Carclo plc Annual report and accounts 2022
GROWING
TO PLAN
Carclo plc
Annual report and accounts 2022

CONTENTS OUR PURPOSE
STRATEGIC REPORT
Our purpose IFC
Our highlights 01
At a glance 02
Executive Chair’s statement 04
Our markets 10
Business model & strategy 12
Our stakeholders 14
Key performance indicators 16
Responsible operations 18
Finance review 26
Principal risks and uncertainties 31
Viability statement 39
FINANCIAL STATEMENTS
Statement of Directors’
responsibilities 80
Independent auditor’s report 81
Consolidated income statement 88
Consolidated statement of comprehensive income 89
Consolidated statement of financial position 90
Consolidated statement of changes in equity 91
Consolidated statement of cash flows 92
Notes to the consolidated financial statements 93
Company balance sheet 140
Company statement of changes in equity 141
Notes to the Company financial statements 142
Five year summary 151
ADDITIONAL INFORMATION
Information for shareholders 153
Shareholder enquiries 155
Glossary 155
Company and shareholder information 156
Financial calendar IBC
CORPORATE GOVERNANCE
Chair’s introduction 41
Board of Directors 44
Statement of corporate governance 46
Audit and Risk Committee report 50
Nomination Committee report 54
Directors’ remuneration report 57
Directors’ report 76
Forward-looking statements
Certain statements made in this annual report and accounts
are forward-looking statements. Such statements are
basedon current expectations and are subject to a number
of risks and uncertainties that could cause actual events to
differ materially from any expected future events or results
referred to in these forward-looking statements.
Alternative performance measures
Alternative performance measures are defined in the glossary
on page 155. A reconciliation to statutory numbers is included
on page 153. The Directors believe that alternative
performance measures provide a more useful comparison
ofbusiness trends and performance. The term “underlying”
isnot defined under IFRS and may not be comparable with
similarly titled measures used by other companies.
www.carclo.co.uk
To be a trusted
andcollaborative
provider of
value-adding
engineered solutions
for the medical,
optical and
aerospace
industries, creating
value forallour
stakeholders.
Read more about our purpose and values on page 2

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
01Carclo plc Annual report and accounts 2022
OUR HIGHLIGHTS
£6.8m
2021:
£11.2m
£21.5m
2021:
£20.5m
£32.4m
2021:
£27.6m
Cash generated from operations
(£m)
Net debt excluding
leaseliabilities (£m)
Net debt
(£m)
3.1p
2021:
2.4p
Revenue from continuing
operations (£m)
Underlying earnings per share
- basic- from continuing operations (p)
Underlying operating
profit
1
(£m)
Underlying EBITDA
3
(£m)
Operating profit before
exceptional items
2
(£m)
Statutory operating profit
(£m)
£128.6m
2021:
£107.6m
£6.1m
2021:
£4.8m
£8.2m
2021:
£4.8m
£8.9m
2021:
£9.3m
£13.1m
2021:
£10.8m
•
Resilient revenue performance despite the continued
challenging operating environment following COVID-19
•
Revenue from continuing operations increased by 19.5%
to £128.6 million (2021: £107.6 million)
•
Underlying operating profit from continuing operations
increased by 27.1% to £6.1 million (2021: £4.8million)
•
Cash generated from operations was £6.8 million (2021:
£11.2 million)
•
Statutory operating profit from continuing operations
£8.9million (2021: £9.3 million) included £2.1 million one-off
credit arising from the forgiveness of US government
COVID support loans
•
Net exceptional gain in the year of £0.7 million (2021:
£4.5million), reflects a £0.9 million (2021: £6.5 million)
pension credit, primarily from the introduction of
flexibleearly retirement benefits, offset by £0.1 million
(2021: £2.0million) restructuring costs
•
First full trading year for refreshed Board and management
•
Further capital investment growth for longer-term returns
in the Technical Plastics business
1. Underlying operating profit is defined as operating profit before discontinued operations, separately disclosed items and exceptional items.
Areconciliation to statutory figures is given on page 153.
2. Operating profit before exceptional items is underlying operating profit before discontinued operations and exceptional items. Areconciliation
tostatutory figures is given on page 153.
3. Underlying earnings before interest, taxation, depreciation and amortisation (“uEBITDA”) is defined as EBITDA before discontinued operations,
separately disclosed items and exceptional items. A reconciliation to statutory figures is given on page 153.

02 Carclo plc Annual report and accounts 2022
AT A GLANCE
Carclo plc is a global manufacturer, principally of ne tolerance injection moulded plastic
parts for the medical, diagnostics, electronics, optics and automotive safety markets.
OUR PURPOSE AND VALUES:
WHAT WE DO
OUR DIVISIONS:
OUR VALUES
Our purpose is to be a trusted and collaborative
provider of value-adding engineered solutions for
the medical, optical and aerospace industries,
creating value forall our stakeholders.
EXCELLENCE
We continually striveto
improve every aspect
of ourbusiness.
ETHICS
We operate with
integrity and in a
transparent and
principled manner.
CUSTOMER
We put the customer
atthe heart ofwhat
wedo.
PEOPLE
We do what we say
andwe work together
with mutual respect
andtrust.
SAFETY
We operate
safely,protecting
peopleand the
environment.
Technical Plastics Aerospace
Carclo Technical Plastics (“CTP”) is a leading global
manufacturer of fine tolerance injection moulded plastic
parts for the medical, diagnostics, electronics, optics
andautomotive safety markets.
The Aerospace division is a market leader incable
assemblies and specialist machined parts to European
commercial and military aerospace markets.
www.carclo-ctp.co.uk www.jacottet-industrie.com
www.bruntons.co.uk

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
03Carclo plc Annual report and accounts 2022
Our business operates across three different continents
to provide local support to our global customers.
WHERE WE OPERATE:
CTP
Carrera Inc.
Latrobe,
Pennsylvania, USA
CTP
Carrera Inc.
Export,
Pennsylvania, USA
CTP
Carrera Inc.
Tucson, Arizona,
USA
CTP
Carrera Inc.
Derry, New
Hampshire, USA
Technical Plastics Technical PlasticsTechnical Plastics
Technical Plastics
USA
Carclo Technical
Plastics Ltd
Aylesbury,
UK
Bruntons Aero
Products Ltd
Musselburgh,
Scotland, UK
Jacottet
Industrie SAS
Chartres,
France
Carclo Technical
Plastics Ltd
Mitcham,
UK
Technical PlasticsAerospace
Technical PlasticsAerospace
Technical Plastics
Carclo Technical
Plastics Pvt Ltd
Bangalore,
India
CTP
Taicang Co Ltd
Taicang,
P.R. China
Technical Plastics Technical Plastics
Europe
Asia
Carclo Technical
Plastics –
Brno s.r.o
Brno,
CzechRepublic

04 Carclo plc Annual report and accounts 2022
Despite the challenging macroeconomic
backdrop, the Group has delivered a strong
performance for the year.
Nick Sanders
Executive Chair
I am pleased to report that the Group has
delivered a strong performance for the
year, with revenue growth ahead of
previous expectations and a significant
increase in underlying profit despite the
challenging macroeconomic backdrop.
The Group balance sheet also
strengthened considerably throughout
the course of the year, with the IAS 19
pension deficit being substantially
reduced.
Customer demand in our CTP division
remained strong throughout the year and
we delivered significant growth in both
product and tooling revenues. Whilst
demand in the Aerospace division was
subdued in the first half of the year, order
intake increased significantly in the
second half, largely as a result of
increases in commercial air travel.
The impact of the pandemic continued to
be felt throughout the year, albeit this
has manifested itself in different ways.
Compared to the prior year, plant
closures were less of an issue but
occurred in some countries for short
periods of time. Staff absenteeism
declined in most countries but was still
subject to sporadic increases that caused
some short-term disruption. However,
the secondary impacts of labour
shortages, extended logistics lead times
and significant cost inflation became
more prevalent as the year progressed.
In the latter part of the year, the war in
Ukraine has resulted in added
uncertainty. Although the Group does
not have direct customer or supplier
contracts with either Ukraine or Russia,
the impact of increases in oil and power
prices further added to the inflationary
environment.
These inflationary pressures reduced
margins in the second half of the year in
CTP. The majority of CTP customer
contracts permit material cost increases
to be passed through which contributed
to some of the revenue growth.
Wherever possible, additional price
increases are being passed on to our
customers to offset the impact of
energy, labour and overhead cost
increases, albeit there is inherently a
timelag associated with this. Pricing
negotiations with customers have been
largely concluded for now and the benefit
of the agreed increases are expected to
accrue progressively in the first half of
FY23. In addition, the cost base has
continued to be tightly managed.
Despite these challenges, the Group
delivered a significant year-on-year
growth in underlying operating profit and
a robust operating profit performance.
In line with our divisional growth
strategies, we continued to invest
significantly in new capital equipment,
mainly focused on increasing future
business in the medical and diagnostic
sectors with our existing global customer
base. Our focus on business
development also resulted in both
divisions acquiring a number of new
customers during the year.
As a result of uncertainties in global
supply chains we have increased raw
material stocks to ensure that we can
continue to deliver to our customers and
this, along with the later than planned
introduction of a new customer product,
resulted in increased inventory holding
throughout the year. We expect to
reduce these inventory levels to more
normalised levels during the course of
the next financial year. Given the growth
opportunities that the market presents
and the ongoing operational headwinds,
the Board has asked Frank Doorenbosch
to temporarily relinquish his
Non-Executive position to work
alongside the CTP management team.
EXECUTIVE
CHAIR’S STATEMENT

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
05Carclo plc Annual report and accounts 2022
The safety and wellbeing of the Carclo
team worldwide has continued to be
foremost in the minds of the Board and
in addition to the measures introduced at
the start of the pandemic, a range of
further actions have been taken to
support employees through these
challenging times. As well as keeping our
people and communities safe throughout
the pandemic, we have introduced a
range of additional measures to enhance
the health and wellbeing of our
workforce. The Board is grateful for the
positivity, resilience and dedication
shown by employees again this year.
The management team has continued to
work proactively with the pension
trustees to introduce a range of scheme
initiatives aimed at both benefiting the
scheme members and reducing the
pension deficit. These measures, along
with the payment of the contributions
agreed as part of the August 2020
refinancing agreement referred to in
previous reports, are intended to reduce
the overall pension deficit in the coming
years. A market increase in discount rates
used to measure pension liabilities also
contributed to a substantial reduction in
the IAS 19 pension deficit.
Financial performance
Despite the significant global economic
challenges, I am pleased to report
financial improvement across our key
performance measures.
Total revenue of £128.6 million increased
by 19.5% (£21.0 million) with a large
£10.9million increase in tooling revenue
to £25.1 million and a £10.1 million
increase in product revenue. This drove a
21.3% improvement in underlying EBITDA
to £13.1 million (2021: £10.8 million).
Underlying EPS increased by 29.2% to
3.1pence (2021: 2.4 pence).
Complementing our operational
performance improvement, we have
made further exceptional gains in the
year of £1.4 million (2021: £5.7 million),
driven equally by pension benefit gains
and final proceeds of discontinued
business, producing a statutory EPS
result of 7.9 pence (2021: 10.1 pence).
The balance sheet has more than tripled
in net asset value to £24.4 million (2021:
£7.9 million) from retained profits and
pension gains.
The pension deficit reduced 30.3% in the
year to £26.0 million (2021: £37.3 million)
from a combination of additional pension
contributions and improved financial
assumption projections and reduced
mortality rates.
The Group has taken the opportunity to
continue to invest significantly in capital
expenditure to grow the business at
£9.7million (2021: £10.4 million).
Net debt excluding leases increased to
£21.5 million (2021: £20.5 million). Net
debt including lease liabilities was
£32.4million (2021: £27.6 million),
reflecting continued strong capital
investment while holding higher
inventories to protect our operations
from post-COVID supply chain
uncertainties. After these investments,
cash generated from operations was
£6.8million (2021: £11.2million).
With underlying profit after tax
increasedby 33.3% to £2.3 million
(2021:£1.7million), the underlying
EPSwas 3.1pence (2021: 2.4 pence),
onunderlying operating profit up
26.0%to£6.1 million (2021: £4.8million).
The Group, the bank and the pension
scheme trustees are actively engaged in
negotiations over the refinancing of the
bank debt beyond the current expiry date
of 31 July 2023 and over the updated
schedule of contributions. The parties
are committed to a plan to finalise these
by 31 July 2022 and the Directors have an
expectation that this will be achieved.
I am pleased to report meanwhile that
the Group has delivered profit growth to
expectations and is now streamlined and
focused on growing its CTP and
Aerospace divisions.

