEO’s remuneration package is weighted towards variable pay (including the annual
bonus, LTIP and DBSP) due to the nature of the role, which means that the ratio is likely to fluctuate depending on the outcomes of incentive plans
in each year. The increase in the total pay ratio at the 25th, 50th and 75th percentiles since 2021 is due to no LTIP vesting, low annual bonus pay-out
in 2021 and higher LTIP and annual bonus outcomes in both 2022 and 2023.
Year
Method
25th percentile
pay ratio
50th percentile
pay ratio
75th percentile
pay ratio
2024 – Base salary
Option A
12:1
10:1
8:1
2024 – Total pay
Option A
30:1
25:1
19:1
2023 – Total pay
Option A
30:1
25:1
19:1
2022 – Total pay
Option A
23:1
20:1
15:1
Zotefoams plc
Annual Report 2024
95
Strategic Report
Governance
Financial Statements
DIRECTORS’ REMUNERATION REPORT
(CONT.)
Pay data (£’000)
Base salary
Total pay
CEO’s remuneration
426,565
1,171,025
UK employees 25th percentile
35,663
38,665
UK employees 50th percentile
42,000
45,946
UK employees 75th percentile
54,841
60,157
Historical TSR performance and Group CEO remuneration outcomes (unaudited)
The graph below compared the TSR of Zotefoams against the FTSE SmallCap Index (excluding investment trusts), which is considered the most
appropriate choice of index by the Remuneration Commiee due to the Group’s size and membership of this index.
Zotefoams
FTSE SmallCap Index
350
250
300
200
150
100
50
0
Dec 24
Dec 23
Dec 22
Dec 21
Dec 20
Dec 19
Dec 18
Dec 17
Dec 16
Dec 15
Dec 14
Workforce alignment
While it remains important to set base salaries on a market-competitive basis reflective of the size and complexity of the business, the Commiee
has considered alignment of Executive remuneration with workforce reward structures.
The table below illustrates the Group CEO’s single figure for total remuneration, annual bonus pay-out and LTIP vesting as a percentage of
maximum opportunity.
Group CEO’s single
total figure of
remuneration
(£)
Annual
bonus pay-out
(% of maximum)
LTIP vesting
(% of maximum)
2024 (R Cox)
648,339
83.0
n/a
2024 (D Stirling)
651,851
67.0
76.4
2023 (D Stirling)
1,089,067
1
95.0
70.0
2022 (D Stirling)
757,851
91.6
34.7
2021 (D Stirling)
441,369
22.0
0.0
2020 (D Stirling)
491,548
28.0
23.5
2019 (D Stirling)
637,473
37.1
47.0
2018 (D Stirling)
794,905
35.1
100.0
2017 (D Stirling)
676,816
84.4
58.0
2016 (D Stirling)
497,545
55.0
37.7
2015 (D Stirling)
418,568
44.4
50.0
1
The Group CEO’s single total figure of remuneration for 2023 has been restated.
Zotefoams plc
Annual Report 2024
96
Relative importance of spend on pay (unaudited)
The table below illustrates the year-on-year change in total Executive Directors’ remuneration and Executive Directors’ remuneration compared
with profit after tax and distributions to shareholders for 2024 and 2023.
% change
2023/2024
2024
£’000
2023
£’000
Total remuneration¹
10%
31,324
28,460
Executive Directors’ remuneration
2
14%
2,132
1,873
Profit after tax
(130%)
2,755
9,242
Shareholder distributions
3
2.6%
3,542
3,350
1
Social security costs paid by the Group have been excluded from this figure.
2
The Executive Directors’ remuneration for 2023 has been restated to reflect the restated single total figure of remuneration for 2023.
3
Shareholder distributions refer to the dividends paid during the year.
Commiee role and advisers (unaudited)
The Group has established a Remuneration Commiee, which is constituted in accordance with the recommendations of the UK Corporate
Governance Code. J Carling, L Drummond, D Robertson, M Swift and C Wall were members of the Commiee as at 31 December 2024 and to the
date of this report. All the members are independent Non-Executive Directors, with the exception of L Drummond, who was independent on
appointment as Chair of the Company. The Commiee was chaired by M Swift throughout the year. The Commiee’s Terms of Reference were last
updated in August 2023 and may be found on the Group’s website.
None of the Commiee members have any personal financial interest (other than fees paid as disclosed on page 88 and as shareholders) in the
Company, nor do they have any interests that may conflict with those of the Group, such as cross directorships. None of the Commiee members
are involved in the day-to-day management of the business. The Commiee makes recommendations to the Board on remuneration maers.
No Director is involved in any decision concerning his or her own remuneration.
The Remuneration Commiee met four times in 2024, with full aendance at each meeting. The Company Secretary acts as secretary to the Commiee.
In 2024, the Remuneration Commiee carried out the following work:
approved the remuneration package of a new Group CEO
approved the terms of a selement agreement with the departing Group CEO
completed a review of the remuneration arrangements for the Executive Directors and the wider workforce
approved the 2023 Directors’ Remuneration report
considered and approved the annual bonus for the Group Executive Team
considered and approved the grant of awards under the LTIP and the DBSP in 2024 and the vesting of awards made in 2021 under the LTIP
considered the salary levels of the Group Executive Team and awarded pay rises in line with the general workforce pay rise level
approved appropriate market-level remuneration for new members of the Group Executive Team
considered the salary review of the Company Secretary and awarded a pay increase in line with the pay increase given to the wider workforce
considered the performance targets for the 2024 Executive Directors’ bonus and LTIP awards.
Deloie LLP (Deloie) was engaged in 2016 to assist and provide advice to the Remuneration Commiee in relation to Directors’ remuneration.
Following a retendering exercise involving three firms in 2022, they continued to work with the Commiee through 2023 and 2024 in respect of
general remuneration advice. Deloie is a member of the Remuneration Consultants Group and adheres to its Code on Executive Remuneration
Consulting in the UK. The Commiee is comfortable that Deloie does not have connections with Zotefoams plc that may impair its objectivity
and independence. Deloie also provided remuneration advice to the Company’s management during 2024.
Total fees for advice provided in respect of material assistance to the Commiee amounted to the following:
2024
(£)
2023
(£)
Deloie LLP
36,250
25,000
Total
36,250
25,000
Shareholder voting (unaudited)
The table below sets out the results of the votes received on the Directors’ Remuneration Policy approved at the 2023 AGM as well as the 2023
Directors’ Remuneration report at the 2024 AGM:
Directors’
Remuneration Policy
%
Report on
remuneration
%
Votes in favour
30,822,412
95.22
27,370,667
96.05
Votes against
1,530,762
4.73
1,121,323
3.93
Discretion
15,969
0.05
4,989
0.02
Total votes
32,369,143
100.00
28,496,979
100.00
Votes withheld
1,101
7,221
Zotefoams plc
Annual Report 2024
97
Strategic Report
Governance
Financial Statements
DIRECTORS’ REPORT
THE DIRECTORS PRESENT THEIR ANNUAL REPORT AND
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Results and dividends
Before exceptional items, the profit
aributable to shareholders for the year
amounted to £12.4m (2023: £9.2m). After
exceptional items, the loss aributable to
shareholders for the year amounted to £2.8m.
An interim dividend of 2.38p (2023: 2.28p) per
share was paid on 7 October 2024. The Directors
recommend that a final dividend of 5.10p
(2023: 4.90p) per share be paid on 2 June 2025
to shareholders who are on the Company’s
register at the close of business on 2 May
2025, resulting in a total dividend of 7.48p per
share for the year (2023: 7.18p). For further
information on the performance of the
Company refer to the Strategic Report on
pages 1 to 71, which should be read as forming
part of the Directors’ report.
Directors
The Directors who were in office during the
year were:
L Drummond
J Carling
R Cox (appointed 22 May 2024)
G McGrath
D Robertson
D Stirling (resigned 22 May 2024)
M Swift
C Wall
All Directors other than R Cox and D Stirling
were in office during the financial year and
up to the date of signing of the financial
statements. The biographical details of Board
Directors in post as at 7 April 2025 are set out
on pages 72 and 73.
The appointment, replacement and powers of
the Directors are governed by the Company’s
Articles of Association (the “Articles”), the UK
Corporate Governance Code, the Companies
Act 2006, prevailing legislation and resolutions
passed at the Annual General Meeting (AGM)
or other general meetings of the Company.
The Articles give the Directors power to
appoint and replace Directors. Under the Terms
of Reference of the Nomination Commiee,
any appointment must be recommended by
the Nomination Commiee for approval by the
Board of Directors. The Articles also require
new Directors to retire and submit themselves
for election at the first AGM following their
appointment and for existing Directors to
retire and, if they so wish, submit themselves
for re-election at every AGM thereafter.
R Cox and G McGrath, the Executive Directors,
have service contracts which are terminable
on twelve months’ wrien notice. D Stirling
resigned as Executive Director on 22 May 2024
and left the employment of the Group on
31 October 2024. All other Directors have
leers of appointment which are terminable
on six months’ wrien notice.
The Company maintained Directors’ and
Officers’ Liability Insurance cover throughout
2024. The Company has issued Deeds of
Indemnity in favour of all Directors. These
Deeds were in force throughout the year
ended 31 December 2024 and remain in force
as at the date of this report. These Deeds,
as well as the service contracts and the
Company’s Articles of Association, are
available for inspection during normal
business hours at the Company’s registered
office and will be available at the AGM.
Conflicts of interest
All Directors submit details to the Company
Secretary of any new situations, or changes to
existing ones, which may give rise to an actual
or potential conflict of interest with those of
the Company.
Where an actual, or potential, conflict is
approved by the Board, the Board will normally
authorise the situation on the condition
that the Director concerned abstains from
participating in any discussion or decision
affected by the conflicted maer.
Authorisation of a conflict is only given to
Directors who are not interested in the maer.
No new conflicts of interest were noted during
2024 or between the year end and the date of
signing of the financial statements.
Amendment to the Articles of Association
The Company’s Articles of Association may
only be amended by a special resolution of the
shareholders passed in general meeting and
were last amended in May 2021.
Corporate governance report
The Corporate governance report on
pages 74 to 76 should be read as forming
part of the Directors’ report.
Employees
To safeguard employee welfare, the Group
has documented and well-publicised policies
on occupational health and safety, the
environment and training. The Group operates
an equal opportunities, single-status,
employment policy and an open
management style.
Zotefoams operates an equality, diversity
and inclusion policy and we believe diversity
(ethnicity, age, gender, language, sexual
orientation, gender re-orientation, religion
and socio-economic status) of the employees
promotes a beer working environment,
which in turn leads to innovation and business
success. Applications for employment by
disabled persons are always fully considered
and, in the event of an employee becoming
disabled, every effort is made to ensure that
their employment with Zotefoams continues
and that appropriate training and support is
provided where necessary. Zotefoams’ policy
is that the training, career development
and promotion of disabled persons should,
as far as possible, be identical to that of
other employees.
Zotefoams places considerable value on the
involvement of its people and holds formal and
informal meetings to brief them on maers
affecting them as employees and on the
various factors (including financial and
economic factors) affecting the performance
of the Group; it also ensures that their views
are taken into account in making decisions
which are likely to affect their interests. In the
UK, there is a Joint Consultative Commiee
(JCC), which comprises an employee
representative from each department or
group of departments. The JCC meets
regularly and considers a wide range of
maers affecting the employees’ current and
future interests. From January 2019, J Carling
has aended meetings of the JCC in his
capacity as Board representative, to provide
employees with an opportunity to engage with
the Board and allow the Board to have regard
to employees’ views in their decision-making.
In order to encourage employees to share in
the success of Zotefoams, an all-employee
share incentive scheme was established in
2015 in the UK. Under the scheme, employees
can purchase shares each month directly from
their salary. For every four shares bought, one
further share is awarded. The shares vest on
the third anniversary of award and are normally
exempt from tax after five years.
The Company operates to a number of
recognised industry standards.
Further details of our certifications are provided
in our ESG report on page pages 56 to 71.
Relationships with others
In its decision-making, the Board considers
how the Group fosters its business
relationships with suppliers, customers and
others in order to achieve good-quality
outcomes.
Further information on this topic can be found
on pages 53 to 55 of the Strategic Report
(the S172
(1) statement
), which is incorporated
into this Directors’ report by cross-reference.
Zotefoams plc
Annual Report 2024
98
Human rights
Zotefoams does not, at present, have a
specific policy on human rights; however,
it believes in recognising and respecting all
human rights as defined in international
conventions. This belief is embedded within
the organisation’s values and ethical policies.
We conduct every aspect of our business with
honesty, integrity and openness, respecting
human rights and the interests of our
employees, customers and other stakeholders,
according to the principles set out in our
Ethics Policy, which covers:
ensuring that our employees have the
freedom to join a union, associate or bargain
collectively without fear of discrimination
against the exercising of such freedoms
not using forced labour or child labour
prohibiting the use of worker-paid fees and
the confiscation of workers’ original
identification documents
complying with the Employer Pays Principle
and
respecting the rights of privacy of our
employees and protecting access to and
use of their personal information.
The Company operates an Equality, Diversity
and Inclusion Policy and a Dignity at Work
Policy, which promote the right of every
employee to be treated with dignity and
respect and not be harassed or bullied.
We work hard to ensure that goods and
services are from sources that do not
jeopardise human rights, safety or the
environment, and expect our suppliers
to observe business principles consistent
with our own.
Business ethics
Zotefoams is commied to high standards
of business conduct and aims to maintain
these standards across all of our operations
throughout the world. Under our Ethics Policy,
we state that we will:
operate within the law
not tolerate any discrimination or
harassment
not make any political donations or grant
public donation for the purpose of political
advocacy of any kind and confirm that no
political donations or contributions to
political parties have been made during
the year
not make or receive bribes
avoid situations that might give rise to
conflicts of interest
not enter into any activity that might be
considered anti-competitive
aim to be a responsible company within
our local communities
support and encourage our employees
to report, in confidence, any suspicions
of wrongdoing.
Supporting our Ethics Policy, we have policies
on anti-bribery and corruption, anti-fraud,
anti-competitive behaviour, employee share
trading and whistleblowing. We are a signatory
to the Employer Pays Principle, supporting our
long-standing Group-wide commitment to
recruitment costs being borne by the
employer, not the employee.
In 2020, we introduced a declaration of
adherence to the principles laid out in the
Anti-Bribery and Corruption, Anti-Fraud and
Ethics policies in the business dealings with all
new suppliers. Our modern slavery enquiries
extend to suppliers to our subsidiary entities
in Poland, the USA, China and India. Suppliers’
ethical disclosures will remain under review.
Scan the QR code to see
our Modern Slavery
statement
zote.info/3OGGN5N
Suppliers’ ethical disclosures will remain
under review.
Substantial shareholdings
In accordance with the Disclosure and
Transparency Rules DTR 5, the Company,
as at 7 April 2025, had received notices of the
following material interests of 3% or more in
the issued ordinary share capital:
Ordinary
shares of
5.0p
Percentage
of issued
share capital
Schroder Investment
Management
9,530,236
19.51
Raymond James
Investment Services
5,430,304
11.18
BGF Investments
3,231,270
6.62
Premier Miton
Investors
2,238,359
4.58
Mr Marc &
Mrs Claire Downes
2,120,183
4.34
Mr Nicholas
Beaumont-Dark
1,909,347
3.91
Interactive Investor
1,896,137
3.88
Hargreaves
Lansdown Asset
Management
1,664,824
3.41
NFU Mutual
Investment
Managers
1,170,808
2.40
Charles Stanley
1,151,273
2.36
Directors’ shareholdings are shown in the
Directors’ Remuneration report on page 93.
Research and development (R&D)
The amount spent by the Group on R&D in the
year was £4.2m (2023: £3.0m). In the opinion
of the Directors, £2.8m (2023: £2.2m) of this
expenditure met the requirements for
capitalisation under IAS 38, while £1.4m
(2023: £0.8m) did not and was consequently
expensed in the consolidated income
statement.
Share capital and reserves
(DTR7.2.6R)
The Company has one class of ordinary
shares, which has no right to fixed income.
Each share carries the right, on a poll, to one
vote at general meetings of the Company.
There are no specific restrictions on the size
of a holding nor on the transfer of shares,
which are both governed by the general
provisions of the Articles of Association and
prevailing legislation. The Directors are not
aware of any agreements between holders
of the Company’s shares that may result in
restrictions on the transfer of securities or on
voting rights. No person has any special rights
of control over the Company’s share capital
and all issued shares are fully paid.
At 31 December 2024, the Zotefoams
Employees’ Benefit Trust (EBT) held 133,573
shares (approximately 0.3% of issued share
capital) (2023: 244,286 shares) to satisfy
share plans as described in the Directors’
Remuneration report. During the year, the EBT
released 110,713 shares in respect of these
share plans. In accordance with best practice,
the voting rights on the shares held in the EBT
are not exercised and the right to receive
dividends has been waived.
At the AGM held on 22 May 2024, authority was
given to the Directors to allot unissued shares
in the Company up to a maximum amount
equivalent to approximately two-thirds of the
issued share capital of the Company. Authority
was also given to the Directors to allot equity
securities in the Company for cash without
regard to the pre-emption provisions of the
Companies Act 2006. Both authorities expire
at the AGM to be held on 22 May 2025. The
Directors seek new authorities for a further
year, in line with market practice.
The Company was given authority at the 2024
AGM to purchase up to 4,884,623 of its ordinary
shares. This authority will also expire on
22 May 2025 and, at the date of this Report,
had not been used. In accordance with normal
practice for listed companies, a special
resolution will be proposed at this year’s
AGM to seek a new authority to make market
purchases up to a maximum of 10% of the
issued share capital of the Company.
Zotefoams plc
Annual Report 2024
99
Strategic Report
Governance
Financial Statements
DIRECTORS’ REPORT
(CONT.)
Subsidiaries and branches
Details of the joint ventures, subsidiaries and
branches within the Group are given in the
financial statements.
Treasury and financial instruments
Information in respect of the Group’s policies
on financial risk management objectives,
including policies for hedging, as well as an
indication of exposure to financial risk, is given
in note 22 to the financial statements.
Future developments
Information on future developments for
the Group has been set out in the Chair’s
Statement and the Group CEO’s review on
pages 22 to 29.
Greenhouse gas emissions
Information on the Group’s greenhouse gas
emissions may be found in the ESG report on
page 61.
Pension schemes
Refer to the post-employment benefits
section of the Group CFO’s review on pages 36
and 37 and note 24 to the financial statements
for information related to the Company’s
pension schemes.
In the UK, Zotefoams runs a number of defined
contribution pension schemes. New joiners
are eligible to join the Zotefoams Stakeholder
Pension Scheme. In the USA, Zotefoams
runs a 401k scheme for all employees.
In other countries, employees participate
in state-run schemes.
Finance costs capitalised
Finance costs of £0.1m were capitalised in the
year (2023: none).
Events after the reporting period
As per note 28 to the financial statements,
there were no events after the reporting
period affecting the Group.
Disclosure of information to Auditor
The Directors who held office at the date of
approval of this Directors’ report confirm that,
in so far as they are each aware, there is no
relevant audit information of which the
Company’s External Auditor is unaware, and
each Director has taken all the steps that
they ought to have taken as a Director in order
to make themselves aware of any relevant
audit information and to establish that the
Company’s External Auditor is aware of
that information.
Independent Auditor
A resolution to re-appoint PKF Lilejohn LLP
as the Company’s External Auditor will be
proposed at the forthcoming AGM.
On behalf of the Board,
G McGrath
Director
7 April 2025
Zotefoams plc
Annual Report 2024
100
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
IN RESPECT OF THE FINANCIAL STATEMENTS
THE DIRECTORS CONSIDER THE ANNUAL REPORT, TAKEN
AS A WHOLE, TO BE FAIR, BALANCED AND UNDERSTANDABLE
The Directors are responsible for preparing the
Annual Report and the financial statements in
accordance with applicable law and regulation.
Company law requires the Directors to prepare
financial statements for each financial year.
Under that law, the Directors have prepared
the Group and Company financial statements
in accordance with UK-adopted international
accounting standards. Under company law,
the Directors must not approve the financial
statements unless they are satisfied that they
give a true and fair view of the state of affairs of
the Group and Company and of the profit or
loss of the Group and Company for that period.
In preparing the financial statements, the
Directors are required to:
select suitable accounting policies and
then apply them consistently
state whether applicable UK-adopted
international accounting standards have
been followed subject to any material
departures disclosed and explained in the
financial statements departures disclosed
and explained in the financial statements
make judgements and accounting
estimates that are reasonable and prudent
prepare the financial statements on the
going concern basis unless it is
inappropriate to presume that the Group
and Company will continue in business.
The Directors are responsible for safeguarding
the assets of the Group and Company and
hence for taking reasonable steps for the
prevention and detection of fraud and other
irregularities.
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Group’s and
Company’s transactions and disclose with
reasonable accuracy at any time the financial
position of the Group and Company and
enable them to ensure that the financial
statements and the Directors’ Remuneration
report comply with the Companies Act 2006.
The Directors are also responsible for the
maintenance and integrity of the Company’s
website. Legislation in the United Kingdom
governing the preparation and dissemination
of financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report,
taken as a whole, is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
position and performance, business model
and strategy of the Group and Company.
Each of the Directors in post as at 7 April 2025,
whose names and functions are listed on
pages 72 and 73 of the Annual Report, confirm
that, to the best of their knowledge:
the Consolidated and Company financial
statements, which have been 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 Company
the Group CEO’s review includes a fair review
of the development and performance of the
business and the position of the Group and
Company. A description of the principal risks
faced by the Group and the Company is
provided on pages 38 to 50.
Zotefoams plc
Annual Report 2024
101
Strategic Report
Governance
Financial Statements
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
ZOTEFOAMS PLC
Opinion
We have audited the financial statements of Zotefoams plc (the “parent company”) and its subsidiaries (the “Group”) for the year ended
31 December 2024 which comprise the Consolidated income statement, the Consolidated statement of comprehensive income, the Consolidated
and Parent Company statements of financial position, the Consolidated and Parent Company statements of cash flows, the Consolidated and
Parent Company statements of changes in equity, and notes to the financial statements, including significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards
the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 December 2024 and of
the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
the parent company financial statements have been properly prepared in accordance with 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.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)
) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are
independent of the Group and 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. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group’s and parent company’s ability to continue to adopt
the going concern basis of accounting included:
obtaining and documenting an understanding of the Directors’ going concern assessment process, including the controls over the review and
approval of the budget and five-year plan;
assessing the appropriateness of the duration of the going concern assessment period to 30 June 2026 and considering the existence of any
significant events or conditions during and beyond this period; the Group undertakes a comprehensive five-year plan, and upon reviewing this
plan, no concerns arise within the ensuing twelve-month period from the date of authorising the financial statements for issue;
evaluating management’s historical forecasting accuracy and the consistency of the going concern assessment with information obtained from
other areas of the audit, such as our audit procedures on management’s impairment assessments;
testing the going concern assessment, including forecast liquidity, for mathematical accuracy;
agreeing the underlying cash flow projections to management-approved forecasts and recalculating the impact on banking covenants and
liquidity headroom for the base case scenario;
assessing whether assumptions made were reasonable and appropriately severe, in light of the Group’s relevant principal risks and uncertainties
and our independent assessment of those risks;
performing independent sensitivity analysis on management’s key inputs and assumptions including applying incremental adverse cash flow
sensitivities; these sensitivities included the impact of certain severe but plausible scenarios, evaluated as part of management’s work on the
Group’s viability including major operational disruption, loss of key customer in the footwear segment, and foreign exchange risk;
evaluating the amount and timing of identified mitigating actions available to respond to a severe downside scenario, such as ability to restrict
capital expenditure, cash payments associated with dividends, bonus and share options and whether those actions are feasible and within the
Group’s control; and
considering the appropriateness of management’s downside scenario, to understand how severe conditions would have to be to result in a
breach of liquidity and whether the reduction in EBITDA required has no more than a remote possibility of occurring.
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’s or 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 entities reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw aention
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.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the
individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the
financial statements as a whole.
Zotefoams plc
Annual Report 2024
102
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements
Company financial statements
Overall materiality
£700,000 (2023: £962,000)
£665,000 (2023: £817,000)
Performance materiality
£490,000 (2023: £674,000)
£465,500 (2023: £571,900)
Basis of materiality
5% of adjusted profit before tax (PBT) (2023: 7.5% of PBT)
5% of PBT (2023: 7.5% of PBT)
Rationale
Adjusted PBT (PBT before exceptional item) is the primary
key performance indicator used by management in
assessing the performance of the Group. As a profit-
generating group, we consider the users of the financial
statements, such as investors, will also consider adjusted
PBT to be a key metric.
Based on our assessment indicating minimal risk in the
control environment, we have chosen to set performance
materiality at 70% (2023: 70%) of the overall materiality,
which we deem most appropriate.
PBT is the primary key performance indicator used by
management in assessing the performance of the parent
company. As a profit-generating company, we consider
the users of the financial statements, such as investors,
will also consider PBT to be a key metric.
Based on our assessment indicating minimal risk in the
control environment, we have chosen to set performance
materiality at 70% (2023: 70%) of the overall materiality,
which we deem most appropriate.
For each component in the scope of our Group audit, we allocated a performance materiality based on the relative significance of each component
to the Group and aggregation risk. The range of performance materiality allocated across components was between £49,000 and £465,500
(2023: between £184,000 and £571,000). Certain components were audited to a local statutory audit materiality that was also less than our overall
group performance materiality.
We agreed with the Audit Commiee that we would report on the misstatements identified during our audit above £35,000 (2023: £48,000) for the
Group financial statements and £35,000 (2023: £40,800) for the parent company financial statements as well as misstatements below those
amounts that, in our view, warranted reporting for qualitative reasons.
Our approach to the audit
As part of designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements. In particular,
we looked at areas involving significant accounting estimates and judgement by the directors and considered future events that are inherently
uncertain such as the impairment of intangible assets, valuation of the Defined Benefit Pension Scheme, including the assumptions used in those
calculations, and valuation of deferred tax and share-based payments. We also addressed the risk of management override of controls, including
among other maers, the consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
The Group’s consolidated financial statements for 2024 include ten trading companies, including a joint venture. These comprise two trading
companies in the UK, one in Europe, four in Asia, and three in the USA.
We performed audit procedures of the entire financial statements of the parent company, Zotefoams plc, and its subsidiary, Zotefoams Inc.
This work was conducted from our London office by a team with relevant sector experience. We engaged PKF network firms and local auditors
to assist with inventory count procedures at certain overseas components. Specifically, for the component in Poland, component auditors were
engaged to perform physical verification of inventory and property, plant and equipment, as well as to assess compliance with laws and regulations,
VAT and taxation.
Additionally, we conducted specific scope procedures on the following entities: MuCell Extrusion LLC, Zotefoams Poland Sp. z o.o., Zotefoams
Midwest LLC, Zotefoams T-FIT Material Technology (Kunshan) Limited, T-FIT Insulation Solutions India Private Limited, Zotefoams Denmark ApS,
Zotefoams Operations Limited and Zotefoams International Limited. For these entities, we performed audit procedures on specific account
balances, classes of transactions, or disclosures to ensure that all balances material to the Group were subject to appropriate audit procedures.
Our coverage is summarised below by Revenue, Profit before tax and Total assets.
The parent company is located in the United Kingdom and audited directly by the Group engagement team.
Revenue
Full audit scope
80%
Specified audit procedures
20%
Profit before tax
Full audit scope
50%
Specified audit procedures
50%
Total assets
Full audit scope
79%
Specified audit procedures
21%
Zotefoams plc
Annual Report 2024
103
Strategic Report
Governance
Financial Statements
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ZOTEFOAMS PLC
(CONT.)
Key audit maers
Key audit maers are those maers 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) 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 maers 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 maers.
Key audit maer
How our scope addressed this maer
Impairment of MuCell division
Zotefoams invested significantly in developing ReZorce®
technology, which was close to market trial phase and had gained
interest from the packaging industry. This was evidenced by
successful trials, the onboarding of Refresco as a joint development
partner and multiple global awards. However, after unsuccessful
aempts to find a strategic investing partner to support
commercialisation, the Group announced its decision to pause
investment in ReZorce in December 2024 and made the commercial
decision to wind down the entire MuCell division, which includes
MuCell Extrusion LLC and Zotefoams Denmark ApS.
As disclosed in note 4 to the financial statements, an exceptional
item of £15.2m has been recognised in respect of impairment of the
development asset and the division. The assets in the business
unit primarily comprise goodwill that arose on the acquisition of
MuCell, and other assets principally relating to the development
of ReZorce technology.
Historically, our key audit maer has been limited to the risk on the
carrying value of intangible assets. Due to the above developments,
we have expanded the risk to the impairment assessment of all
assets within the MuCell division, including closure and disposal
costs. The assessment is highly judgemental as it requires
management to assess the recoverable value of tangible and other
assets, estimate the incidental disposal costs and the closure costs
for the division, and determine the appropriate accounting treatment
of these charges in accordance with IAS 36 “Impairment of Assets”.
Consequent to the impairment of the assets of the MuCell division,
the carrying value of investments and receivables from MuCell held
by the parent company, Zotefoams plc, also requires an impairment
assessment in line with IAS 36 which involves using similar
judgements to be made by the management as set out above.
For more details refer to note 4.
Our work in this area included:
testing substantively the financial statement position of the MuCell division
(prior to impairment charge) for accuracy and completeness;
obtaining and reviewing management’s impairment assessment including
closure and disposal costs;
challenging the key inputs, judgements and estimates made by
management, specifically the treatment of closure of the business as a
discontinued operation under IFRS 5 “Non-current Assets Held for Sale and
Discontinued Operations” or exceptional expense; the allocation of
expenses as exceptional or operational expenses; the assessment of the
recoverable amount of assets, specifically the fair value less costs of
disposal; and the completeness and accuracy of closure costs;
reviewing supporting evidence (e.g. Regulatory News Services statements,
board minutes) to assess management’s rationale on the decision to
pause investment and to understand the activities included in winding
down the operations;
testing substantively closure costs for completeness and accuracy,
including testing post year-end expenses;
reviewing and challenging management’s impairment assessment of the
carrying value of investment in and receivables due from MuCell in the
parent company; and
assessing the completeness and accuracy of disclosure within the financial
statements in accordance with UK-adopted IAS.
Key observations
We are satisfied that the judgements applied, impairment charges recorded
and disclosures within the financial statements are appropriate.
Valuation of defined benefit pension obligation
The Group’s closed Defined Benefit Pension Scheme represents
a material individual liability on the consolidated statement of
financial position, amounting to £1.6m as of 31 December 2024
(2023: £2.7m). The valuation of the scheme’s liabilities requires
management to use their judgement in making several key
assumptions, being the rate of inflation (CPI and RPI), the discount
rate and the life expectancy of the scheme members.
While historical assumptions are noted as being within acceptable
ranges, the liability is highly sensitive to small changes in the key
inputs and assumptions.
Given the financial significance and the inherent estimation
uncertainty within the calculation, the valuation of the defined
benefit pension obligation has been assessed as a key
audit maer.
For more details refer to note 24.
Our work in this area included:
assessing the competence, capabilities and objectivity of management’s
actuary who calculated the defined benefit pension obligation;
involving our internal actuarial team, to assess the reasonableness of
key inputs and assumptions used in the valuation of the defined benefit
pension obligation;
comparing key inputs and assumptions used in management’s actuarial
report to industry benchmarks with the assistance of our internal
actuarial team;
obtaining confirmations and control reports from the investment manager
and custodian to confirm the existence and accuracy of the pension
scheme assets;
testing completeness and accuracy of employee data used in the
actuarial valuation
ensuring the key assumptions, inputs and contribution are updated from
the results of triennial valuation completed in May 2024;
tracing contributions and payments/claims paid to the pension fund to bank
statements; and
assessing whether adequate disclosures have been included in the
financial statements, and whether the accounting treatment of the Defined
Benefit Pension Scheme liabilities is in line with IAS 19 “Employee Benefits”.
Key observations
No issues were noted that indicate the valuation of the Group’s defined
benefit pension obligations are materially misstated as at 31 December 2024.
Zotefoams plc
Annual Report 2024
104
Other information
The other information comprises the information included in the Annual Report, other than the financial statements and our auditor’s report
thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the Group and parent company
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.
Opinions on other maers prescribed by the Companies Act 2006
In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the Directors’ report for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
the strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
Maers on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent company and their environment obtained in the course of the audit,
we have not identified material misstatements in the strategic report or the Directors’ report.
We have nothing to report in respect of the following maers in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from
branches not visited by us; or
the parent company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the
accounting records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Corporate governance statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement
relating to the Group’s and parent company’s compliance with the provisions of the UK Corporate Governance Code specified for our review by the
Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties
identified set out on page 37 of the Annual Report;
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 51 of the Annual Report;
Directors’ statement on whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities
set out on pages 37 and 51 of the Annual Report;
Directors’ statement that they consider the Annual Report and the financial statements, taken as a whole, to be fair, balanced and
understandable set out on page 101 of the Annual Report;
