t
Benchmark Holdings plc announced half-year results for the six months ended 31 March 2025, reporting a Group profit after tax of £76.0m, primarily driven by a £90.9m gain from the sale of its Genetics business, which completed on 31 March 2025 and realised gross cash proceeds of approximately £194m. Post period end, the Company repaid approximately £87m in borrowings and on 23 May 2025, announced proposals to delist from AIM and Euronext Growth Oslo, including a Tender Offer at 25 pence per share and a planned special dividend, with a General Meeting scheduled for 18 June 2025.
| Date | 12 Jun 2025 |
| Time | 07:00:08 |
| Category | Results |
| ID | 4846M |
12 June 2025
Benchmark Holdings plc
("Benchmark", the "Company" or the "Group")
Half year results for the six months ended 31 March 2025
Completion of sale of Genetics business resulting in £76m Group profit
Continuing business performing in line with expectations
Benchmark (AIM: BMK, Euronext Growth Oslo: BMK), the aquaculture biotechnology company, announces its unaudited interim results for the six months ended 31 March 2025 (the "Period" or "H1 FY25").
Financial Highlights
Overview
· Group profit after tax from continuing and discontinued operations of £76.0m driven by an £90.9m gain from the sale of the Genetics business, completed on 31 March 2025
· Post period end the Company announced plans to return capital to shareholders and to delist the Company from AIM and Euronext Growth Oslo
Continuing business
· H1 FY25 results for the continuing business reflect an improvement in Advanced Nutrition in the second quarter of the year and a continued solid performance in Health
· Group revenues from continuing activities of £40.6m were 22% below H1 FY24 (-17% assuming constant exchange rates CER) primarily as result of a pause in sales of Ectosan® Vet and CleanTreat® since the second half of FY24 while the new land-based model is developed
o Advanced Nutrition revenues were £37.7m (H1 FY24: £40.4m), down 1% CER reflecting improved trading in Q2 FY25 partially offsetting weak Q1 FY25 performance
o Health revenues were £3.0m (H1 FY24: £11.5m) reflecting pause in Ectosan®Vet and CleanTreat® and lower Salmosan® Vet sales as a result of timing differences across financial periods
· Adjusted EBITDA from continuing operations was £4.2m (H1 FY24: £9.6m) driven by lower revenues as above, whilst cost base is not yet fully reflective of corporate streamlining underway post Genetics sale
· Group operating costs were £14.2m, 13% below H1 FY24:
o Advanced Nutrition and Health reported a reduction in operating costs following restructuring in the prior year
o Corporate costs include costs previously allocated to Genetics which will be eliminated as a result of streamlining underway
· Operating loss from continuing operations was £8.4m (H1 FY24: loss of £7.2m)
· Cash, liquidity and net debt:
o Cash and cash equivalents of £116.9m and liquidity (cash and available facility) of £131.6m at 10 June 2025
o Net cash of £125.9m at 31 March 2025, with borrowings fully repaid after the period end in April 2025
Strategic and Operational Highlights
· Advanced Nutrition - Continued commercial and operational progress
o The Company's diversified portfolio of high performing products and solutions is performing well as producers seek to optimise performance and yield
o Products launched in the last two years including high performing fish diets are increasingly adopted by customers, resulting in increased sales
o Improved product mix compared to H2 FY24 and Q1 FY25 with increased availability of high quality Artemia
o Launched new algae product during the period which is generating good traction
o Strategy implemented in key Ecuadorian market to strengthen local presence to leverage our technical team is delivering results
o Conditions in shrimp market still challenging in Q2 FY25; post period end the new US tariff regime has caused some uncertainty
o Conditions in Mediterranean fish market are positive with improved end pricing and benefits of industry consolidation coming through
· Health - Solid performance of core Salmosan® Vet business post restructuring in FY24
o Salmosan® Vet business performing well with sales in line with management expectations and continued cost discipline.
o Positioned for relaunch of Ectosan® Vet and CleanTreat® with new land-based configuration subject to customer interest in the new capital-light solution
· Group - Genetics disposal complete. Repayment of Green Bond and RCF post period end. Proposals to return capital to shareholders and delist from AIM and Euronext Growth Oslo announced post period end
o Genetics disposal completed on 31 March 2025 realising gross cash proceeds of c. £194m
§ Streamlining of corporate structure resulting from disposal of Genetics business well advanced post period end
§ Obligations under transaction services agreement are substantially complete and expect to be fulfilled by 30 June 2025
o Repayment of Green Bond, revolving credit facilities and associated hedging instruments post period end which in total amounted to approximately £87m
o Proposals for return of capital and future of the continuing business announced on 23 May 2025*. Proposals include:
§ Cancellation of the admissions to trading of the Company's Ordinary Shares on AIM and Euronext Growth Oslo
§ Re-registration of the Company as a private limited company
§ Opportunity for Qualifying Shareholders to realise all or some of their investment in the Company by accepting a Tender Offer at a Tender Offer Price of 25 pence per Ordinary Share
§ A planned special dividend for Shareholders that do not participate in the Tender Offer to be paid following the successful implementation of the Tender Offer and the De-Listings
§ Implementation of the Tender Offer, the De-Listings and the Re-Registration, is conditional, inter alia, upon the applicable Resolutions being passed at the forthcoming General Meeting to be held at 12.00 noon on 18 June 2025 and on the Norwegian Approval
§ Expected last day of dealings in the Ordinary Shares on AIM and Euronext Growth Oslo expected to be within 2 - 3 months of the date of the Norwegian Approval
* Unless otherwise defined, capitalised terms used in this announcement have the same meanings as ascribed to them in the circular found in this link http://www.rns-pdf.londonstockexchange.com/rns/9520J_1-2025-5-23.pdf
Current trading and outlook - trading in line with expectations for the full year
The Group is trading in line with expectations for the full year underpinned by improving performance in Advanced Nutrition since the latter part of Q1 FY25 albeit with some uncertainty caused by the new US tariff regime. Health is now a profitable, cash positive business focusing on Salmosan® Vet.
Financial Summary
|
£m |
H1 FY25 |
H1 FY24 Restated* |
% AER |
% CER** |
FY24 (full year) |
|
Revenue |
40.6 |
51.8 |
-22% |
-17% |
90.4 |
|
Adjusted |
|
|
|
|
|
|
Adjusted EBITDA1 |
4.2 |
9.6 |
-56% |
-56% |
11.9 |
|
Adjusted Operating profit2 |
2.4 |
1.6 |
57% |
55% |
(16.6) |
|
Statutory |
|
|
|
|
|
|
Operating loss continuing operations |
(8.4) |
(7.2) |
-16% |
-17% |
(35.5) |
|
Loss before tax continuing operations |
(12.6) |
(11.6) |
-9% |
-9% |
(45.9) |
|
Loss for the period from continuing operations |
(13.1) |
(11.4) |
-15% |
-16% |
(44.3) |
|
Profit from discontinued operations |
89.1 |
2.6 |
|
|
5.2 |
|
Basic earnings per share (p) (including discontinued operations) |
10.33 |
(1.21) |
|
|
(5.34) |
|
Net cash/(debt)3 |
125.9 |
(72.7) |
|
|
(49.0) |
* H1 2024 numbers were restated to reflect the results of the Genetics business being classified as a discontinued operation in FY24 in line with IFRS5 following the decision to sell the business area
**Constant exchange rate (CER) figures derived by retranslating current year figures using previous year's foreign exchange rates
(1) Adjusted EBITDA is EBITDA (earnings before interest, tax, depreciation and amortisation and impairment), before exceptional items - restructuring, acquisition and disposal related expenditure
(2) Adjusted Operating Profit is operating loss before exceptional items including acquisition related items and amortisation of intangible assets excluding development costs
(3) Net cash/(debt) is cash and cash equivalents less loans and borrowings
Business Area summary
|
£m |
H1 FY25 |
H1 FY24 |
% AER |
% CER* |
FY24 (full year) |
|
Revenue |
|
|
|
|
|
|
Advanced Nutrition |
37.7 |
40.4 |
-7% |
-1% |
75.9 |
|
Health |
3.0 |
11.5 |
-74% |
-73% |
14.5 |
|
Adjusted EBITDA1 |
|
|
|
|
|
|
Advanced Nutrition |
6.5 |
9.9 |
-35% |
-35% |
14.4 |
|
Health |
0.5 |
2.2 |
-78% |
-77% |
2.1 |
*Constant exchange rate (CER) figures derived by retranslating current year figures using previous year's foreign exchange rates
(1) Adjusted EBITDA is EBITDA (earnings before interest, tax, depreciation and amortisation and impairment), before exceptional items - restructuring, acquisition and disposal related expenditure
Trond Williksen, CEO of Benchmark, commented:
"The streamlining of Benchmark following the sale of the Genetics business is well underway and the performance in the remaining business has developed positively and in line with our expectations in the last quarter.
"The announced decision to delist the Company from AIM and from Euronext Growth Oslo is driven by strong commercial rationale, reducing costs and rightsizing the remaining business for the next phase."
Webcast for analysts and institutional investors at 8.00 a.m. UK time (9.00 a.m. CET)
Trond Williksen, Chief Executive Officer and Septima Maguire, Chief Financial Officer will host a webcast for analysts and institutional investors today at 08.00 a.m. UK time (9.00 a.m. CET) available at https://channel.royalcast.com/hegnarmedia/#!/hegnarmedia/20250612_2
Equity Development webcast for retail investors at 10.00 a.m. UK time (11.00 a.m. CET)
Trond Williksen, Chief Executive Officer and Septima Maguire, Chief Financial Officer will host a second webcast for retail investors and wealth managers today at 10.00 a.m. UK time (11.00 a.m. CET). The webcast is open to all existing and potential shareholders. To register please visit:
https://www.equitydevelopment.co.uk/news-and-events/benchmark-investor-presentation-12june2025
Enquiries
|
|
|
|
Benchmark Holdings plc |
|
|
Trond Williksen, CEO |
|
|
Septima Maguire, CFO |
|
|
Ivonne Cantu, Investor Relations |
|
|
Strand Hanson Limited (Nominated Adviser and Broker) |
Tel: 020 7409 3494 |
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Christopher Raggett, James Dance, Rob Patrick |
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MHP Group |
Tel: +44 7884 494112 |
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Katie Hunt, Reg Hoare |
Management Report
Introduction
H1 FY25 was a milestone period for Benchmark with the completion of the sale of the Genetics business generating £193.7m gross proceeds and resulting in an £90.9m gain which drove Group profit after tax to £76.0m. Post period end, following completion of the sale, the Company paid down the Green Bond, revolving credit facilities and associated hedging instruments which in total amounted to approximately £87m. On 23 May 2025, the Company announced Proposals to cancel the Company's admission to trading on AIM and Euronext Growth Oslo and to return capital to shareholders via a Tender Offer and a special dividend to those shareholders remaining in the Company post the delistings. Full information on the Proposals including background and reasons for the Proposals which are subject to shareholder approval at a General Meeting on 18 June 2025 can be found in this link Delisting and Tender Offer - Benchmark Holdings plc (LON:BMK)
Continuing business performance
Revenues in H1 FY25 were £40.6m, 22% below H1 FY24 (-17% CER) reflecting an improved performance in Advanced Nutrition in Q2 2025, albeit with some forex headwinds, and the expected reduction in Health year on year having paused sales of Ectosan® Vet and CleanTreat® while a new land-based configuration is being developed, and refocusing the business on its Salmosan® Vet solution. Adjusted EBITDA was £4.2m (H1 FY24: £9.6m) as a result of lower revenues in both business areas and lower gross profit margin in Advanced Nutrition against the prior year, partially offset by lower operating costs.