06 Carclo plc Annual report and accounts 2022
EXECUTIVE
CHAIR’S STATEMENT
continued
Our people
Once again, the Carclo team worldwide
has shown great resilience, positivity and
dedication in challenging times and I and
my Board colleagues would like to
convey our sincere thanks for their
support throughout the year.
A number of initiatives were introduced
this year to enhance the personal
development planning process. I am
alsopleased to report that we resumed
the recruitment of apprentices this year
and intend to continue this in the
comingyears.
In recognition of the revenue growth that
the business is currently achieving and
targeting, the aim is to continue the
strengthening of the divisional
management teams focused on business
development and operations.
The organisational structure of each
division is also being developed to focus
on global rather than country-specific
growth opportunities.
Throughout the year, the Group
continued to promote the health and
wellbeing of its employees. The Group
formally launched its Group Health and
Wellbeing Programme “Carclo cares” on
1June 2021, with the introduction of an
EAP helpline for all its employees globally
from that date.
Board and governance
Peter Slabbert and David Toohey
indicated their intention not to seek
re-election as Non-Executive Directors
after both serving the Group over the last
six years, and they retired from the Board
on 31 March 2021 and 30 April 2021
respectively. I would like to thank both
Peter and David for their contribution to
the business.
We were pleased to recruit Eric
Hutchinson and Frank Doorenbosch to
the Board, bringing a wealth of business
and specific industry experience that is
invaluable as we execute our strategies
going forward. Eric was appointed in
January 2021 and became Chair of the
Audit Committee in March 2021, taking
over from Peter Slabbert. Frank was
appointed in February 2021, and took
over as Chair of the Remuneration
Committee in April 2021 following
David’s departure. Both Eric and Frank
bring significant industrial experience
tothe Board.
Joe Oatley continued as the Senior
Independent Director throughout the
year. Joe has been instrumental in
reviewing Board effectiveness.
In March 2021, Phil White joined the
Board as the permanent CFO after a
short period as interim CFO. Phil also
brings a wealth of knowledge and
experience to the business and he is
working alongside me on driving
improvements across the Group.
With effect from 6 June 2022,
FrankDoorenbosch was appointed as a
consultant to the Group for a period of
upto twelve months, and accordingly
became an Executive Director for that
period. Frank will focus on assisting the
Carclo Technical Plastics division to
improve its operational effectiveness in
the face of rapidly increasing demand
coupled with current supply chain
challenges.
It is intended that Frank will revert back
tobeing a Non-Executive Director of the
Company and resume his position on the
Board Committees and as Chair of the
Remuneration Committee as soon as
theconsultancy period has ended.
JoeOatley has been re-appointed Chair
of the Remuneration Committee in the
interim period.
As COVID-19 restrictions have eased,
theBoard has been able to make an
increased number of site visits and so
has been able to engage directly with
employees in more parts of the business.
The Board has continued to be diligent
on all governance issues and is regularly
updated on new and updated
requirements. In particular, the Board
isfully supportive of the principles laid
down in the UK Corporate Governance
Code and continues to review its
systems, policies and procedures that
support the Group’s sustainability and
governance practices.
Health, safety and environment
The Board and management team have
continued to focus on ensuring that
Carclo is a safe place to work. Regular
reviews at site, divisional and Group level
are conducted to record any incidents
that have occurred, to ensure that root
cause analysis is completed and that
appropriate corrective actions have been
put in place.
I am pleased to report that as a result of
our actions the accident rate (number of
accidents/hours worked) was reduced
from 4.5/100,000 hours in 2020/21 to
3.7/100,000 in 2021/22.
In addition to the disciplines already in
place, management incentives for the
new financial year will now include an
element related to improving health and
safety performance in line with agreed
targets.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
07Carclo plc Annual report and accounts 2022
The Board is committed to tackling
climate change and a range of
environmental measures have been
introduced, such as:
•
the Head Office function has been
moved to a significantly smaller, more
energy-efficient building;
•
thermal insulation has been
introduced to moulding machines in
CTP China and this is being rolled out
across the CTP division;
•
LED lighting is being progressively
introduced across manufacturing
sites; and
•
we have reduced compressed air
usage within our operations.
We are also currently evaluating a system
to monitor the energy usage of each
machine in the CTP division in real time
to facilitate a reduction in energy
consumption.
Dividend
In accordance with the provisions of the
refinancing agreement signed in August
2020, the business is not currently
permitted to pay dividends. The Board is
therefore not recommending the
payment of a dividend for 2021/22
(2020/21: £nil).
Pensions
The management team has worked
closely with the pension trustees to
develop a number of initiatives that
enhance the members’ benefits and are
also aimed at reducing the scheme’s
liabilities going forward. Following on
from introducing Bridging Pension
Options (“BPO”) last year, offering more
member choice on early retirement
pension commutation and reducing the
IAS 19 liability by £6.7 million, we have
introduced Pension Increase Exchange
(“PIE”) options to members, allowing
increased pensions earlier in exchange
for pension inflation indexing, which has
reduced the IAS 19 liability projections by
£0.9 million.
Following the 2018 valuation, the Group
agreed that it would aim to eliminate the
deficit over a period of 19 years and nine
months from 1 February 2021 to
31October 2040. The annual
contributions would increase to
£3.9million for the year to 31 March 2022,
£3.8 million for the year to March 2023,
and £3.5 million annually thereafter.
Coupled with other improvements in
pension scheme assumptions, most
notably the increased market discount
rate used for valuing retirement
obligations, the IAS 19 pension deficit
hasreduced by £11.3 million in the year
to£26.0 million (£37.3 million).
Further initiatives include a change
ofinvestment management completed
bythe pension trustees in the year,
providing a fresh insight and full reset
ofthe pension scheme asset
managementstrategy.

08 Carclo plc Annual report and accounts 2022
EXECUTIVE
CHAIR’S STATEMENT
continued
Divisional review
Carclo Technical Plastics (“CTP”)
The CTP division performed strongly in
the first half of the year, with demand
continuing to grow for medical and
diagnostic products. However, second
half trading was more challenging due
initially to difficulties recruiting labour in
the US and then cost escalations across
raw materials, energy, packaging, freight
and other overheads. Whilst the impact
of raw material cost increases can largely
be passed on to customers (albeit with
some time lag), the overall impact of
these increases reduced margins in the
second half, particularly in the US and UK
operations. Price increases have also
been negotiated with customers to
offset the impact of the non-material
cost increases.
The new large customer contract
reported in previous trading updates has
now entered production in the UK,
albeitafter a longer period of prove out;
the US production line is still in the prove
out stage but is expected to commence
production in the first half of the
2022/23financial year.
Material shortages and the later than
planned introduction of the new
production lines resulted in increased
inventory holdings of raw materials
which are expected to reduce during
the2022/23 financial year.
Despite these challenges the division
hasbeen awarded significant new tooling
contracts by an existing large customer
and it is anticipated that, as a result, new
production lines will be installed in CTP
businesses around the globe in line with
our long-term strategy. This will, in turn,
lead to continuing long-term revenue
growth. As a result, it is anticipated that
capital investment in the division will
remain significant in the 2022/23
financialyear.
In addition to this large tooling order,
thedivision continued to deliver on its
longer-term growth strategy, initiating
the installation of 17 additional new
product lines across four of our global
sites which will commence production
inthe next two years. We have also seen
five new accounts of significance added
in target sectors including
pharmaceutical accounts in the Czech
Republic and US, a medical account in
India, and China accounts added in the
diabetes and diagnostics sectors.
The division also benefited from a US
government loan related to COVID-19
disruption being forgiven in the year;
theresulting profit has been disclosed
separately in the income statement.
Demand for the division’s products
remains strong, particularly in the
medical and diagnostic sectors, and the
new tooling orders won are expected to
lead to further revenue growth in the
new year. The pricing actions already
implemented are expected to feed into
improved margins progressively through
the year.
Aerospace
The Aerospace division performed well in
the aftermath of the pandemic.
Air travel started to recover, particularly in
the second half of the year with the
utilisation of short haul, narrow body
aircraft increasing as travel restrictions
eased. Long haul travel, which
predominantly utilises wide body
aircraft,also increased but at a slowerrate.
This resulted in aircraft manufacturers
starting to increase their build rates
although it will be some time before they
recover to pre-pandemiclevels.
As a result of this increase in market
activity and an increased focus on
business development within the
division, order intake grew steadily
through the year and was particularly
strong in the final quarter.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
09Carclo plc Annual report and accounts 2022
Sales were lower than the prior year as a
result of the low order intake in the first
half of the year but increased in the
second half and in the final quarter
particularly. Despite input cost inflation,
margins have been well managed and
increased year on year. Cost
management has been maintained and
as a result the division delivered
increased profit and cash in the year.
Recruitment has now resumed as activity
levels increase and we expect to start
recruiting apprentices again this year.
The division starts the new financial year
with a healthy order book and expects to
see good revenue and profit growth in
the 2022/23 financial year.
Strategy
The primary objectives of the Group’s
strategy are to grow revenues, profits
and cash generation in each of its
operating divisions whilst working with
the pension trustees to reduce the
pension deficit over time.
Each division is increasingly becoming
“standalone” and will progressively have
the resources to operate independently
of central functions.
In the short-term, the focus remains to
grow organically in each of our existing
markets, but in the medium to long-term
this may be supplemented by accretive
and synergistic acquisitions.
It is anticipated that capital investment
will remain high in the short and
medium-term to enable our ambitious
growth plans to be achieved.
The central team will continue to focus
on Group strategy, capital allocation,
ITand governance as well as continuing
to work with the pension trustees to
reduce the deficit.
Outlook
I am pleased with the progress that
Carclo has made again this year. Despite
significant headwinds the business has
delivered significant revenue and profit
growth and at the same time continued
to invest in growing capacity to meet the
demands of growing markets.
Although the direct impacts of the
pandemic have reduced progressively
during the year the secondary impacts
ofcost inflation, labour shortages and
logistics delays impacted the second half
of the year. We have countered these
effects by improving operational
efficiency, passing on cost increases
wherever possible and holding more
inventor y.
Both divisions have continued to execute
on the strategic plans developed in 2021
through targeting organic growth
opportunities in their chosen markets
and strengthening management teams.
This has resulted in a number of new
business wins which will contribute to
our future revenue and profit growth.
The management team has continued to
work closely with the pension trustees
towards the objective of reducing the
historic pension deficit and I am pleased
to report that the IAS 19 deficit has
reduced materially over the last year.
The Board expects market demand for
both the CTP and Aerospace divisions to
continue to grow in the next financial
year but also that the headwinds that
prevailed in the second half will continue
during the first half.
Nick Sanders
Executive Chair
29 June 2022

Technical Plastics
10 Carclo plc Annual report and accounts 2022
OUR MARKETS
MEDICAL
ELECTRONICS
& CONSUMER
Carclo’s continued growth in diagnostics
pharmaceutical, respiratory, ostomy, ophthalmic,
women’s healthcare, blood management and
surgicalproducts will continue to fuel investment
inequipment and facilities. Harmonisation of
management systems and manufacturing methods
continue to advance Carclo’s technical capabilities to
support the industrialisation of medical markets.
Carclo’s technical offering and strategic footprint
aligns well with increasing global demand in clinical
chemistry, diagnostic disposables and diabetes
management with leading OEMs.
Customers
In the medical sector, Carclo’s customers are
predominantly blue-chip global OEMs, typically in the
top three of their respective segments. In diagnostics
we are proud to supply four of the top five clinical
diagnostics providers. In non-medical segments our
customers are niche providers of critical safety
applications or technology leaders.
Electronics and consumer products not only have
been a founding cornerstone but also remain a strong
segment of our business. Decreasing size of electronic
components and increasing cost pressures on
consumer products has fuelled growth in low-cost
regions and increased capabilities across a range of
high precision gears, connectors, fire and safety
applications, packaging, as well as dispensing
equipment applications.