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 38 to 50 of the Annual Report;
the section of the Annual Report that describes the review of effectiveness of risk management and internal control systems set out on page 76
of the Annual Report; and
the section describing the work of the Audit Commiee set out on pages 77 to 80 of the Annual Report.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the Group and parent
company 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 Group and parent company 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, maers related to going concern and using the going concern basis
of accounting unless the Directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is
not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Zotefoams plc
Annual Report 2024
105
Strategic Report
Governance
Financial Statements
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ZOTEFOAMS PLC
(CONT.)
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud, is detailed below:
We obtained an understanding of the Group and parent company and the sector in which they operate to identify laws and regulations that could
reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions
with management, industry research, application of cumulative audit knowledge and experience of the sector. We corroborated our enquiries
through our review of Board minutes, papers provided to the Audit Commiee, correspondence received from regulatory bodies, and aendance
at all meetings of the Audit Commiee, as well as consideration of the results and knowledge gained from our audit procedures across the Group
and parent company.
We determined the principal laws and regulations relevant to the Group and parent company in this regard to be those arising from the
Listing Rules, the Companies Act 2006, the Disclosure Guidance and Transparency Rules, the UK Corporate Governance Code, Task Force on
Climate-Related Financial Disclosures, environmental, social and governance reporting requirements, UK-adopted IAS, employment law, tax
legislations, Bribery Act 2010, the Chemicals (Hazard Information and Packaging for Supply) (Amendment) Regulations 2008, the Institution of
Chemical Engineers (CA) Order 2004, the Offshore Chemical Regulations 2002, the Export and Import of Dangerous Chemicals Regulations 2005,
the Industry and Exports (Financial Support) Act 2009, the Export Control Act 2002, the Import and Export Control Act 1990, the Consumer
Protection Act 1987, anti-money laundering regulations, the EU Registration, Evaluation, Authorisation and Restriction of Chemicals regulations,
the Pressure Systems Safety Regulations 2000, the UK Chemical Industries Association regulations, and the General Data Production Regulation.
We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the Group
and parent company with those laws and regulations. The Group and parent company are subject to laws and regulations that directly affect the
financial statements including financial reporting legislation, pensions legislation, distributable profits legislation, and taxation legislation and
we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
In addition, the Group and parent company are subject to many other laws and regulations where the consequences of non-compliance
could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation.
We identified the following areas as those most likely to have such an effect: health and safety, various regulation around the handling of
chemicals and general environmental protection legislation, fraud, bribery and corruption, export control, the Consumer Rights Act 2015, and
employment law recognising the nature of the Group’s and parent company’s activities. These procedures included, but were not limited to,
enquiry of the Directors and other management and inspection of regulatory and legal correspondence.
We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur by meeting with
management and reviewing the minutes of the Board and its commiees to understand where it considered there was susceptibility to fraud.
We also considered performance targets and their propensity to influence on efforts made by management to manage earnings. We considered
controls that the Group has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior
management monitors those programmes and controls.
As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals with a focus on manual consolidation journals and journals indicating large or unusual
transactions based on our understanding of the business; reviewing key accounting estimates for evidence of bias; reviewing minutes of
meetings of those charged with governance and internal audit reports; and evaluating the business rationale of any significant transactions that
are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation
is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other maers which we are required to address
We were appointed by the Audit Commiee on 6 October 2020 to audit the financial statements for the period ending 31 December 2020 and
subsequent financial periods. Our total uninterrupted period of engagement is five years, covering the periods ending 31 December 2020 to
31 December 2024.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the parent company and we remain independent
of the Group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the Audit Commiee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the company’s members those maers we are required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permied by law, we do not accept or assume responsibility to anyone, other than the company and the
company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Joseph Archer
(
Senior Statutory Auditor
)
15 Westferry Circus
For and on behalf of PKF Lilejohn LLP
Canary Wharf
Statutory Auditor
London E14 4HD
7 April 2025
Zotefoams plc
Annual Report 2024
106
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2024
Note
2024
£’000
2023
£’000
Revenue
3
147,791
126,975
Cost of sales
(101,658)
(85,920)
Gross profit
46,133
41,055
Distribution costs
(8,478)
(7,927)
Administrative expenses
(19,525)
(17,993)
Exceptional costs of closure of business
4
(15,178)
Operating profit
5
2,952
15,135
Operating profit before exceptional items
18,130
15,135
Finance costs
7
(3,147)
(2,540)
Finance income
7
274
191
Share of profit from joint venture
10
74
54
Profit before income tax
153
12,840
Profit before income tax and exceptional items
15,331
12,840
Income tax expense
8
(2,908)
(3,598)
(Loss)/profit for the year
(2,755)
9,242
Profit for the year before exceptional items
12,423
9,242
(Loss)/profit aributable to:
Equity holders of the Company
(2,755)
9,242
(Losses)/Earnings per share:
Basic (p)
9
(5.66)
19.00
Diluted (p)*
9
(5.66)
18.55
Earnings per share excluding exceptional closure costs**
Basic (p)
9
25.95
19.00
Diluted (p)
9
25.24
18.55
*
The loss aributable to equity shareholders and weighted average number of ordinary shares for the purposes of calculating diluted earnings per ordinary share are identical to those used
for basic earnings per ordinary share. This is because the exercise of share options and warrants would have the effect of reducing the loss per ordinary share and is therefore anti-dilutive.
**
This is not an IFRS measure and has been calculated based on the pre-exceptional lines above.
All activities of the Group are continuing. The exceptional closure costs relate to the MuCell business, primarily the impairment of tangible and
intangible fixed assets – see note 4.
The notes on pages 115 to 153 form an integral part of these financial statements.
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Company income statement
and other comprehensive income.
Company number: 2714645
Zotefoams plc
Annual Report 2024
107
Strategic Report
Governance
Financial Statements
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
For the year ended 31 December 2024
Note
2024
£’000
2023
£’000
(Loss)/profit for the year
(2,755)
9,242
Other comprehensive income
Items that will not be reclassified to profit or loss:
Actuarial gains/(losses) on Defined Benefit Pension Scheme
24
348
(88)
Tax relating to items that will not be reclassified
(87)
22
Total items that will not be reclassified to profit or loss
261
(66)
Items that may be reclassified subsequently to profit or loss:
Foreign exchange translation losses on investment in foreign subsidiaries
(371)
(1,885)
Change in fair value of hedging instruments
(965)
1,712
Hedging losses reclassified to profit or loss
(968)
(192)
Tax relating to items that may be reclassified
590
(575)
Total items that may be reclassified subsequently to profit or loss
(1,714)
(940)
Other comprehensive loss for the year, net of tax
(1,453)
(1,006)
Total comprehensive (loss)/income for the year
(4,208)
8,236
Total comprehensive (loss)/income aributable to:
Equity holders of the Company
(4,208)
8,236
Total comprehensive (loss)/income for the year
(4,208)
8,236
The notes on pages 115 to 153 form an integral part of these financial statements.
Zotefoams plc
Annual Report 2024
108
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
As at 31 December 2024
Note
2024
£’000
2023
£’000
Non-current assets
Property, plant and equipment
11
92,088
91,743
Right-of-use assets
12
2,153
1,272
Intangible assets
13
438
9,418
Intangible right-of-use assets
12
7,233
Investment in joint venture
10
281
207
Trade and other receivables
16
14
70
Deferred tax assets
20
548
435
Total non-current assets
102,755
103,145
Current assets
Inventories
15
29,924
31,904
Trade and other receivables
16
31,494
33,002
Derivative financial instruments
22
42
1,264
Cash and cash equivalents
17
10,534
6,294
Total current assets
71,994
72,464
Total assets
174,749
175,609
Current liabilities
Trade and other payables
18
(11,878)
(12,953)
Provisions
4
(1,381)
Derivative financial instruments
22
(1,164)
(28)
Current tax liability
(757)
(1,078)
Lease liabilities
12
(2,134)
(507)
Interest-bearing loans and borrowings
19,22
(34,602)
(36,527)
Total current liabilities
(51,916)
(51,093)
Non-current liabilities
Lease liabilities
12
(6,821)
(827)
Deferred tax liabilities
20
(5,103)
(5,270)
Post-employment benefits
24
(1,552)
(2,656)
Total non-current liabilities
(13,476)
(8,753)
Total liabilities
(65,392)
(59,846)
Total net assets
109,357
115,763
Equity
Issued share capital
21
2,442
2,442
Share premium
21
44,178
44,178
Own shares held
(7)
(12)
Capital redemption reserve
15
15
Translation reserve
3,653
4,024
Hedging reserve
(683)
660
Retained earnings
59,759
64,456
Total equity
109,357
115,763
The notes on pages 115 to 153 form an integral part of these financial statements.
The financial statements on pages 107 to 154 were authorised for issue by the Board of Directors on 7 April 2025 and were signed on its behalf by:
G McGrath
Group CFO
Company number: 2714645
Zotefoams plc
Annual Report 2024
109
Strategic Report
Governance
Financial Statements
COMPANY STATEMENT
OF FINANCIAL POSITION
As at 31 December 2024
Note
2024
£’000
2023
£’000
Non-current assets
Property, plant and equipment
11
40,914
42,027
Right-of-use assets
12
1,162
143
Intangible assets
13
404
504
Intangible right-of-use assets
12
7,233
Investment in subsidiaries
14
30,822
30,822
Trade and other receivables
16
13
70
Total non-current assets
80,548
73,566
Current assets
Inventories
15
23,315
22,616
Trade and other receivables
16
56,706
61,052
Derivative financial instruments
22
42
1,264
Cash and cash equivalents
17
5,449
2,875
Total current assets
85,512
87,807
Total assets
166,060
161,373
Current liabilities
Trade and other payables
18
(7,727)
(8,999)
Derivative financial instruments
22
(1,164)
(28)
Current tax liability
(647)
(767)
Lease liabilities
12
(1,654)
(101)
Interest-bearing loans and borrowings
19,22
(34,602)
(36,527)
Total current liabilities
(45,794)
(46,422)
Non-current liabilities
Lease liabilities
12
(6,108)
(46)
Deferred tax liabilities
20
(5,103)
(5,270)
Post-employment benefits
24
(1,552)
(2,656)
Total non-current liabilities
(12,763)
(7,972)
Total liabilities
(58,557)
(54,394)
Total net assets
107,503
106,979
Equity
Issued share capital
21
2,442
2,442
Share premium
21
44,178
44,178
Capital redemption reserve
15
15
Hedging reserve
(683)
660
Retained earnings
61,551
59,684
Total equity
107,503
106,979
The Company profit for the year ended 31 December 2024 was £3,844k (2023: £7,890k).
The notes on pages 115 to 153 form an integral part of these financial statements.
The financial statements on pages 107 to 154 were authorised for issue by the Board of Directors on 7 April 2025 and were signed on its behalf by:
G McGrath
Group CFO
Company number: 2714645
Zotefoams plc
Annual Report 2024
110
CONSOLIDATED STATEMENT
OF CASH FLOWS
For the year ended 31 December 2024
Note
2024
£’000
2023
£’000
Cash flows from operating activities
(Loss)/profit for the year
(2,755)
9,242
Adjustments for:
Depreciation and amortisation
11,12,13
8,983
8,217
Loss on disposal of assets
5
28
4
Finance costs
7
2,873
2,349
Share of profit from joint venture
10
(74)
(54)
Net exchange differences
524
(641)
Equity-seled share-based payments
25
1,077
1,335
Non-cash cost of closure of business
4
15,178
Taxation
8
2,908
3,598
Operating profit before changes in working capital and provisions
28,742
24,050
Decrease/(increase) in trade and other receivables
1,539
(3,774)
Decrease/(increase) in inventories
1,948
(6,279)
Decrease in trade and other payables
(997)
(1,027)
Employee defined benefit contributions
24
(859)
(859)
Cash generated from operations
30,373
12,111
Interest paid
(2,515)
(2,082)
Income taxes paid, net of refunds
(2,857)
(2,248)
Net cash flows generated from operating activities
25,001
7,781
Cash flows from investing activities
Interest received
7
274
191
Purchases of intangibles
13
(3,306)
(2,739)
Purchases of property, plant and equipment
11
(10,342)
(5,744)
Proceeds from disposal of property, plant and equipment
11
39
Net cash used in investing activities
(13,335)
(8,292)
Cash flows from financing activities
Proceeds from exercise of share options
72
Repayment of borrowings
(8,357)
(1,231)
Proceeds from borrowings
6,750
1,609
Payment of principal portion of lease liabilities
12
(2,335)
(753)
Dividends paid to equity holders of the Company
9
(3,542)
(3,350)
Net cash used in financing activities
(7,412)
(3,725)
Net increase/(decrease) in cash and cash equivalents
4,254
(4,236)
Cash and cash equivalents at 1 January
6,294
10,594
Exchange losses on cash and cash equivalents
(14)
(64)
Cash and cash equivalents at 31 December
17
10,534
6,294
Cash and cash equivalents comprise cash at bank and short-term highly liquid investments with a maturity date of less than three months, per the
breakdown in note 22.
The net exchange differences of £524k within operating activities relate to the foreign exchange movement on borrowings and open forward
contracts in the income statement (2023:
641k)).
Refer to note 19 for a reconciliation of liabilities arising from financing activities.
The notes on pages 115 to 153 form an integral part of these financial statements.
Zotefoams plc
Annual Report 2024
111
Strategic Report
Governance
Financial Statements
COMPANY STATEMENT
OF CASH FLOWS
For the year ended 31 December 2024
Note
2024
£’000
2023
£’000
Cash flows from operating activities
Profit for the year
3,845
7,890
Adjustments for:
Depreciation and amortisation
11,12,13
4,300
3,792
Loss on disposal of assets
5
4
Finance costs
1,660
1,103
Net exchange differences
459
(2,274)
Equity-seled share-based payments
25
1,077
1,335
Non-cash write-off of intercompany loans with closed business
10,634
Taxation
2,644
3,003
Operating profit before changes in working capital and provisions
24,619
14,853
Increase in trade and other receivables
(8,848)
(4,621)
Increase in inventories
(699)
(3,884)
Increase/(decrease) in trade and other payables
3,112
(1,716)
Employee defined benefit contributions
24
(859)
(859)
Cash generated from operations
17,325
3,773
Interest paid
(2,437)
(2,077)
Income taxes paid, net of refunds
(2,273)
(1,800)
Net cash flows generated from operating activities
12,615
(104)
Cash flows from investing activities
Interest received
1,471
62
Net loans (granted to)/repaid by subsidiaries
26
(2,089)
2,771
Purchase of intangibles
13
(88)
(174)
Purchase of property, plant and equipment
11
(2,489)
(3,713)
Net cash used in investing activities
(3,195)
(1,054)
Cash flows from financing activities
Proceeds of exercise of share options
72
Repayment of borrowings
(8,357)
(1,231)
Proceeds from borrowings
6,750
1,609
Principal elements of lease payments
12
(1,769)
(283)
Dividends paid to equity holders of the Company
9
(3,542)
(3,350)
Net cash generated from financing activities
(6,846)
(3,255)
Net increase/(decrease) in cash and cash equivalents
2,574
(4,413)
Cash and cash equivalents at 1 January
2,875
7,288
Cash and cash equivalents at 31 December
17
5,449
2,875
Cash and cash equivalents comprise cash at bank and short-term highly liquid investments with a maturity date of less than three months, per the
breakdown in note 22.
The net exchange differences of £459k within operating activities relate to the foreign exchange movement on borrowings and open forward
contracts in the income statement (2023: £2,274k).
Refer to note 19 for a reconciliation of liabilities arising from financing activities.
The notes on pages 115 to 153 form an integral part of these financial statements.
Zotefoams plc
Annual Report 2024
112
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
For the year ended 31 December 2024
Note
Share
capital
£’000
Share
premium
£’000
Own
shares
held
£’000
Capital
redemption
reserve
£’000
Translation
reserve
£’000
Hedging
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
Balance as at 1 January 2023
2,431
44,178
(5)
15
5,909
(285)
57,295
109,538
Profit for the year
9,242
9,242
Other comprehensive income for the year:
Foreign exchange translation losses on
investment in subsidiaries
(1,885)
(1,885)
Change in fair value of hedging instruments
recognised in other comprehensive income
1,712
1,712
Reclassification to income statement –
administrative expenses
(192)
(192)
Tax relating to effective portion of changes in
fair value of cash flow hedges, net of recycling
(575)
(575)
Actuarial loss on Defined Benefit Pension Scheme
24
(88)
(88)
Tax relating to actuarial loss on Defined Benefit
Pension Scheme
22
22
Total comprehensive income for the year
(1,885)
945
9,176
8,236
Transactions with owners of the parent:
Options exercised
4
(4)
Proceeds of shares issued, net of expenses
11
(11)
Equity-seled share-based payments net of tax
1,339
1,339
Dividends paid
9
(3,350)
(3,350)
Total transactions with owners of the parent
11
(7)
(2,015)
(2,011)
Balance as at 31 December 2023
2,442
44,178
(12)
15
4,024
660
64,456
115,763
Balance as at 1 January 2024
2,442
44,178
(12)
15
4,024
660
64,456
115,763
Loss for the year
(2,755)
(2,755)
Other comprehensive income for the year:
Foreign exchange translation losses on
investment in subsidiaries
(371)
(371)
Change in fair value of hedging instruments
recognised in other comprehensive income
(965)
(965)
Reclassification to income statement –
administrative expenses
(968)
(968)
Tax relating to effective portion of changes in
fair value of cash flow hedges, net of recycling
590
590
Actuarial gain on Defined Benefit Pension Scheme
24
348
348
Tax relating to actuarial gain on Defined Benefit
Pension Scheme
(87)
(87)
Total comprehensive loss for the year
(371)
(1,343)
(2,494)
(4,208)
Transactions with owners of the parent:
Options exercised
72
72
Proceeds of shares issued, net of expenses
5
5
Equity-seled share-based payments net of tax
1,267
1,267
Dividends paid
9
(3,542)
(3,542)
Total transactions with owners of the parent
5
(2,203)
(2,198)
Balance as at 31 December 2024
2,442
44,178
(7)
15
3,653
(683)
59,759
109,357
The aggregate current and deferred tax relating to items that are credited to equity is £659k (2023: debited £591k).
The notes on pages 115 to 153 form an integral part of these financial statements.
Zotefoams plc
Annual Report 2024
113
Strategic Report
Governance
Financial Statements
COMPANY STATEMENT
OF CHANGES IN EQUITY
For the year ended 31 December 2024
Note
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Hedging
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
Balance as at 1 January 2023
2,431
44,178
15
(285)
53,871
100,210
Profit for the year
7,890
7,890
Other comprehensive income for the year:
Change in fair value of hedging instruments recognised in other
comprehensive income
1,712
1,712
Reclassification to income statement – administrative expenses
(192)
(192)
Tax relating to effective portion of changes in fair value of cash flow
hedges, net of recycling
(575)
(575)
Actuarial loss on Defined Benefit Pension Scheme
24
(88)
(88)
Tax relating to actuarial loss on Defined Benefit Pension Scheme
22
22
Total comprehensive income for the year
945
7,824
8,769
Transactions with owners:
Proceeds of shares issued, net of expenses
11
11
Equity-seled share-based payments net of tax
1,339
1,339
Dividends paid
9
(3,350)
(3,350)
Total transactions with owners
11
(2,011)
(2,000)
Balance as at 31 December 2023
2,442
44,178
15
660
59,684
106,979
Balance as at 1 January 2024
2,442
44,178
15
660
59,684
106,979
Profit for the year
3,844
3,844
Other comprehensive income for the year:
Change in fair value of hedging instruments recognised in other
comprehensive income
(965)
(965)
Reclassification to income statement – administrative expenses
(968)
(968)
Tax relating to effective portion of changes in fair value of cash flow
hedges, net of recycling
590
590
Actuarial gain on Defined Benefit Pension Scheme
24
348
348
Tax relating to actuarial gain on Defined Benefit Pension Scheme
(87)
(87)
Total comprehensive income for the year
(1,343)
4,105
2,762
Transactions with owners:
Options exercise
72
72
Equity-seled share-based payments net of tax
1,232
1,232
Dividends paid
9
-
(3,542)
(3,542)
Total transactions with owners
(2,238)
(2,238)
Balance as at 31 December 2024
2,242
44,178
15
(683)
61,551
107,503
The aggregate current and deferred tax relating to items that are credited to equity is £659k (2023: debited £591k).
The notes on pages 115 to 153 form an integral part of these financial statements.
Zotefoams plc
Annual Report 2024
114
Zotefoams plc
115
Annual Report 2024
NOTES
Strategic Report
Governance
Financial Statements
1. General information
Zotefoams plc (the “Company”) is a public limited company, which is
listed on the London Stock Exchange and incorporated and domiciled in
England, UK. The registered office of the Company is 675 Mitcham Road,
Croydon, CR9 3AL.
The Company, its subsidiaries and joint venture (together referred
to as the “Group”) are engaged in the manufacturing and sale of
high-performance foams and licensing of related technology for
specialist markets worldwide.
2. Material accounting policies
The principal accounting policies applied in the preparation of these
financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated.
2.1 Basis of preparation
The consolidated financial statements of Zotefoams plc have been
prepared in accordance with UK-adopted International Accounting
Standards (“UK-adopted IAS”) and as applied in accordance with the
provisions of the Companies Act 2006. The consolidated financial
statements have been prepared under the historical cost convention
except for derivative financial instruments, which are measured at fair
value through profit or loss.
The preparation of financial statements in conformity with UK-adopted
IAS requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Group’s accounting policies. The areas involving a higher
degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements, are disclosed in
note 27.
i) Going concern
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 3 to 71 and the section entitled
“Risk management and principal risks” on pages 38 to 50. These also
describe the financial position of the Group, its cash flows and liquidity
position. In addition, note 22 to the financial statements includes the
Group’s objectives, policies and processes for managing its capital,
its financial risk management objectives, details of its financial
instruments and hedging activities, borrowing facilities, and its
exposure to credit risk and liquidity risk.
At 31 December 2024, the Group’s gross finance facilities were £50.0m
(2023: £50.0m), consisting entirely of a multi-currency term loan.
The Directors believe that the Group is well placed to manage its
business risks and, after making enquiries including a review of
forecasts and predictions, taking account of reasonably possible
changes in trading performance and considering the existing banking
facilities, have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the next twelve
months following the date of approval of the financial statements.
After due consideration of the range and likelihood of potential
outcomes evaluated as part of stress tests on the viability statement,
the Directors continue to adopt the going concern basis of accounting
in preparing the Annual Report.
2.2 Basis of consolidation
The consolidated financial statements comprise the financial
statements of the Company, its subsidiaries and joint ventures as
at 31 December 2024.
i) Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability
to affect those returns through its power over the entity. Subsidiaries
are fully consolidated from the date on which control is transferred to
the Group. If the Group loses control over a subsidiary, it derecognises
the related assets (including goodwill), liabilities, non-controlling
interest and other components of equity, while any resultant gain
or loss is recognised in profit or loss. Any investment retained is
recognised at fair value.
ii) Transactions eliminated on consolidation
All intra-group balances and transactions, including any unrealised
gains and losses or income and expenses arising from such
transactions, are eliminated in full on preparing the consolidated
financial statements. Unrealised losses are eliminated in the same
way as unrealised gains, but only to the extent that there is no evidence
of impairment. Where necessary, amounts reported by subsidiaries
have been adjusted to conform with the Group’s accounting policies.
iii) Joint arrangements
The Group applies IFRS 11 to its joint arrangements. Under IFRS 11,
investments in joint arrangements are classified as either joint
operations or joint ventures, depending on the contractual rights and
obligations of each investor. The Group has assessed the nature of its
joint arrangements and determined them to be joint ventures. Interests
in the joint ventures are accounted for using the equity method, after
initially being recognised at cost.
iv) Equity method
Under the equity method of accounting, the investment is initially
recognised at cost and the carrying amount is increased or decreased
to recognise the investor’s share of the change in net assets of the
investee after the date of acquisition.
If the ownership interest in the joint venture is reduced but joint control
is retained, only a proportionate share of the amounts previously
recognised in other comprehensive income is reclassified to profit or
loss where appropriate.
The Group’s share of post-acquisition profits or losses is recognised
in the income statement, and its share of post-acquisition movements
in other comprehensive income is recognised with a corresponding
adjustment to the carrying value of the investment. Where the Group’s
share of losses in the joint venture equals or exceeds its interest in the
joint venture, including any other unsecured receivables, the Group
does not recognise further losses unless it has incurred legal or
constructive obligations or made payments on behalf of the joint
venture. Distributions received from the joint venture reduce the
carrying value of the investment.
The Group determines at each reporting date whether there is any
objective evidence that the investment in the joint venture is impaired.
If this is the case, the Group calculates the amount of impairment as
the difference between the recoverable amount of the joint venture
and its carrying value, and recognises the amount adjacent to “share
of profit/(loss) of joint venture” in the income statement.
Gains and losses resulting from upstream and downstream
transactions between the Group and the joint venture are recognised
in the Group’s financial statements only to the extent of an unrelated
investor’s interests in the joint venture. Unrealised losses are eliminated
unless the transaction provides evidence of an impairment of the asset
transferred. Accounting policies of the joint venture have been aligned
where necessary to ensure consistency with the policies adopted by
the Group.
Zotefoams plc
116
Annual Report 2024
NOTES
(CONT.)
2. Material accounting policies
(cont.)
2.1 Basis of preparation
(cont.)
v) Accounting for business combinations
Business combinations are accounted for using the acquisition method
as at the acquisition date, which is the date on which control is
transferred to the Group. Control is the power to govern the financial
and operating policies of an entity so as to obtain benefits from the
activities. In assessing control, the Group takes into consideration
potential voting rights that are currently exercisable.
The Group measures goodwill at the acquisition date as:
the fair value of the consideration transferred; plus
the recognised amount of any non-controlling interests in the
acquiree; plus
if the business combination is achieved in stages, the fair value
remeasured at acquisition date of the existing interest in the
acquiree; less
the net recognised amount of the identifiable assets acquired
and liabilities assumed.
Goodwill is initially measured at cost. After initial recognition, goodwill
is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business
combination is, from the acquisition date, allocated to each of the
Group’s cash-generating units (CGUs) that are expected to benefit
from the combination, irrespective of whether other assets or liabilities
of the acquiree are assigned to those units.
Where goodwill has been allocated to a CGU and part of the operation
within that unit is disposed of, the goodwill associated with the
disposed operation is included in the carrying amount of the operation
when determining the gain or loss on disposal. Goodwill disposed of in
these circumstances is measured based on the relative values of the
disposed operation and the portion of the CGU retained.
The cost of an acquisition is measured as the aggregate of the
consideration transferred, which is measured at fair value at the
acquisition date. When the excess is negative, a bargain purchase gain
is recognised immediately in the income statement. The consideration
transferred does not include amounts related to the selement of
pre-existing relationships. Such amounts are generally recognised in
the income statement. Costs related to the acquisition, other than
those associated with the issue of debt or equity securities, that the
Group incurs in connection with a business combination are expensed
as incurred.
When share-based payment awards (replacement awards) are
required to be exchanged for awards held by the acquiree employees
(acquiree awards) and relate to past services, then all or a portion of
the amount of the acquirer replacement awards are included in
measuring the consideration transferred in the business combination.
This determination is based on the market-based value of the
replacement awards compared with the market-based value of the
acquiree awards and the extent to which the replacement awards
relate to past and/or future services.
vi) Investments in subsidiaries and joint arrangements
The Company’s investments in subsidiaries and joint arrangements
are stated at cost.
2.3 Foreign currency
i) Functional and presentation currency
The Group’s consolidated financial statements are presented in
sterling, which is the Group’s functional currency. For each entity, the
Group determines the functional currency, and items included in the
financial statements of each entity are measured using that functional
currency. The Group uses the direct method of consolidation and, on
disposal of a foreign operation, the gain or loss that is reclassified to
profit or loss reflects the amount that arises from using this method.
The Company’s financial statements are prepared and presented in
sterling, which is its functional currency.
ii) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions or valuation (where items are remeasured). Monetary
assets and liabilities denominated in foreign currencies are translated
at the functional currency spot rates of exchange at the reporting date.
Foreign exchange gains and losses resulting from the selement of
monetary assets and liabilities denominated in foreign currencies are
recognised in the income statement, except when deferred in other
comprehensive income as qualifying cash flow hedges. All foreign
exchange gains and losses are presented in the income statement
within administrative expenses.
Translation differences related to items classified through other
comprehensive income (OCI) are recognised in OCI while remaining
translation differences are recognised in the income statement.
Non-monetary items that are measured in terms of historical cost in a
foreign currency are translated using the exchange rates at the dates
of the initial transactions. Non-monetary items measured at fair value in
a foreign currency are translated using the exchange rates at the date
when the fair value is determined. The gain or loss arising on translation
of non-monetary items measured at fair value is treated in line with the
recognition of the gain or loss on the change in fair value of the item
(i.e. translation differences on items whose fair value gain or loss is
recognised in OCI or profit or loss are also recognised in OCI or profit
or loss respectively).
In determining the spot exchange rate to use on initial recognition of
the related asset, expense or income (or part of it) or the derecognition
of a non-monetary asset or non-monetary liability relating to advance
consideration, the date of the transaction is the date on which the
Group initially recognises the non-monetary asset or non-monetary
liability arising from the advance consideration. If there are multiple
payments or receipts in advance, the Group determines the transaction
date for each payment or receipt of advance consideration.
iii) Group companies
The results and financial position of all the Group entities (none of
which has the currency of a hyper-inflationary economy) that have
a functional currency different from the presentation currency are
translated into the presentation currency as follows:
assets and liabilities of foreign operations are translated at the
closing rate of exchange prevailing at the reporting date
income and expenses for each income statement are translated at
average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are
translated at the rate on the dates of each transaction).
All resulting exchange differences are recognised in OCI. On disposal
of a foreign operation, the component of OCI relating to that particular
foreign operation is reclassified to profit or loss.
Goodwill and fair value adjustments arising on the acquisition of a
foreign entity are treated as assets and liabilities of the foreign entity,
and they are translated at the closing rate. Exchange differences arising
are recognised in OCI.
2.4 Derivative financial instruments and hedge accounting
The Group uses derivative financial instruments to hedge its exposure
to foreign currency risks arising from operational, financing and investment
activities. The Group does not hold or issue derivative financial
instruments for trading purposes. However, derivatives that do not
qualify for hedge accounting are accounted for as trading instruments.
Derivatives are initially recognised at fair value on the date when a
derivative contract is entered into, and they are subsequently remeasured
at their fair value. Derivatives are carried as financial assets when the fair
value is positive and as financial liabilities when the fair value is negative.
The method of recognising the resulting gain or loss depends on whether
the derivative is designated as a hedging instrument and, if so, the
nature of the item being hedged. The Group designates all derivatives
as hedges of a particular risk associated with a recognised asset or
liability or a highly probable forecast transaction (cash flow hedge).
Zotefoams plc
117
Annual Report 2024
Strategic Report
Governance
Financial Statements
2. Material accounting policies
(cont.)
2.4 Derivative financial instruments and hedge accounting
(cont.)
At the inception of the transaction, the Group designates and documents
the relationship between hedging instruments and hedged items, as
well as its risk management objectives and strategy for undertaking
various hedging transactions. The Group also documents its assessment,
both at hedge inception and on an ongoing basis, of whether the
derivatives that are used in hedging transactions are highly effective
in offseing changes in fair values or cash flows of hedged items.
The fair values of various derivative instruments used for hedging
purposes are disclosed in note 22. The full fair value of a hedging
derivative is classified as a non-current asset or liability where the
remaining maturity of the hedged item is more than twelve months,
and as a current asset or liability where the remaining maturity of the
hedged item is less than twelve months. Trading derivatives are
classified as a current asset or liability.
The fair value of forward exchange contracts is their quoted market
price at the statement of financial position date, being the present
value of the quoted forward price.
i) Cash flow hedging
The effective portion of changes in the fair value of derivatives that
are designated and qualify as cash flow hedges is recognised in the
hedging reserve within equity. The gain or loss relating to the ineffective
portion is recognised immediately in the income statement within
administrative expenses.
When forward contracts are used to hedge forecast transactions, the
Group generally designates only the change in fair value of the forward
contract related to the spot component as the hedging instrument.
Gains or losses relating to the effective portion of the change in the spot
component of the forward contracts are recognised in the cash flow
hedging reserve within equity. The change in the forward element of the
contract that relates to the hedged item (“aligned forward element”) is
recognised within other comprehensive income in the costs of hedging
reserve within equity. In some cases, the entity might designate the full
change in fair value of the forward contract (including forward points)
as the hedging instrument. In such cases, the gains or losses relating
to the effective portion of the change in fair value of the entire forward
contract are recognised in the cash flow hedging reserve within equity.
When a hedging instrument expires or is sold or terminated, or when
a hedge no longer meets the criteria for hedge accounting, any
cumulative deferred gain or loss and deferred costs of hedging in equity
at that time remain in equity until the forecast transaction occurs,
resulting in the recognition of a non-financial asset. When the forecast
transaction is no longer expected to occur, the cumulative gain or
loss and deferred costs of hedging that were reported in equity are
immediately reclassified to the income statement.
2.5 Property, plant and equipment
i) Owned assets
Items of property, plant and equipment are stated at cost or deemed
cost less accumulated depreciation and any impairment losses.
Such costs include those directly aributable to making the asset
capable of operating as intended. The carrying amount of any part
that is subsequently replaced is derecognised. When parts of an item
of property, plant and equipment have different useful lives, those
components are accounted for as separate items of property, plant
and equipment.
Subsequent costs are included in the asset’s carrying amount or
recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item will flow to
the Group and the cost of the item can be measured reliably. All other
repairs and maintenance are charged to the income statement during
the financial year in which they are incurred.
An item of property, plant and equipment and any significant part
initially recognised is derecognised upon disposal (i.e. at the date
the recipient obtains control) or when no future economic benefits
are expected from its use or disposal. Any gain or loss arising on
derecognition of the asset (calculated as the difference between the
net disposal proceeds and the carrying amount of the asset) is included
in the statement of profit or loss when the asset is derecognised.
The cost of assets under construction includes the cost of materials
and direct labour, and any other costs directly aributable to bringing
the asset to a working condition for its intended use.
ii) Depreciation
Land is not depreciated. Depreciation is charged to the income
statement on a straight-line basis over the estimated useful lives of
each part of the item of property, plant and equipment. The estimated
useful lives are as follows:
   