By business area, Advanced Nutrition reported an improvement in Q2 FY25 partially offsetting a weak Q1 FY25 performance. First half revenues were £37.7m, 7% below H1 FY24, but -1% on a constant exchange rate basis. H1 FY25 Adjusted EBITDA was £6.5m, 35% below H1 FY24 (-35% CER) driven by lower revenues and a lower gross profit margin. The gross profit margin was 47% (H1 FY24: 53%) due to an unfavourable product mix against last year partially as a result of the mix of Artemia grades available in Q1. Q2 saw an improvement in the product mix which is expected to continue in the remainder of the year. Conditions in the shrimp market remained challenging in Q2 FY25 and post period end and the tariffs imposed by the US government on some of the key aquaculture producing countries have caused shrimp producers to take a more cautious approach. We are actively assessing potential steps to mitigate the impact of this development. Conditions in the Mediterranean fish market are positive with an increase in the gate price and benefits from industry consolidation in recent years creating a favourable environment for producers.
In Health, H1 FY25 revenues were £3.0m (H1 FY24: £11.5m) reflecting the pause in sales of Ectosan®Vet and CleanTreat® while a new land-based business model for the offering is developed. Sales of Salmosan®Vet were £3.0m (H1 FY24: £5.7m) with the drop driven primarily by lower revenues from Canada due to the timing of a significant sale which took place in Q2 in FY24 and which came through post period end in FY25. The gross profit margin was 62% (H1 FY24: 50%). Operating costs were significantly below the prior year at £1.3m (H1 FY24: £3.4m) as a result of the restructuring conducted in FY24. Adjusted EBITDA was £0.5m in the period (H1 FY24: £2.2m). The development has continued in the period towards a new land-based configuration and business model for Ectosan® Vet and CleanTreat®. We are working in partnership with a specialist solutions provider, Water AS, and are positioned to relaunch the solution subject to customer interest.
Group operating costs in H1 FY25 were £14.2m, 13% below H1 FY24 with a reduction across both business areas. Corporate costs were in line with the prior year at £4.0m (H1 FY24: £3.9m) and there were £1.4m of costs included within continuing activities relating to recharges to the discontinued Genetics business.
R&D expenses were £1.1m (H1 FY24: £1.3m) and total R&D investment including capitalised development costs was £1.1m (H1 FY24: £1.4m) with no costs capitalised in the period. Depreciation and amortisation were £8.5m (H1 FY24: £14.8m) with the reduction relating to right of use assets in the Health business area as the leases for the CleanTreat® vessels were terminated in the prior year.
The Group reported an operating loss for continuing operations of £8.4m (H1 FY24: £7.2m loss) as a result of lower revenues and a lower gross margin partially offset by a reduction in operating costs, depreciation and amortisation. Adjusted operating profit was £2.4m, 57% above H1 FY24 driven by a significant improvement in Health from a £4.6m loss to a £0.2m profit following the discontinuation of the leased infrastructure associated with CleanTreat®, partially offset by lower adjusted operating profit in Advanced Nutrition of £5.0m (H1 FY24: £8.6m).
Net finance costs for H1 FY25 were £4.3m in line with the prior year (H1 FY24: £4.4m) with a £0.6m increase in interest charges on higher borrowings in the period offset by foreign exchange movements. Post period end following completion of the Genetics disposal the Company paid down its debt including the Green Bond, revolving credit facilities and associated hedging instruments which totalled c.£87m.
Loss before tax from continuing operations in H1 FY25 was £12.6m (H1 FY24: £11.6m loss). This included the impact of significant exceptional costs in the period of £4.1m (H1 FY24: £2.0m), largely related to the strategic review and costs for liabilities assumed associated with the Genetics business following its disposal.
Total tax charge in H1 FY25 was £0.5m (H1 FY24: £0.2m credit). Loss after tax for continuing operations was £13.1m (H1 FY24: £11.4m loss). Profit from discontinued operations was £89.1m resulting from a profit of £90.9m from the sale of the Genetics business leading to a total group profit for the period from continuing and discontinued operations of £76.0m.
The Group reported a net increase in cash and cash equivalents of £184.3m in the six months. This large increase arose from the net proceeds (after disposal costs and cash disposed of) of £184.0m from the sale of the Genetics business which produced net cash inflow from investing activities of £181.8m after capital expenditure of £2.3m. This was supported by net cash inflow from operating activities of £2.9m (H1 FY24: £2.0m outflow) after tax payments of £3.5m (H1 FY24: £3.7m) in the period. The lower operational performance noted above was offset by favourable working capital movements of £3.5m largely due to an increase in payables for costs within the corporate business area associated with the disposal of Genetics, compared to an increase in working capital of £12.8m which largely arose in the now disposed of Genetics business in the prior year.
Net cash outflow from financing activities was £0.3m (H1 FY24: £11.4m outflow) reflecting additional drawing on our RCF in the period of £7.5m offset by finance charges and payment of lease liabilities. Cash and cash equivalents at the end of the period were £207.5m.
Outlook
The Company is trading in line with expectations for the full year in each of the two business areas. The tariffs imposed by the US government on some of the key shrimp aquaculture producing countries create some uncertainty in the near-term causing shrimp producers to take a more cautious approach, and the Company is proactively assessing potential steps to mitigate the impact of this development.
For the longer term and more fundamentally, Benchmark has two well-positioned businesses capable of delivering attractive margins and shareholder returns and the Group's anticipated cost savings will fully benefit it in FY26.
|
All figures in £000's |
Notes |
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 Restated* |
FY 2024 |
|
Revenue |
4 |
22,905 |
26,522 |
40,628 |
51,835 |
90,365 |
|
Cost of sales |
|
(10,917) |
(12,119) |
(21,063) |
(24,682) |
(46,418) |
|
Gross profit |
|
11,988 |
14,403 |
19,565 |
27,153 |
43,947 |
|
Research and development costs |
|
(582) |
(584) |
(1,148) |
(1,272) |
(2,443) |
|
Other operating costs |
|
(6,959) |
(7,762) |
(14,215) |
(16,329) |
(29,582) |
|
Adjusted EBITDA² |
|
4,447 |
6,057 |
4,202 |
9,552 |
11,922 |
|
Exceptional - restructuring, acquisition and disposal related items |
5 |
(2,517) |
(1,864) |
(4,090) |
(1,958) |
(5,581) |
|
EBITDA¹ |
|
1,930 |
4,193 |
112 |
7,594 |
6,341 |
|
Depreciation and impairment |
|
(830) |
(2,006) |
(1,670) |
(7,100) |
(10,949) |
|
Amortisation and impairment |
|
(3,421) |
(3,819) |
(6,802) |
(7,683) |
(30,891) |
|
Operating loss |
|
(2,321) |
(1,632) |
(8,360) |
(7,189) |
(35,499) |
|
Finance cost |
6 |
(5,020) |
(2,689) |
(6,151) |
(5,561) |
(14,209) |
|
Finance income |
6 |
1,781 |
1,809 |
1,887 |
1,149 |
3,783 |
|
Loss before taxation |
|
(5,560) |
(2,512) |
(12,624) |
(11,601) |
(45,925) |
|
Tax on loss |
7 |
(274) |
(418) |
(487) |
204 |
1,646 |
|
Loss from continuing operations |
|
(5,834) |
(2,930) |
(13,111) |
(11,397) |
(44,279) |
|
Discontinued operations |
|
|
|
|
|
|
|
Profit from discontinued operations, net of tax |
8 |
92,018 |
1,783 |
89,096 |
2,626 |
5,159 |
|
|
|
86,184 |
(1,147) |
75,985 |
(8,771) |
(39,120) |
|
Profit/(loss) for the year attributable to: |
|
|
|
|
|
|
|
- Owners of the parent |
|
86,441 |
(1,321) |
76,512 |
(8,948) |
(39,464) |
|
- Non-controlling interest |
|
(257) |
174 |
(527) |
177 |
344 |
|
|
|
86,184 |
(1,147) |
75,985 |
(8,771) |
(39,120) |
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
|
Basic loss per share (pence) |
9 |
11.66 |
(0.18) |
10.33 |
(1.21) |
(5.34) |
|
Diluted loss per share (pence) |
9 |
11.66 |
(0.18) |
10.33 |
(1.21) |
(5.34) |
|
Earnings per share - continuing operations |
|
|
|
|
|
|
|
Basic loss per share (pence) |
9 |
(0.79) |
(0.41) |
(1.77) |
(1.54) |
(5.99) |
|
Diluted loss per share (pence) |
9 |
(0.79) |
(0.41) |
(1.77) |
(1.54) |
(5.99) |
|
|
|
|
|
|
|
|
|
Adjusted EBITDA from continuing operations |
|
4,447 |
6,057 |
4,202 |
9,552 |
11,922 |
|
Adjusted EBITDA from discontinued operations |
8 |
325 |
4,091 |
944 |
7,270 |
16,698 |
|
Total Adjusted EBITDA |
|
4,772 |
10,148 |
5,146 |
16,822 |
28,620 |
1 EBITDA - Earnings before interest, tax, depreciation, amortisation, and impairment
2 Adjusted EBITDA - EBITDA before exceptional items - restructuring, acquisition and disposal related items
*Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the Genetics business being classified as discontinued operations in FY24 in line with IFRS5 following the decision to sell the business area (see note 8).
The accompanying notes are an integral part of this consolidated financial information.
|
All figures in £000's |
|
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 Restated* |
FY 2024 |
||||||||||
|
|
|
|
|
|
|
|
||||||||||
|
Loss for the period |
|
86,184 |
(1,147) |
75,985 |
(8,771) |
(39,120) |
||||||||||
|
Other comprehensive income |
|
|
|
|
|
|
||||||||||
|
Items that are or may be reclassified subsequently to profit or loss |
|
|
|
|
|
|
||||||||||
|
Foreign exchange translation differences |
|
(3,783) |
(3,579) |
6,906 |
(10,992) |
(20,528) |
||||||||||
|
Cash flow hedges - changes in fair value |
|
1,297 |
(1,455) |
1,204 |
(2,345) |
(3,505) |
||||||||||
|
Cash flow hedges - reclassified to profit or loss |
|
(1,337) |
1,494 |
(1,068) |
1,614 |
2,687 |
||||||||||
|
Other comprehensive income for the period |
|
(3,823) |
(3,540) |
7,042 |
(11,723) |
(21,346) |
||||||||||
|
Total comprehensive income for the period |
|
82,361 |
(4,687) |
83,027 |
(20,494) |
(60,466) |
||||||||||
|
|
|
|
|
|
|
|
||||||||||
|
Total comprehensive income for the period attributable to: |
|
|
|
|
|
|
|
|||||||||
|
- Owners of the parent |
|
82,459 |
(4,595) |
83,432 |
(20,336) |
(60,259) |
||||||||||
|
- Non-controlling interest |
|
(98) |
(92) |
(405) |
(158) |
(207) |
||||||||||
|
|
|
82,361 |
(4,687) |
83,027 |
(20,494) |
(60,466) |
||||||||||
|
|
|
|
|
|
|
|
||||||||||
|
Total comprehensive income for the period attributable to owners of the parent: |
|
|
|
|
|
|
|
|||||||||
|
- Continuing operations |
|
(9,972) |
(3,258) |
(10,164) |
(16,067) |
(54,122) |
||||||||||
|
- Discontinued operations** |
|
92,431 |
(1,337) |
93,596 |
(4,269) |
(6,137) |
||||||||||
|
|
|
82,459 |
(4,595) |
83,432 |
(20,336) |
(60,259) |
||||||||||
* Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the Genetics business being classified as discontinued operations in FY24 in line with IFRS5 following the decision to sell the business area (see note 8).
** Total comprehensive income for the period relating to discontinued operations for Q2 2025 includes the profit of £92,018,000 and Q2 YTD 2025 of £89,096,000 (Q2 2024: profit £1,783,000; Q2 YTD 2024: profit £2,626,000) and foreign exchange gain in Q2 of £413,000 and Q2 YTD of £4,500,000 (Q2 2024: loss £3,120,000; Q2 YTD 2024: £6,894,000). FY24 includes the profit of £5,159,000 and foreign exchange loss of £11,296,000.