Technical Plastics Aerospace
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
11Carclo plc Annual report and accounts 2022
OPTICS
Carclo is a specialist in the design, development and
manufacture of injection moulded and extruded
optical components and assembled devices across a
wide range of applications. Carclo maintains its niche
position in the LED lighting markets, providing energy
savings and performance solutions in the areas of
architectural lighting, street lighting, automotive and
aerospace. Carclo carries its own proprietary line of
optics for LED applications in addition to standard and
custom-designed electro optics such as Fresnel
lenses, light guides, guidance systems and CCTV
security domes.
Our success in the stringent aerospace and defence
markets has been built over a century of experience,
where the most exacting production quality standards
attainable are imposed. Delivery on time and “right
first time” for our customers is a must.
Control cables
Europe’s leading supplier of control cables for
theaviation industry. Both Bruntons and Jacottet
manufacture aircraft mechanical control cables to
international standards or customer bespoke
designsas required.
Specialised machined components
As a detailed parts manufacturer to many leading
aerospace and defence businesses, Bruntons supply
arange of specialised machined components for both
production and aftermarket requirements. Bruntons
also support the vintage aircraft market with the
supply of streamline wires.
Quality
To satisfy the quality standards required, both our
sites hold Aerospace AS9100 approval, a must for
manufacturers wanting to work in this sector.
Alongside this, we also hold a number of OEM
“supplier approvals” and “special process approvals”
tosupport our customers’ needs.

12 Carclo plc Annual report and accounts 2022
BUSINESS MODEL & STRATEGY
Operating model
Our resources & relationships
The Group is focused on delivering sustainable growth in earnings
by focusing on being the supplier of choice in our core markets.
Underpinned by our values and culture
PEOPLE
We aim to be the employer of choice in our
sector and locations. Our engaged and
skilled workforce is focused on delivering
the best solutions for our customers
through innovation, customer collaboration
and quality. We are creating an environment
that enables our employees to realise their
full potential whilst feeling safe and
supported.
CAPITAL
We operate within a disciplined capital
allocation framework that allows us to
invest in growth and productivity
enhancement whilst meeting our
obligations to the external stakeholders.
RELATIONSHIPS
We build and maintain close long-term
relationships with customers, suppliers and
other stakeholders; centred on trust and
collaboration.
SUPPLY CHAIN
We have developed long-standing
relationships with key partners in our supply
chain, which is a key element of delivering
on-time quality products to our customers.
ASSETS
We focus on enhancing operational
efficiency and return on invested capital.
We ensure investment in new assets is
accretive to overall Group return on capital.
EXPERTISE
Our people are experts in their fields. From
innovation to operations and product
stewardship we have experts who enable
us to deliver unique and superior products
to our customers.
Responsive and
entrepreneurial culture
Customer satisfaction
and effectiveness through
operational excellence
Global facilities
with highly technical
capabilities
Sustainable business
development based on
customer interactions
Safety Customer EthicsPeople Excellence

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
13Carclo plc Annual report and accounts 2022
Operating model
Competitive advantage Value creation
We achieve this through our technical capability and operational excellence,
which enables us to consistently deliver high quality products to, and build
deep relationships with, our customers.
Underpinned by our values and culture
CUSTOMER SATISFACTION
Our customers have selected us over our
competitors, and we recognise that this
decision is based on their faith in our ability
to meet or exceed their expectations. Each
of our businesses monitor key aspects of
our customer performance and this is
continually fed back to our employees.
OPERATIONAL EXCELLENCE
We meet our customers’ expectations
through a focus on operational excellence
which enables us to deliver high quality
products, on time and at a competitive
price, whilst achieving a return on
investment above our hurdle rate.
RESPONSIVE CULTURE
We operate with a flat and decentralised
management structure in order to make fast
and responsive decisions to the benefit of
our customers, employees and ultimately
for the Group as a whole. We expect our
management teams to operate in an
entrepreneurial manner and reward them
appropriately. This devolved structure also
enables the Group to operate with a lean
overhead structure.
GLOBAL FOOTPRINT
Our business operates across three different
continents to provide local support to our
global customers. We ensure that we
operate ethically in all of our locations,
respecting local regulations, and we develop
a culture of best practice in operational
management, customer responsiveness as
well as ensuring that our approach to health
and safety is consistent in all of our
operations.
SHAREHOLDERS
The Group will create value for shareholders by generating
sustainable earnings and positive cash flow in excess of the
requirements of other external financial stakeholders. We will
continue to rebuild the strength of our balance sheet to enable
investment for future growth.
EMPLOYEES
Creating and maintaining rewarding careers for our total global
workforce of c.1,000 is critical for the delivery of our strategy.
CUSTOMERS
We provide critical components to our customers who operate in
demanding, highly regulated markets. The quality of our products
enables our customers to provide value-added solutions in
safety-critical environments.
SUPPLIERS
We value our supplier relationships and take a long-term strategic
approach to mutual value creation.
PENSION
The Group provides funding to the pension funds that provide
retirement benefits for past and present employees. Although the
defined benefit schemes are closed, the Group takes its funding
obligations seriously and works closely with the scheme trustees to
ensure that the future commitments to scheme members are met.
DEBT PROVIDERS
The Group has a long-standing relationship with its lending bank.
The bank provides funds that enable the Group to grow and create
value for all stakeholders and in turn the Group seeks to deliver a
return on invested funds to its lending bank.

14 Carclo plc Annual report and accounts 2022
Section 172
Our purpose at Carclo plc is to deliver
high quality, precision components
toour customers that enable them
toprovide solutions in highly
regulatedsafety-critical environments.
Our technology and products are relied
upon by customers worldwide who
trustus to deliver reliable, high quality,
cost-effective products that ultimately
enhance lives of the end users of the
systems of which they form a part.
Effective engagement with our
stakeholders is crucial to the delivery
ofour purpose and our strategy.
TheDirectors understand their
responsibilities to promote the success
of the Company in accordance with
Section 172 of the Companies Act 2006.
Section 172 of the Companies Act 2006
requires the Directors to have regard to a
number of factors including taking into
consideration the interests of
stakeholders in their decision-making.
Further information on how the Directors
oversee stakeholder engagement and
discharge their duties and responsibilities
is included in the statement of corporate
governance on pages 46 to 49.
OUR STAKEHOLDERS
The Directors understand their responsibilities to promote the success of
the Company in accordance with Section 172 of the Companies Act 2006.
Stakeholders Material issues How we engage Outcomes
EMPLOYEES
We recognise that having
engaged, motivated
employees with aligned
values is key to the long-term
success of the business.
Weseek to be the employer
of choice in our sector and
geographies in which we
operate.
•
Ensure our core values are
embedded throughout the
Group.
•
Create a positive working
environment through a high
performing culture.
•
Attract and retain a diverse
range of talent and
perspectives.
•
Ensure employees are
engaged in their roles.
•
Effectively invest in personal
development and career
progression.
•
Site visits by the whole Board
including sessions with a cross-
section of employees enabling
employees to engage directly with
Board members.
•
Each of the Non-Executive Directors
are responsible for employee
engagement at different sites in the
UK, and act as a conduit between
the Board and employees.
•
The Executive Chair and divisional
leadership hold regular “town hall”
meetings with staff to discuss and
communicate a range of issues.
•
All employees receive an induction,
a Group overview presentation and
details of Carclo’s policies and
processes, health and safety and
more.
•
The Non-Executive
Directors have started
to recommence
workforce meetings
following the easing of
travel restrictions.
•
Divisional leadership
continued to hold
regular “town hall”
meetings of a virtual
nature.
SHAREHOLDERS
Our strategy aims to deliver
long-term returns to our
shareholders. We recognise
the importance of the support
of our shareholders as the
business makes progress on
its restructuring and
value-creation plan.
•
Creation of shareholder value
requires a successful delivery
of our strategy.
•
Communication of progress
on this strategy is important
to ensure shareholders are
appraised of the potential for
return on investment.
•
The Executive Chair maintains
regular contact with our key
shareholders and reports regularly
to the Board.
•
The Company provides regular
updates to the market via press
releases and presentations following
full-year and half-year results.
•
The Company utilises the regulatory
news system to provide updates on
relevant significant news to
shareholders.
•
The Executive Chair
continued to liaise with
key shareholders
throughout the
financial period.
•
Regular updates are
now provided to retail
investors via the
Investor Meet
Company platform.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
15Carclo plc Annual report and accounts 2022
Stakeholders Material issues How we engage Outcomes
CUSTOMERS
Our products enable our
customers to deliver their
solutions in highly regulated,
safety-critical environments.
•
Ensure we meet or exceed
our customers’ requirements
in all respects: quality;
on-time delivery; value.
•
Provide technical solutions
that enable our customers’
products to be competitive in
their markets.
•
Obtain feedback on where we
are performing well and any
areas where we can improve.
•
Continuous engagement by a range
of employees in our divisions
including divisional CEOs via
face-to-face and telephone
meetings, to discuss performance
and future solutions.
•
Measurement and monitoring of key
operational KPIs at both business
unit and Board level.
•
Management
continued to liaise with
customers throughout
the period to discuss
performance and
future solutions.
•
Operational KPIs at
both business unit and
Board level have been
continually developed
throughout the period.
SUPPLIERS
Our suppliers enable us to
deliver on our commitments
responsibly and sustainably.
•
Ensure high standards
throughout our supply chain.
•
Ensure compliance with
recognised standards that
uphold human rights and
safety, prohibit modern
slavery and promote
sustainable sourcing.
•
Develop long-term
partnerships that enable
ustomeet our customer
commitments.
•
Regular audits are carried out at key
suppliers.
•
Suppliers asked to agree to Carclo’s
policies on modern slavery and
human trafficking, and anti-bribery
and corruption.
•
New suppliers are audited before
approval.
•
Regular audits
continued to be carried
out at key suppliers.
LENDING BANK
The Group’s lending bank
provides funds that enable
the Company to invest
andgrow.
•
Secure long-term financial
support for the Group.
•
Ensure that the lending bank
is appraised of progress on
the Group’s value-creation
strategy.
•
The Executive Chair and CFO work
closely with the lending bank.
•
The Group provides information
relating to Group performance and
progress on strategy delivery to the
bank on a regular basis.
•
Quarterly update
meetings are held with
the lending bank, as
well as regular updates
and supplying of
information in
between meetings.
PENSION
The Company provides deficit
repair contributions to the
Group pension fund which in
turn provides retirement
benefits for past and current
employees of the now-closed
defined benefit pension
scheme.
•
Achieving an agreed schedule
of deficit repair contributions
that balances the needs of
the scheme and the needs of
the business to invest.
•
Ensuring that the scheme
assets and liabilities are
managed appropriately.
•
The Executive Chair and CFO work
closely with the pension trustees.
•
The Group provides information
relating to Group performance and
progress on strategy delivery to the
pension trustees on a regular basis.
•
The Group is working closely with
the pension trustees to deliver the
optimal long-term funding and
management solution.
•
Quarterly update
meetings are held with
the pension scheme
trustees, as well as
regular updates and
supplying of
information in
between meetings.
LOCAL COMMUNITIES
We believe that business
should be a force for good in
the communities in which we
operate. We aim to support
and inspire our employees to
make a difference in their
communities.
•
Understand how we can
contribute positively and
sustainably to our local
communities.
•
The responsibility for community
engagement is devolved to the local
business units.
•
Some activity has been
curtailed in the period
due to the pandemic,
however more
information can be
seen in our Responsible
Operations report on
pages 21 and 22.

