Zotefoams
plc
(the
'Company' or the 'Group')
2023 Annual Report and Notice
of the 2024 Annual General Meeting
19
April 2024 - The Company has
published its 2023 Annual Report and the Notice of the 2024 Annual
General Meeting to be held at 675 Mitcham Road, Croydon CR9 3AL on
22 May 2024 at 10.00 a.m. on:
https://www.zotefoams.com/investors/annual-interim-reports/
https://www.zotefoams.com/investors/agm/
In compliance with Listing Rule
9.6.1, the following documents will be submitted to the National
Storage Mechanism and will shortly be available for inspection
at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
1.
|
Annual Report for the year ended 31
December 2023 prepared using the single
electronic reporting format specified in the TD ESEF Regulation,
incorporating the Notice of the 2024 Annual General Meeting;
and
|
2.
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Form of Proxy for the 2024 Annual
General Meeting.
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A condensed set of the financial
statements, the Chair's introduction, the Group CEO's review and
the Group CFO's review in respect of the Annual Report were
included in the unaudited preliminary results announcement issued
on 19 March 2024, which may be found at:
www.zotefoams.com/investors/announcements/
This announcement contains, in Annex
A, additional information for the purposes of compliance with the
Disclosure, Guidance and Transparency Rules, including the
statement of Directors' responsibilities in respect of the
financial statements, a description relating to principal risks and
uncertainties, and details of related party transactions. This
information is extracted from the 2023 Annual Report.
This announcement is not a substitute for reading
the full Annual Report. Page and note references in the text below
refer to page numbers and notes in the 2023 Annual
Report.
A presentation open to all existing
and potential shareholders will be given after the AGM on 22 May
2024 at 11.30am on the Investor Meet Company platform:
https://www.investormeetcompany.com/zotefoams-plc/register-investor.
Investors who already follow
Zotefoams plc on the Investor Meet Company platform will
automatically be invited.
Enquiries:
Lydia Harratt
Group Company Secretary
Zotefoams plc
020 8664 1600
About Zotefoams plc
Zotefoams plc (LSE - ZTF) is a world
leader in cellular materials technology delivering optimal material
solutions for the benefit of society. Utilising a variety of unique
manufacturing processes, including environmentally friendly
nitrogen expansion for lightweight AZOTE® polyolefin and
ZOTEK® high-performance foams, Zotefoams sells to
diverse markets worldwide. Zotefoams uses its own cellular
materials to manufacture T-FIT® advanced insulation for
demanding industrial markets. Zotefoams also owns and licenses
patented microcellular foam technology to reduce plastic use in
extrusion applications and for ReZorce® mono-material
recyclable barrier packaging.
Zotefoams is headquartered in
Croydon, UK, with additional manufacturing sites in Kentucky, USA
and Brzeg, Poland (foam manufacture), Oklahoma, USA (foam products
manufacture and conversion), Massachusetts, USA, Stilling, Denmark
(microcellular foam technology) and Jiangsu Province, China
(T-FIT).
www.zotefoams.com
AZOTE®,
ZOTEK®, ReZorce® and T-FIT® are
registered trademarks of Zotefoams plc.
Annex A
Statement of Directors'
responsibilities in respect of the financial statements
The Directors consider the Annual
Report, taken as a whole, to be fair, balanced and
understandable.
The Directors are responsible for
preparing the Annual Report and the financial statements in
accordance with applicable law and regulation.
Company law requires the Directors
to prepare financial statements for each financial year. Under that
law, the Directors have prepared the Group and Company financial
statements in accordance with UK-adopted international accounting
standards. Under company law, the Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and Company
and of the profit or loss of the Group and Company for that period.