Buildings
20–40 years
Plant and equipment
5–20 years
Fixtures and fiings
3–5 years
Assets under construction are depreciated from the month in which the
asset is ready for its intended use.
The assets’ residual values and expected useful lives are reviewed, and
adjusted if appropriate, at the end of each financial year.
2.6 Intangible assets
i) Research and development
Expenditure on research activities undertaken with the prospect of
gaining new scientific or technical knowledge and understanding is
recognised in the income statement as an expense as incurred.
Development costs that are directly aributable to the design and
testing of identifiable and unique products controlled by the Group are
recognised as intangible assets where the following criteria are met:
it is technically feasible to complete the asset so that it will be
available for use
management intends to complete the asset and use or sell it
there is an ability to use or sell the asset
it can be demonstrated how the asset will generate probable future
economic benefits
adequate technical, financial and other resources to complete the
development and to use or sell the asset are available
the expenditure aributable to the asset during its development can
be reliably measured.
Directly aributable costs that are capitalised as part of the asset
include the product development employee costs and an appropriate
portion of relevant overheads.
Following initial recognition of the development expenditure as an
asset, the asset is carried at cost less any accumulated amortisation
and accumulated impairment losses. Amortisation of the asset begins
when development is complete, and the asset is available for use. It is
amortised over the period over which future economic benefits are
expected to be derived. Amortisation is recorded in cost of sales. During
the period of development, the asset is tested for impairment annually.
Other development expenditures that do not meet these criteria are
recognised as an expense as incurred. Development costs previously
recognised as an expense are not recognised as an asset in a
subsequent period.
ii) Goodwill
Goodwill represents the excess of the cost of acquisition over the fair
value of the Group’s interest in the identifiable assets, liabilities and
contingent liabilities acquired in a business combination. Goodwill is
stated at the amount recognised on the date of acquisition less any
accumulated impairment losses. Goodwill is tested annually for
impairment or more frequently if there are indications that goodwill
may be impaired.
Zotefoams plc
118
Annual Report 2024
NOTES
(CONT.)
2. Material accounting policies
(cont.)
2.6 Intangible assets
(cont.)
iii) Software
Acquired computer software licences are capitalised on the basis of
the costs incurred to acquire and bring to use the specific software.
Following initial recognition, items of software are carried at cost less
any accumulated amortisation and accumulated impairment losses.
iv) Patents
Patents are initially measured at purchase cost and are amortised on
a straight-line basis over their estimated useful economic lives.
v) Other intangible assets
Intangible assets acquired from a business combination are capitalised at
fair value as at the date of acquisition and amortised over their estimated
useful economic life. Their carrying value is the fair value at acquisition
less cumulative amortisation and any impairment. An intangible asset
acquired as part of a business combination is recognised outside
goodwill if the asset is separable or arises from contractual or other
legal rights and its fair value can be measured reliably.
Development costs that are directly aributable to the design and
development of internally generated intangible assets controlled by
the Group are recognised when the relevant criteria are met. Internally
generated intangible assets are amortised from the point at which the
asset is ready for use.
Expenditure on internally generated goodwill and brands is recognised
in the income statement as an expense as incurred. Research
expenditure and development expenditure that do not meet the criteria
above are recognised as an expense as incurred. Development costs
previously recognised as an expense are not recognised as an asset
in a subsequent period.
vi) Amortisation
The estimated useful lives of the Group’s intangible assets are as follows:
   