16 Carclo plc Annual report and accounts 2022
KEY PERFORMANCE
INDICATORS
To enable our performance to be tracked against our organic growth strategy, we have
determined that the following key performance indicators (“KPls”) should be focused on.
Financial KPIs
Revenue from continuing
operations (£m)
Underlying operating
profit from continuing
operations (£m)
Net debt excluding
lease liabilities (£m)
2018 104.7
2019 105.3
2020 110.5
2021 107.6
2022 128.6
2018 6.2
2019 6.4
2020 7.3
2021 4.8
2022 6.1
2018 31.5
2019 37.0
2020 22.1
2021 20.5
2022 21.5
2018 31.5
2019 38.5
2020 27.4
2021 27.6
2022 32.4
2018 10.1
1.2
2020 5.0
2021 6.6
2022 7.8
2018 8.3
2019 6.9
2020 4.7
2021 2.7
2022 2.5
£128.6m
▲19.5%
£6.1m
▲26.9%
£21.5m
▲4.9%
£32.4m
▲17.4%
7.8%
▲1.2%
2.5
▼0.2%
Definition and method of calculation
Revenue from continuing operations
(comparative years have been
restated to remove discontinued
operations and so to present
continuing operations on a
like-for-likebasis).
Definition and method of calculation
Operating profit from continuing
operations before discontinued
operations, separately disclosed items
and exceptional items (comparative
years have been restated to remove
discontinued operations and so to
present continuing operations on a
like-for-like basis). Please refer to the
reconciliation of non-GAAP financial
measures within the information for
shareholders on page 153.
Definition and method of calculation
Net debt excluding lease liabilities is
defined as loans and borrowings,
excluding lease liabilities, less cash
and cash deposits as at the balance
sheet date. Please refer to the
reconciliation of non-GAAP financial
measures within the information for
shareholders on page 153.
Definition and method of calculation
Net debt is defined as loans and
borrowings, including lease liabilities,
cash and cash deposits as at the
balance sheet date. Please refer to the
reconciliation of non-GAAP financial
measures within the information for
shareholders on page 153.
Lease liabilities as at the balance
sheet date were £10.9 million.
On 1 April 2019 the Group initially
applied IFRS 16 Leases. The
comparatives for 2017/18 and 2018/19
are presented under the previous
accounting standard IAS 17.
Definition and method of calculation
Return on capital employed measures
the underlying operating profit for the
Group, including discontinued
operations, as a percentage of
average capital employed, calculated
as the average of the opening equity
plus net debt and pension liabilities,
and closing equity plus net debt and
pension liabilities.
Definition and method of calculation
Lost Time Injury Frequency Rate
measures the number of lost time
injuries per 100,000 hours worked.
The 2018, 2019 and 2020 rates include
the discontinued Wipac business.
Explanation of importance
Helps to monitor our success
ingrowing the business.
Explanation of importance
Helps to monitor our success
ingenerating profits from our
operations.
Explanation of importance
Helps to appraise the Group’s capital
structure and liquidity.
Explanation of importance
Helps to appraise the Group’s
capitalstructure and liquidity.
Explanation of importance
Helps to monitor our success in
generating profits from the capital
employed in the business.
Explanation of importance
Helps to monitor our success in
operating a safe working
environment.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
17Carclo plc Annual report and accounts 2022
Financial KPIs Non-financial KPI
Net debt
(£m)
Return on capital employed
(excluding pension liabilities)
1
(%)
Lost Time Injury
Frequency Rate
2018 104.7
2019 105.3
2020 110.5
2021 107.6
2022 128.6
2018 6.2
2019 6.4
2020 7.3
2021 4.8
2022 6.1
2018 31.5
2019 37.0
2020 22.1
2021 20.5
2022 21.5
2018 31.5
2019 38.5
2020 27.4
2021 27.6
2022 32.4
2018 10.1
1.2
2020 5.0
2021 6.6
2022 7.8
2018 8.3
2019 6.9
2020 4.7
2021 2.7
2022 2.5
£128.6m
▲19.5%
£6.1m
▲26.9%
£21.5m
▲4.9%
£32.4m
▲17.4%
7.8%
▲1.2%
2.5
▼0.2%
Definition and method of calculation
Revenue from continuing operations
(comparative years have been
restated to remove discontinued
operations and so to present
continuing operations on a
like-for-likebasis).
Definition and method of calculation
Operating profit from continuing
operations before discontinued
operations, separately disclosed items
and exceptional items (comparative
years have been restated to remove
discontinued operations and so to
present continuing operations on a
like-for-like basis). Please refer to the
reconciliation of non-GAAP financial
measures within the information for
shareholders on page 153.
Definition and method of calculation
Net debt excluding lease liabilities is
defined as loans and borrowings,
excluding lease liabilities, less cash
and cash deposits as at the balance
sheet date. Please refer to the
reconciliation of non-GAAP financial
measures within the information for
shareholders on page 153.
Definition and method of calculation
Net debt is defined as loans and
borrowings, including lease liabilities,
cash and cash deposits as at the
balance sheet date. Please refer to the
reconciliation of non-GAAP financial
measures within the information for
shareholders on page 153.
Lease liabilities as at the balance
sheet date were £10.9 million.
On 1 April 2019 the Group initially
applied IFRS 16 Leases. The
comparatives for 2017/18 and 2018/19
are presented under the previous
accounting standard IAS 17.
Definition and method of calculation
Return on capital employed measures
the underlying operating profit for the
Group, including discontinued
operations, as a percentage of
average capital employed, calculated
as the average of the opening equity
plus net debt and pension liabilities,
and closing equity plus net debt and
pension liabilities.
Definition and method of calculation
Lost Time Injury Frequency Rate
measures the number of lost time
injuries per 100,000 hours worked.
The 2018, 2019 and 2020 rates include
the discontinued Wipac business.
Explanation of importance
Helps to monitor our success
ingrowing the business.
Explanation of importance
Helps to monitor our success
ingenerating profits from our
operations.
Explanation of importance
Helps to appraise the Group’s capital
structure and liquidity.
Explanation of importance
Helps to appraise the Group’s
capitalstructure and liquidity.
Explanation of importance
Helps to monitor our success in
generating profits from the capital
employed in the business.
Explanation of importance
Helps to monitor our success in
operating a safe working
environment.
1. Prior period comparatives have been restated to exclude pension liabilities.
2019

18 Carclo plc Annual report and accounts 2022
RESPONSIBLE
OPERATIONS
The Board considers that it is
paramount that the Group maintains
the highest ethical and professional
standards in all its undertakings.
WHAT’S IN THIS SECTION
People
Environment
Health and safety
TCFD

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
19Carclo plc Annual report and accounts 2022
Corporate social responsibility is a
keyelement of operations and
decision-making. The Group understands
the importance of ensuring that the
business has a positive impact on
employees, customers, suppliers and
other stakeholders, which in turn
supports the long-term performance
andsustainability of the business.
Our philosophy is to embed the
management of these areas into our
business operations, both managing risk
and delivering opportunities that can
have a positive influence on our business.
We also recognise that the expectations
of all our stakeholders are constantly
increasing and we aim to, meet and, in
time, exceed these expectations.
During the year there have been no
prosecutions, fines or enforcement action
as a result of non-compliance with safety,
health or environmental legislation.
Wehave achieved significant reductions
inaccident rates and introduced a number
of new initiatives to support the health
and wellbeing of our employees.
Group Executive Committee
The Group Executive Committee, which
is chaired by the Executive Chair, drives
the Group’s actions in the fields of global
social responsibility, health and safety,
anti-bribery and corruption,
environmental and climate change
policies, charitable support, equality and
human and labour rights, whistleblowing
and supply chain labour standards.
Environmental matters Environmental Policy Responsible operations
report (page 21)
Employees Ethical Policy
Health and Safety Policy
Equal Opportunities and
Diversity and Inclusion
Policy
Responsible operations
report (pages 20 and 21)
Human rights Modern Slavery Statement
Ethical Policy
Responsible operations
report (page 21)
Anti-corruption and
anti-bribery
Anti-Bribery and Corruption
Policy
Ethical Policy
Whistleblowing Policy
Responsible operations
report (page 21)
Statement of corporate
governance (pages 48
and50)
Policy embedding, due
diligence and outcomes
Principal risks and
uncertainties (page 31)
Description of principal
risks and impact of
business activity
Principal risks and
uncertainties (pages 32
to38)
Description of the business
model
Our business model and
strategy (pages 12 and 13)
Non-financial KPIs Key performance indicators
(page 17)
Non-financial reporting
Reporting
requirement
Policies and standards
which govern
ourapproach
Risk management and
additional information
We comply with the non-financial reporting requirements contained in Sections 414CA and
414CBof the Companies Act 2006.
The table below, and information to which it refers, is intended to help stakeholders
understand our position on key non-financial matters.