In preparing the financial statements, the Directors are required
to:
·
|
Select suitable accounting policies
and then apply them consistently
|
·
|
State whether applicable UK-adopted
international accounting standards have been followed subject to
any material departures disclosed and explained in the financial
statements
|
·
|
Make judgements and accounting
estimates that are reasonable and prudent and
|
·
|
Prepare the financial statements on
the going concern basis unless it is inappropriate to presume that
the Group and Company will continue in business.
|
The Directors are also responsible
for safeguarding the assets of the Group and Company and hence for
taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Group's and Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Group
and Company and enable them to ensure that the financial statements
and the Directors' Remuneration report comply with the Companies
Act 2006.
The Directors are responsible for
the maintenance and integrity of the Company's website. Legislation
in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other
jurisdictions.
The Directors consider that the
Annual Report, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the position and performance, business model
and strategy of the Group and Company.
Each of the Directors, whose names
and functions are listed on pages 78 and 79 of the Annual Report,
confirm that, to the best of their knowledge:
·
|
The Consolidated and Company
financial statements, which have been prepared in accordance with
UK-adopted international accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit of
the Group and Company and
|
·
|
The Group CEO's review includes a
fair review of the development and performance of the business and
the position of the Group and Company. A description of the
principal risks and uncertainties faced by the Group and the
Company is provided on pages 48 to 56.
|
Principal risks and
uncertainties
The Group is exposed to a wide range
of risks in addition to those listed, and these are managed through
the risk management framework shown on page 47. This framework
enables us to monitor for any increase in likelihood or impact and
ensure that we have the appropriate mitigations in place. The
details of our principal risks and uncertainties and the key
mitigating activities can be found on pages 48 to 56. We are
disclosing those risks and uncertainties that we believe have the
greatest impact in achieving our strategic objectives.
Zotefoams' risk profile will evolve
as the business grows at its targeted pace, although we expect
these principal risks and uncertainties to remain broadly
consistent.
Related party
transactions
Directors
The Directors of the Company as at
31 December 2023 and their immediate relatives control
approximately 1.3% (2022: 1.3%) of the voting shares of the
Company. Details of Directors' pay and remuneration are given in
the Directors' Remuneration report on pages 90 to 103. Executive
Directors are considered to be the only key management personnel.
Details of compensation paid to key management personnel are
included in note 5.
Subsidiaries and joint
venture
Details of the joint venture and
subsidiaries of the Company are set out in notes 9 and 13. These
companies are considered to be related parties.
The following material transactions
were carried out with related parties:
|
2023
£'000
|
2022
£'000
|
Sale of goods: subsidiaries of the
Company
|
4,434
|
3,875
|
Sale of services: subsidiaries of the
Company
|
2,598
|
2,537
|
Loans given (net of repayments): subsidiaries
of the Company
|
(708)
|
(2,419)
|
Interest income: subsidiaries of the
Company
|
1,302
|
657
|
Sale of goods: joint venture of the
Company
|
2,944
|
3,444
|
Sale of services: joint venture of the
Company
|
368
|
232
|
Total
|
10,938
|
8,326
|
Balances between the Company and its
active subsidiaries and joint venture are as follows:
|
Receivable from/
(payable to)
|
|
Investment
in
|
2023
£'000
|
2022
£'000
|
|
2023
£'000
|
2022
£'000
|
Zotefoams Inc.
|
12,669
|
13,163
|
|
-
|
-
|
Azote Asia Limited
|
1,000
|
1,304
|
|
-
|
-
|
MuCell Extrusion LLC
|
7,904
|
6,511
|
|
-
|
-
|
Zotefoams International Limited
|
15,487
|
16,370
|
|
30,822
|
30,822
|
Zotefoams T-FIT Material Technology (Kunshan)
Limited
|
2,014
|
3,438
|
|
-
|
-
|
Zotefoams Poland Sp. z.o.o.
|
1,190
|
291
|
|
-
|
-
|
Zotefoams France SAS
|
(73)
|
(59)
|
|
-
|
-
|
T-FIT Insulation Solutions India Private
Limited
|
-
|
75
|
|
-
|
-
|