The accompanying notes are an integral part of this consolidated financial information.
|
|
|
|
|
30 September 2024 |
|
All figures in £000's |
Notes |
(unaudited) |
(unaudited) |
(audited) |
|
Assets |
|
|
|
|
|
Property, plant and equipment |
|
10,624 |
68,525 |
10,107 |
|
Right-of-use assets |
|
3,232 |
16,717 |
4,052 |
|
Intangible assets |
|
112,802 |
190,861 |
115,527 |
|
Equity-accounted investees |
|
2,520 |
4,538 |
2,315 |
|
Other investments |
|
- |
1 |
- |
|
Biological and agricultural assets |
|
- |
18,547 |
- |
|
Non-current assets |
|
129,178 |
299,189 |
132,001 |
|
Inventories |
|
24,382 |
22,790 |
23,674 |
|
Biological and agricultural assets |
|
- |
25,132 |
- |
|
Corporation tax asset |
|
- |
- |
347 |
|
Trade and other receivables |
|
63,214 |
54,589 |
42,539 |
|
Cash and cash equivalents |
|
207,511 |
20,759 |
23,088 |
|
|
|
295,107 |
123,270 |
89,648 |
|
Assets held for sale |
10 |
- |
- |
163,252 |
|
Current assets |
|
295,107 |
123,270 |
252,900 |
|
Total assets |
|
424,285 |
422,459 |
384,901 |
|
Liabilities |
|
|
|
|
|
Trade and other payables |
|
(25,770) |
(30,325) |
(30,102) |
|
Loans and borrowings |
11 |
(79,337) |
(17,292) |
(69,233) |
|
Corporation tax liability |
|
(496) |
(4,583) |
- |
|
Provisions |
|
(654) |
(1,843) |
(233) |
|
|
|
(106,257) |
(54,043) |
(99,568) |
|
Liabilities directly associated with the assets held for sale |
10 |
- |
- |
(46,697) |
|
Current liabilities |
|
(106,257) |
(54,043) |
(146,265) |
|
Loans and borrowings |
11 |
(2,274) |
(76,212) |
(2,837) |
|
Other payables |
|
(2,004) |
(7,986) |
(1,607) |
|
Deferred tax |
|
(8,604) |
(21,291) |
(9,923) |
|
Provisions |
|
(2,316) |
- |
- |
|
Non-current liabilities |
|
(15,198) |
(105,489) |
(14,367) |
|
Total liabilities |
|
(121,455) |
(159,532) |
(160,632) |
|
Net assets |
|
302,830 |
262,927 |
224,269 |
|
Issued capital and reserves attributable to owners of the parent |
|
|
|
|
|
Share capital |
12 |
742 |
739 |
740 |
|
Additional paid-in share capital |
12 |
37,490 |
37,428 |
37,490 |
|
Capital redemption reserve |
|
5 |
5 |
5 |
|
Retained earnings |
|
210,609 |
175,345 |
146,080 |
|
Hedging reserve |
|
(957) |
(934) |
(1,021) |
|
Foreign exchange reserve |
|
54,941 |
44,290 |
34,970 |
|
Equity attributable to owners of the parent |
|
302,830 |
256,873 |
218,264 |
|
Non-controlling interest |
|
- |
6,054 |
6,005 |
|
Total equity and reserves |
|
302,830 |
262,927 |
224,269 |
The accompanying notes are an integral part of this consolidated financial information,
|
All figures in £000's |
Share |
Additional paid-in share capital |
Other |
Hedging |
Retained |
Total attributable |
Non- |
Total |
|
As at 1 October 2024 (audited) |
740 |
37,490 |
34,975 |
(1,021) |
146,080 |
218,264 |
6,005 |
224,269 |
|
Comprehensive income/(loss) for the period |
|
|
|
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
76,512 |
76,512 |
(527) |
75,985 |
|
Other comprehensive income |
- |
- |
6,784 |
136 |
- |
6,920 |
122 |
7,042 |
|
Total comprehensive income for the year |
- |
- |
6,784 |
136 |
76,512 |
83,432 |
(405) |
83,027 |
|
Contributions by and distributions to owners |
|
|
|
|
|
|
|
|
|
Share issue |
2 |
- |
- |
- |
- |
2 |
- |
2 |
|
Transfer of reserves |
- |
- |
13,187 |
|
(13,187) |
- |
- |
- |
|
Share-based payment |
- |
- |
- |
- |
1,204 |
1,204 |
- |
1,204 |
|
Total contributions by and distributions to owners |
2 |
- |
13,187 |
- |
(11,983) |
1,206 |
- |
1,206 |
|
Changes in ownership |
|
|
|
|
|
|
|
|
|
Disposal of subsidiary |
- |
- |
- |
(72) |
- |
(72) |
(5,600) |
(5,672) |
|
Total changes in ownership interests |
- |
- |
- |
(72) |
- |
(72) |
(5,600) |
(5,672) |
|
Total transactions with owners of the Company |
2 |
- |
13,187 |
(72) |
(11,983) |
1,134 |
(5,600) |
(4,466) |
|
As at 31 March 2025 (unaudited) |
742 |
37,490 |
54,946 |
(957) |
210,609 |
302,830 |
- |
302,830 |
|
|
|
|
|
|
|
|
|
|
|
As at 1 October 2023 (audited) |
739 |
37,428 |
54,952 |
(203) |
183,489 |
276,405 |
6,212 |
282,617 |
|
Comprehensive income/(loss)for the period |
|
|
|
|
|
|
|
|
|
(Loss)/profit for the period |
- |
- |
- |
- |
(8,948) |
(8,948) |
177 |
(8,771) |
|
Other comprehensive income/(loss) |
- |
- |
(10,657) |
(731) |
- |
(11,388) |
(335) |
(11,723) |
|
Total comprehensive income/(loss)for the period |
- |
- |
(10,657) |
(731) |
(8,948) |
(20,336) |
(158) |
(20,494) |
|
Contributions by and distributions to owners |
|
|
|
|
|
|
|
|
|
Share-based payment |
- |
- |
- |
- |
804 |
804 |
- |
804 |
|
Total contributions by and distributions to owners |
- |
- |
- |
- |
804 |
804 |
- |
804 |
|
Total transactions with owners of the Company |
- |
- |
- |
- |
804 |
804 |
- |
804 |
|
As at 31 March 2024 (unaudited) |
739 |
37,428 |
44,295 |
(934) |
175,345 |
256,873 |
6,054 |
262,927 |
|
|
|
|
|
|
|
|
|
|
|
As at 1 October 2023 (audited) |
739 |
37,428 |
54,952 |
(203) |
183,489 |
276,405 |
6,212 |
282,617 |
|
Comprehensive income for the period |
|
|
|
|
|
|
|
|
|
(Loss)/profit for the year |
- |
- |
- |
- |
(39,464) |
(39,464) |
344 |
(39,120) |
|
Other comprehensive income |
- |
- |
(19,977) |
(818) |
- |
(20,795) |
(551) |
(21,346) |
|
Total comprehensive income for the year |
- |
- |
(19,977) |
(818) |
(39,464) |
(60,259) |
(207) |
(60,466) |
|
Contributions by and distributions to owners |
|
|
|
|
|
|
|
|
|
Share issue |
1 |
62 |
- |
- |
- |
63 |
- |
63 |
|
Share-based payment |
- |
- |
- |
- |
2,055 |
2,055 |
- |
2,055 |
|
Total contributions by and distributions to owners |
1 |
62 |
- |
- |
2,055 |
2,118 |
- |
2,118 |
|
Total transactions with owners of the Company |
1 |
62 |
- |
- |
2,055 |
2,118 |
- |
2,118 |
|
As at 30 September 2024 (audited) |
740 |
37,490 |
34,975 |
(1,021) |
146,080 |
218,264 |
6,005 |
224,269 |
*Other reserves in this statement is an aggregation of capital redemption reserve and foreign exchange reserve
The accompanying notes are an integral part of this consolidated financial information.
|
All figures in £000's |
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 |
FY 2024 |
|
Cash flows from operating activities |
|
|
|
|
|
|
Loss for the period |
86,184 |
(1,148) |
75,985 |
(8,772) |
(39,120) |
|
Adjustments for: |
|
|
|
|
|
|
Depreciation and impairment of property, plant and equipment |
478 |
2,098 |
2,679 |
5,068 |
9,319 |
|
Depreciation and impairment of right-of-use assets |
352 |
1,220 |
716 |
4,500 |
7,001 |
|
Amortisation and impairment of intangible fixed assets |
3,421 |
4,221 |
6,802 |
8,489 |
32,529 |
|
Gain on sale of subsidiaries |
(90,891) |
- |
(90,891) |
- |
- |
|
Profit on sale of property, plant and equipment |
- |
(231) |
(77) |
(226) |
(416) |
|
Finance income |
(112) |
(76) |
(159) |
(286) |
(430) |
|
Finance costs |
2,469 |
2,710 |
5,213 |
5,395 |
11,293 |
|
Profit on disposal of investments in joint ventures |
- |
- |
- |
(42) |
(42) |
|
Share of profit of equity-accounted investees, net of tax |
(700) |
(667) |
(440) |
(984) |
(1,288) |
|
Foreign exchange loss |
874 |
(1,079) |
1,078 |
(336) |
1,179 |
|
Share-based payment expense |
702 |
552 |
1,204 |
804 |
2,054 |
|
Tax expense |
435 |
477 |
691 |
910 |
495 |
|
Decrease/(increase) in trade and other receivables |
1 |
1,151 |
4,958 |
2,342 |
(1,136) |
|
(Increase)/decrease in inventories |
(920) |
1,177 |
(803) |
1,747 |
89 |
|
(Increase)/decrease in biological and agricultural assets |
(1,432) |
(695) |
(4,279) |
118 |
(718) |
|
Increase/(decrease) in trade and other payables |
10,018 |
(2,564) |
898 |
(15,957) |
(9,974) |
|
Increase/(decrease) in provisions |
2,766 |
(1,010) |
2,737 |
(1,003) |
(2,012) |
|
|
13,645 |
6,136 |
6,312 |
1,767 |
8,823 |
|
Income taxes paid |
(2,672) |
(2,513) |
(3,454) |
(3,717) |
(6,819) |
|
Net cash flows generated from/(used by) operating activities |
10,973 |
3,623 |
2,858 |
(1,950) |
2,004 |
|
Investing activities |
|
|
|
|
|
|
Proceeds from disposal of subsidiaries, net of costs and cash disposed |
183,971 |
- |
183,971 |
- |
- |
|
Purchase of investments in associates |
(112) |
(143) |
(112) |
(143) |
(209) |
|
Receipts from disposal of subsidiaries, joint ventures, and other investments |
- |
- |
- |
37 |
37 |
|
Purchases of property, plant and equipment |
(1,229) |
(849) |
(2,047) |
(1,770) |
(3,509) |
|
Proceeds from sales of intangible assets |
- |
- |
- |
- |
32 |
|
Purchase of intangibles |
(239) |
(35) |
(307) |
(85) |
(268) |
|
Capitalised research and development costs |
- |
(32) |
- |
(94) |
(149) |
|
Proceeds from sale of fixed assets |
1 |
253 |
108 |
271 |
804 |
|
Interest received |
53 |
82 |
159 |
286 |
430 |
|
Net cash flows used in investing activities |
182,445 |
(724) |
181,772 |
(1,498) |
(2,832) |
|
Financing activities |
|
|
|
|
|
|
Proceeds from exercise of share options |
2 |
- |
2 |
- |
63 |
|
Proceeds from bank or other borrowings, net of borrowing fees |
3,500 |
(259) |
7,500 |
(259) |
8,196 |
|
Repayment of bank or other borrowings |
(361) |
(860) |
(868) |
(1,246) |
(1,990) |
|
Interest and finance charges paid |
(2,033) |
(2,257) |
(4,188) |
(4,507) |
(9,119) |
|
Repayments of lease liabilities |
(627) |
(2,514) |
(2,789) |
(5,368) |
(8,121) |
|
Net cash used in financing activities |
481 |
(5,890) |
(343) |
(11,380) |
(10,971) |
|
Net decrease in cash and cash equivalents |
193,899 |
(2,991) |
184,287 |
(14,828) |
(11,799) |
|
Cash and cash equivalents at beginning of period |
13,808 |
24,164 |
23,088 |
36,525 |
36,525 |
|
Effect of movements in exchange rate |
(196) |
(414) |
136 |
(938) |
(1,638) |
|
Cash and cash equivalents at end of period |
207,511 |
20,759 |
207,511 |
20,759 |
23,088 |
The accompanying notes are an integral part of this consolidated financial information.