20 Carclo plc Annual report and accounts 2022
RESPONSIBLE
OPERATIONS
continued
Employees
The Group places considerable value on
the involvement of its employees and
has continued to keep them informed on
matters affecting them and on various
financial and economic factors affecting
the performance of the Group.
The Group regularly updates its
employment policies and all employees
are issued with a staff handbook to keep
them up to date with information relating
to their employment.
The Group operates, and is committed
to, a global policy of equality that
provides a working environment that
maintains a culture of respect and
reflects the diversity of our employees.
Itis committed to offering equal
opportunities to all people regardless of
their sex, nationality, ethnicity, language,
age, status, sexual orientation, religion
ordisability.
We believe that all employees should be
able to work safely in a healthy workplace
without fear of any form of
discrimination, bullying or harassment.
We believe that the Group should
demonstrate a fair mix across all levels of
our business. At 31 March 2022, 29.3% of
our employees identified as female (2021:
31.6%). The proportion of women in
senior management positions amounted
to 11% (2021: 12%).
Our diversity encompasses differences in
ethnicity, gender, language, age, sexual
orientation, religion, socio-economic
status, physical and mental ability,
thinking style, experience and education.
We believe that the wide array of
perspectives that result from such
diversity promotes innovation and
business success. We operate an equal
opportunities policy and provide a
healthy environment which will
encourage good and productive working
relationships within the organisation.
The safety and wellbeing of the Carclo
team has continued to be foremost in the
minds of the Board and in addition to the
measures introduced at the start of the
pandemic a range of further actions have
been taken to support colleagues
through these challenging times.
TheBoard is grateful for the positivity,
resilience and dedication shown
bycolleagues again this year.
The Group formally launched its Group
Health and Wellbeing Programme on
1June 2021 (“Carclo cares”), and in
particular put in place an Employee
Assistance Programme (“EAP”) helpline
for all its employees globally from that
date. A Group Stress, Mental Health and
Wellbeing Policy was put in place from
November 2021 and Health and
Wellbeing Champion volunteers are now
in place at each site, who drive forward
actions locally. The Group is developing
an intranet site where health and
wellbeing can be better promoted going
forward and so that employees around
the world can exchange thoughts, ideas
and best practice more informally.
The Group has continued to promote the
health and wellbeing of its employees.
For example:
•
as a result of our actions the accident
rate (number of accidents/hours
worked) was reduced from
4.5/100,000 hours in 2020/21 to
3.7/100,000 in 2021/22 and lost time
injury frequency rate reduced from
2.7accidents per 100,000 hours
worked in 2020/21 to 2.5 accidents
per100,000 hours worked in 2021/22
as shown in the Key Performance
Indicators on page 17;
•
the Group is rolling out ISO 45001;
•
in China and India, Women’s Day is
celebrated every year. This includes a
small gift and lunch for our female
employees;
•
in China, we traditionally hold an
annual dinner and award and
recognition ceremony for
achievements, which coincides
withthe Chinese New Year; and
•
a safety day was held in India.
Thisyear marked the 51-year
anniversary of the event. An annual
event is held whereby employees
compete for prizes for slogans, make
safety pledges and management
communicates its plans.
Development
We continue to invest in the
development of all our employees,
through both informal and formal
routes.Assessment of individual
trainingneeds is a key element of
theannual appraisal process.
We regularly recruit apprentices, and
wecurrently have 39 employees enrolled
in registered apprenticeships globally.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
21Carclo plc Annual report and accounts 2022
Ethical Policy
Following the enactment of the Bribery
Act 2010, we have codified our Ethical
Policy confirming our commitment to not
tolerating bribery, corruption or other
unethical behaviour on the part of any of
our businesses in any part of the world.
Compliance with the Act has been a
priority for the Group and the policy
provides guidance and instruction to
employees and training has been
performed in all areas of the business
toensure that it is complied with.
Modern Slavery Act 2015
Carclo’s Modern Slavery statement for
the year ended 31 March 2022 can be
found at www.carclo.co.uk.
Environmental Policy
It is the Group’s policy to continually
seekto eliminate and, where this is not
practicable, to minimise negative
environmental impacts from the pursuit
of its various business interests whilst
continuing to produce high quality
products to its customers’ requirements.
It is the Group’s policy to comply with all
statutory environmental legislation as a
minimum and to aim to improve upon
the standards set by the local regulatory
authorities.
It is the Group’s policy to foster an
informed and responsible approach to
allenvironmental concerns and it
encourages the involvement of
employees, customers and suppliers.
Regulatory authorities are consulted
andinformed at all appropriate times.
The Group continues to support
long-term strategies to minimise,
reuseand recycle packaging through its
membership of Valpak, a not-for-profit
organisation through which a large
number of businesses work together
torecover and recycle packaging.
Health and safety
A health and safety policy statement
isinplace to ensure a safe working
environment at all times. The health
andsafety policy statement also
demonstrates our responsibility to
customers, suppliers and contractors
and we maintain communication of the
policy at all levels throughout the Group.
Global social responsibility
Carclo is a global company and we take
seriously our responsibilities to maintain
an ethical supply chain towards those
communities in which we operate.
Withfull control over our manufacturing
facilities in low-cost regions we commit
to be a responsible supplier.

22 Carclo plc Annual report and accounts 2022
RESPONSIBLE
OPERATIONS
continued
Community involvement
We encourage our businesses to
supporttheir local communities
throughcharitable support and
education initiatives and responsibility
for this is devolved to local management.
We fully support the Indian government’s
corporate social responsibility (“CSR”)
scheme via our facility in Bangalore.
Inrecent years our CTP business has
funded the planning, design and
construction of a multi-use building in a
local village, bio-toilets at three schools,
classroom buildings and a dormitory
building at a further two schools. We
have donated over 10,000 face shields
during the COVID-19 pandemic period to
medical workers and first responders in
our local communities in India. Last year
we supported a local roads infrastructure
programme, continued our support of
providing LED street lamp lighting in local
rural villages, as well as donating a
further 3,000 face shields to frontline
essential services.
Our CTP facility in Latrobe, USA
donatedover $1,200 worth of toys
(bothemployees and the Company)
atChristmas 2021 for the “Toys for Tots”
campaign.
The Head Office wellbeing team hosted a
charity event on 30 March 2022 in helping
to raise awareness and funds as part of
#BrainTumourAwarenessMonth, and
raised a total of £225 for Yorkshire’s
BrainTumour Charity.
Charitable donations
Carclo employees participate in a variety
of activities to support both local and
national charities.
Some highlights from our year include
our Aerospace business supporting its
local training board which is run as a
charity through EDETA. The charity
provides for apprentice training mainly in
the Lothians but also has some input into
the Borders and Fife regions of Scotland.
We also make charitable donations in
support of local communities. In the
2021/22 year, the Group donated £14k
tocharity (2020/21: £15k).
It is the Group’s policy not to make
political donations and no such donations
were made in the year (2020/21: £nil).
Task Force on Climate-related
Financial Disclosures (“TCFD”)
The TCFD recommendations constitute
arobust reporting approach for
organisations, with new requirements
including: mapping the risks and
opportunities to businesses arising from
climate change, modelling a variety of
climate change scenarios for a business,
alongside more usual calculation of
carbon footprints and associated
operational metrics.
The TCFD recommendations come
fromthe Financial Stability Board (“FSB”),
an international organisation promoting
macroeconomic stability, and they seek
to better inform investors of the climate
change implications for businesses.
Asaresult, they are designed for
organisations with a significant amount
of equity. Various governments are
adopting TCFD recommendations,
andthe UK is an early adopter.
Carclo is aware of the UK’s adoption of
the FSB’s TCFD recommendations.
Given the difficult trading environment
over the last two years and the new
challenging and onerous reporting
requirements, which will require
enhanced management input to develop
the reporting processes, Carclo has
engaged appropriate stakeholders to
establish suitable reporting routines
forthis new legislation in a timely and
thorough manner in the next
financialyear.
As a result, our TCFD reporting will
chartCarclo’s progress by including
climate-related disclosures consistent
with TCFD recommendations and
disclosures and the Listing Rules
requirements of LR 9.8.6R.
Carclo has timetabled the development
of its full TCFD reporting capabilities to
commence in the next financial year.
Disclosures in future reporting will follow
the seven TCFD recommended Principles
for Effective Disclosures, so that they
should:
1. represent relevant information;
2. be specific and complete;
3. be clear, balanced and
understandable;
4. be consistent over time;
5. be comparable among companies
within a sector, industry or portfolio;
6. be reliable, verifiable and objective;
and
7. be provided on a timely basis.
These future disclosures will, as
recommended by the TCFD, focus
strongly on risks and opportunities
related to transition to a lower-carbon
economy.
The TCFD recommendations will help us
better understand the climate-related
risks we face and inform how we monitor
and manage climate-related risks and
opportunities.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
23Carclo plc Annual report and accounts 2022
To frame its disclosures, Carclo will take
the four overarching Elements of
Recommended Climate-Related Financial
Disclosures, being:
A. Governance (the organisation’s
governance around climate-related
risks and opportunities)
B. Strategy (the actual and potential
impacts of climate-related risks and
opportunities on the organisation’s
businesses, strategy and financial
planning)
C. Risk Management (the processes
used by the organisation to identify,
assess and manage climate-related
risks)
D. Metrics and Targets (the metrics and
targets used to assess and manage
relevant climate-related risks and
opportunities)
Governance
The Board recognises that changes to
the climate may have far-reaching
consequences for the Group. The Board
takes overall accountability for the
management of risks and opportunities,
which will include climate change.
Responsibility for developing and
evaluating climate-related policies will
bedelegated to the ESG Committee,
which will incorporate the TCFD Steering
Committee, with first meetings
plannedin FY23. The Group Executive
Committee and Board currently consider
ESG matters as a standing agenda item.
The Audit and Risk Committee oversees
and advises the Board on the Group’s risk
exposure, risk appetite and future
approach to risk, and therefore will
receive the reports of the ESG and
TCFDSteering Committee for
commentand review.
The ESG Committee will support the
Board by reviewing and monitoring the
processes for setting climate-related
targets and collecting the data and
information required to support the
TCFDreporting and strategy.
The Audit and Risk Committee will also
assist the Board by monitoring financial
and non-financial climate-related risks.
Itwill be responsible for tracking changes
related to this area that could change the
risk profile.
Strategy
As stated, Carclo will set up an ESG and
TCFD Steering Committee to:
A. Identify climate-related risks and
opportunities over the short, medium
and long term
B. Ensure risks are added to our overall
risk register
C. Develop a strategy to mitigate the
identified risks and a strategy to
evaluate any identified opportunities
Risk
A summary of our current principal risks
can be found on page 31 of this annual
report.
The Audit and Risk Committee reviews
principal and emerging risks and how
they are monitored.
Looking to the future, we will continue to
strengthen how climate risk resilience is
identified, assessed and properly
embedded in our business and across its
value chain.
Metrics and targets
We have reported on our Scope 1 and 2
emissions on page 24 of this annual
report, which summarises in a tabular
format these emissions for our business.
Further metrics and targets will be
identified as we conduct further analysis
into the climate-related risks and
opportunities. This will include
consideration of, understanding, and
identifying our Scope 3 emissions in
order for Carclo to gain a wider
understanding of our impact on the
environment and how this impacts our
trading relationships.
Next steps
Carclo’s timetable for developing full
TCFD reporting capabilities in the next
financial year is as follows:
Q1 – Establish an internal steering
committee responsible for TCFD delivery
Q1 – Engage with the Board to establish
oversight of climate risks
Q1 – Commence data collection
processes, building on those already in
place for ESOS, SECR and CCA
Q2 – Commence mapping out risks and
opportunities to Carclo from climate
change (e.g. upstream and downstream
goods and services’ availability and
pricerisks)
Q3 – Address Risk Management items of
plans, amending processes as necessary
to ensure this incorporates
consequences of climate change
Q4 – Finalise Metrics and Targets items
(for instance, finalising SECR figures for
Scope 1 and 2, KPIs calculation)
Q4 – Final meetings to cover disclosures
to be entered into the FY23 annual report
TCFD requirements are altogether
stronger than previous carbon reporting
legislation (e.g. ESOS, SECR) due to the
Strategy and Governance components,
which require senior stakeholder
engagement. Our timetable for FY23
TCFD reporting will be guided through
quarterly meetings adopting the
over-arching TCFD themes of
Governance, Strategy, Risk Management,
and Metrics and Targets.