Marketing related
5–15 years
Customer related
2–10 years
Technology related
5–20 years
Software related
3–10 years
Capitalised development
3–10 years, from the date the patent
 
is granted
Amortisation methods, useful lives and residual values are reviewed at
each reporting date and adjusted if appropriate.
2.7 Financial instruments
i) Classifications
The Group classifies its financial assets in the following categories:
a) those to be measured subsequently at fair value, and b) those to
be measured at amortised cost.
The classification depends on the purpose for which the financial
assets were acquired. Management determines the classification
of its financial assets at initial recognition.
a) Financial assets measured at fair value through profit or loss
Financial assets measured at fair value through profit or loss are
financial assets held for trading. A financial asset is classified in this
category if acquired principally for the purpose of selling it in the short
term. Derivatives are also categorised as held for trading unless they
are designated as hedges.
b) Financial assets measured at amortised cost
Financial assets measured at amortised cost are held for collection
of contractual cash flows where those cash flows represent solely
payments of principal and interest.
c) Financial assets measured at fair value through other
comprehensive income
Purchases and sales of financial assets measured at fair value
through other comprehensive income are recognised on selement
date with any change in fair value between trade date and selement
date being recognised through other comprehensive income reserve.
ii) Recognition and measurement
Financial assets not carried at fair value through profit or loss are initially
recognised at fair value plus transaction costs. Financial assets carried
at fair value through profit or loss are initially recognised at fair value,
and transaction costs are expensed in the income statement. Financial
assets are derecognised when the rights to receive cash flows from the
investments have expired or have been transferred and the Group has
transferred substantially all risks and rewards of ownership. Interest
income from financial assets carried at amortised cost is included in
finance income using the effective interest rate method. Any gain or
loss arising on derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange gains
and losses. Impairment losses are presented as a separate line item in
the statement of profit or loss.
Gains or losses arising from changes in the fair value of the “financial
assets at fair value through profit or loss” category are presented in the
income statement within administrative expenses in the financial year
in which they arise.
iii) Impairment of financial assets carried at amortised cost
The Group assesses on a forward-looking basis the expected credit
losses associated with its debt instruments carried at amortised cost.
The impairment methodology applied depends on whether there has
been a significant increase in credit risk. For trade receivables, the
Group applies the simplified approach permied by IFRS 9, which
requires expected lifetime losses to be recognised from initial
recognition of the receivables. Further details are provided in note 22.
iv) Derecognition of financial assets
The Group derecognises a financial asset only when the contractual
rights to the cash flows from the asset expire, or when it transfers the
financial asset and substantially all the risks and rewards of ownership
of the asset to another entity. If the Group neither transfers nor retains
substantially all the risks and rewards of ownership and continues to
control the transferred asset, the Group recognises its retained interest
in the asset and an associated liability for amounts it may have to pay.
If the Group retains substantially all the risks and rewards of ownership
of a transferred financial asset, the Group continues to recognise the
financial asset and also recognises a collateralised borrowing for the
proceeds received.
v) Financial liabilities
Financial liabilities are recognised when the Group becomes party to
the contractual provisions of the instrument. The Group derecognises
financial liabilities when the obligation specified in the contract is
discharged, cancelled or expired. The measurement of financial
liabilities depends on their classification, as follows:
a) Financial liabilities measured at fair value through profit or loss
Financial liabilities that meet the definition of being held for trading
are classified as measured at fair value through profit or loss. Such
liabilities are carried on the balance sheet at fair value with gains or
losses recognised in the income statement. Derivatives, other than
those designated as effective hedging instruments, are included in
this category.
b) Financial liabilities measured at amortised cost
All other financial liabilities are initially recognised at fair value, net of
directly aributable transaction costs. For interest-bearing loans and
borrowings, this is typically equivalent to the fair value of the proceeds
received, net of issue costs associated with the borrowing. After initial
recognition, other financial liabilities are subsequently measured at
amortised cost using the effective interest method. Amortised cost is
calculated by taking into account any issue costs and any discount or
premium on selement. Gains and losses arising on the repurchase,
selement or cancellation of liabilities are recognised in finance income
and finance costs respectively.
This category of financial liabilities includes trade and other payables.
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Governance
Financial Statements
2. Material accounting policies
(cont.)
2.7 Financial instruments
(cont.)
vi) Offseing of financial assets and liabilities
Financial assets and liabilities are presented gross in the balance sheet
unless both of the following criteria are met: the Group currently has a
legally enforceable right to offset the recognised amounts, and the
Group intends to either sele on a net basis or realise the asset and
sele the liability simultaneously. A right of offset is the Group’s legal
right to sele an amount payable to a creditor by applying against it an
amount receivable from the same counterparty. The relevant legal
jurisdiction and laws applicable to the relationships between the parties
are considered when assessing whether a legally enforceable right to
offset currently exists.
vii) Current versus non-current classification
The Group classifies assets and liabilities in the statement of financial
position as either current or non-current.
An asset is classified as current when it is:
expected to be realised or intended to be sold or consumed in the
normal operating cycle
held primarily for the purpose of trading
expected to be realised within twelve months after the reporting
period or
cash or cash equivalent unless restricted from being exchanged
or used to sele a liability for at least twelve months after the
reporting period.
All other assets are classified as non-current.
An entity shall classify a liability as current when:
it expects to sele the liability in its normal operating cycle;
it holds the liability primarily for the purpose of trading;
the liability is due to be seled within twelve months after the
reporting period; or
it does not have the right at the end of the reporting period to defer
selement of the liability for at least twelve months after the
reporting period.
The terms of the liability that could, at the option of the counterparty,
result in its selement by the issue of equity instruments do not affect
its classification.
The Group classifies all other liabilities as non-current. Deferred tax
assets and liabilities are classified as non-current assets and liabilities.
2.8 Trade and other receivables
Trade receivables are amounts due from customers for goods sold
or services performed in the ordinary course of business. They are
generally due for selement within 30–90 days and are therefore all
classified as current. Trade receivables are recognised initially at the
amount of consideration that is unconditional, unless they contain
significant financing components, in which case they are recognised
at fair value. The Group holds the trade receivables with the objective
of collecting the contractual cash flows, and so it measures them
subsequently at amortised cost using the effective interest method.
Due to the short-term nature of current receivables, their carrying
amount is considered to be the same as their fair value. Information
about the impairment of trade receivables and the Group’s exposure
to credit risk and foreign currency risk can be found in note 22.
2.9 Inventories
Inventories are stated at the lower of cost and net realisable value. Net
realisable value is the estimated selling price in the ordinary course of
business, less the estimated costs of completion and selling expenses.
In determining the cost of raw materials, consumables and goods
purchased for resale, the weighted average purchase price is used.
The cost of finished goods and work in progress comprises design
costs, raw materials, direct labour, other direct costs and related
production overheads (based on normal operating capacity) but
excludes borrowing costs. For work in progress and finished goods
manufactured by the Group, cost is taken as production cost, which
includes an appropriate proportion of aributable overheads.
2.10 Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term
highly liquid investments with an original maturity of three months or
less, that are readily convertible to a known amount of cash and subject
to an insignificant risk of changes in value.
2.11 Impairment of non-financial assets
The carrying amounts of the Group’s non-financial assets are reviewed
at each statement of financial position date where there is an indication
that the asset may be impaired. If any such indication exists, the asset’s
recoverable amount is estimated (see below).
For goodwill, property, plant and equipment and intangible assets
that have indefinite useful lives or that are not yet available for use,
the recoverable amount is estimated each year at the same time.
An impairment loss is recognised if the carrying amount of an asset
or its related CGU exceeds its estimated recoverable amount.
i) Calculation of recoverable amount
The recoverable amount of an asset or CGU is the greater of its value
in use and its fair value less costs to sell. In assessing value in use,
the estimated future cash flows are discounted to their present value
using a discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset or CGU.
For the purpose of impairment testing, assets that cannot be tested
individually are grouped together into the smallest group of assets
that generates cash inflows from continuing use that are largely
independent of the cash inflows of other assets or CGUs. Subject to an
operating segment ceiling test, for the purposes of goodwill impairment
testing, CGUs to which goodwill has been allocated are aggregated so that
the level at which impairment testing is performed reflects the lowest level
at which goodwill is monitored for internal reporting purposes. Goodwill
acquired in a business combination is allocated to groups of CGUs that are
expected to benefit from the synergies of the combination.
Impairment exists when the carrying value of an asset or CGU exceeds
its recoverable amount, which is the higher of its fair value less costs of
disposal and its value in use. The value in use calculation is based on a
discounted cash flow (DCF) model. The cash flows are based on a value
in use calculation using cash flow projections from forecasts approved
by management. The recoverable amount is sensitive to the discount rate
used for the DCF model as well as the sales volume and cost of sales. The
key assumptions used to determine the recoverable amount for the CGU,
including sensitivity analysis, are disclosed and further explained in note 13.
The Group’s corporate assets do not generate separate cash inflows
and are utilised by more than one CGU. Corporate assets are allocated to
CGUs on a reasonable and consistent basis and tested for impairment as
part of the testing of the CGU to which the corporate asset is allocated.
ii) Impairment losses
Impairment losses are recognised in the income statement. Impairment
losses recognised in respect of CGUs are allocated first to reduce the
carrying amount of any goodwill allocated to the CGU (or group of
CGUs), and then to reduce the carrying amounts of the other assets
in the CGU (or group of CGUs) on a pro rata basis.
iii) Reversal of impairment
An impairment loss in respect of goodwill is not reversed. In respect of
other assets, impairment losses recognised in prior years are assessed
at each reporting date for any indications that the loss has decreased
or no longer exists. An impairment loss is reversed if there has been a
change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation or amortisation, if no impairment
loss had been recognised.
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NOTES
(CONT.)
2. Material accounting policies
(cont.)
2.12 Dividends
Final dividends are recognised as a liability in the financial year in
which they are approved, and the corresponding amount is recognised
directly in equity. Interim dividends are recognised when paid.
2.13 Interest-bearing loans and borrowings
Interest-bearing borrowings are recognised initially at fair value less
aributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost with any
differences between cost and redemption values being recognised
in the income statement over the period of the borrowings on an
effective interest basis, where material. Adherence with loan
covenants is discussed in note 22.
2.14 Employee benefits
i) Defined contribution plans
A defined contribution plan is a pension plan under which the Group
pays fixed contributions into a separate entity. The Group has no legal
or constructive obligations to pay further contributions if the fund does
not hold sufficient assets to pay all employees the benefits relating to
employee service in the current and prior periods. Obligations for
contributions to defined contribution pension plans are recognised
as an expense in the income statement as incurred.
For defined contribution plans, the Group pays contributions to publicly
or privately administered pension insurance plans on a mandatory,
contractual or voluntary basis. The Group has no further payment
obligations once the contributions have been paid. The contributions
are recognised as an employee benefit expense when they are due.
Prepaid contributions are recognised as an asset to the extent that
a cash refund or reduction in future payments is available.
ii) Defined benefit plans
A defined benefit plan is a pension plan that is not a defined
contribution plan. Typically, defined benefit plans define an amount of
pension benefit that an employee will receive on retirement, usually
dependent on one or more factors, such as age, years of service and
compensation.
The liability recognised in the statement of financial position in respect
of defined benefit pension plans is the present value of the defined
benefit obligation at the end of the financial year, less the fair value of
plan assets. The defined benefit obligation is calculated annually by
independent actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by
discounting the estimated future cash outflows using AA credit-rated
bonds that have terms to maturity approximating to the terms of the
related pension obligation.
The current service cost of the defined benefit plan, recognised in
“staff expenses” in the income statement, except where included in the
cost of an asset, reflects the increase in the defined benefit obligation
resulting from service in the current year, benefit changes, curtailments
and selements.
Past service costs are recognised immediately in the income statement.
The net interest cost is calculated by applying the discount rate to the
net balance of the defined benefit obligation and the fair value of plan
assets. This cost is included in finance costs in the income statement.
Actuarial gains and losses arising from experience adjustments and
changes in actuarial assumptions are charged or credited to equity
in other comprehensive income in the year in which they arise.
2.15 Share-based payment transactions
i) Equity-seled transactions
The Company operates a number of equity-seled, share-based
compensation plans, under which the entity receives services from
employees as consideration for equity instruments (share awards)
of the Company. The fair value of the employee services received in
exchange for the grant of the share awards is recognised as an expense.
The total amount of the share award to be valued is determined by
reference to the fair value of the share awards granted:
including any market performance conditions (for example, an
entity’s share price)
excluding the impact of any service and non-market performance
vesting conditions (for example, profitability, sales growth targets and
remaining an employee of the entity over a specified time period)
including the impact of any non-vesting conditions (for example,
the requirement for employees to save or hold shares for a specific
period of time).
Where material, share awards granted since 1 January 2006 with
market-based vesting conditions are valued using the Black-Scholes
model. Per the standard, these have no revisions to original estimates.
At the end of each reporting period, the Company revises its estimates
of the number of share awards that are expected to vest based on the
non-market vesting conditions and service conditions. It recognises
the impact of the revision to original estimates, if any, in the income
statement, with a corresponding adjustment to equity.
In addition, in some circumstances, employees might provide services
in advance of the grant date, and so the grant date fair value is
estimated for the purposes of recognising the expense during the
period between service commencement and grant date.
When the share awards vest or are exercised, the Employee Benefit
Trust (EBT) will normally release the shares to the participant. This may
involve selling all, or a portion of, the shares. The proceeds received
from the sale, net of any directly aributable transaction costs, are
credited to share capital (nominal value) and share premium.
Any social security contributions payable in connection with the grant
of the share awards are considered an integral part of the grant itself,
and the charge will be treated as a cash-seled transaction.
ii) Own shares held by the EBT
Transactions of the EBT are treated as being those of the Group and are
therefore reflected in the financial statements. In particular, the EBT’s
purchase and sale of shares in the Company are debited and credited
directly to equity.
2.16 Trade and other payables
Trade and other payables are obligations to pay for goods or services
that have been acquired in the ordinary course of business from
suppliers.
Trade and other payables are classified as current liabilities if payment
is due within one year or less (or in the normal operating cycle of the
business, if longer). If not, they are presented as non-current liabilities.
Trade and other payables are stated at cost.
Trade and other payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method.
2.17 Borrowing costs
General and specific borrowing costs directly aributable to the
acquisition, construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get ready for
their intended use or sale, are added to the cost of those assets until
such time as the assets are substantially ready for their intended use
or sale.
Investment income earned on the temporary investment of specific
borrowings, pending their expenditure on qualifying assets, is deducted
from the borrowing costs eligible for capitalisation. All other borrowing
costs are recognised in the income statement in the period in which
they are incurred.
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Strategic Report
Governance
Financial Statements
2. Material accounting policies
(cont.)
2.18 Revenue
Revenue comprises the sale of finished goods (foam), trading goods
(equipment) and licence and royalty income. All these revenue streams
are revenues arising from contracts with customers. The recognition
and measurement principles of IFRS 15 are applied as set out below.
Revenue excludes intercompany revenues and value-added taxes and
is stated net of discounts and returns.
i) Sale of finished goods (foam)
Revenue from the sale of foam is recognised when control of the goods
has been transferred to a customer at an amount that reflects the
consideration to which the Group expects to be entitled in exchange for
those goods. This usually occurs when the title passes to the customer,
either on shipment or on receipt of goods by the customer, depending
on agreed trading terms. Payment is due within credit terms which are
consistent with industry practices, with no financing components.
ii) Sale of trading goods (equipment)
Revenue from the sale of equipment is recognised when control of the
goods has been transferred to a customer. This usually occurs when
the title passes to the customer, either on shipment or on receipt of
the goods by the customer, depending on agreed trading terms.
iii) Licence and royalty income
Revenue from usage-based royalties in exchange for a licence of the
Group’s technology is recognised when the performance obligation is
satisfied, which is at the time when the sale or usage occurs. Licence
revenue from contracts, which include a minimum royalty guarantee to
provide use of the Group’s technology, is recognised at a point in time
when the uptake of the minimum royalty becomes unconditional.
Royalty income which does not include a minimum royalty guarantee
is recognised when the usage occurs.
2.19 Leases
The Group leases offices and various equipment. Rental contracts are
typically between two and seven years. Lease terms are negotiated
on an individual basis and contain a wide range of different terms and
conditions. The lease agreements do not impose any covenants, but
leased assets may not be used as security for borrowing purposes.
Leases are recognised as a right-of-use asset and a corresponding
liability at the date at which the leased asset is available for use by
the Group. Each lease payment is allocated between the liability and
finance cost. The finance cost is charged to the income statement over
the lease period to produce a constant periodic rate of interest on the
remaining balance of the liability for each period.
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of
the following lease payments:
fixed payments (including in-substance fixed payments), less any
lease incentives receivable
variable lease payments that are based on an index or a rate
the exercise price of a purchase option if the lessee is reasonably
certain to exercise that option
payments of penalties for terminating the lease, if the lease term
reflects the lessee exercising that option.
The lease payments are discounted using the Group’s incremental
borrowing rate, being the rate that the Group would have to pay to
borrow the funds necessary to obtain an asset on similar economic
terms and conditions. After the commencement date, the amount of
lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition, the carrying value
of lease liabilities is remeasured if there is a modification, a change in
the lease term, a change in the lease payments (e.g. changes to future
payments resulting from a change in an index or rate used to determine
such lease payments) or a change in the assessment of an option to
purchase the underlying asset.
Right-of-use assets are measured at cost comprising the following:
the amount of initial measurement of the lease liability
any lease payments made at or before the commencement date,
less any lease incentives received
any initial direct costs
restoration costs.
Payments associated with short-term leases and leases of low value
are recognised on a straight-line basis as an expense in the income
statement. Short-term leases are leases with a lease term of twelve
months or less. Low-value assets comprise small items of equipment.
2.20 Current and deferred tax
The tax expense for the period comprises current and deferred tax.
Tax is recognised in the income statement except to the extent that it
relates to items recognised directly in other comprehensive income or
directly in equity, in which case it is recognised in other comprehensive
income or directly in equity respectively.
The current tax charge is calculated on the basis of the tax laws
enacted at the statement of financial position date in the countries
where the Group operates and generates taxable income. Management
periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation.
It establishes provisions, where appropriate, on the basis of amounts
expected to be paid to the tax authorities.
Deferred tax is recognised on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in
the financial statements. However, deferred tax liabilities are not
recognised if they arise from the initial recognition of goodwill; deferred
tax is not accounted for if it arises from the initial recognition of an asset
or liability in a transaction other than a business combination that, at
the time of the transaction, affects neither accounting nor taxable
profit or loss. Deferred tax is determined using tax rates (and laws)
that have been enacted or substantively enacted by the statement
of financial position date and are expected to apply when the related
deferred tax asset is realised, or the deferred tax liability is seled.
Deferred tax assets are recognised only to the extent that it is probable
that future taxable profit will be available against which the temporary
differences can be utilised.
Deferred tax liabilities are provided on taxable temporary differences
arising from investments in subsidiaries and joint arrangements, except
for any deferred tax liability where the timing of the reversal of the
temporary difference is controlled by the Group and it is probable that
the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised on deductible temporary
differences arising from investments in subsidiaries and joint
arrangements only to the extent that it is probable that the temporary
difference will reverse in the future and there is sufficient taxable
profit available, against which the temporary difference can be utilised.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax
liabilities and when the deferred tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the same
taxable entity or different taxable entities and there is an intention to
sele the balances on a net basis.
2.21 Share capital
Ordinary shares are classified as equity. Incremental costs directly
aributable to the issue of new ordinary shares or options are shown
in equity as a deduction, net of tax, from the proceeds.
Where any Group company purchases the Company’s equity share
capital (treasury shares), the consideration paid, including any directly
aributable incremental costs (net of income tax), is deducted from
equity aributable to the Company’s equity holders until the shares are
cancelled or reissued. Where such ordinary shares are subsequently
reissued, any consideration received, net of any directly aributable
incremental transaction costs and the related income tax effects, is
included in equity aributable to the Company’s equity holders.
Zotefoams plc
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NOTES
(CONT.)
2. Material accounting policies
(cont.)
2.22 Exceptional items
Exceptional items are disclosed separately in the financial statements
where it is necessary to do so to provide further understanding of the
financial performance of the Group. These are items that are material,
because of either their size or their nature, or that are non-recurring,
and are presented within the line items to which they best relate.
2.23 Provisions
A provision is recognised if, as the result of a past event or decision,
there is a present legal obligation that can be measured reliably and
it is probable that an outflow of economic benefits will be required to
sele the obligation. Such obligations could arise from a decision to
restructure or close a line of business.
The amount recognised as a provision is the best estimate of the
consideration required to sele the present obligation at the reporting
date, taking into account the risks and uncertainties surrounding the
obligation. Where a provision is measured using the cash flows
estimated to sele the present obligation, its carrying amount is the
present value of those cash flows.
2.24 New standards and interpretations
The Group applied for the first time certain standards and amendments,
which are effective for annual periods beginning on or after 1 January 2024
(unless otherwise stated). The Group has not early-adopted any other
standard, interpretation or amendment that has been issued but is not
yet effective.
Amendments to IFRS 16 – “Lease Liability in a Sale and Leaseback”
The amendments in IFRS 16 specify the requirements that a seller-
lessee uses in measuring the lease liability arising in a sale and
leaseback transaction, to ensure the seller-lessee does not recognise
any amount of the gain or loss that relates to the right of use it retains.
The amendments had no impact on the Group’s financial statements.
Amendments to IAS 1 – “Classification of Liabilities as Current
or Non-current”
The amendments to IAS 1 specify the requirements for classifying
liabilities as current or non-current. The amendments clarify:
what is meant by a right to defer selement
that a right to defer must exist at the end of the reporting period
that classification is unaffected by the likelihood that an entity will
exercise its deferral right
that only if an embedded derivative in a convertible liability is
itself an equity instrument would the terms of a liability not impact
its classification.
In addition, an entity is required to disclose when a liability arising from
a loan agreement is classified as non-current and the entity’s right to
defer selement is contingent on compliance with future covenants
within twelve months.
The amendments had no impact on the Group’s financial statements.
Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7
The amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial
Instruments: Disclosures” clarify the characteristics of supplier finance
arrangements and require additional disclosure of such arrangements.
The disclosure requirements in the amendments are intended to assist
users of financial statements in understanding the effects of supplier
finance arrangements on an entity’s liabilities, cash flows and exposure
to liquidity risk.
The amendments had no impact on the Group’s financial statements.
Standards issued but not yet effective
The new and amended standards and interpretations that have been
issued, but not yet effective, up to the date of issuance of the Group’s
financial statements are disclosed below. The Group intends to adopt
these new and amended standards and interpretations, if applicable,
when they become effective.
Amendments to the classification and Measurement of
Financial Instruments
In May 2024 the IASB issued amendments to IFRS 9 Financial Instruments
and IFRS 7 Financial Instruments: Disclosures in relation to seling financial
liabilities using an electronic payment system and assessing contractual
cash flow characteristics of financial assets. The amendments also affect
disclosure requirements for financial instruments with contingent
features that do not relate directly to basic lending risks and costs.
The amendments will be effective for annual reporting periods beginning
on or after 1 January 2026. Early adoption is permied, but will need to be
disclosed. An entity shall apply the amendments retrospectively.
The amendments are not expected to have a material impact on the
Group’s financial statements.
Lack of exchangeability – Amendments to IAS 21
In August 2023, the International Accounting Standards Board (IASB)
issued amendments to IAS 21 “The Effects of Changes in Foreign
Exchange Rates” to specify how an entity should assess whether a
currency is exchangeable and how it should determine a spot exchange
rate when exchangeability is lacking. The amendments also require
disclosure of information that enables users of its financial statements
to understand how the currency not being exchangeable into the other
currency affects, or is expected to affect, the entity’s financial
performance, financial position and cash flows.
The amendments will be effective for annual reporting periods
beginning on or after 1 January 2025. Early adoption is permied, but
will need to be disclosed. When applying the amendments, an entity
cannot restate comparative information.
The amendments are not expected to have a material impact on the
Group’s financial statements.
IFRS 18 “Presentation and Disclosure in Financial Statements”
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 “Presentation
of Financial Statements”. IFRS 18 introduces new requirements for
presentation within the statement of profit or loss, including specified
totals and subtotals. Furthermore, entities are required to classify all
income and expenses within the statement of profit or loss into one
of five categories: operating, investing, financing, income taxes and
discontinued operations, the first three of which are new.
It also requires disclosure of management-defined performance measures,
subtotals of income and expenses, and includes new requirements for
the aggregation and disaggregation of financial information based on the
identified roles of the primary financial statements (PFS) and the notes.
In addition, narrow-scope amendments have been made to IAS 7
Statement of Cash Flows, which include changing the starting point for
determining cash flows from operations under the indirect method, from
“profit or loss” to “operating profit or loss”, and removing the optionality
around classification of cash flows from dividends and interest. In addition,
there are consequential amendments to several other standards.
IFRS 18, and the amendments to the other standards, are effective for
reporting periods beginning on or after 1 January 2027, but earlier adoption
is permied and must be disclosed. IFRS 18 will apply retrospectively.
The Group is currently working to identify all impacts the amendments
will have on the primary financial statements and notes to the financial
statements.
IFRS 19 Subsidiaries without Public Accountability: Disclosures
In May 2024, the IASB issued IFRS 19, which allows eligible entities to
elect to apply its reduced disclosure requirements while still applying
the recognition, measurement and presentation requirements in other
IFRS accounting standards. To be eligible, at the end of the reporting
period, an entity must be a subsidiary as defined in IFRS 10, cannot have
public accountability and must have a parent (ultimate or intermediate)
that prepares consolidated financial statements, available for public
use, which comply with IFRS accounting standards.
IFRS 19 will become effective for reporting periods beginning on or after
1 January 2027, with early adoption permied.
As the Group is listed, it is not eligible to elect to apply IFRS 19.
Zotefoams plc
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Financial Statements
3. Segment reporting
The Group’s operating segments are reported in a manner consistent with the internal reporting provided to and regularly reviewed by the
Group Chief Executive Officer, Ronan Cox, who is considered to be the “chief operating decision maker” for the purpose of evaluating segment
performance and allocating resources. The Group Chief Executive Officer primarily uses a measure of profit for the year (before exceptional items)
to assess the performance of the operating segments.
The Group manufactures and sells high-performance foams and licenses related technology for specialist markets worldwide. The Group’s
activities are categorised as follows:
Polyolefin Foams: these foams are made from olefinic homopolymer and copolymer resin. The most common resin used is polyethylene.
High-Performance Products (HPP): these foams exhibit high performance on certain key properties, such as improved chemical, flammability,
temperature or energy management performance. Revenue in the segment is currently mainly derived from products manufactured from three
main polymer types: polyvinylidene fluoride (PVDF) fluoropolymer, polyamide
(nylon) and thermoplastic elastomers. Foams are sold under the
brand name ZOTEK
®
, while technical insulation products manufactured from certain materials are branded as T-FIT
®
.
MuCell Extrusion LLC (MEL): licenses microcellular foam technology and sells related machinery. It was developing a fully circular solution for
mono-material barrier packaging, which it has branded ReZorce
®
; however, at the end of 2024, this line of business was wound down and will not
be a separate segment in future years. The exceptional items recognised in this segment represent the impairment of the associated assets and
closure costs (see note 4).
   
 
Polyolefin Foams
HPP
MEL
Consolidated
 
2024
2023
2024
2023
2024
2023
2024
2023
 
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Group revenue
66,929
67,596
79,642
58,132
1,220
1,247
147,791
126,975
Segment profit/(loss) pre-amortisation of acquired intangibles
5,428
7,455
21,459
15,418
(4,636)
(4,098)
22,251
18,775
Amortisation of acquired intangible assets
(255)
(257)
(255)
(257)
Exceptional costs of closure of business
(15,178)
(15,178)
Segment profit/(loss)
5,428
7,455
21,459
15,418
(20,069)
(4,355)
6,818
18,518
Foreign exchange losses
(43)
754
(296)
Unallocated central costs
(4,620)
(3,087)
Operating profit
           
2,952
15,135
Financing costs
(3,147)
(2,540)
Financing income
274
191
Share of profit from joint venture
74
54
74
54
Taxation
(2,908)
(3,598)
(Loss)/profit for the year
           
(2,755)
9,242
Segment assets
105,095
110,374
59,641
50,456
2,232
14,344
166,968
175,174
Unallocated assets
7,781
435
Total assets
           
174,749
175,609
Segment liabilities
(29,054)
(37,631)
(21,218)
(14,363)
(2,677)
(1,504)
(52,949)
(53,498)
Unallocated liabilities
(12,443)
(6,348)
Total liabilities
           
(65,392)
(59,846)
Depreciation of PPE
5,083
5,189
1,428
1,122
560
532
7,071
6,843
Depreciation of right-of-use assets
401
422
153
92
294
204
848
718
Unallocated depreciation of right-of-use assets
517
Amortisation
151
223
90
101
306
332
547
656
Capital expenditure:
               
Property, plant and equipment
7,931
4,619
904
1,421
1,266
343
10,101
6,383
Intangible assets
60
118
37
56
3,140
2,565
3,237
2,739
Unallocated assets are made up of deferred tax assets, £548k (2023: £435k), and intangible right-of-use assets, £7,233k (2023: £Nil) representing
Zotefoams’ right to use the licensed technology from Shincell. Unallocated liabilities are made up of corporation tax £757k (2023: £1,078k), deferred
tax liabilities £5,103k (2023: £5,270k) and the lease liability in respect of licensed technology, £6,583k (2023: £Nil).
Segment profit/(loss) is made up of operating profit/(loss) before exceptional items, foreign exchange gains/(losses) and unallocated central costs.
Unallocated central costs are not directly aributable to, or cannot be allocated to, a segment. Hedging gains/(losses) are not allocated to a
segment but are instead recorded under unallocated central costs.
Segment profit/(loss) pre-amortisation of acquired intangibles only excludes amortisation on acquired intangible assets.
Zotefoams plc
124
Annual Report 2024
NOTES
(CONT.)
3. Segment reporting
(cont.)
Geographical segments
Polyolefin Foams, HPP and MEL are managed on a worldwide basis but operate from UK, USA, European and Asian locations. In presenting
information on the basis of geographical segments, segmental revenue is based on the geographical location of customers. Segment assets are
based on the geographical location of assets.
   