1. Basis of preparation
Benchmark Holdings plc (the 'Company') is a company incorporated and domiciled in the United Kingdom. These consolidated quarterly financial statements as at and for the six months ended 31 March 2025 comprise those of the Company and its subsidiaries (together referred to as the 'Group').
These consolidated quarterly financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006 and are unaudited. These financial statements do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements. The Group's last annual statutory financial statements as at and for the year ended 30 September 2024 were prepared in accordance with (i) UK-adopted International Accounting Standards and (ii) IFRS adopted pursuant to Regulation (EC) No. 1606/2002 as it applied in the European Union ("Adopted IFRS") and are available from the Company's website at www.benchmarkplc.com.
The prior year comparatives are derived from audited financial information for Benchmark Holdings PLC Group as set out in the Annual Report and Accounts for the year ended 30 September 2024 and the unaudited financial information in the Quarterly Financial Report for the six months ended 31 March 2024. The comparative figures for the financial year ended 30 September 2024 are not the Company's statutory accounts for that financial year. Those accounts were approved by the Directors on 12 December 2024 and have been delivered to the Registrar of Companies. The audit report received on those accounts was (i) unqualified and (ii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006 but did contain an emphasis of matter paragraph in relation to going concern.
Statement of Compliance
These consolidated quarterly financial statements have been prepared and approved by the Directors in accordance with UK and EU adopted IAS 34 'Interim Financial Reporting'. These financial statements do not include all of the information required for the full annual financial statements and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 30 September 2024. These consolidated quarterly financial statements were approved by the Board of Directors on 12 June 2025.
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 Management Report.
As at 31 March 2025 the Group had net assets of £302.8m (30 September 2024: £224.3m), including cash of £207.5m (30 September 2024: £23.1m) as set out in the consolidated balance sheet. The Group made a total profit for the period of £76.0m (year ended 30 September 2024: loss £39.1m).
As noted in the Management Report, the business continues to experience tough trading conditions in the shrimp markets, but the best efforts of management have produced solid trading results against these challenges. Additionally, the Health business area is performing solidly after being derisked in its restructuring in the prior year, and the combined group following the disposal of Genetics is trading in line with expectations for the full year.
On 25 November 2024, an agreement was signed for the Group to sell the whole Genetics business for consideration of up to £260m, with gross proceeds of £230m received up front and up to £30m earnout receivable in three years. Completion of the deal took place on 31 March 2025 and the net proceeds received have been used to repay the Group's debt after the period end in April 2025. With sufficient cash resources, a replacement undrawn USD 19m RCF has been put in place to provide the Group with the flexibility to allow for working capital demands and provides additional headroom against the financial covenants in place under the new facility. The group therefore has adequate resource to allow it to continue to realise its assets and to discharge its liabilities in the normal course of business and operate as a going concern.
The Directors have reviewed forecasts and cash flow projections for a period of 12 months (the going concern assessment period), including downside sensitivity assumptions in relation to trading performance across the Group, to assess the impact on the Group's trading and cash flow forecasts and on the forecast compliance with the covenants included within its financing arrangements. In the downside analysis performed, the Directors considered severe but plausible scenarios on the Group's trading and cash flow forecasts. Key downside sensitivities modelled included assumptions on lower sales growth from a possible slower recovery in the shrimp market in Advanced Nutrition and have not included any sales from relaunching Ectosan®/CleanTreat® sales within Health.
The Directors are confident that following the disposal of the Genetics business, the Group is in a solid position and even under all of the above sensitivity analysis, the Group has sufficient liquidity and resources throughout the period under review whilst still maintaining adequate headroom against the borrowing covenants. They therefore remain confident that the Group has adequate resources to continue to meet its liabilities as and when they fall due within the period of 12 months from the date of approval of these financial statements. Based on their assessment, the Directors believe it remains appropriate to prepare the financial statements on a going concern basis.
2. Accounting policies
The accounting policies adopted are consistent with those used in preparing the consolidated financial statements for the financial year ended 30 September 2024. Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total earnings.
Alternative performance measures ('APMs')
The Directors measure the performance of the Group based on a range of financial measures, including measures not recognised by UK or EU-adopted IFRS. These APMs may not be directly comparable with other companies' APMs, and the Directors do not intend these as a substitute for, or superior to, IFRS measures.
Directors have presented the performance measures Adjusted EBITDA, Adjusted Operating Profit and Adjusted Profit Before Tax because they monitor performance at a consolidated level using these and believe that these measures are relevant to an understanding of the Group's financial performance (see note 13). Furthermore, the Directors also refer to current period results using constant currency, which are derived by retranslating current period results using the prior year's foreign exchange rates.
Use of estimates and judgements
The preparation of quarterly financial information requires management to make certain judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual amounts may differ from these estimates. In preparing these quarterly financial statements the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 30 September 2024.
3. Segment information
Operating segments are reported in a manner consistent with the reports made to the chief operating decision maker. It is considered that the role of chief operating decision maker is performed by the Board of Directors.
The Group operates globally and for management purposes is organised into reportable segments based on the following business areas:
· Advanced Nutrition - manufactures and provides technically advanced nutrition and health products to the global aquaculture industry and
· Health - the segment provides health products and services to the global aquaculture market.
Details have also been provided for the recently disposed of Genetics segment, which harnessed industry leading salmon breeding technologies combined with state-of-the-art production facilities to provide a range of year-round high genetic merit ova. Following management's decision and subsequent commitment to sell the Group's Genetics business, this was classified within discontinued operations in the income statement and consequently the figures for Q2 2024 and YTD Q2 2024 have been restated (see note 8).
In order to reconcile the segmental analysis to the consolidated income statement, corporate and inter-segment sales are also shown. Corporate sales represent revenues earned from recharging certain central costs to the operating business areas, together with unallocated central costs.
Measurement of operating segment profit or loss
Inter-segment sales are priced along the same lines as sales to external customers, with an appropriate discount being applied to encourage use of Group resources at a rate acceptable to local tax authorities. This policy was applied consistently throughout the current and prior period.
3. Segment information (continued)
Reconciliations of segmental information to IFRS measures
|
Segmental Revenue |
|
|
|
|
|
|
|
All figures in £000's |
Notes |
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 |
FY 2024 |
|
Genetics |
|
10,763 |
13,231 |
21,825 |
28,395 |
57,385 |
|
Advanced Nutrition |
|
21,598 |
21,130 |
37,715 |
40,413 |
75,918 |
|
Health |
|
1,317 |
5,401 |
2,959 |
11,460 |
14,525 |
|
Corporate |
|
1,329 |
1,349 |
2,659 |
2,698 |
4,040 |
|
Inter-segment sales |
|
(1,343) |
(1,360) |
(2,711) |
(2,742) |
(4,142) |
|
Total |
|
33,664 |
39,751 |
62,447 |
80,224 |
147,726 |
|
Discontinued operations |
8 |
(10,759) |
(13,229) |
(21,819) |
(28,389) |
(57,361) |
|
Continuing operations |
|
22,905 |
26,522 |
40,628 |
51,835 |
90,365 |
|
Segmental Adjusted EBITDA |
|
|
|
|
|
|
|
All figures in £000's |
Notes |
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 |
FY 2024 |
|
Genetics |
|
(370) |
3,425 |
(472) |
5,923 |
14,828 |
|
Advanced Nutrition |
|
5,618 |
5,276 |
6,456 |
9,876 |
14,373 |
|
Health |
|
167 |
1,636 |
494 |
2,206 |
2,055 |
|
Corporate |
|
(643) |
(189) |
(1,332) |
(1,183) |
(2,636) |
|
Total |
|
4,772 |
10,148 |
5,146 |
16,822 |
28,620 |
|
Discontinued operations |
8 |
(325) |
(4,091) |
(944) |
(7,270) |
(16,698) |
|
Continuing operations |
|
4,447 |
6,057 |
4,202 |
9,552 |
11,922 |
|
Reconciliation of Reportable Segments Adjusted EBITDA to Loss before taxation |
||||||
|
All figures in £000's |
Notes |
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 |
FY 2024 |
|
Total reportable segment Adjusted EBITDA |
|
5,415 |
10,337 |
6,478 |
18,005 |
31,256 |
|
Corporate Adjusted EBITDA |
|
(643) |
(189) |
(1,332) |
(1,183) |
(2,636) |
|
Adjusted EBITDA |
|
4,772 |
10,148 |
5,146 |
16,822 |
28,620 |
|
Exceptional - restructuring, acquisition and disposal related items |
|
88,108 |
(1,962) |
86,510 |
(2,479) |
(7,381) |
|
Depreciation and impairment |
|
(830) |
(3,318) |
(3,395) |
(9,568) |
(16,320) |
|
Amortisation and impairment |
|
(3,421) |
(4,221) |
(6,802) |
(8,489) |
(32,529) |
|
Net finance costs |
|
(2,010) |
(1,317) |
(4,783) |
(4,148) |
(11,015) |
|
Total loss before taxation |
|
86,619 |
(670) |
76,676 |
(7,862) |
(38,625) |
|
Discontinued operations |
8 |
(92,179) |
(1,842) |
(89,300) |
(3,739) |
(7,300) |
|
Continuing operations |
|
(5,560) |
(2,512) |
(12,624) |
(11,601) |
(45,925) |
4. Revenue
The Group's operations and main revenue streams are those described in its financial statements to 30 September 2024. The Group's revenue is derived from contracts with customers.
Disaggregation of revenue
In the following tables, revenue is disaggregated by primary geographical market and by sales of goods and services. The table includes a reconciliation of the disaggregated revenue with the Group's reportable segments (see note 3). Discontinued operations relate to Genetics following the decision to sell the division and the subsequent completion of the sale.