24 Carclo plc Annual report and accounts 2022
RESPONSIBLE
OPERATIONS
continued
Greenhouse gas emissions and energy consumption
The Group is required to report its annual greenhouse gas (“GHG”) emissions pursuant to the Companies (Directors’ Report) and
Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (“Regulations”). The 2018 Regulations, known as
Streamlined Energy and Carbon Reporting, came into effect on 1 April 2019. We have collated data during the year to 31 March 2022
and are reporting emissions and energy consumption for this period to coincide with the Group’s financial reporting period.
Greenhouse gas emissions
Year-on-year GHG emissions: location-based methodology
Emissions from:
2022 2021
Percentage
change
Scope 1 (tCO
2
e) Gas, fuel and industrial emissions 567 522 8.6%
Scope 2 (tCO
2
e) Electricity 19,129 20,564 (6.7)%
Total (tCO
2
e) 19,696 21,086 (6.3)%
Group revenue (£ million) 128.6 107.6 19.5%
Intensity ratio (tCO
2
e per £1 million of revenue) 153.1 195.5 (21.3)%
Energy consumption
Carclo consumed a total of 42,157 MWh of energy globally during 2021/22 (2020/21: 44,068 MWh) comprising UK 2021/22
15,790MWh (2020/21: 14,068) and rest of the world 2021/22 26,367 MWh (2020/21: 30,000 MWh). UK tCO
2
e 2021/22 3,431
(2020/21:3,200), rest of the world 2021/22 16,265 (2020/21: 17,900).
Total energy consumed 42,157 MWh
= 328.5 MWh/£ million of revenue
Total revenue £128.6 million
The intensity ratio of energy
consumption has decreased this year
due to increased Group revenue and a
reduction in overall energy consumed.
Energy performance –
electricity(MWh)
From April 2021 to March 2022 the total
electricity consumption was 19,129 MWh
and it has been calculated that 2021/22
electricity consumption is 6.7% lower
than in the same period in 2020/21.
Energy performance –
naturalgas (MWh)
From April 2021 to March 2022 the total
natural gas consumption was 567 MWh
and it has been calculated that 2021/22
natural gas consumption is 8.6% higher
than in the same period in 2020/21.
Energy performance –
directtransport (MWh)
From April 2021 to March 2022 the total
direct transport consumption was
458MWh and it has been calculated that
2021/22 transport energy consumption is
38% higher than in the same period in
2020/21. The global pandemicin 2020/21
reduced transport consumption.
The Group has undertaken a range of
improved energy management initiatives
in the year.
There have been several energy efficiency
improvements in the India site, including:
MH lamps being replaced by LED lights at
Hall B and Hall E, CFL lights being replaced
by LED panel lamps in admin, office and
assembly halls, auto on/off control (time
based) provided to street lights and store
area to minimise the illuminating hours,
conversion of the T4 tubes into LED in all
of the machine working tables, installation
of motion sensors for work table lamps/
fans replaced by LED lights at Hall B –
continued in this year, with a plan to
installspeed regulators in exhaust fans.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
25Carclo plc Annual report and accounts 2022
The Taicang site has updated the motor
from fixed frequency to variable
frequency for the HVAC system.
Inaddition, they have upgraded heating
fans for some machines to save energy,
and have adjusted the room temperature
in the facility.
The Bruntons site has renewed and
serviced gas ceiling heaters in the factory
to reduce gas usage.
Mitcham and China have added air
savingnozzles for automation, leading
toa reduction of 16% demand from
compressors. China has converted the
HVAC system from fixed frequency to
variable for minimum 15% reduced power
consumption. The China and Brno sites
have improved their Barrel/Heater band,
reducing energy by .63 kWh. per machine
annually. The China facility has been
converted to all LED lighting.
For FY23, all sites are evaluating the
feasibility of solar panels, and energy
monitoring of equipment included with
MES. In addition, the site in China made
some changes to reduce HVAC demands
and tower/chiller systems to limit energy
in cooling water. All sites will have energy
monitoring on all equipment as Thingtrax
integration is finalised. The Head Office
has been relocated from an older stone
building to a modern office, which has
reduced square footage from, 4256 sq. ft
to, 2450 sq. ft.
Methodology and exclusions
We have reported on all the emission
sources required under the Companies
(Directors’ Report) and Limited Liability
Partnerships (Energy and Carbon Report)
Regulations 2018. These sources fall
within our consolidated financial
statements. We do not have responsibility
for any emission sources that are not
included in our consolidated statement,
other than those highlighted below.
This report is aligned with the GHG
Protocol methodology. The GHG
Protocol establishes comprehensive
global standardised frameworks to
measure and manage greenhouse gas
emissions from private and public sector
operations, value chains and mitigation
actions. The framework has been in use
since 2001, and forms a recognised
structured format, to calculate a carbon
footprint. The total electricity conversion
to CO
2
is on a location-based basis.
Energy consumption is expressed in
KWh: kilowatt hours, as this is the unit
specified by SECR legislation. Defra 2019
emissions factors have been utilised for
UK sites and appropriate country-specific
emissions factors have been utilised for
overseas operations, using published
emissions factors by the United States
Environmental Protection Agency and
the International Energy Agency.
Data has been collated from source
documentation or, where this has been
impracticable, using estimates.
Calculations of emissions for the period
have been made using third-party,
specialist software and have undergone
third-party quality assurance.

26 Carclo plc Annual report and accounts 2022
Financial improvement across the board
despite global economic headwinds.
Phil White
Chief Financial Officer
Across the board, financial
improvement despite global
economic headwinds:
•
Group revenue up 19.5% to
£128.6million (2021: £107.6 million)
•
Underlying EBITDA up 21.3% to
£13.1million (2021: £10.8 million)
•
Underlying operating profit up 26.0%
to £6.1million (2021: £4.8 million)
•
Underlying EPS up 29.2% to 3.1 pence
(2021: 2.4 pence)
•
Statutory EPS 7.9 pence (2021:
10.1pence)
•
Exceptional, non-recurring gains
£1.4million (2021: £5.7 million)
•
Pension deficit reduced 30.3% to
£26.0 million (2021: £37.3 million)
•
Net assets more than tripled to
£24.4million (2021: £7.9 million)
fromprofit and pension gains
•
Cash generated from operations of
£6.8 million (2021: £11.2 million)
•
Continued capital investment
maintained at £9.7 million (2021:
£10.4million)
Against a range of global economic
challenges in the financial year, the Group
has delivered 19.5% revenue growth to
£128.6 million (2021: £107.6 million),
andhigher underlying EBITDA growth
of21.3% to £13.1 million
(2021: £10.8 million).
Underlying operating profit of £6.1 million
(2021: £4.8 million) produced a return on
sales of 4.7% (2021: 4.5%), despite the
impact of rising cost inflation, particularly
in the second half.
Underlying EBITDA growth of 21.3% to
£13.1 million (2021: £10.8 million) included
CTP EBITDA of £15.0 million (2021:
£14.8million), Aerospace EBITDA of
£0.9million (2021: £0.8 million), while
Central underlying EBITDA costs
improved by £2.0 million to £2.8 million
(2021: £4.8 million), largely driven by the
full year benefit of the cost reductions
commenced in the prior year.
Net cash generated from operations
was£6.8 million (2021: £11.2 million).
The Group gained substantial net
exceptional and non-recurring income
forthe second successive year totalling
£3.5million (2021: £5.7 million). This
included £2.1 million grant income from
aUS government post COVID-19 loan
forgiven in the year, £0.9 million from new
pension benefit initiatives, £0.7 million in
discontinued operations from the final
exit gains of the LED technology business,
and £0.1 million costs for restructuring
and rationalisation.
As a result, statutory operating profit
remained high for a second successive
year at £8.9 million (2021: £9.3 million).
Finance costs were £3.0 million (2021:
£2.7 million), including notional pension
deficit interest charged of £0.7 million
(2021: £0.8 million), and taxation charges
stayed low at £0.8 million (2021:
£0.5million), benefiting from a deferred
tax credit of £0.7 million on resumed
recognition of taxable profitability in the
UK entities (the 2021 taxation charge
included the release of some taxation
provisions related to uncertainty).
Statutory profit after tax was £5.8 million
(2021: £7.4 million) on all operations, and
£5.1 million (2021: £6.2 million) on
continuing operations, giving a statutory
EPS on all operations of 7.9 pence (2021:
10.1 pence), and 7.0 pence on continuing
operations (2021: 8.5 pence).
Underlying profit after tax increased by
33.3% to £2.3 million (2021: £1.7 million),
giving an underlying EPS of 3.1 pence
(2021: 2.4 pence), on underlying
operating profit up 26.0% to £6.1 million
(2021: £4.8 million).
The balance sheet has substantially
strengthened as a result, with net assets
growing by £16.5 million to £24.4 million
(2021: £7.9 million). £11.3 million of the
net asset growth came from the
reduction in the pension deficit from
£37.3 million to £26.0 million, aided
particularly by committed additional
pension contributions and improved
discount rates applied to the pension
scheme liabilities.
FINANCE REVIEW

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
27Carclo plc Annual report and accounts 2022
Net debt
All available net cash has been reinvested
in targeted capital expenditure to drive
forward business growth, with tangible
additions of £9.7million (2021: £10.4
million). £6.8million of this investment
has been achieved in leasing. Net debt
including IFRS16 lease liabilities increased
in the year by £4.8 million to £32.4million
(31 March 2021: £27.6million), with the
increase driven by a combination of
significant investment in new plant and
equipment to support future growth and
an increase in inventory. Net debt
excluding leases remaining broadly
similar at £21.5 million (2021:
£20.5million).
Trading performance
Overall Group revenue (wholly from
continuing operations) increased by
19.5% to £128.6 million (2021: £107.6
million) with CTP revenue of £123.9
million, up 20.9% (2021: £102.5 million)
and Aerospace revenue of £4.7 million,
down 7.8% (2021: £5.1 million).
Underlying EBITDA from continuing
operations increased 21.3% to
£13.1million (2021: £10.8 million).
Underlying operating profit from
continuing operations increased by
£1.3million to £6.1 million (2021:
£4.8million), with the total rising to
£8.2million including the separately
disclosed income from the forgiveness
ofa US government loan provided to
support the impact of COVID-19 on
USbusinesses.
Of this, Aerospace operating profit
was£0.7 million (2021: £0.6 million).
CTPoperating profit was £10.5 million
including £2.1 million post COVID-19
grant income (2021: £9.2 million).
OtherGroup and central costs were
cutby £1.9million to £3.0 million (2021:
£4.9million). We significantly rationalised
central costs while giving divisions more
accountability.
A reconciliation of statutory to
underlying non-GAAP financial measures
is provided on page 153.
The CTP division performed strongly in
the first half of the year with demand
continuing to grow for medical and
diagnostic products. However, second
half trading was more challenging due
initially to difficulties recruiting labour in
the US and then cost escalations across
raw materials, energy, packaging, freight
and other overheads. Whilst the impact
of raw material cost increases can largely
be passed on to customers (albeit with
some time lag) the overall impact of
these increases reduced margins in
thesecond half, particularly in the
USoperations.
The Aerospace division has managed
tomaintain operating profitability at
£0.7million for the year (2021: £0.6million)
and continued to generate cash
throughout the year. Order intake
improved significantly in the second half
of the year. Margins have been maintained
despite significant cost increases in the
second half and made up for a small
reduction in turnover to £4.7 million
(2021:£5.1 million).
The Group has received its final proceeds
from the exit of its LED Technologies
business, and has simplified its structure
and focus purely on CTP and Aerospace
growth. The Group has completed this
re-focus while making net exceptional
gains for a second successive year,
mainly from the LED business exit and
pension scheme initiatives. As a result,
net exceptional gains from discontinued
business were £0.7 million
(2021:£1.2million).
Further net exceptional gains from
pension scheme initiatives were
£0.9million (2021: £6.5 million). Other net
exceptional costs primarily deal with the
restructuring and rationalisation of the
Group £0.2 million (2021: £2.0 million).
These were undertaken largely in
conjunction with mutually agreed plans
and actions between the Group, the
pension trustees and the principal bank
as established in the re-financing
agreement of August 2020.
After exceptional and separately
disclosed items, operating profits for
continuing operations were £8.9 million
(2021: £9.3 million).
Finance costs were £3.0 million
(2021:£2.7 million), comprising net bank
interest of £1.7 million (2021: £1.6 million),
pension non-cash notional finance
charges of £0.7 million (2021: £0.8 million)
and leasing and other interest charges of
£0.5 million (2021: £0.3 million).
Group underlying profit before tax from
continuing operations was £3.1 million
(2021: £2.2 million), rising to £5.2 million
including the COVID-related US loan
forgiven in the year. Group statutory
profit from continuing operations before
tax including exceptional and
non-recurring items was £5.9 million
(2021: £6.7 million).
Group taxation of £0.8 million
(2021:£0.5million) includes a deferred
tax credit of £0.7 million as the UK
businesses return to sufficient projected
profits in total to recognise a deferred tax
asset. The 2021 tax charge was lower
than the UK effective tax rate after taking
account of provisions for tax
uncertainties no longer required and
timing differences. Underlying Group tax
charges tend to be higher than the UK
effective tax rate due to the weighting
oftaxable profits generated in higher
taxjurisdictions as well as occasional
withholding tax charges charged on
some overseas dividends declared.
Profit after tax before discontinued
operations was £5.1 million
(2021:£6.2million) and Group
statutoryprofit after tax, which includes
discontinued operations, was £5.8 million
(2021: £7.4 million).
Basic underlying earnings per share from
continuing operations were 3.1 pence
(2021: 2.4 pence) which excludes
separately disclosed and exceptional
items and discontinued operations.
Statutory basic and underlying earnings
per share from continuing operations
were 7.0 pence (2021: 8.5 pence) and
including discontinued operations was
7.9 pence (2021:10.1 pence).