 
United
Continental
North
Rest of
 
 
Kingdom
Europe
America
the world
Total
 
£’000
£’000
£’000
£’000
£’000
For the year ended 31 December 2024
         
Group revenue from external customers
12,740
30,475
28,696
75,880
147,791
Non-current assets
49,727
18,498
33,176
525
101,926
Capital expenditure – PPE
2,212
1,873
6,011
4
10,101
For the year ended 31 December 2023
         
Group revenue from external customers
11,879
32,514
27,195
55,387
126,975
Non-current assets
42,745
19,815
39,697
246
102,503
Capital expenditure – PPE
4,393
524
1,464
2
6,383
Non-current assets do not include deferred tax assets or investments in joint ventures.
Major customer
Revenue from one customer located in ‘Rest of the world’ contributed £66,133k to the Group’s revenue (2023: one customer located in ‘Rest of the
world’ contributed £45,294k to the Group’s revenue).
Analysis of revenue by category
Breakdown of revenues by products and services for the Group:
   
 
2024
2023
 
£’000
£’000
Sale of foam
146,571
125,729
Licence and royalty income
876
893
Sale of equipment
344
353
Group revenue
147,791
126,975
4. Exceptional items
Closure of the MuCell Extrusion business
On 18 December 2024, the Group decided to pause its investment in the MuCell Extrusion business (MEL) and focus all of the Group’s resources on
the near-term opportunities in the core supercritical fluid foams businesses. The intellectual property and know-how associated with MEL is well
protected and will be retained by the Group in order to preserve its ability to realise the value of this unique technology, should market conditions
become more favourable. A process to wind down the operations of MEL began on that date. This includes both the operations of MuCell Extrusion
LLC in the USA and the development activity related to Zotefoams Denmark ApS in Denmark.
The exit from these activities is expected to reduce ongoing Group overheads and will allow resources to be re-deployed into the foams businesses.
Since the future value of the know-how has now become uncertain, this has resulted in an impairment of the carrying value of associated assets
of £13,797k, consisting of £2,157k of PPE, £2,386k of goodwill and £9,254k of other intangible assets. Of this, £1,271k (2023: £656k) of PPE and £3,213k
(2023: £2,512k) of intangible assets were capitalised in the year. The impairment reduces all intangible assets associated with MEL to zero and the
PPE to £689k, representing assets which will be sold or utilised elsewhere in the Group. There were also one-off closure costs of £1,381k which have
been fully provided for. The total cost has been shown as an exceptional item of £15,178k in the income statement, forming part of operating profit.
These costs have been classified as an exceptional item as they are one-off costs related to the wind-down of the MEL business unit. For this
reason it is being disclosed as a separate line item in the income statement.
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Financial Statements
4. Exceptional items
(cont.)
Closure of the MuCell Extrusion business
(cont.)
The income statement for the discontinued MEL business was as follows:
   
 
2024
2023
 
£’000
£’000
Revenue
1,220
1,247
Cost of sales
(3,139)
(2,629)
Gross loss
(1,919)
(1,382)
Distribution costs
(589)
(596)
Administrative expenses
(2,426)
(2,443)
Exceptional costs of closure of business
(15,178)
Operating loss
(20,112)
(4,421)
Finance costs*
(1,442)
(1,068)
Loss before income tax
(21,554)
(5,489)
Income tax expense
(35)
Loss for the year
(21,589)
(5,489)
*
Finance costs represent £1,435k (2023: £1,056k) of intercompany interest charges which eliminate on consolidation and £7k (2023: £12k) of third party interest payable.
5. Expenses by nature
   
 
2024
2023
 
£’000
£’000
Included in (loss)/profit for the year are:
   
Changes in inventories of finished goods and work in progress
(1,774)
4,713
Changes in raw materials and consumables used
1,897
1,053
Inventory write-down
2,102
215
Employee benefits expenses
36,245
33,204
Operating lease charges (note 12)
221
386
Amortisation (note 13)
547
656
Depreciation of PPE and right-of-use assets (note 11 and note 12)
8,436
7,561
Disposal of assets
28
4
Research and development costs qualified for tax relief expensed
1,400
821
Development costs capitalised (note 13)
(2,859)
(2,244)
Net exchange losses
(754)
296
External Auditor’s remuneration:
Group: fees payable to the Group’s External Auditor for the audit of the Company and consolidated
financial statements
   
PKF Lilejohn LLP
245
235
Fees payable to the External Auditor in respect of other services:
   
Audit-related assurance services
15
22
Total cost of sales, distribution costs and administrative expenses
129,661
111,840
Zotefoams plc
126
Annual Report 2024
NOTES
(CONT.)
6. Staff numbers and expenses
The monthly average number of people employed by the Group and Company (including Executive Directors) during the year, analysed by category,
was as follows:
   
 
Number of employees
 
Group
Company
 
2024
2023
2024
2023
Production
309
285
170
167
Maintenance
44
40
27
25
Distribution and marketing
79
77
40
41
Administration and technical
137
134
96
89
 
569
536
333
322
The aggregate payroll costs of these people were as follows:
   
 
Group
Company
 
2024
2023
2024
2023
 
£’000
£’000
£’000
£’000
Wages and salaries*
29,529
26,882
18,449
17,139
Social security costs*
3,843
3,409
2,017
1,716
Share options granted to Directors and employees (note 25)
1,077
1,335
1,077
1,335
Pension costs, including past service costs
1,795
1,578
1,238
1,025
 
36,244
33,204
22,781
21,215
* Net of directly aributable costs capitalised
666
911
250
291
Details of aggregate Directors’ emoluments are provided below:
   
 
2024
2023
 
£’000
£’000
Aggregate emoluments
1,408
1,333
Social Security costs paid by the Company*
200
146
Aggregate gains made on exercise of share options
32
73
Aggregate amounts receivable under long-term incentive schemes
656
423
Company contribution to defined contribution pension scheme
67
53
 
2,363
2,028
*
Prior year restated to include social security costs which were previously omied.
Further details of Directors’ emoluments, including details of the highest-paid Director, are included in the Directors’ Remuneration report on
pages 84 to 97.
7. Finance income and costs
Finance income
   
 
2024
2023
 
£’000
£’000
Interest income
274
191
Finance costs
   
 
2024
2023
 
£’000
£’000
Interest on borrowings
2,738
2,328
Interest on lease liabilities
411
75
Interest capitalised
(105)
Finance costs expensed
3,044
2,403
Interest on defined benefit pension obligation (note 24)
103
137
 
3,147
2,540
Zotefoams plc
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Governance
Financial Statements
8. Income tax expense
2024
2023
£’000
£’000
UK corporation tax
2,485
2,051
Overseas tax
(387)
632
Adjustment for tax for prior years
431
81
Total current tax
2,529
2,764
Deferred tax
379
834
Income tax expense
2,908
3,598
Factors affecting the tax charge
The weighted average applicable tax rate for the Group is 20.1% (2023: 24.8%). The main elements of the income tax expense are as follows:
2024
2023
£’000
£’000
Tax reconciliation
Profit before tax
153
12,839
Tax at the UK tax rate of 25% (2023: 23.5%)
38
3,019
Effects of:
Expenses not deductible for tax purposes
359
271
(Utilisation of) tax losses for which no deferred income tax asset recognised
4,026
518
Effect of different overseas tax rates
695
72
Changes in tax rates
7
Capital allowance super-deductions
(13)
Recognition of share-based payments and related assets
246
Special Economic Zone Relief
(264)
(375)
Other differences
18
Adjustments to prior year UK corporation tax charge
(555)
81
Impairments booked in subsidiaries
(1,637)
2,908
3,598
The main rate of UK corporation tax substantively enacted for the whole period was 25% (2023: 23.5%). The prior year was a blended rate reflecting
the increase from 19% to 25% on 1 April 2023, a change which was substantively enacted on 10 June 2021. The applicable tax rate has increased to
25% to reflect the rate of corporation tax in the UK for the full year.
The deferred taxation balances have been measured at the 25% rate. The government’s Corporate Tax Roadmap commits to capping corporation
tax at 25% for the remainder of this parliament, i.e. until 2029.
The Group has not identified any uncertain tax positions as at 31 December 2024 (2023: none).
Zotefoams plc
128
Annual Report 2024
NOTES
(CONT.)
9. Dividends and earnings per share
 
2024
2023
 
£’000
£’000
Prior year final dividend of 4.90p (2023: 4.62p) per 5.0p ordinary share
2,383
2,243
Interim dividend of 2.38p (2023: 2.28p) per 5.0p ordinary share
1,159
1,107
Dividends paid during the year
3,542
3,350
The proposed final dividend for the year ended 31 December 2024 of 5.10p per share (2023: 4.90p) is subject to approval by shareholders at the AGM
and has not been recognised as a liability in these financial statements. The proposed dividend would amount to £2,491k if paid to all shareholders
on the Company register at the close of business on 31 December 2024.
Earnings per ordinary share
Earnings per ordinary share is calculated by dividing the consolidated loss after tax aributable to equity holders of the Company of £2,755k
(2023: £9,242k profit) by the weighted average number of shares in issue during the year and excluding own shares held by the EBT which are
administered by independent trustees. The number of shares held in the trust at 31 December 2024 was 133,573 (2023: 244,286). The distribution of
shares from the trust is at the discretion of the trustees. Diluted earnings per ordinary share adjusts for the potential dilutive effect of share option
schemes in accordance with IAS 33 “Earnings per Share”.
 
2024
2023
Weighted average number of ordinary shares in issue
48,669,691
48,643,755
Adjustments for share options
1,361,985
1,161,180
Diluted number of ordinary shares issued
50,031,676
49,804,935
10. Investment in joint venture
During 2013, the Group entered into joint-venture arrangements with INOAC Corporation. As a result, the Group has a 50% interest in Azote
Asia Limited (a private company incorporated in Hong Kong). Azote Asia Limited commenced trading in 2014 and is the exclusive distributor of
Zotefoams’ AZOTE® products in the Far East. The registered address and principal place of business is 1318-22, Park
-In Commercial Centre,
56 Dundas Street, Kowloon. As at the end of the year, there were no contingent liabilities or commitments relating to the Group’s interest in
the joint venture.
The joint venture has share capital consisting solely of ordinary shares which are held directly by the Group. Azote Asia Limited is a private company
and there is no quoted market price available for its shares.
Set out below is the summarised financial information for Azote Asia Limited, which is accounted for using the equity method.
Summarised statement of financial position:
 
As at 31 December
 
2024
2023
 
£’000
£’000
Cash and cash equivalents
684
721
Other assets (excluding cash)
1,201
770
Total assets
1,885
1,491
Financial liabilities (excluding trade payables)
(62)
Other current liabilities (including trade payables)
(1,324)
(1,016)
Total liabilities
(1,324)
(1,078)
Net assets
561
413
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Governance
Financial Statements
10. Investment in joint venture
(cont.)
Summarised statement of comprehensive income:
   
 
2024
2023
 
£’000
£’000
Revenue
3,811
3,533
Finance costs
6
5
Profit before tax
141
108
Income tax expense
Profit after tax
141
108
Other comprehensive income
7
Total comprehensive income
148
108
Dividend received from joint venture
The information above reflects the amounts presented in the financial statements of the joint venture. There are no material differences in
accounting policies between the Group and the joint venture.
A reconciliation of the summarised financial information presented to the carrying amount of the interest in the joint venture is provided below:
   
 
2024
2023
 
£’000
£’000
Opening net assets
413
305
Profit for the year
148
108
Closing net assets
561
413
Interest in joint venture at 50%
281
207
   
 
2024
2023
 
£’000
£’000
Information of the joint venture
   
Carrying value at 1 January
207
153
Share of profit for the year
74
54
Carrying value at 31 December
281
207
Zotefoams plc
130
Annual Report 2024
NOTES
(CONT.)
11. Property, plant and equipment
Group
   
 
Land and
Plant and
Fixtures and
Under
 
 
buildings
equipment
fiings
construction
Total
 
£’000
£’000
£’000
£’000
£’000
Cost
         
At 1 January 2023
47,398
118,591
3,562
3,048
172,599
Additions
8
77
93
6,205
6,383
Disposals
(941)
(194)
(44)
(1,179)
Effect of movement in foreign exchange
(793)
(2,451)
(73)
(91)
(3,408)
At 31 December 2023
46,613
115,276
3,388
9,118
174,395
At 1 January 2024
46,613
115,276
3,388
9,118
174,395
Additions
26
26
18
10,031
10,101
Disposals
(148)
(9)
(157)
Transfers
1,852
7,669
450
(9,977)
(6)
Effect of movement in foreign exchange
(477)
177
(11)
83
(228)
At 31 December 2024
48,014
123,000
3,836
9,255
184,105
Accumulated depreciation
         
At 1 January 2023
15,653
59,919
2,732
78,304
Depreciation charge
1,737
4,862
244
6,843
Disposals
(984)
(191)
(1,175)
Effect of movement in foreign exchange
(331)
(925)
(64)
(1,320)
At 31 December 2023
17,059
62,872
2,721
82,652
At 1 January 2024
17,059
62,872
2,721
82,652
Depreciation charge
1,597
5,155
319
7,071
Impairment
6
1,186
53
856
2,101
Disposals
(74)
(8)
(82)
Transfers
1
(14)
13
Effect of movement in foreign exchange
37
223
11
4
275
At 31 December 2024
18,700
69,348
3,109
860
92,017
Net book value
         
At 1 January 2023
31,745
58,672
830
3,048
94,295
At 31 December 2023 and 1 January 2024
29,554
52,404
667
9,118
91,743
At 31 December 2024
29,314
53,652
727
8,395
92,088
Depreciation is included in cost of sales in the income statement.
Bank borrowings are secured on property, plant and equipment. Refer to note 19 for details.
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Governance
Financial Statements
11. Property, plant and equipment
(cont.)
Company
   
 
Land and
Plant and
Fixtures and
Under
 
 
buildings
equipment
fiings
construction
Total
 
£’000
£’000
£’000
£’000
£’000
Cost
         
At 1 January 2023
24,335
67,231
2,131
1,442
95,139
Additions
13
3
4,376
4,392
Disposals
(988)
(191)
(1,179)
Transfers
983
802
176
(1,961)
At 31 December 2023
25,318
67,058
2,119
3,857
98,352
At 1 January 2024
25,318
67,058
2,119
3,857
98,352
Additions
10
20
2,173
2,203
Disposals
(19)
(2)
(21)
Transfers
230
5,026
112
(5,368)
At 31 December 2024
25,539
72,104
2,229
662
100,534
Accumulated depreciation
         
At 1 January 2023
9,191
43,497
1,613
54,301
Depreciation charge
1,160
1,905
134
3,199
Disposals
(984)
(191)
(1,175)
At 31 December 2023
10,351
44,418
1,556
56,325
At 1 January 2024
10,351
44,418
1,556
56,325
Depreciation charge
875
2,274
166
3,315
Disposals
(19)
(1)
(20)
Transfers
(11)
11
At 31 December 2024
11,207
46,681
1,732
59,620
Net book value
         