Sale of goods and provision of services
|
|
3 months ended 31 March 2025 (unaudited) |
|
|
|||||
|
All figures in £000's |
Genetics |
Advanced Nutrition |
Health |
Corporate |
Inter-segment sales |
Total |
Discontinued |
Continuing |
|
Sale of goods |
10,453 |
21,588 |
1,317 |
- |
- |
33,358 |
10,453 |
22,905 |
|
Provision of services |
306 |
- |
- |
- |
- |
306 |
306 |
- |
|
Inter-segment sales |
4 |
10 |
- |
1,329 |
(1,343) |
- |
- |
- |
|
|
10,763 |
21,598 |
1,317 |
1,329 |
(1,343) |
33,664 |
10,759 |
22,905 |
|
|
3 months ended 31 March 2024 (unaudited) |
|
|
|||||
|
All figures in £000's |
Genetics |
Advanced Nutrition |
Health |
Corporate |
Inter-segment sales |
Total |
Discontinued |
Continuing |
|
Sale of goods |
12,687 |
21,087 |
4,624 |
- |
- |
38,398 |
12,687 |
25,711 |
|
Provision of services |
542 |
34 |
777 |
- |
- |
1,353 |
542 |
811 |
|
Inter-segment sales |
2 |
9 |
- |
1,349 |
(1,360) |
- |
- |
- |
|
|
13,231 |
21,130 |
5,401 |
1,349 |
(1,360) |
39,751 |
13,229 |
26,522 |
|
|
6 months ended 31 March 2025 (unaudited) |
|
|
|||||
|
All figures in £000's |
Genetics |
Advanced Nutrition |
Health |
Corporate |
Inter-segment sales |
Total |
Discontinued |
Continuing |
|
Sale of goods |
20,871 |
37,663 |
2,959 |
- |
- |
61,493 |
20,871 |
40,622 |
|
Provision of services |
948 |
6 |
- |
- |
- |
954 |
948 |
6 |
|
Inter-segment sales |
6 |
46 |
- |
2,659 |
(2,711) |
- |
- |
- |
|
|
21,825 |
37,715 |
2,959 |
2,659 |
(2,711) |
62,447 |
21,819 |
40,628 |
|
|
6 months ended 31 March 2024 (unaudited) |
|
|
|||||
|
All figures in £000's |
Genetics |
Advanced Nutrition |
Health |
Corporate |
Inter-segment sales |
Total |
Discontinued |
Continuing |
|
Sale of goods |
27,529 |
40,341 |
9,083 |
- |
- |
76,953 |
27,529 |
49,424 |
|
Provision of services |
860 |
34 |
2,377 |
- |
- |
3,271 |
860 |
2,411 |
|
Inter-segment sales |
6 |
38 |
- |
2,698 |
(2,742) |
- |
- |
- |
|
|
28,395 |
40,413 |
11,460 |
2,698 |
(2,742) |
80,224 |
28,389 |
51,835 |
4. Revenue (continued)
Sale of goods and provision of services (continued)
|
|
12 months ended 30 September 2024 (audited) |
|
|
|||||
|
All figures in £000's |
Genetics |
Advanced Nutrition |
Health |
Corporate |
Inter-segment sales |
Total |
Discontinued |
Continuing |
|
Sale of goods |
55,131 |
75,806 |
11,703 |
- |
- |
142,640 |
55,131 |
87,509 |
|
Provision of services |
2,230 |
34 |
2,822 |
- |
- |
5,086 |
2,230 |
2,856 |
|
Inter-segment sales |
24 |
78 |
- |
4,040 |
(4,142) |
- |
- |
- |
|
|
57,385 |
75,918 |
14,525 |
4,040 |
(4,142) |
147,726 |
57,361 |
90,365 |
Primary geographical markets
|
|
3 months ended 31 March 2025 (unaudited) |
|
|
|||||
|
All figures in £000's |
Genetics |
Advanced Nutrition |
Health |
Corporate |
Inter-segment sales |
Total |
Discontinued |
Continuing |
|
Norway |
3,808 |
143 |
715 |
- |
- |
4,666 |
3,808 |
858 |
|
Turkey |
27 |
3,276 |
- |
- |
- |
3,303 |
27 |
3,276 |
|
Vietnam |
8 |
2,442 |
- |
- |
- |
2,450 |
8 |
2,442 |
|
Greece |
- |
2,387 |
- |
- |
- |
2,387 |
- |
2,387 |
|
Ecuador |
- |
2,170 |
- |
- |
- |
2,170 |
- |
2,170 |
|
Iceland |
2,010 |
- |
- |
- |
- |
2,010 |
2,010 |
- |
|
India |
25 |
1,982 |
- |
- |
- |
2,007 |
25 |
1,982 |
|
United Kingdom |
1,533 |
17 |
63 |
- |
- |
1,613 |
1,533 |
80 |
|
Chile |
849 |
- |
499 |
- |
- |
1,348 |
849 |
499 |
|
Canada |
18 |
- |
- |
- |
- |
18 |
18 |
- |
|
China |
223 |
820 |
- |
- |
- |
1,043 |
223 |
820 |
|
Indonesia |
48 |
1,034 |
- |
- |
- |
1,082 |
48 |
1,034 |
|
Faroe Islands |
1,118 |
- |
40 |
- |
- |
1,158 |
1,118 |
40 |
|
Rest of Europe |
518 |
1,512 |
- |
- |
- |
2,030 |
518 |
1,512 |
|
Rest of World |
574 |
5,805 |
- |
- |
- |
6,379 |
574 |
5,805 |
|
Inter-segment sales |
4 |
10 |
- |
1,329 |
(1,343) |
- |
- |
- |
|
|
10,763 |
21,598 |
1,317 |
1,329 |
(1,343) |
33,664 |
10,759 |
22,905 |
4. Revenue (continued)
Primary geographical markets (continued)
|
|
3 months ended 31 March 2024 (unaudited) |
|
|
|||||
|
All figures in £000's |
Genetics |
Advanced Nutrition |
Health |
Corporate |
Inter-segment sales |
Total |
Discontinued |
Continuing |
|
Norway |
6,873 |
138 |
2,348 |
- |
- |
9,359 |
6,873 |
2,486 |
|
Turkey |
- |
2,317 |
- |
- |
- |
2,317 |
- |
2,317 |
|
Vietnam |
- |
3,071 |
- |
- |
- |
3,071 |
- |
3,071 |
|
Greece |
- |
1,711 |
- |
- |
- |
1,711 |
- |
1,711 |
|
Ecuador |
8 |
1,733 |
- |
- |
- |
1,741 |
8 |
1,733 |
|
Iceland |
1,478 |
- |
- |
- |
- |
1,478 |
1,478 |
- |
|
India |
- |
2,572 |
- |
- |
- |
2,572 |
- |
2,572 |
|
United Kingdom |
576 |
19 |
93 |
- |
- |
688 |
576 |
112 |
|
Chile |
2,009 |
- |
420 |
- |
- |
2,429 |
2,009 |
420 |
|
Canada |
35 |
40 |
2,470 |
- |
- |
2,545 |
35 |
2,510 |
|
China |
92 |
743 |
- |
- |
- |
835 |
92 |
743 |
|
Indonesia |
66 |
853 |
- |
- |
- |
919 |
66 |
853 |
|
Faroe Islands |
1,238 |
- |
70 |
- |
- |
1,308 |
1,238 |
70 |
|
Rest of Europe |
317 |
1,759 |
- |
- |
- |
2,076 |
317 |
1,759 |
|
Rest of World |
537 |
6,165 |
- |
- |
- |
6,702 |
537 |
6,165 |
|
Inter-segment sales |
2 |
9 |
- |
1,349 |
(1,360) |
- |
- |
- |
|
|
13,231 |
21,130 |
5,401 |
1,349 |
(1,360) |
39,751 |
13,229 |
26,522 |
|
|
6 months ended 31 March 2025 (unaudited) |
|
|
|||||
|
All figures in £000's |
Genetics |
Advanced Nutrition |
Health |
Corporate |
Inter-segment sales |
Total |
Discontinued |
Continuing |
|
Norway |
8,195 |
294 |
1,649 |
- |
- |
10,138 |
8,195 |
1,943 |
|
Turkey |
53 |
5,422 |
- |
- |
- |
5,475 |
53 |
5,422 |
|
Vietnam |
35 |
3,179 |
- |
- |
- |
3,214 |
35 |
3,179 |
|
Greece |
- |
4,747 |
- |
- |
- |
4,747 |
- |
4,747 |
|
Ecuador |
- |
3,615 |
- |
- |
- |
3,615 |
- |
3,615 |
|
Iceland |
3,148 |
- |
- |
- |
- |
3,148 |
3,148 |
- |
|
India |
25 |
3,899 |
- |
- |
- |
3,924 |
25 |
3,899 |
|
United Kingdom |
3,161 |
18 |
90 |
- |
- |
3,269 |
3,161 |
108 |
|
Chile |
1,694 |
- |
1,025 |
- |
- |
2,719 |
1,694 |
1,025 |
|
Canada |
101 |
- |
56 |
- |
- |
157 |
101 |
56 |
|
China |
378 |
1,056 |
- |
- |
- |
1,434 |
378 |
1,056 |
|
Indonesia |
127 |
1,820 |
- |
- |
- |
1,947 |
127 |
1,820 |
|
Faroe Islands |
2,700 |
- |
139 |
- |
- |
2,839 |
2,700 |
139 |
|
Rest of Europe |
1,098 |
3,184 |
- |
- |
- |
4,282 |
1,098 |
3,184 |
|
Rest of World |
1,104 |
10,435 |
- |
- |
- |
11,539 |
1,104 |
10,435 |
|
Inter-segment sales |
6 |
46 |
- |
2,659 |
(2,711) |
- |
- |
- |
|
|
21,825 |
37,715 |
2,959 |
2,659 |
(2,711) |
62,447 |
21,819 |
40,628 |
4. Revenue (continued)
Primary geographical markets (continued)
|
|
6 months ended 31 March 2024 (unaudited) |
|
|
|||||
|
All figures in £000's |
Genetics |
Advanced Nutrition |
Health |
Corporate |
Inter-segment sales |
Total |
Discontinued |
Continuing |
|
Norway |
16,430 |
449 |
7,157 |
- |
- |
24,036 |
16,430 |
7,606 |
|
Turkey |
9 |
4,215 |
- |
- |
- |
4,224 |
9 |
4,215 |
|
Vietnam |
- |
4,706 |
- |
- |
- |
4,706 |
- |
4,706 |
|
Greece |
- |
3,659 |
- |
- |
- |
3,659 |
- |
3,659 |
|
Ecuador |
40 |
3,222 |
- |
- |
- |
3,262 |
40 |
3,222 |
|
Iceland |
2,710 |
- |
- |
- |
- |
2,710 |
2,710 |
- |
|
India |
- |
6,735 |
- |
- |
- |
6,735 |
- |
6,735 |
|
United Kingdom |
1,350 |
26 |
146 |
- |
- |
1,522 |
1,350 |
172 |
|
Chile |
2,993 |
- |
1,043 |
- |
- |
4,036 |
2,993 |
1,043 |
|
Canada |
95 |
62 |
2,612 |
- |
- |
2,769 |
95 |
2,674 |
|
China |
190 |
1,245 |
- |
- |
- |
1,435 |
190 |
1,245 |
|
Indonesia |
158 |
2,135 |
- |
- |
- |
2,293 |
158 |
2,135 |
|
Faroe Islands |
2,710 |
- |
502 |
- |
- |
3,212 |
2,710 |
502 |
|
Rest of Europe |
699 |
3,415 |
- |
- |
- |
4,114 |
699 |
3,415 |
|
Rest of World |
1,004 |
10,506 |
- |
- |
- |
11,510 |
1,004 |
10,506 |
|
Inter-segment sales |
6 |
38 |
- |
2,698 |
(2,742) |
- |
- |
- |
|
|
28,395 |
40,413 |
11,460 |
2,698 |
(2,742) |
80,224 |
28,389 |
51,835 |
|
|
12 months ended 30 September 2024 (audited) |
|
|
|||||
|
All figures in £000's |
Genetics |
Advanced Nutrition |
Health |
Corporate |
Inter-segment sales |
Total |
Discontinued |
Continuing |
|
Norway |
31,803 |
1,058 |
8,742 |
- |
- |
41,603 |
31,803 |
9,800 |
|
Turkey |
107 |
7,197 |
- |
- |
- |
7,304 |
107 |
7,197 |
|
Vietnam |
14 |
10,536 |
- |
- |
- |
10,550 |
14 |
10,536 |
|
Greece |
- |
6,642 |
- |
- |
- |
6,642 |
- |
6,642 |
|
Ecuador |
40 |
6,203 |
- |
- |
- |
6,243 |
40 |
6,203 |
|
Iceland |
7,118 |
- |
113 |
- |
- |
7,231 |
7,118 |
113 |
|
India |
5 |
9,286 |
- |
- |
- |
9,291 |
5 |
9,286 |
|
United Kingdom |
3,436 |
59 |
316 |
- |
- |
3,811 |
3,436 |
375 |
|
Chile |
3,678 |
- |
1,499 |
- |
- |
5,177 |
3,678 |
1,499 |
|
Canada |
1,553 |
69 |
2,828 |
- |
- |
4,450 |
1,553 |
2,897 |
|
China |
610 |
3,156 |
- |
- |
- |
3,766 |
610 |
3,156 |
|
Indonesia |
391 |
4,993 |
- |
- |
- |
5,384 |
391 |
4,993 |
|
Faroe Islands |
5,282 |
- |
1,027 |
- |
- |
6,309 |
5,282 |
1,027 |
|
Rest of Europe |
1,595 |
5,108 |
(1) |
- |
- |
6,702 |
1,595 |
5,107 |
|
Rest of World |
1,729 |
21,533 |
1 |
- |
- |
23,263 |
1,729 |
21,534 |
|
Inter-segment sales |
24 |
78 |
- |
4,040 |
(4,142) |
- |
- |
- |
|
|
57,385 |
75,918 |
14,525 |
4,040 |
(4,142) |
147,726 |
57,361 |
90,365 |
5. Exceptional items within continuing operations - restructuring, acquisition and disposal related items
Items that are material because of their size or nature, are non-recurring and whose significance is sufficient to warrant separate disclosure and identification within the consolidated financial statements are referred to as exceptional items. The separate reporting of exceptional items helps to provide an understanding of the Group's underlying performance.
