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. | Form of Proxy for the 2024 Annual General Meeting. |
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).
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 | 2022 |
| 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/ | | Investment in | ||
| 2023 | 2022 | | 2023 | 2022 | |
| 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 | | - | - |
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