At 1 January 2023
15,144
23,734
518
1,442
40,838
At 31 December 2023 and 1 January 2024
14,967
22,640
563
3,857
42,027
At 31 December 2024
14,332
25,423
497
662
40,914
Depreciation is included in cost of sales in the income statement.
Bank borrowings are secured on property, plant and equipment. Refer to note 19 for details.
Zotefoams plc
132
Annual Report 2024
NOTES
(CONT.)
12. Leases
(i) Amounts recognised in the statement of financial position relating to leases:
Right-of-use assets
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Property
809
940
Equipment
1,344
332
1,162
143
Licences
7,233
7,233
9,386
1,272
8,395
143
Lease liabilities
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Lease liability falls due within 1 year
2,134
507
1,654
101
Lease liability falls due within 1–3 years
4,203
797
3,631
39
Lease liability falls due in more than 3 years
2,618
30
2,477
7
8,955
1,334
7,762
147
Additions
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Property
395
782
Equipment
1,396
316
1,298
77
Licence*
7,749
7,749
9,540
1,098
9,047
77
*
The licence represents the economic benefits derived from using the Shincell licensed technology, while the corresponding lease liability reflects the obligation to make the lease payments
over the term of the agreement. The lease liability was initially measured as £8.8m, this being the present value of the licence fee payments, discounted using an incremental borrowing rate
of 6%, and is subsequently adjusted for interest and lease payments made. The right-of-use asset was initially measured at the same value as the liability and is subsequently being amortised
over the estimated useful life of 10 years.
(ii) Amounts recognised in the income statement relating to leases:
Depreciation/amortisation of right-of-use assets
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Property
472
361
Equipment
376
357
280
282
Licences
517
517
1,365
718
797
282
Other items expensed to the income statement and cash flows
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Impairment of right-of-use-assets
56
Interest expenses (included in finance costs)
411
76
336
7
Expense relating to short-term leases (included in cost of sales
and administrative expenses)
118
386
118
295
Expense relating to leases of low-value assets that are not shown above
as short-term leases (included in administrative expenses)
103
27
75
27
The total cash outflow for leases
2,335
753
1,639
283
Zotefoams plc
133
Annual Report 2024
Strategic Report
Governance
Financial Statements
13. Intangible assets
Group
Marketing
Customer
Technology
Software
Capitalised
related
related
related
related
Goodwill
development
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Cost
At 1 January 2023
264
414
6,412
3,934
2,529
2,685
16,238
Additions
321
174
2,244
2,739
Transfer
14
(14)
Effect of movement in foreign exchange
(14)
(16)
(329)
(2)
(130)
(160)
(651)
At 31 December 2023
250
398
6,404
4,120
2,399
4,755
18,326
At 1 January 2024
250
398
6,404
4,120
2,399
4,755
18,326
Additions
300
88
2,849
3,237
Transfer
6
6
Effect of movement in foreign exchange
3
4
82
(7)
32
111
225
At 31 December 2024
253
402
6,786
4,207
2,431
7,715
21,794
Accumulated amortisation
At 1 January 2023
264
414
3,846
3,633
307
8,464
Charge for the year
323
154
179
656
Transfer
14
(14)
Effect of movement in foreign exchange
(14)
(16)
(182)
(212)
At 31 December 2023
250
398
3,987
3,801
472
8,908
At 1 January 2024
250
398
3,987
3,801
472
8,908
Charge for the year
333
124
90
547
Impairment (note 4)
2,378
2,386
6,876
11,640
Transfer
(156)
156
Effect of movement in foreign exchange
3
4
88
45
121
261
At 31 December 2024
253
402
6,786
3,769
2,431
7,715
21,356
Net book value
At 1 January 2023
2,566
301
2,529
2,378
7,774
At 31 December 2023 and 1 January 2024
2,417
319
2,399
4,283
9,418
At 31 December 2024
438
438
Amortisation is included in cost of sales in the income statement.
Zotefoams plc
134
Annual Report 2024
NOTES
(CONT.)
13. Intangible assets
(cont.)
Company
Customer
Software
Capitalised
related
related
development
Total
£’000
£’000
£’000
£’000
Cost
At 1 January 2023
121
3,816
732
4,669
Additions
174
174
Transfers
14
(14)
At 31 December 2023
121
4,004
718
4,843
At 1 January 2024
121
4,004
718
4,843
Additions
88
88
At 31 December 2024
121
4,092
718
4,931
Accumulated amortisation
At 1 January 2023
121
3,600
307
4,028
Charge for the year
132
179
311
Transfers
14
(14)
At 31 December 2023
121
3,746
472
4,339
At 1 January 2024
121
3,746
472
4,339
Charge for the year
98
90
188
Transfers
(156)
156
At 31 December 2024
121
3,688
718
4,527
Net book value
At 1 January 2023
216
425
641
At 31 December 2023 and 1 January 2024
258
246
504
At 31 December 2024
404
404
14. Investment in subsidiaries
Company
2024
2023
£’000
£’000
Shares in Group undertakings – at cost
30,822
30,822
Zotefoams plc
135
Annual Report 2024
Strategic Report
Governance
Financial Statements
14. Investment in subsidiaries
(cont.)
The following is a complete list of the subsidiary undertakings of the Company:
Registered office
Ownership
Incorporated in:
Zotefoams International Limited
675 Mitcham Road, Croydon CR9 3AL
100%
Great Britain
Zotefoams Pension Trustees Limited
675 Mitcham Road, Croydon CR9 3AL
100%
Great Britain
Zotefoams Inc (indirectly owned)
Corporation Trust Center, 1209 Orange Street, Wilmington,
100%
USA
New Castle, Delaware
Zotefoams Midwest LLC (indirectly owned)
Corporation Trust Center, 1209 Orange Street, Wilmington,
100%
USA
New Castle, Delaware
MuCell Extrusion LLC (indirectly owned)
Corporation Trust Center, 1209 Orange Street, Wilmington,
100%
USA
New Castle, Delaware
Zotefoams Operations Limited (indirectly owned)
675 Mitcham Road, Croydon CR9 3AL
100%
Great Britain
Zotefoams Technology Limited (indirectly owned)
675 Mitcham Road, Croydon CR9 3AL
100%
Great Britain
KZ Trading and Investment Limited (indirectly owned)
15/F OTB Building, 160 Gloucester Road, Hong Kong
100%
Hong Kong
Zotefoams T-FIT Material Technology (Kunshan)
181 Huanlou Road, Kunshan, Jiangsu
100%
China
Limited (indirectly owned)
Zotefoams France SAS (indirectly owned)
29 Boulevard Albert Einstein, Nantes
100%
France
Zotefoams Poland Sp. z.o.o. (indirectly owned)
ul. Grzybowska 2/29, 00-131, Warszawa
100%
Poland
T-FIT Insulation Solutions India Private Limited
412-415, 2nd Floor, Nimai Tower, Udyog Vihar,
100%
India
(indirectly owned)
Phase-IV, Gurgaon, Haryana-122015
Zotefoams Denmark ApS (indirectly owned)
Niels Bohrs Vej 36, 8660 Skanderborg
100%
Denmark
The principal activities of the subsidiary undertakings are as follows:
Zotefoams International Limited is a holding company. Zotefoams Pension Trustees Limited and Zotefoams Technology Limited are currently
inactive. Zotefoams Inc is a wholly owned subsidiary of Zotefoams International Limited and purchases, manufactures and distributes cross-linked
block foams. Zotefoams Midwest LLC, a wholly owned subsidiary of Zotefoams Inc, is a trading company with operations in Oklahoma, USA and
supplies specialist materials, based on AZOTE foams, for the construction industry. MuCell Extrusion LLC, a wholly owned subsidiary of Zotefoams
Inc, holds and develops microcellular foam technology which it licenses to customers and is also developing a mono-material barrier packaging
solution branded ReZorce. Zotefoams Operations Limited, a wholly owned subsidiary of Zotefoams International Limited, is a trading company and
distributes T-FIT technical insulation products. KZ Trading and Investment Limited, a wholly owned subsidiary of Zotefoams International Limited,
is a holding and trading company for Zotefoams T-FIT Material Technology (Kunshan) Limited (previously known as Kunshan Zotek King Lai Limited),
which is a trading company based in Kunshan, China, processing Zotefoams foams into T-FIT technical insulation products and distributing them.
Zotefoams France SAS, a wholly owned subsidiary of Zotefoams International Limited, did not engage in any trading activities in 2024. Zotefoams
Poland Sp. z.o.o. is a wholly owned subsidiary of Zotefoams International Limited which purchases, manufactures and distributes cross-linked block
foams. T-FIT Insulation Solutions India Private Limited, majority owned by Zotefoams International Limited with a 1% shareholding held by Zotefoams
Operations Limited in line with local legislation, distributes T-FIT technical insulation products. Zotefoams Denmark ApS Limited is a wholly owned
subsidiary of Zotefoams International and engaged in no trading activities during 2024. In the opinion of the Directors, the investments in the
Company’s subsidiary undertakings are worth at least the amount at which they are stated in the statement of financial position.
Zotefoams plc Employee Benefit Trust (EBT) is a wholly owned entity with its registered office JTC House, 28 Esplanade, St Helier, Jersey, Channel
Islands, JE2 3QA. The EBT releases shares in the Company when share awards vest or are exercised.
Zotefoams International Limited, Zotefoams Technology Limited and Zotefoams Operations Limited are relying upon the exemption from audit of
individual financial statements as permied by Section 479A of the Companies Act 2006. All outstanding liabilities as at 31 December 2024 of these
companies have been guaranteed by the Company and no liability is expected to arise under this guarantee.
Zotefoams plc
136
Annual Report 2024
NOTES
(CONT.)
15. Inventories
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Raw materials and consumables
16,114
14,217
13,202
10,454
Work in progress
10,651
11,580
7,003
8,912
Finished goods
7,737
8,583
4,628
4,038
Provision for impairment losses
(4,578)
(2,476)
(1,518)
(788)
29,924
31,904
23,315
22,616
In 2024, the value of inventory recognised by the Group as an expense in cost of goods sold was £62,776k (2023: £52,282k).
Movement in provision
Movements in the inventory provision during the financial year are set out below:
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Provision for impairment losses as at 1 January
2,476
2,261
788
1,042
Inventories wrien off against provision
(25)
(440)
(25)
(357)
Additional provisions recognised
2,561
655
883
103
Unused amounts reversed
(351)
(128)
Exchange differences
(83)
Provision for impairment losses as at 31 December
4,578
2,476
1,518
788
16. Trade and other receivables
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Amounts falling due over one year:
Prepayments and accrued income
14
70
13
70
Amounts falling due within one year:
Trade receivables
28,833
28,850
19,133
19,421
Amounts owed by Group undertakings
35,857
39,190
Other receivables
1,343
2,515
1,065
1,958
Prepayments and accrued income
1,318
1,637
651
483
31,508
33,072
56,719
61,122
Trade receivables are generally on terms of 30 to 90 days.
Amounts owed by Group undertakings are payable on demand; the trading portion does not aract any interest. Unsecured loans provided to
Group undertakings totalling £21,525k (2023: £23,371k) aract interest charges of 6.5% for loans linked to US dollar, 4.9% for euro, 6.9% for sterling
and 6.4% for Danish krone (2023: 6.7% for loans linked to US dollar, 5.2% for euro, 7.2% for sterling and 6.8% for Danish krone). Bank borrowings are
secured on the trade receivables of the Group. Refer to note 19 for details.
Zotefoams plc
137
Annual Report 2024
Strategic Report
Governance
Financial Statements
17. Cash and cash equivalents
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Cash at bank and in hand
10,534
6,294
5,449
2,875
Cash at bank earns interest at floating rates based on daily bank deposit rates.
18. Trade and other payables
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Trade payables
4,970
5,246
3,760
4,337
Amounts owed to Group undertakings
125
30
Other taxation and social security
748
619
543
515
Other payables
3,173
3,515
1,898
2,291
Accruals and deferred income
2,987
3,573
1,401
1,826
11,878
12,953
7,727
8,999
Amounts owed to Group undertakings are unsecured, repayable on demand and aract no interest.
19. Interest-bearing loans and borrowings
Group
Company
2024
2023
2024
2023
Note
£’000
£’000
£’000
£’000
Current bank borrowings
22
34,602
36,527
34,602
36,527
At the end of the financial year, the Group has utilised £34.8m (31 December 2023: £36.9m) of its multi-currency revolving credit facility of £50m; this
amount is repayable on the last day of each loan interest period, which is of either a three- or six-month duration. The net amount above of £34.6m,
is net of £0.2m (2023: £0.3m) origination fees paid up front and being amortised over four years. The Group has headroom of £25.7m, being £10.5m
cash and cash equivalents and the undrawn facility of £15.2m, being the facility of £50m less the drawn-down balance of £34.8m.
The interest rates on the debt facility ranged between 4.3% and 6.6% in 2024 (2023: between 3.7% and 6.6%).
The Group and the Company have the following undrawn borrowing facilities as per the bank at the end of the financial year:
2024
2023
£’000
£’000
Floating rate:
Expiring beyond one year
15,212
13,074
Total
15,212
13,074
Reconciliation of liabilities arising from financing activities:
Short-term borrowings
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Short-term borrowings at 1 January
36,527
37,446
36,527
37,446
Net cash inflows
(1,607)
378
(1,607)
378
Loan origination fee
180
180
180
180
Foreign exchange movement
(498)
(1,477)
(498)
(1,477)
Short-term borrowings at 31 December
34,602
36,527
34,602
36,527
Zotefoams plc
138
Annual Report 2024
NOTES
(CONT.)
20. Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities – Group
Movement in deferred tax
Defined
Tax value of
Property,
Derivative
Benefit
Share
recognised
plant and
Rolled-over
financial
Pension
option
losses carried
equipment
gain
Inventories
instruments
Scheme
Provisions
charges
forward
Offset
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Balance at 1 January 2023
4,450
806
(255)
(266)
(822)
(322)
(155)
3,436
Charged/(credited) to the
934
(41)
137
(238)
16
808
income statement
Recognised in other
comprehensive income
and equity
575
21
(5)
591
Balance at 31 December 2023
5,384
806
(296)
309
(664)
(565)
(139)
4,835
Balance at 1 January 2024
5,384
806
(296)
309
(664)
(565)
(139)
4,835
Charged/(credited) to the
income statement
263
(113)
189
(28)
68
379
Recognised in other
comprehensive income
and equity
(590)
87
(156)
(659)
Balance at 31 December 2024
5,647
806
(409)
(281)
(388)
(28)
(653)
(139)
4,555
At 31 December 2023
Deferred tax liabilities
5,384
806
309
(1,229)
5,270
Deferred tax assets
(296)
(664)
(565)
(139)
1,229
(435)
Net
5,384
806
(296)
309
(664)
(565)
(139)
4,835
At 31 December 2024
Deferred tax liabilities
5,647
806
(1,350)
5,103
Deferred tax assets
(409)
(281)
(388)
(28)
(653)
(139)
1,350
(548)
Net
5,647
806
(409)
(281)
(388)
(28)
(653)
(139)
4,555
Unrecognised deferred tax assets
The Group has tax losses carried forward in the USA of $830k (2023: $1,100k), which expire between 2025 and 2038 under prevailing tax legislation.
In addition to this, the Group has further tax losses in the USA of $27,406k (2023: $29,000k), which are carried forward indefinitely. At year-end
exchange rates, these tax losses translate to £21,884k (2023: £22,814k). Applying the enacted US corporation tax rate of 21% (2023: 21%), the
Group has taken a prudent approach and recognised a deferred tax asset of £138k (2023: £138k) on such tax losses expected to be utilised in
future periods.
The Group has losses carried forward in Poland of PLN55,309k (2023: PLN46,404k) or £10,942k (2023: £9,281k) which are recoverable until 2029 and
on which no deferred tax asset has been recognised.
The Group can potentially recover £716k (2023: £296k) of the deferred tax assets within twelve months of the reporting period. The remainder of the
deferred tax assets will potentially be recovered more than twelve months after the reporting period.
The Group can potentially sele £Nil (2023: £309k) of the deferred tax liabilities within twelve months of the reporting period. The remainder of the
deferred tax liabilities will potentially be seled more than twelve months after the reporting period.
Zotefoams plc
139
Annual Report 2024
Strategic Report
Governance
Financial Statements
20. Deferred tax assets and liabilities
(cont.)
Deferred tax assets and liabilities – Company
Movement in deferred tax
Defined
Property,
Derivative
Benefit
Share
plant and
Rolled-over
financial
Pension
option
equipment
gain
instruments
Scheme
Provisions
charges
Offset
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Balance at 1 January 2023
4,450
806
(266)
(822)
(322)
3,846
Charged/(credited) to the
income statement
934
137
(238)
833
Recognised in other
comprehensive income
and equity
575
21
(5)
591
Balance at 31 December 2023
5,384
806
309
(664)
(565)
5,270
Balance at 1 January 2024
5,384
806
309
(664)
(565)
5,270
Charged to the income
statement
263
189
(28)
68
492
Recognised in other
comprehensive income
and equity
(590)
87
(156)
(659)
Balance at 31 December 2024
5,647
806
(281)
(388)
(28)
(653)
5,103
At 31 December 2023
Deferred tax liabilities
5,384
806
309
(1,229)
5,270
Deferred tax assets
(664)
(565)
1,229
Net
5,384
806
309
(664)
(565)
5,270
At 31 December 2024
Deferred tax liabilities
5,647
806
(1,350)
5,103
Deferred tax assets
(281)
(388)
(28)
(653)
1,350
Net
5,647
806
(281)
(388)
(28)
(653)
5,103
21. Issued share capital
Issued, alloed and fully paid ordinary shares of 5.0p each:
Share
Number of
Par value
premium
Total
shares
£’000
£’000
£’000
At 1 January 2023
48,621,234
2,431
44,178
46,609
Share issue to Employee Benefit Trust
225,000
11
11
At 31 December 2023 and 31 December 2024
48,846,234
2,442
44,178
46,620
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled, on a poll, to one vote per share at
meetings of the Company.
Zotefoams plc
140
Annual Report 2024
NOTES
(CONT.)
21. Issued share capital
(cont.)
Nature and purpose of other reserves
Capital redemption reserve
On the buy-back and cancellation of preference shares, an amount equal to the par value was transferred from retained earnings to the capital
redemption reserve for capital maintenance purposes.
Translation reserve
Exchange differences arising on translation of the foreign controlled entities are recognised in other comprehensive income and accumulated in a
separate reserve within equity. The cumulative amount is reclassified to the income statement when the net investment is disposed of.
Hedging reserve
The hedging reserve includes the cash flow hedge reserve and the costs of the hedging reserve. The cash flow hedge reserve is used to recognise
the effective portion of gains or losses on derivatives that are designated and qualify as cash flow hedges. Amounts are subsequently reclassified
to the income statement as appropriate.
22. Financial instruments and financial risk management
The Group’s and Company’s principal financial instruments include cash in hand and at bank and interest-bearing loans and borrowings, the main
purpose of which is to provide finance for the Group’s and Company’s operations. Foreign exchange derivatives are used to help manage the
Group’s and Company’s currency exposure. Per the Group’s and Company’s policy, no trading in financial instruments is undertaken.
The main risks arising from the Group’s and Company’s financial instruments are credit risk, interest rate risk, liquidity risk and foreign currency risk.
The Board reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained consistent
throughout the year.
Credit risk
Credit risk is managed on a Group basis, except for credit risk relating to accounts receivable balances. Each local entity is responsible for managing
and analysing the credit risk for each of their new customers before standard payment and delivery terms and conditions are offered. Credit risk
arises from cash and cash equivalents and derivative financial instruments with banks and financial institutions, as well as credit exposures to
customers, including outstanding receivables and commied transactions. A financial asset is considered in default when the counterparty fails
to pay its contractual obligations. Financial assets are wrien off when there is no expectation of recovery.
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed for
customers offered credit over a certain amount. The Group and Company do not require collateral in respect of financial assets.
At the statement of financial position date there were no significant concentrations of credit risk. The maximum exposure to credit risk is
represented by the carrying amount of each financial asset, including derivative financial instruments, in the statement of financial position.
Credit quality of financial assets
Group
Company
2024
2023
2024
2023
Counterparties without external credit rating:
£’000
£’000
£’000
£’000
Existing customers with no defaults in the past
28,823
28,545
19,133
19,374
Existing customers with some defaults in the past, net of impairment allowance
10
305
47
28,833
28,850
19,133
19,421
Group
Company
2024
2023
2024
2023
Cash at bank
£’000
£’000
£’000
£’000
Moody’s P-1
10,161
5,928
5,449
2,875
Moody’s P-3
373
366
10,534
6,294
5,449
2,875
Group
Company
2024
2023
2024
2023
Derivative financial assets
£’000
£’000
£’000
£’000
Moody’s P-1
42
691
42
691
Moody’s P-2
573
573
42
1,264
42
1,264
While cash and cash equivalents are subject to impairment review under IFRS 9 “Financial Instruments”, the identified impairment loss was
immaterial (2023: immaterial).
Zotefoams plc
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Strategic Report
Governance
Financial Statements
22. Financial instruments and financial risk management
(cont.)
Trade receivables are analysed as follows:
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Gross carrying amount
29,003
29,097
19,133
19,432
– due for less than 60 days
28,423
27,539
19,127
18,155
– due for more than 60 days
580
1,558
6
1,277
Expected loss rate
– due for less than 60 days
0.04%
0.06%
– due for more than 60 days
29.60%
15.12%
Loss allowance
170
247
11
Trade receivables net of allowances
28,833
28,850
19,133
19,421
Loss allowances analysed as follows:
Group
Company
£’000
£’000
At 1 January 2023
214
11
Increase in loss allowance recognised in profit or loss during the year
128
11
Reversal of loss allowance on collection of dues
(95)
(11)
At 31 December 2023
247
11
At 1 January 2024
247
11
Increase in loss allowance recognised in profit or loss during the year
33
Reversal of loss allowance on collection of dues
(110)
(11)
At 31 December 2024
170
The normal terms of trade are between 30 and 90 days from the end of the month of invoice.
The credit quality of trade receivables that are neither past due nor impaired is assessed individually based on credit history and experience. In 2024
and 2023, the Group and Company insured a material portion of its trade receivable balances to mitigate credit risk. The uninsured exposure as at
31 December 2024 for the Group was £18,078k (2023: £23,259k) and for the Company was £12,599k (2023: £13,829k). The Group and the Company
make provisions against trade receivables, such provisions being based on the debtor’s prior credit history and knowledge of any adverse
conditions affecting the debtor (e.g. receivership or liquidation). The Directors believe an adequate provision has been made for trade receivables
at the year end. None of the amounts owed by Group undertakings are impaired.
Interest rate risk
The Group’s and Company’s interest rate risk arises from long-term borrowings and short-term borrowings. Borrowings issued at variable rates
expose the Group and Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk.
The Group and Company have strong cash generation from their operations and closely monitor borrowing levels to manage the interest rate risk.
The interest rate profile of the Group’s and Company’s borrowings at 31 December is shown below:
2024
2023
Effective
Fixed
Variable
Effective
Fixed
Variable
interest rate
rates
rates
interest rate
rates
rates
Group
%
£’000
£’000
%
£’000
£’000
Dollar short-term borrowings
6.57%
21,559
5.04%
21,241
Sterling short-term borrowings
Euro short-term borrowings
5.06%
13,229
4.63%
15,652
Dollar long-term borrowings
Total*
34,788
36,893
*
The total amount of £34,788k is gross of an outstanding amount of £186k of loan origination fees paid upfront and being amortised over the period of the loan (2023: £36,893k is gross of £366k
of loan origination fees).
Zotefoams plc
142
Annual Report 2024
NOTES
(CONT.)
22. Financial instruments and financial risk management
(cont.)
Interest rate risk
(cont.)
2024
2023
Effective
Fixed
Variable
Effective
Fixed
Variable
interest rate
rates
rates
interest rate
rates
rates
Company
%
£’000
£’000
%
£’000
£’000
Dollar short-term borrowings
6.57%
21,559
5.04%
21,241
Sterling short-term borrowings
Euro short-term borrowings
5.06%
13,229
4.63%
15,652
Dollar long-term borrowings
Total*
34,788
36,893
*
The total amount of £34,788k is gross of an outstanding amount of £186k of loan origination fees paid upfront and being amortised over the period of the loan (2023: £36,893k is gross of £366k
of loan origination fees).
The impact on post-tax profit of a 1% shift in the variable rate borrowings would be £400k (2023: £299k).
Liquidity risk
Group Finance performs cash flow forecasting in the operating entities of the Group, which is then aggregated. Group Finance monitors rolling
forecasts of the Group’s liquidity requirements to ensure that it has sufficient cash to meet operational needs, while maintaining sufficient
headroom on its undrawn commied borrowing facilities (note 19) at all times, so that the Group does not breach borrowing limits or covenants
(where applicable) on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans, covenant
compliance, compliance with internal balance sheet ratio targets and any applicable external regulatory or legal requirements.
The following are the contractual maturities of financial liabilities, including estimated payments and excluding the effect of neing agreements:
2024
2023
More
More
Carrying
Contractual
1 year
1 to 2
than
Carrying
Contractual
1 year
1 to 2
than
amount
cash flows
or less
years
2 years
amount
cash flows
or less
years
2 years
Group
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Non-derivative
financial liabilities
Interest-bearing loans
and borrowings
(34,602)
(34,788)
(34,788)
(36,527)
(36,893)
(36,893)
Trade and other payables
(8,142)
(8,142)
(8,142)
(8,761)
(8,761)
(8,761)
Lease liabilities
(8,955)
(10,180)
(2,625)
(2,401)
(5,154)
(1,334)
(1,832)
(770)
(1,032)
(30)
Total non-derivative
financial liabilities
(51,699)
(53,110)
(45,555)
(2,401)
(5,154)
(46,622)
(47,486)
(46,424)
(1,032)
(30)
Derivative financial liabilities
(1,164)
(1,164)
(1,164)
(28)
(28)
(28)
2024
2023
More
More
Carrying
Contractual
1 year
1 to 2
than
Carrying
Contractual
1 year
1 to 2
than
amount
cash flows
or less
years
2 years
amount
cash flows
or less
years
2 years
Company
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Non-derivative
financial liabilities
Interest-bearing loans
and borrowings
(34,602)
(34,788)
(34,788)
(36,527)
(36,893)
(36,893)
Trade and other payables
(5,655)
(5,655)
(5,655)
(6,658)
(6,658)
(6,658)
Lease liabilities
(7,762)
(8,847)
(2,081)
(2,081)
(4,685)
(146)
(528)
(263)
(235)
(30)
Total non-derivative
financial liabilities
(48,019)
(49,290)
(42,524)
(2,081)
(4,685)
(43,331)
(44,079)
(43,814)
(235)
(30)
Derivative financial liabilities
(1,164)
(1,164)
(1,164)
(28)
(28)
(28)
Zotefoams plc
143
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Strategic Report
Governance
Financial Statements
22. Financial instruments and financial risk management
(cont.)
Foreign currency risk
The Group and Company operate internationally and are exposed to foreign exchange risk arising from various currency exposures, primarily
with respect to the euro and US dollar. Foreign exchange risk arises from recognised assets and liabilities and future commercial transactions.
Foreign exchange risk is managed centrally by Group Finance and arises when future commercial transactions or recognised assets or liabilities
are denominated in a currency that is not the Company’s functional currency.
The Group’s policy is to use forward currency contracts to cover approximately 67–80% of the estimated net cash foreign exchange trading
exposure for the euro and US dollar for the next twelve months, as well as approximately 25% of the estimated net cash foreign exchange trading
exposure for the following six months. The Group also hedges its exposure to foreign currency denominated assets, where possible, by offseing
them with same-currency liabilities, primarily through borrowing in the relevant currency. These foreign currency denominated assets, which are
translated on a mark to market basis every month and with the resulting movement being taken to the income statement, include loans made
by the Company to, and intercompany trading balances with, its overseas subsidiaries, the effect of which is cash neutral. They also include
non-sterling accounts receivable, held on the Company’s statement of financial position, which are impacted by foreign exchange movements
between revenue recognition and cash receipt, the impact of which is mitigated through further hedging activities but remains exposed to the
exact timing of cash receipts.
The euro and US dollar rates used in preparing the financial statements are as follows:
2024
2023
Average
Closing
Average
Closing
Euro/sterling
1.177
1.210
1.150
1.150
US dollar/sterling
1.278
1.252
1.243
1.271
In respect of other monetary assets and liabilities held in currencies other than the euro and the US dollar, the Group and the Company ensure
that the net exposure is kept to a manageable level by buying or selling foreign currencies at spot rates, where necessary, to address short-term
imbalances.
Where possible, the Group tries to hold the majority of its cash and cash equivalent balances in the local currency of the respective entity or,
for borrowings, in a currency which provides an offset, albeit often partial, against monetary working capital net assets in that currency.
Recognised assets and liabilities
The table below shows non-derivative financial instruments of the Group and Company in currencies other than sterling:
Euro
US dollar
Other
Total
Group – 2024
£’000
£’000
£’000
£’000
Cash and cash equivalents
1,593
4,066
1,264
6,923
Trade receivables
4,952
17,887
1,192
24,031
Trade payables
(2,048)
(995)
(267)
(3,310)
Euro
US dollar
Other
Total
Group – 2023
£’000
£’000
£’000
£’000
Cash and cash equivalents
1,551
1,999
926
4,476
Trade receivables
4,875
18,213
2,843
25,931
Trade payables
(2,271)
(1,294)
(314)
(3,879)
Euro
US dollar
Other
Total
Company – 2024
£’000
£’000
£’000
£’000
Cash and cash equivalents
363
1,489
49
1,901
Trade receivables
3,160
10,600
201
13,961
Trade payables
(1,989)
(96)
(2,085)
Euro
US dollar
Other
Total
Company – 2023
£’000
£’000
£’000
£’000
Cash and cash equivalents
432
761
45
1,238
Trade receivables
2,974
12,541
987
16,502
Trade payables
(2,224)
(808)
(3,032)
Zotefoams plc
144
Annual Report 2024
NOTES
(CONT.)
22. Financial instruments and financial risk management
(cont.)
Forecast transactions
The Group and the Company classify their forward exchange contracts used to hedge forecast transactions as cash flow hedges. The fair value of
such forward exchange contracts is shown in the table below:
Level 1
Level 2
Level 3
Total
31 December 2024
£’000
£’000
£’000
£’000
Assets
Forward exchange contracts
42
42
Total assets
42
42
Liabilities
Forward exchange contracts
(1,164)
(1,164)
Total liabilities
(1,164)
(1,164)
Level 1
Level 2
Level 3
Total
31 December 2023
£’000
£’000
£’000
£’000
Assets
Forward exchange contracts
1,264
1,264
Total assets
1,264
1,264
Liabilities
Forward exchange contracts
(28)
(28)
Total liabilities
(28)
(28)
The hedged highly probable forecast transactions denominated in foreign currencies are expected to occur at various dates during the next
twelve months. Gains and losses recognised in the hedging reserve in equity on forward foreign exchange contracts as of 31 December 2024
are recognised in the income statement in the period or periods during which the hedged forecast transaction affects the income statement.
This is generally within twelve months of the end of the reporting period.
Hedge ineffectiveness
Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments
to ensure that an economic relationship exists between the hedged item and hedging instrument. In hedges of forward exchange contracts,
ineffectiveness mainly arises if the timing of the forecast transaction changes from what was originally estimated. There was no ineffectiveness
during 2024 or 2023 in relation to the forward exchange contracts.
Estimation of fair values
The following summarises the major methods and assumptions used in estimating fair values of financial instruments reflected in the table above.
They are classified according to the following fair value hierarchy:
Level 1: quoted process (unadjusted) in active markets for identical assets or liabilities
Level 2: inputs other than quoted process included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Derivative financial instruments are valued using Handelsbanken and NatWest mid-market rates (2023: Handelsbanken and NatWest mid-market
rates) at the statement of financial position date.
The maturity profile of the forward contracts as at 31 December is as follows:
2024
2023
Foreign
Contract
Transaction
Contract
Foreign
Contract
Transaction
Contract
currency
value
fair value
fair value
currency
value
fair value
fair value
Group and Company:
$’000
£’000
£’000
£’000
$’000
£’000
£’000
£’000
Sell USD
$67,100
52,467
51,345