|
All figures in £000's |
|
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 Restated* |
FY 2024 |
|
Acquisition related items |
|
- |
- |
- |
- |
158 |
|
Exceptional restructuring costs |
|
2,517 |
2,041 |
4,090 |
2,135 |
5,682 |
|
Disposal related items |
|
- |
(177) |
- |
(177) |
(259) |
|
Total exceptional items |
|
2,517 |
1,864 |
4,090 |
1,958 |
5,581 |
*Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the Genetics business being classified as discontinued operations in FY24 in line with IFRS5 following the decision to sell the business area (see note 8).
Exceptional restructuring costs for the YTD include costs relating to the completion of the project to formally review the Company's strategic options, including subsequent restructuring measures, which culminated in the disposal of the Genetics business which completed on 31 March 2025, together with costs for liabilities assumed associated with the Genetics business following that disposal. Costs in FY 2024 included charges relating to redundancies and dilapidations provisions arising from restructuring Health, Nutrition and Corporate business areas.
Disposal related items in FY 2024 relate to income from asset disposals from Health businesses discontinued in earlier years offset by some small costs incurred. Acquisition related items in FY 2024 relate to fees incurred on an aborted acquisition.
6. Net finance costs from continuing operations
|
All figures in £000's |
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 Restated* |
FY 2024 |
|
Interest received on bank deposits |
18 |
1 |
37 |
17 |
44 |
|
Foreign exchange gains on operating activities |
1,704 |
1,808 |
1,850 |
1,132 |
3,739 |
|
Cash flow hedges - ineffective portion of changes in fair value |
59 |
- |
- |
|
- |
|
Finance income |
1,781 |
1,809 |
1,887 |
1,149 |
3,783 |
|
Leases interest |
(62) |
(155) |
(118) |
(350) |
(518) |
|
Cash flow hedges - ineffective portion of changes in fair value |
- |
- |
(53) |
- |
(243) |
|
Foreign exchange losses on operating activities |
(2,545) |
(467) |
(1,312) |
(1,107) |
(4,954) |
|
Amortisation of capitalised borrowing fees |
(273) |
(221) |
(547) |
(432) |
(967) |
|
Interest expense on financial liabilities measured at amortised cost |
(2,140) |
(1,846) |
(4,121) |
(3,672) |
(7,527) |
|
Finance costs |
(5,020) |
(2,689) |
(6,151) |
(5,561) |
(14,209) |
|
Net finance costs recognised in profit or loss |
(3,239) |
(880) |
(4,264) |
(4,412) |
(10,426) |
* Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the Genetics business being classified as discontinued operations in FY24 in line with IFRS5 following the decision to sell the business area (see note 8).
7. Taxation
|
All figures in £000's |
|
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 Restated* |
FY 2024 |
|
|
|
|
|
|
|
|
|
Analysis of charge in period |
|
|
|
|
|
|
|
Current tax: |
|
|
|
|
|
|
|
Current income tax expense on profits for the period |
|
1,115 |
1,266 |
2,191 |
1,497 |
1,948 |
|
Adjustment in respect of prior periods |
|
- |
- |
- |
- |
(339) |
|
Total current tax charge on continuing activities |
|
1,115 |
1,266 |
2,191 |
1,497 |
1,609 |
|
|
|
|
|
|
|
|
|
Deferred tax: |
|
|
|
|
|
|
|
Origination and reversal of temporary differences |
|
(841) |
(848) |
(1,704) |
(1,701) |
(3,255) |
|
Total deferred tax credit on continuing activities |
|
(841) |
(848) |
(1,704) |
(1,701) |
(3,255) |
|
|
|
|
|
|
|
|
|
Total tax charge/(credit) on continuing activities |
|
274 |
418 |
487 |
(204) |
(1,646) |
* Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the Genetics business being classified as discontinued operations in FY24 in line with IFRS5 following the decision to sell the business area (see note 8).
The above excludes a tax expense in Q2 2025 of £0.2m and £0.2m in Q2 YTD 2025 (Q2 2024: £0.1m; Q2 YTD 2024: £1.1m; FY 2024 £2.1m) from discontinued operations, this has been included in loss from discontinued operations, net of tax (note 8).
8. Discontinued activities
The Company entered into a binding agreement in November 2024 to sell its Genetics business area by way of the disposal of Benchmark Genetics Limited and Benchmark Genetics Norway AS and their respective subsidiaries to Starfish Bidco AS, a wholly owned subsidiary of Novo Holdings A/S. The deal completed in the quarter on 31 March 2025, and included initial consideration of £230m on a debt-free cash-free basis, which after accounting for completion accounts adjustments based on the cash, debt and working capital position of the Genetics business at the time of sale, and certain other specified liabilities agreed between Starfish Bidco and the Company produced gross cash proceeds of £193.7m. Further contingent consideration of up to £30m is also receivable in three years' time based on trading performance of the core salmon subsegment in the period from 1 October 2024 to 30 September 2027 which, after discounting at the Company's incremental borrowing rate, is £25.3m. As the sale of the Genetics business was highly probable at the year end, the results of the business area were treated as discontinued operations and the assets and liabilities transferred into held for sale in September 2024. Following completion of the sale, there are no longer any assets or liabilities held for sale (see note 10).
Summary of restatement of Q2 FY24 results as reported in Q2 FY25 financial statements
|
|
Continuing operations |
Discontinued operations |
||
|
All figures in £000's |
Revenue |
Adjusted EBITDA |
Loss from continuing operations |
Loss from discontinued operations |
|
As stated in Q2 FY24 financial statements |
80,224 |
16,822 |
(8,771) |
- |
|
Reclassified Q1 |
(15,160) |
(3,179) |
(843) |
843 |
|
Reclassified Q2 |
(13,229) |
(4,091) |
(1,783) |
1,783 |
|
Restated Q2 2025 financial statements |
51,835 |
9,552 |
(11,397) |
2,626 |
8. Discontinued activities (continued)
|
Results from discontinued operations |
|
|
|
|
|
|
All figures in £000's |
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 Restated* |
FY 2024 |
|
Revenue |
10,759 |
13,229 |
21,819 |
28,389 |
57,361 |
|
Cost of sales |
(8,063) |
(6,747) |
(15,436) |
(16,294) |
(30,931) |
|
Gross profit |
2,696 |
6,482 |
6,383 |
12,095 |
26,430 |
|
Research and development costs |
(880) |
(957) |
(1,751) |
(1,786) |
(3,276) |
|
Other operating costs |
(2,191) |
(2,101) |
(4,128) |
(4,023) |
(7,744) |
|
Share of profit of equity-accounted investees, net of tax |
700 |
667 |
440 |
984 |
1,288 |
|
Adjusted EBITDA |
325 |
4,091 |
944 |
7,270 |
16,698 |
|
Exceptional - restructuring, acquisition and disposal related items |
90,625 |
(98) |
90,600 |
(521) |
(1,800) |
|
EBITDA |
90,950 |
3,993 |
91,544 |
6,749 |
14,898 |
|
Depreciation and impairment |
- |
(1,312) |
(1,725) |
(2,468) |
(5,371) |
|
Amortisation and impairment |
- |
(402) |
- |
(806) |
(1,638) |
|
Operating loss / Loss before taxation |
90,950 |
2,279 |
89,819 |
3,475 |
7,889 |
|
Net finance costs |
1,229 |
(437) |
(519) |
264 |
(589) |
|
Loss before taxation |
92,179 |
1,842 |
89,300 |
3,739 |
7,300 |
|
Tax on loss |
(161) |
(59) |
(204) |
(1,113) |
(2,141) |
|
Loss from discontinued operations |
92,018 |
1,783 |
89,096 |
2,626 |
5,159 |
*While all of the discontinued operations relate to the entire Genetics business area, the results above exclude intercompany transactions with the rest of the Benchmark group which are included within the Genetics segment in note 3, but which are eliminated within continuing activities. These total £0.7m in the quarter and £1.4m YTD (Q2 2024: £0.7m; Q2 YTD 2024: £1.3m; FY 2024: £1.9m).
Exceptional items within discontinued operations
|
All figures in £000's |
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 Restated* |
FY 2024 |
|
|
Restructuring costs |
266 |
98 |
291 |
521 |
965 |
|
|
Other costs |
- |
- |
- |
- |
835 |
|
|
Profit on disposal of Genetics business net of costs |
(90,891) |
- |
(90,891) |
- |
- |
|
|
Total exceptional recognised |
(90,625) |
98 |
(90,600) |
521 |
1,800 |
|
*Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the Genetics business being classified as discontinued operations in FY24 in line with IFRS5 following the decision to sell the business area (see note 8).
Exceptional costs included in discontinued operations in Genetics in the six months to 31 March 2025 predominantly arose from the sale of the Genetics business which completed on 31 March 2025, with a profit on disposal of the business area of £90.9m net of disposal costs (YTD Q2 FY24: £nil; FY24: £nil). The restructuring costs in the period related to costs associated with the completion of the strategic review of £0.2m (YTD Q2 FY24: £nil; FY24: £nil). Other exceptional restructuring costs in FY 2024 include costs following the closure of the tilapia operations of £0.4m and restructuring of the shrimp genetics business of £0.5m. Additionally, other exceptional costs of £0.8m were incurred in FY 2024 in the uninsured culling of broodstock and clean-up costs after two separate isolated ISA incidents.
|
Cash flows from discontinued operations |
|
|
|
|
|
|
|
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 Restated* |
FY 2024 |
|
Net cash flow from operating activities |
5,008 |
(2,453) |
5,461 |
(1,019) |
4,489 |
|
Net cash flow from investing activities |
89,686 |
(561) |
89,259 |
(970) |
(1,776) |
|
Net cash flow from financing activities |
(99,572) |
(1,336) |
(101,784) |
(4,987) |
(5,838) |
|
Net cash flow from discontinued operations |
(4,878) |
(4,350) |
(7,064) |
(6,976) |
(3,125) |
8. Discontinued activities (continued)
Results from discontinued operations by segment
The results from discontinued operations relate solely to the Genetics operating segment.