28 Carclo plc Annual report and accounts 2022
FINANCE REVIEW continued
Capital expenditure
In the year, the Group invested
£9.7million in property, plant and
equipment (2021: £10.4 million), with the
majority in CTP’s UK and US operations
to support growth with both existing and
new customers, largely from the medical
sector. This represents 142.2% of the
Group depreciation charge of £6.8 million
for the year for property, plant and
equipment (2021: 179.7% on
£5.8millioncharge).
Bank facilities
At 31 March 2022, total UK bank facilities
were £33.8 million, of which £3.5 million
related to a revolving credit facility and
£30.3 million in term loan facilities, which
include £1.4 million scheduled for
repayment by September 2022.
The Group, the bank and the pension
scheme trustees are actively engaged in
negotiations over the refinancing of the
bank debt beyond the current expiry date
of 31 July 2023 and over the updated
schedule of contributions. The parties
are committed to a plan to finalise these
by 31 July 2022 and the Directors have an
expectation that this will be achieved.
Defined benefit pension scheme
actuarial valuation
The last triennial actuarial valuation of
the Group pension scheme was carried
out as at 31 March 2018, reporting an
actuarial technical provisions deficit of
£90.4 million. The next triennial
actuarialvaluation results as at
31March2021 are not expected to be
finalised until the end of July 2022. The
actuary released a draft 2021 valuation
report on 23November2021 based on
early assumptions, which recorded an
actuarial deficit of £82.8million (2021:
£90.4million from the 2018 triennial
valuation) representing a 67% funding
level.
By way of comparison, the statutory
accounting method of valuing the Group
pension scheme deficit under IAS 19
resulted in a reduction in the net liability
to £26.0 million (2021: £37.3 million).
Treasury
The Group faces currency exposure
onits overseas subsidiaries and on
itsforeign currency transactions.
Each business hedges significant
transactional exposure using forward
foreign exchange contracts for any
exposure over £20,000. The Group
reports trading results of overseas
subsidiaries based on average rates of
exchange compared with sterling over
the year. This income statement
translation exposure is not hedged as
this is an accounting rather than cash
exposure and as a result the income
statement is exposed to movements in
the US dollar, euro, Czech koruna and
Indian rupee. In terms of sensitivity,
based on the 2021/22 results, a 10%
increase in the value of sterling against
these currencies would have decreased
reported profit before tax by £0.8 million
(2021: £0.7 million).
Dividend
Given the financial performance and
position of the Group, coupled with
restrictions on the payment of dividends
contained within the refinancing
agreement and the lack of distributable
reserves, the Board is not recommending
the payment of a dividend for 2021/22
(2021: £nil). The Board intends to
recommence dividend payments only
when it becomes confident that a
sustainable and regular dividend can be
re-introduced. Under the terms of the
restructuring agreement, the Group is
not permitted to make a dividend
payment to shareholders up to the
period ending in July 2023.
Alternative performance
measures
In the analysis of the Group’s financial
performance, position, operating results
and cash flows, alternative performance
measures are presented to provide
readers with additional information.
Theprincipal measures presented
areunderlying measures of earnings
including underlying operating profit,
underlying profit before tax, underlying
profit after tax, underlying EBITDA and
underlying earnings per share.
This results statement includes both
statutory and adjusted non-GAAP
financial measures, the latter of which
the Directors believe better reflect the
underlying performance of the business
and provides a more meaningful
comparison of how the business is
managed and measured on a day-to-day
basis. The Group’s alternative
performance measures and KPIs are
aligned to the Group’s strategy and
together are used to measure the
performance of the business and form
the basis of the performance measures
for remuneration. Underlying results
exclude certain items because, if
included, these items could distort the
understanding of the performance for
the year and the comparability between
the periods. A reconciliation of the
Group’s non-GAAP financial measures
isshown on page 153.
We provide comparatives alongside
allcurrent year figures. The term
“underlying” is not defined under IFRS
and may not be comparable with
similarly titled measures used by
othercompanies.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
29Carclo plc Annual report and accounts 2022
All profit and earnings per share figures relate to underlying business performance (as defined above) unless otherwise stated.
Areconciliation of underlying measures to statutory measures for 2021/22 is provided below:
COVID-
Exceptional Before related
£000 Statutory items exceptional US grant Underlying
CTP operating profit 10,480 — 10,480 2,087 8,393
Aerospace operating profit 677 — 677 — 677
Central costs (2,253) 721 (2,974) — (2,974)
Group operating profit from continuing operations 8,904 721 8,183 2,087 6,096
Net finance expense (2,989) — (2,989) — (2,989)
Group profit before taxation from continuing operations 5,915 721 5,194 2,087 3,107
Taxation expense (809) — (809) — (809)
Group profit for the period from continuing operations 5,106 721 4,385 2,087 2,298
Profit on discontinued operations, net of tax 693 693 — — —
Group profit for the period 5,799 1,414 4,385 2,087 2,298
Basic earnings per share (pence) 7.9p 1.9p 6.0p 2.8p 3.1p
The exceptional items comprise:
Continuing Discontinued
£000 operations operations Group
Restructuring and rationalisation costs (133) — (133)
Gain in respect of retirement benefits 854 — 854
Profit on sale of LED Technologies business — 693 693
Total exceptional items 721 693 1,414
Post balance sheet events andgoing concern
Post balance sheet events
On 29 April 2022, subsequent to the balance sheet date, the Group entered into a sale and leaseback agreement for a Technical
Plastics manufacturing site at Tucson, Arizona, USA. The transaction is expected to complete in July 2022 for a purchase price of
$2.95 million less costs of $0.2 million. A lease term of nine years has been agreed and grants the Group the right to cancel any
time after three years, provided twelve months’ notice is given. At 31 March 2022 there is no reasonable certainty that the Group
will exercise the break clause. The Group expects to recognise a profit on disposal in respect of the site of £0.6 million in the year
ending 31March 2023.
Going concern
The financial statements are prepared on the going concern basis.
Group performance during the year has enabled capital and working capital investment to be made whilst retaining a stable
financial position with net debt excluding lease liabilities as of 31 March 2022 increasing to £21.5 million (2021: £20.5 million).
The debt facilities available to the Group comprise a term loan of £30.3 million, of which £1.4 million will be amortised by 30
September 2022 and a £3.5 million revolving credit facility which was fully utilised as of 31 March 2022. Both of these facilities
mature on 31 July 2023.
A schedule of contributions with the pension trustees is in place through to July 2023; beyond this a schedule of contributions for
£3.5 million annually is in place until 31 October 2040. This schedule is reviewed and reconsidered between the Company and the
trustees at each triennial actuarial valuation, the next being after the results of the 31 March 2021 triennial valuation are known.
This valuation, and accordingly an updated schedule of contributions which has been provisionally agreed, is expected to be
concluded by 31 July 2022. For the purposes of this going concern review the extant schedule of contributions has been
considered in the base case.

30 Carclo plc Annual report and accounts 2022
FINANCE REVIEW continued
Post balance sheet events
andgoing concern continued
Going concerncontinued
An intercreditor deed between Carclo
plc, certain other Group companies, the
bank and the pension scheme trustees
requires the Group to have refinanced its
bank debt with a maturity date not earlier
than 31 March 2026 and to have agreed
an updated schedule of contributions for
the actuarial valuation of the scheme as
at 31 March 2021 by 31 July 2022 (this
date having been recently extended by
one month).
The Group, the bank and the pension
scheme trustees are actively engaged in
negotiations over the refinancing of the
bank debt beyond the current expiry date
of 31 July 2023 and over the updated
schedule of contributions. The parties
are committed to a plan to finalise these
by 31 July 2022 and the Directors have an
expectation that this will be achieved.
As such the Directors’ going concern
assessment period is twelve months
from the date of signing these financial
statements.
The bank facilities are subject to four
covenants to be tested on a quarterly
basis:
1. underlying interest cover;
2. net debt to underlying EBITDA;
3. core subsidiary underlying EBITA; and
4. core subsidiary revenue.
Core subsidiaries are defined as Carclo
Technical Plastics Limited; Bruntons Aero
Products Limited; Carclo Technical
Plastics (Brno) s.r.o; CTP Carrera Inc and
Jacottet Industrie SAS, with CTP Taicang
Co. Ltd and Carclo Technical Plastics Pvt
Co Limited being treated as non-core for
the purposes of these covenants.
It is assumed that the bank covenants
and thresholds set out in the current
banking agreement are in place
throughout the going concern
assessment period and are not amended
as a result of the ongoing refinancing.
Based on our current base case
forecasts, these covenant tests are
expected to be met throughout the
assessment period.
In addition, the pension scheme has the
benefit of a fifth covenant to be tested on
1 May each year up to and including 2023.
In respect to the years to 31 March 2022
and 31 March 2023 the test requires any
shortfall of pension deficit recovery
contributions when measured against
Pension Protection Fund priority drift
(which is a measure of the increase in the
UK Pension Protection Fund’s potential
exposure to the Group’s pension scheme
liabilities) to be met by a combination of
cash payments to the scheme, plus a
notional (non-cash) proportion of the
increase in the underlying value of the
Technical Plastics and Aerospace
businesses based on an EBITDA multiple
for those businesses which is to be
determined annually.
The Directors have reviewed cash flow
and covenant forecasts to cover the
twelve-month period from the date of
signing these financial statements taking
into account the Group’s available debt
facilities and the terms of the current
arrangements with the bank and the
pension scheme. These demonstrate
that the Group has sufficient headroom
in terms of liquidity and covenant testing
through the forecast period.
In addition, the Directors have reviewed
cash flow and covenant forecasts for the
same time period based on
management’s best estimates of the
impact of the ongoing negotiations on
facilities and pension contributions which
includes currently uncommitted bank
loan repayments and provisionally
agreed additional pension deficit
recovery contributions contingent on
future performance. These demonstrate
that the Group has sufficient headroom
in terms of liquidity and covenant testing
through the forecast period.
The Directors have reviewed sensitivity
testing based on a number of reasonably
possible scenarios, taking into account
the current view of impacts of the
continuing COVID-19 pandemic on the
Group (particularly from supply chain
disruption and any unmitigated cost
inflation across all types of operational
expenditure) and possible political
uncertainty, including the impact of
theRussian invasion of Ukraine and
heightened risk of wider conflict,
Brexitand other possible overseas
trading issues.
Severe downside sensitivity testing
hasbeen performed under a range of
scenarios modelling the financial effects
of loss of business from: discrete sites,
an overall fall in gross margin of 1%
across the Group, a fall in Group sales
of5% matched by a corresponding fall in
cost of sales of the same amount, delays
in the timing of commencement of
significant contractual projects,
reduction in revenue from specific
customers, minimum wage increases,
unmitigated inflationary impact across
operating costs and exchange risk. These
sensitivities attempt to incorporate the
risks arising from national and regional
impacts of the global pandemic from
local lockdowns, impacts on
manufacturing and supply chain and
other potential increases to direct and
indirect costs. The Directors consider
that the Group has the capacity to take
mitigating actions to ensure that the
Group remains financially viable,
including further reducing operating
expenditure as necessary.
On the basis of this forecast and
sensitivity testing, the Board has
determined that it is reasonable to
assume that the Group will continue to
operate within the facilities available to
itand to adhere to the covenant tests
towhich it is subject throughout the
twelve-month period from the date of
signing the financial statements and as
such it has adopted the going concern
assumption in preparing the financial
statements.
Phil White
Chief Financial Officer
29 June 2022