(1,122)
$67,700
54,365
55,601
1,236
Zotefoams plc
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Annual Report 2024
Strategic Report
Governance
Financial Statements
22. Financial instruments and financial risk management
(cont.)
Sensitivity analysis
In managing currency risks, the Group and Company aim to reduce the impact of short-term fluctuations on their earnings. Over the longer term,
however, changes in foreign exchange would have an impact on earnings.
In respect of retranslation of monetary items, at 31 December 2024, it is estimated that an increase of one percentage point in the value of
sterling against the US dollar would decrease the Group’s profit before tax by approximately £555k (2023: £613k) before forward exchange
contracts and £140k (2023: £151k) after forward exchange contracts are included. The effect of an increase of one percentage point against the
euro is considered marginal.
Financial instruments by category
2024
2023
Financial
Financial
Financial
Financial
assets at
Derivatives
liabilities at
assets at
Derivatives
liabilities at
amortised
used for
amortised
amortised
used for
amortised
cost
hedging
cost
cost
hedging
cost
Group
£’000
£’000
£’000
£’000
£’000
£’000
Trade and other receivables
30,151
31,365
Cash and cash equivalents
10,534
6,294
Derivative financial instruments – assets
42
1,264
– liabilities
(1,164)
(28)
Interest-bearing loans and borrowings
(34,602)
(36,527)
Trade and other payables
(8,142)
(8,761)
Lease liability
(8,955)
(1,334)
2024
2023
Financial
Financial
Financial
Financial
assets at
Derivatives
liabilities at
assets at
Derivatives
liabilities at
amortised
used for
amortised
amortised
used for
amortised
cost
hedging
cost
cost
hedging
cost
Company
£’000
£’000
£’000
£’000
£’000
£’000
Trade and other receivables
19,784
60,569
Cash and cash equivalents
5,449
2,875
Derivative financial instruments – assets
42
1,264
– liabilities
(1,164)
(28)
Interest-bearing loans and borrowings
(34,602)
(36,527)
Trade and other payables
(5,655)
(6,658)
Lease liability
(7,762)
(147)
Capital management
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, in order to provide returns for
shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain
or adjust the capital structure, the Group can adjust the amount of dividends paid to shareholders, issue new shares or redeem existing ones or
borrow funds from financial institutions.
The Group monitors capital on the basis of the following leverage ratio: net borrowings divided by EBITDA (as per bank facility agreement).
Loan covenants
Under the terms of its borrowing facilities, the Group is required to comply with the following financial covenants:
the ratio of net borrowings on the last day of the relevant period to earnings before interest, tax, depreciation and amortisation, share of
profit/(loss) from joint venture, equity-seled share-based payments and exceptional items
(EBITDA) shall not exceed 3.50:1.00
the ratio of EBITDA to net finance charges in respect of the relevant period shall not be less than 4.00:1.00.
The Group has complied with its covenants throughout the financial year.
Net borrowings comprise current and non-current interest-bearing loans and borrowings of £34,602k (2023: £36,527k), as per note 19, and cash
and cash equivalents of £10,534k (2023: £6,294k) as per note 17.
Zotefoams plc
146
Annual Report 2024
NOTES
(CONT.)
22. Financial instruments and financial risk management
(cont.)
As at
As at
31 December
31 December
2024
2023
£’000
£’000
Net borrowings
24,068
30,233
EBITDA
28,190
24,687
Net borrowings/EBITDA
0.85
1.22
Net finance charges
2,600
2,212
EBITDA/Net finance charges
10.84
11.16
Net borrowings comprise current and non-current interest-bearing loans and borrowings of £34,602k (2023: £36,527k), as per note 19, and cash and
cash equivalents of £10,534k (2023: £6,294k).
The definition of net finance charges for the purpose of calculating the ratio of EBITDA to net finance charges includes bank loan interest expensed
of £2,738k, less interest income of £138k, that being gross interest of £274k less interest income from customers of £136k.
EBITDA comprises:
2024
2023
Note
£’000
£’000
(Loss)/profit for the year
(2,755)
9,242
Depreciation and amortisation
11,12,13
8,983
8,217
Finance costs
7
2,873
2,349
Share of profit from joint venture
10
(74)
(54)
Equity-seled share-based payments
25
1,077
1,335
Taxation
8
2,908
3,598
EBITDA before exceptional items
13,012
24,687
Add back exceptional items
15,178
EBITDA
28,190
24,687
The definition of finance costs when calculating EBITDA includes finance costs expensed of £3,147k less interest income of £274k, as per note 7 and
the income statement.
The Group’s objective is to maintain leverage below the Board’s appetite of 2.0. However, it is prepared to accept increases in this ratio at times
of sizeable, capacity-related, capital expenditure in order to support continued growth. Subject to short-term macroeconomic and geopolitical
volatility, this is always expected to reduce quickly back below the Board’s appetite, and to significantly lower levels, as capacity utilisation improves.
The bank covenant definition does not include the impact of IFRS 16 “Leases”, which would have moved the ratio from 0.85 to 1.17.
The Group defines its return on capital as operating profit before exceptional items divided by the average sum of its equity, net debt and other
non-current liabilities. This measure excludes acquired intangible assets and their amortisation costs. The Group also excludes significant capacity
investments under construction until they enter production. In 2024, the return on capital was 11.7% (2023: 10.3%), mostly reflecting improved
profitability in the year.
23. Commitments – Group
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Capital expenditure contracted for at the end of the reporting period but not yet
incurred is as follows:
Property, plant and equipment
1,737
2,309
103
938
Zotefoams plc
147
Annual Report 2024
Strategic Report
Governance
Financial Statements
24. Post-employment benefits
Defined benefit pension plans
The Company operates a UK registered trust-based pension scheme that provides defined benefits. In 2001, the Company closed the Defined
Benefit Pension Scheme (“DB Scheme”) to new members, while in 2005 the DB Scheme was closed to the future accrual of benefits, and all active
members at that time transferred to a defined contribution scheme, substantially de-risking the Company’s financial and accounting exposure to
the DB Scheme’s obligations. Following legal advice in 2017 that the closure had not been completed with respect to the breaking of linkage with
future increases in salary, amendments were made in 2018 and the linkage duly broken.
Pension benefits are linked to the members’ final pensionable salaries and service at their retirement (or date of leaving if earlier). The Trustees are
responsible for running the DB Scheme in accordance with the DB Scheme’s Trust Deed and Rules, which set out their powers. The Trustees of the
DB Scheme are required to act in the best interests of the beneficiaries of the DB Scheme. There is a requirement that one-third of the Trustees are
nominated by the members of the DB Scheme.
There are three categories of pension scheme members:
deferred members with salary linkage: current employees of the Company who have not consented to the break in their salary link
deferred members: former and current employees of the Company not yet in receipt of pension
pensioner members: in receipt of pension.
The defined benefit obligation is valued by projecting the best estimate of future benefit outgoings (allowing for future salary increases for
deferred members with salary linkage, revaluation to retirement for deferred members and annual pension increases for all members) and then
discounting to the statement of financial position date. The majority of benefits receive increases in line with inflation (subject to a cap of no more
than 5% per annum). The valuation method is known as the Projected Unit Method. The approximate overall duration of the DB Scheme’s defined
benefit obligation as at 31 December 2024 was 10 years (2023: 13 years).
Future funding obligation
The Trustees are required to carry out an actuarial valuation every three years.
The last actuarial valuation of the DB Scheme was performed by the DB Scheme Actuary for the Trustees as at 5 April 2023. This valuation revealed
a funding shortfall of £2.87 million.
In respect of the deficit in the DB Scheme as at 5 April 2023, the Company has agreed to pay £643,200 p.a. from 31 July 2024 for 4 years. In addition,
the Company will pay £216,000 p.a. to cover administration expenses, Payment Protection Fund levies and premiums for death in service lump
sums associated with the Scheme. The Company therefore currently expects to pay £859,200 to the Scheme during the calendar year beginning
1 January 2025.
Method and assumptions
The initial results of the valuation as at 5 April 2023 have been updated to 31 December 2024 by a qualified independent actuary.
The assumptions used were as follows:
As at
As at
31 December 2024
31 December 2023
Discount rate
5.50%
4.60%
RPI inflation
3.10%
3.00%
CPI inflation
2.80%
2.70%
Salary increases
2.80%
2.70%
Pension increases
– Post 88 guaranteed minimum pension
2.30%
2.30%
– Non guaranteed minimum pension
3.00%
3.00%
Revaluation of deferred pensions in excess of guaranteed minimum pension
2.80%
2.70%
Mortality (pre and post-retirement)
100% S4PMA_M/
100% S3PMA_M/
100% S4PFA_M
100% S3PFA_M
CMI_2023_M/F
CMI_2023_M/F
1.25% (yob)
1.25% (yob)
Life expectancies (in years):
Year ended 31 December 2024
Year ended 31 December 2023
Males
Females
Males
Females
For an individual aged 65 in 2024
20.8
23.4
20.8
23.3
At age 65 for an individual aged 45 in 2024
22.1
24.9
22.1
24.8
Zotefoams plc
148
Annual Report 2024
NOTES
(CONT.)
24. Post-employment benefits
(cont.)
Risks
Through the Scheme, the Company is exposed to a number of risks:
Asset volatility: the Scheme’s defined benefit obligation is calculated using a discount rate set with reference to corporate bond yields; however,
the Scheme invests significantly in equities and other growth assets. These assets are expected to outperform corporate bonds in the long
term, but are subject to increased volatility and risk in the short term.
Changes in bond yields: a decrease in corporate bond yields would increase the Scheme’s defined benefit obligation; however, this would be
partially offset by an increase in the value of the Scheme’s bond holdings.
Inflation risk: a significant proportion of the Scheme’s defined benefit obligation is linked to inflation, therefore higher inflation will result in a
higher defined benefit obligation (subject to the appropriate caps in place). The majority of the Scheme’s assets are either unaffected by
inflation, or are only loosely correlated with inflation, therefore an increase in inflation would also increase the deficit.
Life expectancy: if Scheme members live longer than expected, the Scheme’s benefits will need to be paid for longer, increasing the Scheme’s
defined benefit obligation.
The Company is aware of the 2023 ruling in the Virgin Media v NTL Pension Trustee case and subsequent court of appeal ruling published in
July 2024. These ruled that certain amendments made to the NTL Pension Plan were invalid because they were not accompanied by the correct
actuarial confirmation.
There remains significant uncertainty as to whether the judgments will result in additional liabilities for UK pension schemes and it is possible
that the Department for Work & Pensions will introduce legislation to allow changes to be certified retrospectively. A detailed review of historic
documentation will be needed to determine whether the changes made by the Scheme were valid (assuming retrospective certification does
not become an option), and such a review will take some time to complete.
As a result, the Company cannot be certain of the potential implications (if any) and therefore a sufficiently reliable estimate of any effect on the
obligation cannot be made.
The Trustees and Company manage risks in the Scheme through the following strategies:
Diversification: investments are well diversified, such that the failure of any single investment would not have a material impact on the overall
level of assets.
Investment strategy: the Trustees are required to review their investment strategy on a regular basis.
Asset-liability matching (ALM): the Scheme invests in an ALM framework that aims to achieve long-term investment returns in line with the
obligations under the Scheme. This is achieved through around 25% of assets being invested in Liability Driven Investment funds.
Change in defined
Change in assumption
benefit obligation
Discount rate
+0.5%/–0.5% p.a.
–6%/+6%
RPI inflation
+0.5%/–0.5% p.a.
+5%/–5%
Assumed life expectancy
+1 year
+3%
These calculations provide an approximate guide to the sensitivity of results and may not be as accurate as a full valuation carried out on these
assumptions. Each assumption change is considered in isolation, which in practice is unlikely to occur, as changes in some of the assumptions
are correlated.
The assets of the Scheme are invested as follows:
Year ended 31 December 2024
Year ended 31 December 2023
Market
% of total
Market
% of total
value
Scheme
value
Scheme
Asset class
£’000
assets
£’000
assets
Equities and other growth assets
4,676
20%
6,812
29%
Diversified Credit Funds
9,158
40%
9,352
39%
Liability Driven Investments
6,120
26%
6,798
28%
Cash
2,610
11%
185
1%
Other
602
3%
661
3%
Total
23,166
100%
23,808
100%
Actual return on assets over the year
(296)
1,516
Note: All assets listed above have a quoted market price in an active market (except for the reserve for insured pensioners).
Zotefoams plc
149
Annual Report 2024
Strategic Report
Governance
Financial Statements
24. Post-employment benefits
(cont.)
The amounts recognised in the statement of financial position are determined as follows:
2024
2023
£’000
£’000
Market value of plan assets
23,166
23,808
Present value of Defined Benefit Pension Scheme obligation
(24,718)
(26,464)
Deficit – recognised as a liability in the statement of financial position
(1,552)
(2,656)
The movement in the defined benefit obligation over the year is as follows:
2024
2023
£’000
£’000
Value of defined benefit obligation at the start of the year
26,464
26,062
Interest cost
1,190
1,219
Benefits paid
(1,205)
(1,339)
Actuarial losses: experience differing from that assumed
562
596
Actuarial gains: changes in demographic assumptions
(130)
(491)
Actuarial (gains)/losses: changes in financial assumptions
(2,163)
417
Value of defined benefit obligation at the end of the year
24,718
26,464
The movement in the value of the plan assets over the year is as follows:
2024
2023
£’000
£’000
Market value of plan assets at the start of the year
23,808
22,772
Interest income
1,087
1,082
Actual return on plan assets
(1,383)
434
Employer contributions
859
859
Benefits paid
(1,205)
(1,339)
Market value of assets at the end of the year
23,166
23,808
The table below outlines where the Company’s post-employment amounts and activity are included in the financial statements.
2024
2023
£’000
£’000
Statement of financial position for:
– Defined Benefit Pension Scheme obligations
(1,552)
(2,656)
Income statement charge for:
– Defined benefit pension interest cost
(103)
(137)
Actuarial gains/(losses) recognised in other comprehensive income for:
– Defined Benefit Pension Scheme
348
(88)
Other pension schemes
On 1 January 2006 a separate stakeholder scheme was set up for those employees who were originally in the closed Defined Benefit Pension
Scheme. In addition to the above, the Company created two further stakeholder schemes for future joiners. The contributions paid by the
Company in 2024 were £1,238k (2023: £1,025k).
For certain non-UK-based employees of the Company, the Company makes contributions into individual schemes. The contributions paid by the
Company in 2024 were £6k (2023: £5k).
For USA-based employees, Zotefoams Inc operates a 401(k) plan. The contributions paid by Zotefoams Inc in 2024 were £425k
(2023: £447k).
Zotefoams plc
150
Annual Report 2024
NOTES
(CONT.)
25. Share-based payments
The Company has a share option scheme that entitles senior management personnel to purchase shares in the Company. Options are exercisable
at a price equal to the lower of the mid-market price of the Company’s shares the day before the option is granted or the average mid-market price
for the three dealing days before the option is granted. The vesting period is three years. If the options remain unexercised after a period of ten
years from the date of grant, the options will expire. Depending on the circumstances, options may be forfeited if the employee leaves the Company
before the options vest.
In 2007, the Company introduced a Long-Term Incentive Plan (LTIP) scheme for senior management personnel. Shares are awarded in the Company
and vest after three years to the extent that performance conditions are met. Dependent on the circumstances, awards are normally forfeited if
the employee leaves the Company before the award vests. A new LTIP scheme was introduced in 2017, which operates in a similar way to the LTIP
scheme introduced in 2007. No new awards are made under the 2007 scheme. Depending on the circumstances, options are normally forfeited if
the employee leaves the Company before the options vest.
In 2007, the Company introduced a Deferred Bonus Share Plan. Under the terms of this plan, executive bonuses with a value equivalent to over 40%
of eligible salary were held as deferred shares for three years. In 2014, the Remuneration Commiee amended the Deferred Bonus Share Plan for
bonuses awarded since 2014, such that 25% of executive bonuses are held as deferred shares for three years with no minimum value. Depending
on the circumstances, awards are normally forfeited if the employee leaves the Company before the award vests. A new Deferred Bonus Share Plan
scheme was introduced in 2017, which operates in a similar way to the old Plan introduced in 2007, as amended in 2014. No new awards are made
under the 2007 Plan. Depending on the circumstances, awards are normally forfeited if the employee leaves the Company before the award vests.
Details of the vesting conditions for the share, share option and LTIP awards are given in the Directors’ Remuneration report on pages 84 to 97.
Movements in share options during the year are as follows:
The options outstanding at 31 December 2024 have an exercise price between 290.0p and 432.5p and a weighted contractual life of eight years
(2023: six years).
There were no cancellations or modifications to the awards in 2024 or 2023.
The fair value received in return for share options granted is measured by reference to the fair value of share options granted using a Black-Scholes-
Merton model. The contractual life of the option (ten years) is used as an input into this model. No allowance is made for early leavers.
Movements in HMRC awards are as follows:
2024
2023
Weighted
Weighted
Number
average
Number
average
of share
exercise
of share
exercise
options
price (p)
options
price (p)
Outstanding at the beginning of the year
127,415
345
119,294
342
Exercised during the year
(17,265)
359
Granted during the year
9,537
419
8,121
394
Forfeited during the year
(17,650)
340
Outstanding at the end of the year
102,037
351
127,415
345
Exercisable at the end of the year
59,035
345
54,546
293
Movements in LTIP awards during the year are as follows:
2024
2023
Weighted
Weighted
Number
average
Number
average
of share
exercise
of share
exercise
options
price (p)
options
price (p)
Outstanding at the beginning of the year
1,181,012
1,007,958
Exercised during the year
(68,437)
(45,438)
Granted during the year
418,894
382,464
Forfeited during the year
(234,837)
(163,972)
Outstanding at the end of the year
1,296,632
1,181,012
Exercisable at the end of the year
147,734
Zotefoams plc
151
Annual Report 2024
Strategic Report
Governance
Financial Statements
25. Share-based payments
(cont.)
Movement in Deferred Bonus Share Plan awards during the year are as follows:
2024
2023
Weighted
Weighted
Number
average
Number
average
of share
exercise
of share
exercise
options
price (p)
options
price (p)
Outstanding at the beginning of the year
77,510
63,702
Exercised during the year
(12,870)
(38,639)
Granted during the year
75,340
52,447
Forfeited during the year
Outstanding at the end of the year
139,980
77,510
Exercisable at the end of the year
Fair value of share options and assumptions
The expected volatility is based on historic volatility for a three-year period prior to the award.
19-Apr-22
18-Apr-23
8-Apr-24
Share price (p)
325.0
394.0
419.3
Exercise price (p)
325.0
394.0
359.1
Expected volatility
48%
39%
46%
Option life
Three years
Three years
Three years
Expected dividends (p) (assumed to be increasing at 2.5% p.a.)
6.5
7.1
7.5
Risk-free interest rate (based on national government bonds)
2.00%
3.75%
3.75%
Fair value at grant date (p)
98.0
106.0
80.6
The Company’s employee share option awards are granted under a service condition and a performance condition. There are no market conditions
associated with the share options. The LTIP awards are granted under a service condition and a performance condition, part of which is a market
condition. The Deferred Bonus Plan awards are granted under a service condition.
The amounts recognised in the income statement for equity-seled share-based payments are as follows:
2024
2023
£’000
£’000
Within administrative expenses
– share-based payment charge
1,077
1,335
– related National Insurance
105
161
Of the above, amounts relating to Directors of Zotefoams plc aggregate to £966k (2023: £867k).
Zotefoams plc
152
Annual Report 2024
NOTES
(CONT.)
26. Related parties
Directors
The Directors of the Company as at 31 December 2024 and their immediate relatives control approximately 0.92% (2023: 1.27%) of the voting shares
of the Company. Details of Directors’ pay and remuneration are given in the Directors’ Remuneration report on pages 84 to 97. Executive Directors
are considered to be the only key management personnel. Details of compensation paid to key management personnel are included in note 6.
Subsidiaries and joint venture
Details of the joint venture and subsidiaries of the Company are set out in notes 10 and 14. These companies are considered to be related parties.
The following material transactions were carried out with related parties:
2024
2023
£’000
£’000
Sale of goods: subsidiaries of the Company
3,954
4,434
Sale of services: subsidiaries of the Company
3,528
2,598
Loans granted (net of repayments) to subsidiaries of the Company
2,089
(708)
Interest income: subsidiaries of the Company
1,372
1,302
Sale of goods: joint venture of the Company
3,514
2,944
Sale of service: joint venture of the Company
558
368
Total
15,015
10,938
Balances between the Company and its active subsidiaries and joint venture are as follows:
Receivable from/(payable to)
Investment in
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Zotefoams Inc
20,249
12,669
Azote Asia Limited
1,257
1,000
MuCell Extrusion LLC
7,904
Zotefoams International Limited
12,983
15,487
30,822
30,822
Zotefoams Operations Limited
(18)
Zotefoams T-FIT Material Technology (Kunshan) Limited
796
2,014
Zotefoams Poland Sp. z o.o.
1,828
1,190
Zotefoams France SAS
(107)
(73)
Zotefoams plc
153
Annual Report 2024
Strategic Report
Governance
Financial Statements
27. Accounting estimates and judgements for the Group and Company
In the application of the Group’s accounting policies, which are described in note 2, the Directors are required to make judgements, estimates and
assumptions about the carrying amounts of assets and liabilities which are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other facts that are considered relevant. Actual amounts may differ from these estimates.
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.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are disclosed below.
i) Estimated impairment of goodwill and intangibles
The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2.11.
The determination of impairment in the carrying value of goodwill and intangible assets requires judgements to be made by the Directors.
These assets are assessed on an ongoing basis to determine whether circumstances exist that could lead to the conclusion that the carrying
value of such assets is not supportable.
In relation to the operational MuCell Extrusion business that licenses technology and sells related technology, following the decision to pause
investment in the MEL business all intangibles and goodwill relating to this were impaired to zero at the year end with a corresponding charge to
exceptional items in the income statement. The value of intangibles impaired was £11,640k of which £2,389k related to goodwill.
Impairments were also made to MuCell PPE. The net book value of the remaining PPE is £689k, and a provision of £1,381k has also been made for
closure costs of the MEL business in the USA and Denmark. See note 4 for further details.
ii) Pension assumptions
The present value of the defined benefit pension obligations depends on a number of factors that are determined on an actuarial basis using a
number of assumptions. Any changes in these assumptions will impact the carrying amount of pension obligations. The Company engages an
independent actuary to perform the valuation and assist in determining appropriate assumptions at the end of each year. The valuation is prepared
by an independent qualified actuary, but significant judgements are required in relation to the assumptions for pension increases, inflation, the
discount rate applied, investment returns and member longevity, all of which underpin the valuations. Note 24 contains information about the
assumptions relating to retirement benefit obligations.
iii) General provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow
of resources embodying economic benefits will be required to sele the obligation, and a reliable estimate can be made of the amount of the
obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is
recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the
statement of profit or loss, net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
iv) Leases estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in the lease, therefore it uses its incremental borrowing rate (IBR) to measure lease
liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds
necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the
Group ‘would have to pay’, which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into
financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in
the subsidiary’s functional currency). The Group estimates the IBR using observable inputs (such as market interest rates) when available and is
required to make certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating).
v) Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on
the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model, including
the expected life of the share option or appreciation right, volatility and dividend yield, and making assumptions about them. The Group uses the
Black-Scholes-Merton model to estimate the fair value of instruments. The Black-Scholes-Merton formula has been adjusted to take account of
certain characteristics of share options, such as the probability of vesting and meeting the performance conditions of LTIPs. The assumptions and
models used for estimating fair value for share-based payment transactions are disclosed in note 25.
vi) Shincell licence
The Shincell licence has been capitalised as a right-of-use asset and a judgement been made as to its useful life, which was assessed to be
ten years based on the expected period during which the technology will provide incremental value.
Key judgements
i) Unrecognised deferred tax assets
At year-end exchange rates, the Group has tax losses carried forward of £21,884k in the USA and £10,742k in Poland, while tax losses of £703k have
been recognised on the statement of financial position. Based on projections, the Group expects to use all these carried forward tax losses;
however, management has taken a prudent approach based on historical performance by the entities in this tax jurisdiction and recognised a lower
figure. If the Group makes two consecutive years of profit in the USA, further consideration will be given to recognising a deferred tax asset.
28. Events after the reporting period
There are no events after the reporting period affecting these financial statements.
FIVE-YEAR TRADING SUMMARY
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Group revenue
147.8
127.0
127.4
100.8
82.7
Operating profit (excluding exceptional item)
18.1
15.1
13.9
8.1
9.1
Profit before tax (excluding exceptional item)
15.3
12.8
12.2
7.0
8.3
Profit before tax
0.2
12.8
12.2
7.0
8.3
(Loss)/profit after tax
(2.8)
9.2
10.0
4.4
7.2
Capital expenditure (including intangibles)
13.3
8.5
7.0
7.0
12.7
Cash generated from operations
30.4
12.1
23.0
12.2
13.0
Basic earnings per share excluding exceptional item (p)
25.95
19.00
20.61
9.01
14.87
Basic earnings per share (p)
(5.66)
19.00
20.61
9.01
14.87
Dividends per ordinary share (p)
7.48
7.18
6.80
6.50
6.30
Zotefoams plc
Annual Report 2024
154
NOTICE OF THE 2025 ANNUAL GENERAL MEETING
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR
IMMEDIATE ATTENTION
If you are in any doubt as to the action you should take, it is recommended
to seek your own financial advice from your stockbroker, bank manager,
solicitor, accountant or other independent adviser authorised under
the Financial Services and Markets Act 2000 if you are resident in the
UK or, if you reside elsewhere, another appropriately authorised
financial adviser.
If you have sold or otherwise transferred your shares in Zotefoams plc,
you should forward this document and other documents enclosed as
soon as possible either to the purchaser or transferee or to the person
who arranged the sale or transfer so they can pass these documents
to the person who now holds the shares.
ZOTEFOAMS PLC
Notice of Annual General Meeting
Zotefoams plc considers it vital to engage with investors and
other stakeholders through the most appropriate channels.
Shareholders’ views are important and we want to ensure that
they are given as much information as possible in good time to
enable them to participate in the decision-making process.
Notice is hereby given that the Annual General Meeting (AGM) of
Zotefoams plc (the “Company”) will be held at the registered office of
the Company,
675 Mitcham Road, Croydon, CR9 3AL, on 22 May 2025
at 10.00 am
for the following purposes.
Ordinary business
1.
To receive the Annual Report of the Company for the year ended
31 December 2024.
2.
To approve the Annual Statement by the Chair of the
Remuneration Commiee and the Annual Report on Remuneration
for the year ended 31 December 2024 set out on pages 84 to 97 of
the Annual Report.
3.
To declare a final dividend for the year ended 31 December 2024
of 5.10 pence per ordinary share, such dividend to be payable on
2 June 2025 to shareholders on the register of members of the
Company at the close of business on 2 May 2025.
4.
To re-elect L Drummond as a Director.
5.
To re-elect R M Cox as a Director.
6.
To re-elect G C McGrath as a Director.
7.
To re-elect J D Carling as a Director.
8.
To re-elect D G Robertson as a Director.
9.
To re-elect M S Swift as a Director.
10.
To re-elect C A Wall as a Director.
11.
That PKF Lilejohn LLP be and is hereby re-appointed as Auditor
of the Company to hold office from the conclusion of the AGM until
the conclusion of the next general meeting at which accounts are
laid before the Company.
12.
To authorise the Audit Commiee to determine the Auditor’s
remuneration.
Special business
To consider and, if thought fit, to pass the following resolutions, of
which resolutions 13 and 17 will be proposed as ordinary resolutions and
resolutions 14, 15, 16 and 18 will be proposed as special resolutions.
13.
That, in substitution for any equivalent authorities and powers
granted to the Directors prior to the passing of this resolution, the
Directors be, and are generally and unconditionally, authorised
pursuant to Section 551 of the Companies Act 2006 (the “Act”):
(a)
to exercise all powers of the Company to allot shares in the
Company and grant rights to subscribe for or to convert any
security into shares of the Company (such shares, and rights
to subscribe for or to convert any security into shares of the
Company, being “relevant securities”) up to an aggregate
nominal amount of £814,103 (such amount to be reduced by
the nominal amount of any allotments or grants made under
paragraph (b) below in excess of £814,103
); and further
(b)
to allot equity securities (as defined in Section 560 of the Act)
up to an aggregate nominal amount of £1,628,207 (such amount
to be reduced by the nominal amount of any allotments or
grants made under paragraph (a) above) in connection with
an offer by way of rights issue:
(i)
in favour of holders of ordinary shares in the capital of
the Company, where the equity securities respectively
aributable to the interests of all such holders are
proportionate (as nearly as practicable) to the respective
number of ordinary shares in the capital of the Company
held by them; and
(ii)
to holders of any other equity securities as required by the
rights of those securities or as the Directors otherwise
consider necessary;
but subject to such exclusions or other arrangements