|
Effect of disposals of subsidiaries on the financial position of the Group |
|
|
|
|
|
All figures in £000's |
Genetics |
|
Property, plant and equipment (including Right of use assets) |
62,194 |
|
Intangible assets |
44,918 |
|
Investments |
2,833 |
|
Inventories and Biological assets |
50,143 |
|
Trade and other receivables |
13,547 |
|
Cash and cash equivalents |
3,274 |
|
Trade and other payables |
(18,319) |
|
Provisions |
(588) |
|
Corporation tax liability |
(1,372) |
|
Loans & borrowings |
(18,606) |
|
Deferred tax |
(9,170) |
|
Net assets derecognised |
128,854 |
|
Less: Non-controlling interest |
(5,600) |
|
Net assets attributable to the parent |
123,254 |
|
|
|
|
Total consideration |
219,002 |
|
Less: Fair value of contingent consideration |
(25,322) |
|
Gross consideration received |
193,680 |
|
Less: Disposal costs deducted from cash proceeds |
(6,435) |
|
Net consideration received in cash |
187,245 |
|
Cash and cash equivalents disposed of |
(3,274) |
|
Net cash inflow |
183,971 |
|
|
|
9. Loss per share
Basic loss per share is calculated by dividing the loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
|
|
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 Restated* |
FY 2024 |
|
|
Loss attributable to equity holders of the parent (£000) |
|
|
|
|
|
|
|
Continuing operations |
(5,834) |
(2,930) |
(13,111) |
(11,397) |
(44,279) |
|
|
Discontinued operations |
92,275 |
1,609 |
89,623 |
2,449 |
4,815 |
|
|
Total |
86,441 |
(1,321) |
76,512 |
(8,948) |
(39,464) |
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares in issue (thousands) |
741,289 |
723,173 |
741,036 |
739,408 |
739,575 |
|
|
|
|
|
|
|
|
|
|
Basic loss per share (pence) |
|
|
|
|
|
|
|
Continuing operations |
(0.79) |
(0.41) |
(1.77) |
(1.54) |
(5.99) |
|
|
Discontinued operations |
12.45 |
0.22 |
12.09 |
0.33 |
0.65 |
|
|
Total |
11.66 |
(0.18) |
10.33 |
(1.21) |
(5.34) |
|
* Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the Genetics business being classified as discontinued operations in FY24 in line with IFRS5 following the decision to sell the business area (see note 8).
Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. This is done by calculating the number of shares that could have been acquired at fair value (determined as the average market price of the Company's shares for the period) based on the monetary value of the subscription rights attached to outstanding share options and warrants. The number of shares calculated above is compared with the number of shares that would have been issued assuming the exercise of the share options and warrants.
Therefore, the Company is required to adjust the earnings per share calculation in relation to the share options that are in issue under the Company's share-based incentive schemes, and outstanding warrants. However, as any potential ordinary shares would be anti-dilutive due to losses being made there is no difference between basic loss per share and diluted loss per share for any of the periods being reported.
A total of 11,384,038 potential ordinary shares have not been included within the calculation of statutory diluted loss per share for the quarter end (31 March 2024: 14,056,643). These potential ordinary shares could dilute earnings/loss per share in the future.
10. Assets held for sale
The Company entered into a binding agreement in November 2024 to sell its Genetics business area by way of the disposal of Benchmark Genetics Limited and Benchmark Genetics Norway AS and their respective subsidiaries to Starfish Bidco AS, a wholly owned subsidiary of Novo Holdings A/S. The deal completed in the quarter on 31 March 2025, but the Genetics business has been treated as discontinued operations and the assets and liabilities transferred into held for sale since September 2024, as the sale at the year-end was considered highly probable. Following completion of the sale, there are no longer any assets or liabilities held for sale.
|
Assets held for sale |
Q2 2025 (unaudited) |
Q2 2024 (unaudited) |
FY 2024 (audited) |
|
Property, plant and equipment |
- |
- |
54,095 |
|
Right-of-use assets |
- |
- |
7,843 |
|
Intangible assets |
- |
- |
42,760 |
|
Equity-accounted investees |
- |
- |
2,304 |
|
Biological and agricultural assets |
- |
- |
43,107 |
|
Inventories |
- |
- |
502 |
|
Trade and other receivables |
- |
- |
12,641 |
|
Total Assets held for sale |
- |
- |
163,252 |
|
Liabilities directly associated with the assets held for sale |
|
|
Q2 2025 (unaudited) |
Q2 2024 (unaudited) |
FY 2024 (audited) |
|
Trade and other payables |
|
|
- |
- |
(11,754) |
|
Loans and borrowings |
|
|
- |
- |
(22,314) |
|
Corporation tax liability |
|
|
- |
- |
(3,147) |
|
Provisions |
|
|
- |
- |
(568) |
|
Deferred tax liability |
|
|
- |
- |
(8,914) |
|
Total liabilities directly associated with the assets held for sale |
|
- |
- |
(46,697) |
|
11. Loans and borrowings
|
|
Q2 2025 |
Q2 2024 |
FY 2024 (audited) |
|
All figures in £000's |
|||
|
Non-Current |
|
|
|
|
2025 750m NOK Loan notes |
- |
54,914 |
- |
|
Bank borrowings |
- |
14,808 |
- |
|
Unamortised debt issue costs |
- |
(373) |
- |
|
Lease liabilities |
2,274 |
6,863 |
2,837 |
|
|
2,274 |
76,212 |
2,837 |
|
Current |
|
|
|
|
2025 750m NOK Loan notes |
54,905 |
- |
53,125 |
|
Bank borrowings |
23,750 |
9,257 |
16,250 |
|
Unamortised debt issue costs |
(384) |
(1,048) |
(931) |
|
Lease liabilities |
1,066 |
9,083 |
789 |
|
|
79,337 |
17,292 |
69,233 |
|
Total loans and borrowings |
81,611 |
93,504 |
72,070 |
At 31 March 2025, the Group had an unsecured floating rate listed green bond of NOK 750m in issue which was to mature in September 2025. The coupon on the bond is three-month NIBOR + 6.50% p.a. with quarterly interest payments and is listed on the Oslo Stock Exchange.
Additionally at 31 March 2025, the Group had an extended secured GBP27.5m RCF provided by DNB Bank ASA, maturing on 27 June 2025. The margin on this facility was a minimum of 2.75% and a maximum of 3.25%, dependent upon the leverage of the Group above the relevant risk-free reference or IBOR rates depending on which currency is drawn. At 31 March 2025, £23.5m was drawn against this facility.
Subsequent to the period end, both of these facilities were settled from the sales proceeds from the disposal of the Genetics business as follows:
· The extended RCF was repaid on 1 April 2025, with a new secured USD $19m multicurrency RCF with DNB Bank ASA having been arranged on 31 March 2025. The new facility matures on 31 March 2028 and has a margin of a minimum of 2.50% and a maximum of 3.00%, dependent upon the leverage of the Group above the relevant risk-free reference or IBOR rates depending on which currency is drawn.
· The unsecured floating rate listed green bond of NOK 750m was settled on 15 April 2025, along with the associated cross-currency and interest rates swaps.
12. Share capital and additional paid-in share capital
|
|
Number |
Share Capital |
Additional paid-in |
|
Allotted, called up and fully paid |
|
£000 |
£000 |
|
Ordinary shares of 0.1 pence each |
|
|
|
|
Balance at 30 September 2024 |
739,786,143 |
740 |
37,490 |
|
Exercise of share options |
1,719,529 |
2 |
- |
|
Balance at 31 March 2025 |
741,505,672 |
742 |
37,490 |
The holders of ordinary shares are entitled to one vote per share at meetings of the company, and to receive dividends from time to
time as declared.
During the 6 months ended 31 March 2025, the Group issued a total 1,719,529 ordinary shares of 0.1p each to certain employees of the Group relating to share options, all 1,719,529 were exercised at 0.1p per share.
13. Alternative performance measures and other metrics
Management has presented the performance measures EBITDA, Adjusted EBITDA, Adjusted Operating Profit and Adjusted Profit Before Tax because it monitors performance at a consolidated level using these and believes that these measures are relevant to an understanding of the Group's financial performance.
Adjusted EBITDA which reflects underlying profitability, is earnings before interest, tax, depreciation, amortisation, impairment, and exceptional items and is shown on the Income Statement.
Adjusted Operating Profit is operating loss before exceptional items and amortisation and impairment of intangible assets excluding development costs as reconciled below.
Adjusted Profit Before Tax is earnings before tax, amortisation and impairment of intangibles assets excluding development costs, and exceptional items as reconciled below. These measures are not defined performance measures in IFRS. The Group's definition of these measures may not be comparable with similarly titled performance measures and disclosures by other entities.
Reconciliation of adjusted operating profit/(loss) to operating loss (continuing)
|
All figures in £000's |
|
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 Restated* |
FY 2024 |
|
Revenue |
|
22,905 |
26,522 |
40,628 |
51,835 |
90,365 |
|
Cost of sales |
|
(10,917) |
(12,119) |
(21,063) |
(24,682) |
(46,418) |
|
Gross profit |
|
11,988 |
14,403 |
19,565 |
27,153 |
43,947 |
|
Research and development costs |
|
(582) |
(584) |
(1,148) |
(1,272) |
(2,443) |
|
Other operating costs |
|
(6,959) |
(7,762) |
(14,215) |
(16,329) |
(29,582) |
|
Depreciation and impairment |
|
(830) |
(2,006) |
(1,670) |
(7,100) |
(10,949) |
|
Amortisation and impairment of capitalised development costs |
|
(55) |
(442) |
(82) |
(896) |
(17,569) |
|
Adjusted operating profit/(loss) |
|
3,562 |
3,609 |
2,450 |
1,556 |
(16,596) |
|
Exceptional including acquisition related items |
|
(2,517) |
(1,864) |
(4,090) |
(1,958) |
(5,581) |
|
Amortisation and impairment of intangible assets excluding development costs |
|
(3,366) |
(3,377) |
(6,720) |
(6,787) |
(13,322) |
|
Operating loss |
|
(2,321) |
(1,632) |
(8,360) |
(7,189) |
(35,499) |
* Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the Genetics business being classified as discontinued operations in FY24 in line with IFRS5 following the decision to sell the business area (see note 8).
Reconciliation of adjusted loss before taxation to adjusted operating loss (continuing)
|
All figures in £000's |
|
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 Restated* |
FY 2024 |
|
|
|
|
|
|
|
|
|
Loss before taxation |
|
(5,560) |
(2,512) |
(12,624) |
(11,601) |
(45,925) |
|
Exceptional - restructuring, acquisition and disposal related items |
|
2,517 |
1,864 |
4,090 |
1,958 |
5,581 |
|
Amortisation and impairment of intangible assets excluding development costs |
|
3,366 |
3,377 |
6,720 |
6,787 |
13,322 |
|
Adjusted profit/(loss) before tax |
|
323 |
2,729 |
(1,814) |
(2,856) |
(27,022) |
* Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the Genetics business being classified as discontinued operations in FY24 in line with IFRS5 following the decision to sell the business area (see note 8).
13. Alternative performance measures and other metrics (continued)
Other Metrics
|
All figures in £000's |
|
Q2 2025 |
Q2 2024 |
YTD Q2 2025 |
YTD Q2 2024 Restated* |
FY 2024 |
|
Total R&D Investment |
|
|
|
|
|
|
|
Research and development costs |
|
|
|
|
|
|
|
- Continuing operations |
|
582 |
584 |
1,148 |
1,272 |
2,443 |
|
- Discontinued operations |
|
880 |
957 |
1,751 |
1,786 |
3,276 |
|
Internal capitalised development costs |
|
- |
32 |
- |
94 |
149 |
|
Total R&D investment |
|
1,462 |
1,573 |
2,899 |
3,152 |
5,868 |
Liquidity
A key financial covenant is a minimum liquidity of £10m, defined as cash plus undrawn facilities.
|
All figures in £000's |
|
Q2 2025 |
Q2 2024 |
FY 2024 |
|
Cash and cash equivalents |
|
207,511 |
20,759 |
23,088 |
|
Undrawn bank facility |
|
3,750 |
19,750 |
11,250 |
|
Total liquidity |
|
211,261 |
40,509 |
34,338 |
The undrawn bank facility relates to the RCF facility which was increased from £20m to £27.5m in FY 2024. At 31 March 2025, £23.75m of the RCF was drawn (Q2 2024: £7.75m, FY 2024: £16.25m), leaving £3.75m undrawn (Q2 2024: £19.75, FY 2024: £11.25m). The RCF was fully repaid after the period end in April 2025.
14. Net debt
Net debt is cash and cash equivalents less loans and borrowings.
|
All figures in £000's |
|
Q2 2025 |
Q2 2024 |
FY 2024 (audited) |
|
Cash and cash equivalents |
|
207,511 |
20,759 |
23,088 |
|
Loans and borrowings (excluding lease liabilities) - current |
|
(78,271) |
(8,209) |
(68,444) |
|
Loans and borrowings (excluding lease liabilities) - non-current |
|
- |
(69,349) |
- |
|
Net cash/(debt) excluding lease liabilities |
|
129,240 |
(56,799) |
(45,356) |
|
Lease liabilities - current |
|
(1,066) |
(9,083) |
(789) |
|
Lease liabilities - non-current |
|
(2,274) |
(6,863) |
(2,837) |
|
Net cash/(debt) |
|
125,900 |
(72,745) |
(48,982) |
The above figures exclude loans and borrowings of £22,314,000 at 30 September 2024 relating to the Genetics business and included in liabilities held for sale in note 10.
15. Post Balance sheet event
Following the disposal of the Group's Genetics Business, which completed on 31 March 2025, the Company has been assessing how best to return excess capital to shareholders and position the remaining operating businesses for future growth. Accordingly, on 23 May 2025, the Company announced the intention to cancel its admission to trading of its ordinary shares on the AIM and Euronext Growth Oslo stock exchanges, re-register the Company as a private limited company, and return capital to shareholders from the sale of the Genetics business, together (the "Proposals"). The proposed return of capital involves a tender offer which provides qualifying shareholders with an opportunity to realise some or all of their investment in the Company at the tender offer price of 25p per ordinary share and providing shareholders that do not participate in the tender offer the opportunity to remain invested and receive a planned special dividend following the delistings. The Proposals are subject to shareholder approval at a general meeting on 18 June and to the approval of the cancellation to trading of the Company's ordinary shares on Euronext Growth Oslo by the Euronext Oslo.
We hereby confirm that the financial statements for the period from 1 October 2024 to 31 March 2025, to the best of our knowledge, have been prepared in accordance with IAS 34 - Interim Financial Reporting - and that the information in the accounts gives a true and fair view of the Group and of the Group's assets, liabilities, financial position and overall results.
We also confirm that, to the best of our knowledge, the half-year report gives a true and fair view of the main events during the accounting period and their effect on the accounts for the second half year, as well as the principal risks and uncertainties, described below (which have remained unchanged from those disclosed in the Company Annual Report of FY24, acknowledging that the disposal of the discontinued Genetics business completed in the period on 31 March 2025), facing the Company and the Group in the next accounting period.
This Statement was approved by the board of directors and signed on its behalf by:
|
|
|
|
Trond Williksen (Chief Executive Officer) |
|
|
Date: 12 June 2025
|
|
Principal risks and uncertainties
The Group's principal risks are categorised as either strategic, operational, financial or emerging risks and are developed through the Audit Committee and Board's review of the Group's risk register, performance of our businesses and analysis of emerging global trends.
Strategic risks
|
Risks |
Risk commentary |
Risk mitigation and controls |
Business Areas affected |
|
Competition and loss of competitive advantage |
· Falling behind competitors with the development and commercialisation of new, innovative products. · Threat to market share and revenues.
|
· Innovative development focus and strong pipeline of products. · Intellectual Property ("IP") protection including patents. · Strong customer relationships with key account structure. |
Advanced Nutrition, Health and Genetics |
|
Reliance on continued success of existing products |
· The Group is currently exposed · Risks associated with legal costs of protecting Group IP. · Group products require the holding of certain licences, accreditations or regulatory approvals that could be withdrawn. · Failure to gain additional claims on the labels for certain Group products which could result in reduced revenue from such products. · Failure to achieve the projected customers growth/uptake for newly launched products |
· Increasing number of products/ services from development pipeline is diversifying revenues. · Strong Group legal team with dedicated IP expertise. · Vigorous defence of own IP. · High levels of employee competency and stringent processes related to · Highly proficient and experienced commercial team equipped with extensive knowledge and with robust customer relationships. |
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Delivery of cross-Group synergies |
· Risks associated with failure to fully realise operational synergies and cost benefits. · Lower profitability and cash generation, and slower returns than anticipated. · Risks on delivering the synergy within the timeline set.
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· EMT continues tracking progress of the Group strategy on a weekly basis. · Extended-EMT assists with planning and managing |
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New product |
· Risk that pipeline products may · Risk inherent in timing and market penetration of new products |
· Close dialogue with regulators. · The innovation board (which includes the head of Group Innovation) monitors the R&D projects across the Group. · Experienced Group regulatory affairs team, commercial team and Marketing team. · Close dialogue with customers regarding their product and service satisfaction to enable efficient and appropriate reaction to their feedback and needs. |
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Operational risks
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Risks |
Risk commentary |
Risk mitigation and controls |
Business Areas affected |
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Environmental risk and crisis management |
· The nature of certain of the Group's operating activities exposes us to certain significant risks to the environment, such as incidents associated with releases of chemicals or hazardous substances when conducting our operations, which could result in liability, fines, risk to our product permissions and reputational damage. · There is a risk that natural disasters could lead to damage to infrastructure, loss of resources, products or containment of hazardous substances. · Our business activities could be disrupted if we do not respond, or are perceived not to respond, in an appropriate manner to any major crisis or if we are not able to restore or replace critical operational capacity. |
· We have implemented standards and requirements which govern key risk management activities such as inspection, maintenance, testing, business continuity and crisis response. |
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Biological and climatic risks |
· The Group is exposed to the risk of disease within the Group's own operations and disease in the market resulting in possible border closures. · Sales of the Group's sea lice medicines and other relevant solutions such as CleanTreat® are affected by the degree of sea lice challenge in the environment, which is driven by sea temperatures and other biological factors. |
· The Group operates the highest levels of biosecurity. · The Group holds genetic stock at multiple sites; increasingly sources from its own land-based salmon breeding facilities. · The Group operates containment zones which mitigates the risk of border closures affecting its ability to import or export. · The Group has placed increased focus on insuring its biological stock. · The Group's product diversity across business areas offers some mitigation. |
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Volatility of end markets (salmon, sea bass and shrimp markets) and market and regulatory trends |
· Market fluctuations in shrimp production volumes and pricing, often influenced by disease, drive customer and food services demand for shrimp. · Market and regulatory trends for tackling sea lice have an influence on customer demand for the Group's sea lice products. |
· The geographic diversity of the business area's customer base offers some mitigation. · The Group's product diversity across business areas offers some mitigation. |
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Threats to the supply chain |
· Benchmark is reliant on a small number of key raw materials and manufacturers and suppliers for important products. · The Group has R&D and production sites which are important to its current revenues and future success and which are leased. · Commissioning of new facilities could be delayed leading to late product deliveries. · Benchmark relies on third parties for importation authorisations required in certain jurisdictions for certain products. |
· Dual supplies of raw materials where possible. · Supplies secured with contractual arrangements, and import authorisations in the process of being applied for where deemed material for the Group. · Seek long-term tenure of sites. |
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Health and well-being of employees |
· Poor health or well-being impacts employees' lives and reduces productivity. · Some aquaculture activities have inherent operational risks. |
· Well-developed health and safety management regime in place across the Group. · Senior level commitment to ESG programme Group-wide. |
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Recruitment and retention of high-calibre people |
· To maintain market leadership, it is essential that the Group has and keeps people with key skills. |
· Centralised people team delivering people strategy. · Succession planning process. · Remuneration policy designed to encourage retention. |
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Loss of key IT system |
· The Group IT systems facilitate daily work, collaboration and hold Group IP and trade secrets. · Multiple risks of systems failure or cyber attack. · Loss of access or key information would be disruptive to the Group. |
· Internal experienced IT team. · Increasing integration of software platforms to improve security and reliability. · The Group increased the frequency of phishing simulation exercises to ensure staff awareness of cyber security. |
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Geopolitical risk |
· The diverse locations of our operations around the world expose us to a wide range of political developments and consequent changes to the economic and operating environment. Geopolitical risk is inherent to many regions in which we operate, and heightened political or social tensions or changes in key relationships could adversely affect the Group. |
· We seek to manage this risk through development and maintenance of relationships with governments and stakeholders. We closely monitor events and implement risk mitigation plans where appropriate. |
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Application of appropriate standards of governance |
· As an international business, the Group is required to comply with laws and regulations in several jurisdictions. · There is risk of non-compliance leading to potential fines, penalties, loss of revenues and damage to reputation. |
· Experienced Group legal, finance, people, regulatory affairs, investor relations, health and safety and IT teams work closely with the business areas. · Training programme, whistleblowing policy, and informal routes by which concerns can be raised, are designed to identify and address potential non-compliance. |
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Financial and legal risks
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Risks |
Risk |
Risk mitigation |
Business Areas affected |
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Maintain liquidity and manage leverage |
· Failure to identify and maintain sufficient liquidity headroom. · Risk to funding of key growth strategies. |
· Close control of cash flows with regular update of short- and long-term projections. · The refinanced facilities provide greater covenant flexibility and headroom. · Group Treasury Manager oversees cash flow management. · Group treasury policy introduced to support how the Group manages cash. |
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Growth in trading results in higher investment in working capital |
· Top-line growth through new products and markets can drive changing patterns of working capital. · Growth in some markets presents increased risk of slow paying or bad debts. |
· Business area management of pricing and credit terms. · Close monitoring of investment in working capital by the EMT and Plc Board. · Key performance indicators include working capital measures. |
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Currency exchange |
· The Group as a whole is also exposed to fluctuations in currency exchange rates. These impact sales volumes where products are priced by reference to USD but sold in local currencies; and impacts reported results when local results, assets and liabilities are converted to GBP for reporting purposes. |
· The Group reduces its exposure to its principal foreign currency risks through the use of hedging instruments. · Group treasury policy explains how the Group should manage FX risk. |
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Criminal activity, fraud, bribery and compliance risk |
· Some countries where the Group operates may be exposed to high levels of risk relating to criminal activity, fraud, bribery and corruption. · There are a number of regulatory requirements applicable to the Group and its listing on the London and Oslo Stock exchanges. |
· The Group provides compliance training programmes to all its employees through an online training platform and provide face-to-face and virtual training to higher risk teams. · The Group has introduced a code of conduct for its suppliers. · The CFO and Group Legal Counsel are involved in mitigating fraudulent activities in the Group. · The Group has access to competent and experienced external counsel. · Fraud response policy introduced. |
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Emerging risks
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Risks |
Risk |
Risk mitigation |
Business Areas affected |
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Climate change |
· Climate change and the evolving regulatory environment may expose the Group to regulatory breaches, significant disruption, reputational risk or a reduction in supply for biological raw materials, and demand for products or services. |
· The Group's Sustainability Committee reports to the Board regularly and its mandate is to ensure the Group's strategy and operations are carried out within the framework of caring for the environment, people, and animals. Its work aligns with major frameworks including the London Stock Exchange Guidance for Environmental, Social and Governance reporting and the UN Sustainable Development Goals. · New ESG strategy approved and implemented by the Group. · Plan adopted for reduction in the Group's carbon emissions and progressing according to timetable set. · The Group is exploring alternatives solutions to decrease its reliance on raw materials that could be vulnerable to the impacts of climate changes. |
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Environmental, Social and Governance responsibilities |
· Increasingly our stakeholders are requiring reassurance that we are overseeing and responding to ethical and environmental issues across the Group's business. |
· Code of Conduct in place. · New ESG strategy approved and in place. · Plan adopted for reduction in the Group's carbon emissions. · Code of conduct and ABC policies in place. · Green bond successfully launched and subscribed. |
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