as the Directors may deem necessary or expedient to
deal with treasury shares, fractional entitlements or legal,
regulatory or practical problems arising under the laws
or requirements of any overseas territory or by virtue of
shares being represented by depository receipts or the
requirements of any regulatory body or stock exchange
or any other maer whatsoever;
(c)
provided that, unless previously revoked, varied or extended,
this authority shall expire on the earlier of 30 June 2026 and the
conclusion of the next AGM of the Company, except that the
Company may at any time before such expiry make an offer or
agreement which would or might require relevant securities
to be allotted after such expiry and the Directors may allot
relevant securities in pursuance of such an offer or agreement
as if this authority had not expired.
14.
That, if resolution 13 is passed, the Directors be authorised to allot
equity securities (as defined in Section 560 of the Act) for cash
under the authority given by that resolution and/or to sell ordinary
shares 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 authority to be limited:
a)
in favour of holders of ordinary shares in the capital of the
Company, where the equity securities respectively attributable
to the interests of all such holders are proportionate (as nearly
as practicable) to the respective number of ordinary shares in
the capital of the Company held by them; and
(b)
to the allotment of equity securities or sale of treasury shares
(otherwise than under paragraph (a) above) up to a nominal
amount of £122,115;
such authority to expire at the conclusion of the next AGM of the
Company (or, if earlier, on 30 June 2026) but, in each case, prior to
its expiry the Company may make offers, and enter into agreements,
which would, or might, require equity securities to be alloed
(and treasury shares to be sold) after the authority expires and the
Directors may allot equity securities (and sell treasury shares) under
any such offer or agreement as if the authority had not expired.
Zotefoams plc
Annual Report 2024
155
Strategic Report
Governance
Financial Statements
NOTICE OF THE 2025 ANNUAL GENERAL MEETING
(CONT.)
15.
That, if resolution 13 is passed, the Directors be authorised in
addition to any authority granted under resolution 14 to allot equity
securities (as defined in Section 560 of the Act) for cash under the
authority given by that resolution and/or to sell ordinary shares 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 authority to be:
(a)
limited to the allotment of equity securities or sale of treasury
shares up to a nominal amount of £122,115; and
(b)
used only for the purposes of financing (or refinancing, if the
authority is to be used within six months after the original
transaction) a transaction which the Directors determine
to be an acquisition or other 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;
such authority to expire at the conclusion of the next AGM of the
Company (or, if earlier, on 30 June 2026) but, in each case, prior to
its expiry the Company may make offers, and enter into agreements,
which would, or might, require equity securities to be alloed
(and treasury shares to be sold) after the authority expires and the
Directors may allot equity securities (and sell treasury shares) under
any such offer or agreement as if the authority had not expired.
16.
That the Company be and is hereby unconditionally and generally
authorised for the purposes of Section 701 of the Act to make
market purchases (within the meaning of Section 693
(4) of the Act
)
of its ordinary shares of 5 pence each (“ordinary shares”)
provided that:
(a)
the maximum number of ordinary shares authorised to be
purchased is 4,884,623, representing approximately 10% of the
issued ordinary share capital as at 6 April 2025;
(b)
the minimum price which may be paid for any such ordinary
share is 5 pence;
(c)
the maximum price which may be paid for an ordinary share
shall be an amount equal to 105% of the average middle market
quotations for an ordinary share as derived from the London
Stock Exchange Daily Official List for the five business days
immediately preceding the day on which the ordinary share
is contracted to be purchased; and
(d)
this authority shall, unless previously renewed, revoked or
varied, expire on the earlier of 30 June 2026 and the conclusion
of the next AGM, but the Company may enter into a contract
for the purchase of ordinary shares before the expiry of this
authority which would or might be completed (wholly or partly)
after its expiry.
17.
That the amendments to the rules of the Zotefoams plc Share
Incentive Plan (SIP), described in the circular of which the notice
containing this resolution forms part and in the form produced to
the meeting and for the purposes of identification initialled by the
Chair of the meeting, to extend the termination date of the SIP
from 13 May 2025 to 22 May 2035; be and are hereby approved and
adopted and that the Directors be and are hereby authorised to do
all such other acts and things as they may consider appropriate to
implement the same.
18.
That a general meeting other than an Annual General Meeting
may be called on not less than 14 clear days’ notice.
Dated: 7 April 2025
By order of the Board
Registered Office:
675 Mitcham Road
Croydon
CR9 3AL
L Harra
Company Secretary
Notes
(i)
Pursuant to Part 13 of the Companies Act 2006 and to Regulation 41
of the Uncertificated Securities Regulations 2001 (as amended),
only those members registered in the register of members of the
Company at the close of business on 20 May 2025 (or if the AGM is
adjourned, 48 hours before the time fixed for the adjourned AGM)
shall be entitled to aend and vote at the AGM in respect of the
number of shares registered in their name at that time. In each
case, changes to the register of members after such time shall be
disregarded in determining the rights of any person to aend or
vote at the AGM.
(ii)
If you wish to aend the AGM in person, please bring some form
of identification (such as driver’s licence or bank card) and present
this to the Company’s reception desk on arrival.
(iii)
A member who is entitled to aend, speak and vote at the AGM
may appoint a proxy to aend, speak and vote instead of him or her.
A member may appoint more than one proxy, provided each proxy
is appointed to exercise rights aached to different shares
(so a member must have more than one share to be able to
appoint more than one proxy). A proxy need not be a member of
the Company but must aend the AGM in order to represent you.
A proxy must vote in accordance with any instructions given by the
member by whom the proxy is appointed. Appointing a proxy will
not prevent a member from aending in person and voting at the
AGM (although voting in person at the AGM will terminate the proxy
appointment). A proxy form is enclosed or has been sent to you
separately. The notes to the proxy form include instructions on
how to appoint the Chair of the AGM or another person as a proxy.
You can only appoint a proxy using the procedures set out in these
notes and in the notes to the proxy form.
(iv)
To be valid, a proxy form, and the original or duly certified copy of
the power of aorney or other authority (if any) under which it is
signed or authenticated, should reach the Company’s registrars,
Computershare Investor Services plc, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY, by no later than 10.00 am on 20 May 2025.
(v)
CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
meeting and any adjournment(s) thereof by using the procedures
described in the CREST Manual. CREST personal members or other
CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf.
In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST message
(a CREST Proxy Instruction) must be properly authenticated
in accordance with Euroclear UK & Ireland Limited’s
specifications and must contain the information required
for such instruction, as described in the CREST Manual
(available via www.euroclear.com/CREST). The message,
regardless of whether it constitutes the appointment of a proxy
or is an amendment to the instruction given to a previously
appointed proxy, must, in order to be valid, be transmied so
as to be received by the issuer’s agent (ID 3RA50) by the latest
time(s) for receipt of proxy appointments specified in note 3
above. For this purpose, the time of receipt will be taken to be the
time (as determined by the time stamp applied to the message
by the CREST Application Host) from which the 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.
CREST members and, where applicable, their CREST sponsors or
voting service providers should note that Euroclear UK & Ireland
Limited does not make available special procedures in CREST for
any particular messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy Instructions.
Zotefoams plc
Annual Report 2024
156
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 his or her CREST sponsor or voting service provider(s)
to take) such action as shall be necessary to ensure that a message
is transmied 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
(www.euroclear.com/CREST).
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 (as amended).
(vi)
In the case of joint holders of shares, the vote of the first named in
the register of members who tenders a vote, whether in person or
by proxy, shall be accepted to the exclusion of the votes of other
joint holders.
(vii)
The following information is available at www.zotefoams.com:
(1) the maers set out in this notice of AGM; (2) the total numbers
of shares in the Company, and shares in each class, in respect of
which members are entitled to exercise voting rights at the AGM;
(3) the totals of the voting rights that members are entitled to
exercise at the AGM, in respect of the shares of each class; and
(4) members’ statements, members’ resolutions and members’
maers of business received by the Company after the first date
on which notice of the AGM was given.
(viii) If you are a person who has been nominated by a member to
enjoy information rights in accordance with Section 146 of the
Companies Act 2006, notes (iii) to (v) above do not apply to you
(as the rights described in these notes can only be exercised by
members of the Company) but you may have a right under an
agreement between you and the member by whom you were
nominated to be appointed or to have someone else appointed,
as a proxy for the meeting. If you have no such right or do not wish
to exercise it, you may have a right under such an agreement to
give instructions to the member as to the exercise of voting rights.
(ix)
A member that is a company, or other organisation not having
a physical presence, cannot aend in person but can appoint
someone to represent it. This can be done in one of two ways:
by the appointment of either a proxy (described in notes (iii) to
(v) above) or a corporate representative. Members considering
the appointment of a corporate representative should check their
own legal position, the Company’s Articles of Association and the
relevant provision of the Companies Act 2006.
(x)
Members aending the AGM have the right to ask, and, subject
to the provisions of the Companies Act 2006, the Company must
cause to be answered, any questions relating to the business
being dealt with at the AGM.
(xi)
As at the close of business on 6 April 2025 (being the latest
practicable date before publication of this notice), the Company’s
issued share capital comprised 48,846,234 ordinary shares of
5 pence each. Each ordinary share carries the right to one vote at
a general meeting of the Company. No ordinary shares were held
in treasury and accordingly the total number of voting rights in the
Company as at the close of business on 5 April 2025 is 48,846,234.
(xii)
Shareholders should note that it is possible that, pursuant to
requests made by shareholders of the Company under
Section 527 of the Companies Act 2006, the Company may be
required to publish on a website a statement seing out any
maer relating to: (1) 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 (2) any circumstance connected
with the 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 Companies Act 2006.
The Company may not require the shareholders requesting
any such website publication to pay its expenses in complying
with Section 527 or 528 of the Companies Act 2006. Where the
Company is required to place a statement on a website under
Section 527 of the Companies Act 2006, 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 AGM includes any statement
that the Company has been required, under Section 527 of the
Companies Act 2006, to publish on a website.
(xiii) Copies of the Executive Directors’ service contracts with the
Company and any of its subsidiary undertakings, deeds of
indemnity in favour of the Directors, leers of appointment of
the Non-Executive Directors and a copy of the rules of the
Zotefoams plc Share Incentive Plan are available for inspection at
the registered office of the Company during the usual business
hours on any weekday (Saturday, Sunday or public holidays
excluded) from the date of this notice until the conclusion of the
AGM. A copy of the rules of the Zotefoams plc Share Incentive Plan
is also available for inspection on the National Storage Mechanism.
Explanatory notes to the resolutions
Ordinary business
Resolution 1 – Receiving the Annual Report
Shareholders will be asked to receive the Company’s Annual Report
for the financial year ended 31 December 2024, as required by law.
Resolution 2 – Directors’ Remuneration report
Resolution 2 seeks shareholder approval of the Directors’ Remuneration
report for the year ended 31 December 2024 which can be found on
pages 84 to 97 of the Annual Report. The Company’s External Auditor,
PKF Lilejohn LLP, has audited those parts of the Directors’
Remuneration report that are required to be audited and its report
may be found on pages 102 to 106 of the Annual Report.
The shareholders approved the current Directors’ Remuneration Policy
at the AGM held on 24 May 2023 and it became effective immediately.
As there have been no changes to the Directors’ Remuneration Policy,
there is no need to seek further approval of it at this year’s AGM.
The current intention is to submit the Directors’ Remuneration Policy
for shareholder approval at the AGM scheduled for 2026, unless, in the
interim, there are specific changes that require shareholder approval.
The Directors’ Remuneration Policy may be found in the 2022 Annual
Report on pages 91 to 99.
Resolution 3 – Declaration of dividend
This resolution concerns the Company’s final dividend payment.
The Directors are recommending a final dividend of 5.10 pence per
ordinary share in respect of the year ended 31 December 2024 which,
if approved, will be payable on 2 June 2025 to the shareholders on the
register of members on 2 May 2025.
Resolutions 4 to 10 – Re-election of Directors
The Company’s Articles of Association require each Director of the
Company to retire from office at each Annual General Meeting of the
Company and, if they are willing, to offer themselves for re-appointment
by the shareholders. Biographies for the Directors are set out on
pages 72 to 73 of the Annual Report for the year ended 31 December 2024.
With the Chair having undertaken performance reviews of the Directors,
and the Non-Executive Directors having undertaken a performance
review of the Chair, the Board is satisfied that each Director continues
to be effective and demonstrates commitment to the role and
recommends that each Director should be re-elected.
Resolutions 11 and 12 – Re-appointment of Auditor and its
remuneration
Resolution 11 concerns the re-appointment of PKF Lilejohn LLP as the
Company’s Auditor, to hold office until the conclusion of the Company’s
next general meeting where accounts are laid. Resolution 12 authorises
the Audit Commiee to determine the Auditor’s remuneration.
Zotefoams plc
Annual Report 2024
157
Strategic Report
Governance
Financial Statements
NOTICE OF THE 2025 ANNUAL GENERAL MEETING
(CONT.)
Special business
Resolution 13 – Power to allot shares
This resolution grants the Directors authority to allot shares in the
capital of the Company and other relevant securities up to an aggregate
nominal value of £814,103, representing approximately one-third of the
nominal value of the issued ordinary share capital of the Company as at
6 April 2025, being the latest practicable date before publication of this
notice. In addition, in accordance with the latest institutional guidelines
issued by the Investment Association, paragraph (b) of resolution 13
grants the Directors authority to allot further equity securities up to an
aggregate nominal value of £1,628,207 representing approximately
two-thirds of the nominal value of the issued ordinary share capital of
the Company as at 6 April 2025, being the latest practicable date before
publication of this notice. This additional authority may only be applied
to fully pre-emptive rights issues.
The intention of the authority granted pursuant to paragraph (b) of
resolution 13 is to preserve maximum flexibility and if the Directors do
exercise this authority, they intend to follow best practice as regards
its use.
The Company does not currently hold any shares as treasury shares
within the meaning of Section 724 of the Companies Act 2006
(“Treasury Shares”).
The Directors consider it desirable that the specified amount of
authorised but unissued share capital is available for issue so that they
can more readily take advantage of possible opportunities, which may
include the allotment of shares to the Employee Benefit Trust for the
purpose of fulfilling future potential awards.
Unless revoked, varied or extended, this authority will expire at the
conclusion of the next AGM of the Company or 30 June 2026, whichever
is the earlier.
Resolutions 14 and 15 – Authority to allot shares disregarding
pre-emption rights
These resolutions authorise the Directors in certain circumstances
to allot equity securities for cash other than in accordance with the
statutory pre-emption rights (which require a company to offer all
allotments for cash first to existing shareholders in proportion to their
holdings). Resolution 14 authorises the Directors to issue shares where
either the allotment takes place in connection with a rights issue or the
allotment is limited to a maximum nominal amount of £122,115, representing
approximately 5% of the nominal value of the issued ordinary share
capital of the Company as at 6 April 2025, being the latest practicable
date before publication of this notice. Resolution 15 authorises the
Directors to issue a further 5% of the issued ordinary share capital of
the Company, but only to be used to raise finance for an acquisition or a
specified capital investment (within the meaning given in the Pre-Emption
Group’s Statement of Principles) which is announced contemporaneously
with the allotment, or which has taken place in the preceding six-month
period and is disclosed in the announcement of the allotment.
Unless revoked, varied or extended, these authorities will expire at the
conclusion of the next AGM of the Company or 30 June 2026, whichever
is the earlier.
The Directors consider that the powers proposed to be granted by these
resolutions are necessary to retain flexibility, although they do not have
any intention at the present time of exercising them. In accordance with
the Pre-Emption Group’s Statement of Principles, the Directors confirm
that they do not intend to issue more than 7.5% of the issued ordinary
share capital of the Company on a non-pre-emptive basis in any rolling
three-year period without prior consultation with shareholders.
Resolution 16 – Authority to purchase shares (market purchases)
This resolution authorises the Board to make market purchases of up
to 4,884,623 ordinary shares (representing approximately 10% of the
Company’s issued ordinary shares as at 6 April 2025, being the latest
practicable date before publication of this notice). Shares so purchased
may be cancelled or held as treasury shares. The authority will expire at
the end of the next AGM of the Company or 30 June 2026, whichever is
the earlier. The Directors intend to seek renewal of this authority at
subsequent AGMs.
The minimum price that can be paid for an ordinary share is 5 pence,
being the nominal value of an ordinary share. The maximum price that
can be paid is 5% over the average of the middle market prices for an
ordinary share, derived from the Daily Official List of the London Stock
Exchange, for the five business days immediately before the day on
which the share is contracted to be purchased.
The Directors intend to exercise this right only when, in light of the
market conditions prevailing at the time and taking into account all
relevant factors (for example, the effect on earnings per share), they
believe that such purchases are in the best interests of the Company
and shareholders in general and will result in an increase in earnings per
ordinary share. The overall position of the Company will be taken into
account before deciding upon this course of action. The decision as
to whether any such shares bought back will be cancelled or held in
treasury will be made by the Directors on the same basis at the time
of the purchase.
As at 6 April 2025, being the latest practicable date before publication
of this notice, there were outstanding awards under the Company’s
long-term incentive schemes (excluding the Share Incentive Plan)
in respect of 1,374,248 ordinary shares in the capital of the Company
representing 2.8% of the Company’s issued ordinary share capital.
If the authority to purchase the Company’s ordinary shares were
exercised in full, such awards would represent 3.1% of the Company’s
issued ordinary share capital.
Resolution 17 – Extension of the Zotefoams plc Share Incentive Plan
Resolution 17 extends the operation of the Zotefoams plc Share
Incentive Plan (SIP), which was approved by the Shareholders
on 13 May 2015.
The Company operates the SIP, an all-employee tax-advantaged share
incentive plan, which encourages employees to build a stake in the
Company and create value for all shareholders. The Directors’ authority
to issue new shares or transfer treasury shares out of treasury for the
purposes of the SIP expires on 13 May 2025, and therefore it will not be
possible to grant further awards under the SIP after 13 May 2025.
Shareholder approval is sought to extend the life of the SIP for a further
ten years until 22 May 2035 to enable the Company to continue to
operate the SIP.
The principal terms of the SIP are set out in the Appendix to this
document on page 159. The SIP provides for the acquisition by
employees within the Zotefoams Group of beneficial interests in fully
paid ordinary shares to be held on their behalf by a plan trustee subject
to the rules of the SIP. There is a limit on the issue of new shares for the
purposes of the SIP as described further in the Appendix.
Resolution 18 – Notice period for general meetings
Under the Companies Act 2006, a listed company must give at least
21 days’ notice of its general meetings. However, the Act enables
general meetings (other than AGMs) to be held on shorter notice
of not less than 14 days, provided the shareholders have given their
consent at the previous AGM or a general meeting held since the last
AGM. Resolution 18 seeks such approval similar to the resolution that
was passed last year. The approval will be effective until the Company’s
next AGM, when it is intended that a similar resolution will be proposed.
The Directors will always endeavour to give as much notice as possible
of general meetings, but would like to have the flexibility to call a general
meeting on the shorter permied notice period for time-sensitive
maers that are clearly in the shareholders’ interests and otherwise for
non-routine business, where merited, in the interests of shareholders
as a whole. If the authority is used, the Company will offer the ability,
as required by the Companies Act 2006, to vote electronically.
Recommendation
The Directors consider that the proposals being put to the
shareholders at the AGM are in the best interests of the Company and
of the shareholders as a whole. Accordingly, the Directors recommend
that you vote in favour of the resolutions set out in the Notice of the
AGM, as they intend to do in respect of their own beneficial holdings
of ordinary shares.
Zotefoams plc
Annual Report 2024
158
APPENDIX: SUMMARY OF THE MAIN PROVISIONS OF THE
ZOTEFOAMS PLC SHARE INCENTIVE PLAN (SIP)
General
The SIP is, and was, registered with His Majesty’s Revenue & Customs
on 14 May 2015 as, a “qualifying Schedule 2 share incentive plan” as
mentioned in Section 488 and Schedule 2, Income Tax (Earnings and
Pensions) Act 2003 (the “relevant provisions”). The SIP provides for
shares to be acquired by eligible employees as outlined below.
Shares acquired under the SIP must be held by the plan trustee
(the “SIP Trustee”).
Eligibility
All UK resident employees of the Zotefoams Group (the “Group”) who
have been employed for a minimum period (as permied by the relevant
provisions) are eligible to participate in the SIP on any occasion on which
awards of shares are proposed to be made.
The Directors may decide to create a scheme similar to the SIP for the
benefit of employees located outside the UK based on the SIP but
modified to take account of local taxation, exchange control or
securities laws in overseas territories provided that any shares made
available under any such further schemes are treated as counting
against the limits on individual or overall participation in the SIP.
Partnership Shares and Matching Shares
Eligible employees may be invited to agree that up to £1,800 p.a. (or such
other amount as may be specified in the relevant provisions) of pre-tax
salary may be applied to the acquisition of shares in the Company
(“Partnership Shares”) to be held on his or her behalf by the SIP Trustee.
Insofar as employees elect to acquire Partnership Shares in any year,
the Directors may procure the transfer to such participants of additional
shares (“Matching Shares”), free of charge, but not to exceed (currently)
two free Matching Shares for each Partnership Share so acquired.
Subject to the aforementioned limit, the number of Matching Shares
made available in any year is at the absolute discretion of the Directors
and may be determined by reference to the performance of the Group
over such period as the Directors may determine. Currently, the
Directors operate the SIP by procuring the transfer of one Matching
Share to participants for every four Partnership Shares acquired.
A participant may at any time withdraw his or her Partnership Shares
from the SIP and will be required to do so on leaving employment.
The Directors may stipulate that if a participant leaves employment
(otherwise than in consequence of death, disability, redundancy,
retirement or the company or business in which he or she is employed
being sold outside the Group) or withdraws his or her Partnership
Shares within a period not exceeding three years, his or her Matching
Shares will then be forfeited.
Free Shares
If the Directors so determine, the SIP Trustee may, each year, invite
eligible employees to accept an appropriation of shares in the
Company with a market value of up to (currently) £3,600 per employee
(“Free Shares”). Such Free Shares must be appropriated among
participating eligible employees on a “similar terms” basis except that,
subject to the relevant provisions, the whole or a proportion of such
Free Shares may be appropriated by reference to performance
determined according to such objective criteria and over such period
as the Directors may specify. Participants must agree to allow their
Free (and Matching) Shares to remain with the SIP Trustee throughout
a holding period specified by the Directors of between three and five
years. The Directors may stipulate that, if a participant leaves the
Group (otherwise than as mentioned above) within three years after
they were appropriated to him or her, his or her Free Shares will then
be forfeited.
Sourcing of shares
Free and Matching Shares will be purchased in the market or, subject
to the limits described below, subscribed for by the SIP Trustee using
funds contributed by the respective employer companies within
the Group.
Reinvestment of dividends on SIP Shares
The Directors may determine that dividends on shares held in the SIP on
behalf of participants may be reinvested in acquiring additional shares
in the Company to be held in the SIP. Dividends reinvested will be exempt
from income tax.
Tax benefits for participants
Under current tax rules, salary applied in the acquisition of Partnership
Shares is free of tax and National Insurance contributions (“NICs”).
Free and Matching Shares will be acquired free of income tax and NICs.
For so long as shares are held in the SIP, any gain in their value is exempt
from capital gains tax. Participants may be charged income tax and
NICs if shares are withdrawn from the SIP within five years. Participating
companies will generally be entitled to relief from corporation tax for
expenses incurred in funding the acquisition of Free and Matching
Shares for the purposes of the SIP and for the costs of establishing
and administering the SIP.
Rights of participants
Participants will beneficially own shares held in the SIP by the SIP
Trustee on their behalf. Except as mentioned above, all dividends and
other distributions received in respect of such shares will be passed
on to the participants.
The SIP Trustee will exercise voting rights in respect of such shares only
in accordance with directions in writing given by the participants. In the
event of a takeover or a rights or capitalisation issue or other variation of
the Company’s share capital, participants may instruct the SIP Trustee
how to act or vote on their behalf.
Overall limit on the issue of new shares
The Company may issue shares for the purposes of making awards
under the SIP. However, the number of shares which may be issued,
or in respect of which rights to subscribe for new shares may be
granted, on any day under or for the purposes of the SIP, when added
to the number of shares which have been issued or remain issuable
under rights to subscribe for shares granted under or for the purposes
of any other executive or employees’ share scheme established by the
Company, in the period of ten years ending on that day, shall not exceed
10% of the issued ordinary share capital of the Company.
Amendment of the SIP
The Directors may amend the SIP, but the provisions relating to the
eligibility of participants, limitations on the number of shares issued
for the purposes of the SIP, individual participation limits, the basis for
determining a participant’s entitlement, the rights aaching to shares
and the adjustment thereof if there is a capitalisation, rights issue,
open offer, sub-division or consolidation of shares or reduction of
capital or any variation of capital, cannot be altered to the advantage
of participants without the prior approval of shareholders in a general
meeting except for minor amendments to benefit the administration
of the SIP, to take account of a change in legislation or to obtain or
maintain favourable tax, exchange control or regulatory treatment
for participants in the SIP or for any member of the Group.
This summary does not form part of the rules of the SIP and should
not be taken as affecting the interpretation of their detailed terms
and conditions.
Zotefoams plc
Annual Report 2024
159
Strategic Report
Governance
Financial Statements
COMPANY INFORMATION
Registered office
675 Mitcham Road
Croydon CR9 3AL
cosec@zotefoams.com
Registered number
2714645
Joint brokers
Peel Hunt LLP
7th Floor
100 Liverpool Street
London EC2M 2AT
Singer Capital Markets
Advisory LLP
One Bartholomew Lane
London EC2N 2AX
Financial public relations
IFC Advisory Limited
Birchin Court, 20 Birchin Lane
London EC3V 9DU
Auditor
PKF Lilejohn LLP
15 Westferry Circus
Canary Wharf
London E14 4HD
Bankers
Handelsbanken plc
3 Thomas More Square
London E1W 1WY
National Westminster Bank plc
Turnpike House, 123 High Street
Crawley RH10 1DD
Solicitors
Osborne Clarke LLP
One London Wall
London EC2Y 5EB
Collyer Bristow LLP
St Martin’s Court
10 Paternoster Row
London EC4M 7EJ
Registrars
Computershare Investor
Services plc
The Pavilions
Bridgwater Road
Bristol BS13 8AE
www.computershare.com
FINANCIAL CALENDAR
AGM
22 May 2025
Payment of final dividend
2 June 2025 to shareholders on the
register at the close of business on
2 May 2025
Payment of interim dividend
October 2025
Announcement of 2025 results
March 2026
Website
The Company has a website (www.zotefoams.com) which provides
information on the business and products.
Zotefoams®, AZOTE®, ZOTEK®, T-FIT®, Plastazote®, Evazote®,
Supazote®, ReZorce® and Ecozote® are registered trademarks
of Zotefoams plc.
MuCell® is a registered trademark of Trexel Inc.
Registrars
Enquiries concerning the holding of ordinary shares in the Company
should be addressed to the registrars who should also be notified of
any changes in a holder’s address.
The registrars are: Computershare Investor Services plc, The Pavilions,
Bridgwater Road, Bristol BS13 8AE.
Telephone: 0370 707 1424
www.investorcentre.co.uk/contactus
Zotefoams plc
Annual Report 2024
160
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Zotefoams plc
675 Mitcham Road
Croydon
CR9 3AL
United Kingdom
T +44 (0)20 8664 1600
F +44 (0)20 8664 1616
investorinfo@zotefoams.com
www.zotefoams.com