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
31Carclo plc Annual report and accounts 2022
PRINCIPAL RISKS
ANDUNCERTAINTIES
Carclo defines risk as uncertainty, whether positive or negative, that will affect the outcome of an activity or intervention.
The Group operates a risk management framework to direct and control the organisation with regard to risk.
Carclo’s appetite for risk is categorised across the Strategic, Operational, Financial and Compliance risk categories of the business
and is set out below. This operates as a guide to management for appetite levels in approaching risk to help set priorities and levels
of focus.
Risk category Risk appetite
Description
Strategic
Moderate
The Group is prepared to take moderate risks to realise its ambitions. In doing
so, we aim to strike a balance between our socio-economic role (low risk
acceptance) and our commercial targets (higher risk acceptance).
Operational
Very low
The Group focuses primarily on ensuring the continuity and shareholder
contribution of business activities, regardless of circumstances. We aim to
reduce the risks that threaten this continuity as much as possible. Our risk
acceptance in this regard is therefore very low. In the area of safety and
security, we do all we can to avoid risks that could put our customers, internal
and external employees or visitors in danger.
Financial
Low
We aim to maintain a solid financial position in order to provide stability and
value added to our stakeholders including shareholders, bank, pension scheme
trustees, suppliers, customers and all stakeholders connected to the Carclo
chain. The Group is not prepared to take risks that could jeopardise its credit
ratings or harm its key financial relationships.
Compliance Zero
The Group strives to comply with all applicable laws and regulations, with a
particular focus on safety and security, environmental, competition, tendering
and privacy/information security laws.
The Board is responsible for creating
theframework for the Group’s risk
management to operate effectively and
for ensuring risk management activities
are embedded in Carclo processes.
TheBoard is also responsible for
ensuring that appropriate and
proportionate resources are allocated
torisk management activities. The Board
undertakes risk management to improve
understanding of the actual and potential
risks to our business as well as its
resilience, performance, sustainability
and success, to enable it to assess and
respond to new opportunities as they
arise and to provide fair and balanced
information to shareholders and
potential shareholders. The Board is also
responsible for ensuring that appropriate
and proportionate resources are
allocated to risk management activities.
The Board has carried out an assessment
of the principal risks facing Carclo plc,
including those that would threaten its
business model, future performance,
solvency or liquidity. This report details
these risks and explains how they are
being managed or mitigated.
When assessing risk, the Board
considersboth external (arising from the
environment in which we operate) and
internal factors (arising from the nature
of our business and its internal controls
and processes).
Management is accountable to the Board
for monitoring the system of internal
control and for providing assurance to
the Board that it has done so.
An essential part of the risk management
framework is for management to monitor
the framework’s operation in order to
provide assurance throughout the
management organisation and to those
responsible for governance that it is
operating effectively.
Management are further developing
processes for ensuring that the risk
management stages such as event
identification, risk assessment,
selectionof responses and risk
reportingare working.
This includes, since risks change over
time, managers giving attention to
ensuring that risk registers are being
updated for new or changing risks and
that internal controls are being adapted
and developed where necessary.
Local management takes ownership of
the specific risks relevant to their sphere
of operations with the likely causes and
effects recorded within the risk register
held at site level, with corporate risks
being identified within the Head Office
Executive team. The risks are scored
based on likelihood and severity to
enable the significant risks to be readily
identified and the appropriateness of
mitigations considered. The risk
registersare reviewed, challenged and
debated to keep them up to date and
relevant to our strategy. Risks are
escalated as appropriate.

32 Carclo plc Annual report and accounts 2022
During the year all the key risks
identifiedby the sites were evaluated
andaggregated, with the highest
scoringrisks reviewed in detail at the
Group Executive Committee meetings.
ThisCommittee then proposed the risks
that it considered key to the running of
the business for evaluation at the
Boardmeeting.
The Board carried out a review of
effectiveness which concluded that the
risk management process that had been
in place during the year was operating as
documented.
A standing risk schedule is now included
in the Board meeting papers which
details the key risks currently identified
alongside their mitigations and status of
actions. This also includes emerging risks
as identified at Group Executive
Committee and Board meetings and
instances of incurred losses against
identified risks to enable assessment of
the appropriateness of the mitigations.
Group Executive Committee meetings
now regularly select a Group risk register
item for particular focus according to
priority or rotation.
The efficiency and effectiveness of
existing internal controls will continually
be challenged to improve the risk
management framework.
The responsibilities of the Audit and Risk
Committee are explained on pages 50 to
53. These responsibilities include the
reviewing of the Group’s risk
management systems. These are
primarily designed to mitigate risk down
to an acceptable level, rather than
completely eliminate the risk, and the
review can provide only reasonable and
not absolute assurance of effective
operation, compliance with laws and
regulations and against material
misstatement or loss.
The Group’s management is responsible
for the identification, assessment,
management and monitoring of risk and
for developing, operating and monitoring
the system of internal control. The Audit
and Risk Committee receives reports
from management on the effectiveness
of those systems it has established.
Listed on the following pages are the
most significant risks that may affect the
Group, although there are other risks
thatmay occur and impact the Group’s
performance.
Risks
Mitigation
Change
1.
Supply chain disruption and political
uncertainty, including Brexit leading
to increasing input costs
Political uncertainty such as the Russian
invasion of Ukraine and heightened risk of
wider conflict, Brexit in the UK and other
overseas trade issues such as US and Chinese
trade tariffs can naturally affect decisions by
our customers to invest and therefore impact
on our trading in those locations.
These political risks are exacerbated by the
COVID-19 pandemic and impact on global
industries with diverse supply chain
dependencies such as the Group’s. Supply
chain costs, delays, shortage of labour and
materials resource are now having a significant
impact on costs, profitability and customer
service for Carclo alongside many industries.
The risk resulting from Brexit has largely been
superseded by challenges with both national
and international supply chains and cost
increases across labour, materials, energy
and transport.
Process:
The Group Executive Committee (“GEC”) and local management
monitor and review relevant post-COVID-19 supply chainrisks and
political and trade developments regularly, using input from advisors
as appropriate, and establish action plans and strategies accordingly,
while engaging with trade associations and government links.
Increasing risk level:
Supply chain difficulties and increased costs escalated in late 2021 and
early 2022, with continued headwinds forecast into the new financial
year. Carclo continues to work tactically and specifically with priority
areas of the supply chain and customer delivery to minimise supply
disruption, netcost impact, and customer shortfalls in delivery. Brexit
impact is no longer the driving risk here, but post-COVID-19 materials
and labour shortages, subsequent higher cost, and greater delays in
order fulfilment.
Offsetting opportunities:
Management is putting an increased focus on operational
effectiveness and efficiency to mitigate the effects of these
challenges. In addition, in early 2022 management undertook a review
of its input costs and gross margins and has implemented a series of
price increases in order to mitigate increased input cost.
PRINCIPAL RISKS
ANDUNCERTAINTIES
continued

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
33Carclo plc Annual report and accounts 2022
Risks
Mitigation
Change
2.
COVID-19
The COVID-19 pandemic has been an
unexpected shock to the global economy
andeconomic activity has been suppressed
globally. As the pandemic has progressed
governments’ policies have emerged,
however we continue to see differing
approaches being taken by different
governments in response to virus
mutations,outbreaks and waves.
Theseissues have added complexity in
globalised supply chains.
There is a risk to customer demand, supplier
capability and our own capability to deliver,
meaning the Group needs to adapt to
continually changing circumstances.
Notwithstanding strong demand in the
medical sector, changing working practices
and shutdowns have an impact on
operational efficiency which inevitably
affects profitability. The Group’s Aerospace
division has witnessed a significant reduction
in customers’ aircraft newbuild programmes
and with much of the global civil aircraft fleet
having been grounded since March 2020,
demand for both newbuild and spares has
been negatively affected. There does seem
to be some signs of optimism in early 2022
asorders are outpacing sales, albeit from
lowlevels.
The Technical Plastics division was affected
with some early plant closures. Whilst
closures appear to have diminished there
remains the risk of further waves of infections
globally. While the likelihood of disruption to
the business appears to have reduced, the
potential impact of further mutations in the
virus and significantly disruptive waves
remains. The Group continues to be vigilant
and is conscious of COVID-19 protection
requirements and employee welfare.
Modifying working procedures:
The Group has continued to actively monitor the COVID-19 outbreak in
line with local and national authorities, public health bodies and WHO
guidelines and will continue to modify procedures and working
practices accordingly.
Accessing government support:
Government support programmes have been accessed where
available, including the furlough scheme and HMRC payment deferrals
in the UK, the Paycheck Protection Program in the US and some tax
relief in China. Action has also been taken to reduce costs where
possible in both divisional and central areas. As a result, despite
theoperational and financial setbacks experienced from COVID-19
disruption, the Group has managed to achieve and exceed its financial
targets set for the year.
Creating bank headroom:
The refinancing agreed with the Group’s principal bank in August 2020
provided an additional £3 million headroom to support the Group to
manage through the near-term uncertainty presented by the
COVID-19 pandemic, and the Group was well protected with cash
headroom and Group cash balances of over £12 million at
31March2022.
Management monitoring:
The Group has weekly meetings where key issues are raised. COVID-19
remains a recurring agenda item in the monthly Group Executive
Committee meetings. Executive Directors talk with the divisional
managing directors frequently to ensure issues are picked up quickly.
Health and safety balancing:
Operational changes are being made continuouslyacross all sites to
minimise health and safety risk whilst maintaining production
capability.
Offsetting opportunities:
Commercial opportunities within the medical testing sector are also
being pursued. Cost-saving initiatives are pursued to mitigate areas
ofongoing suppressed demand.
New business:
The Group has successfully won COVID and non-COVID testing work
in CTP USA and CTP UK.
Disruption mitigation:
On the whole, our sites have continued to manufacture throughout
the pandemic with modest closures seen. Instances of COVID-19
within the workforce have been low and spread out sufficiently to
notbe a major disruption.
The Group remains focused on ensuring operational continuity
wherever it can; however, it remains very difficult to predict how the
ongoing pandemic will affect performance until the impact of new
variants and waves of infection is sustainably reduced longer-term.
Whilst the disruption of the most recent variant of note, Omicron,
appears to have been less severe than its predecessors, the global
population is not fully vaccinated and subsequent variants could be
more deadly.
Stakeholder support:
The bank and pension scheme remain supportive. No payment
holidays have been needed or put into place thus far.

34 Carclo plc Annual report and accounts 2022
Risks
Mitigation
Change
3.
IT security breach, systems failures
Hacking and ongoing data security risk is
aconcern for businesses everywhere.
Forlisted companies like Carclo the risk
increases. Since the 2020 COVID-19 outbreak
there has also been a substantial rise in
cyber-criminal activity such as ransomware
and trojan deployment and an increase in
sophistication and frequency of attacks has
been seen. Stakeholders and insurers are
increasing the thresholds required of cyber
security greatly, and increased turbulence
inthe global economy and stability has
further heightened risk of unwanted
systemsbreaches.
Our IT systems process immense data
volumes each day. These systems contain
confidential information about our
customers, employees and shareholders.
Abreakdown or system failure may lead to
major disruption for the businesses within the
Group, especially if network access is lost.
Breaches of IT security may result in
unauthorised access to or loss of confidential
information, breaches of government data
protection legislation, loss or stoppage of
business, reputational damage, litigation and
regulatory investigation or penalties.
Systems failure impact can have significant
operational and financial ramifications if
connection is unable to be restored quickly.
Security frameworks:
Carclo uses a security password protected firewall to help minimise
the risk of fraudsters hacking into the system, and has a number of
security solutions to monitor and protect its users and maintains its
systems with up-to-date versions of all its major applications.
A series of new cyber controls are planned in the forthcoming year
andbeyond, including the introduction of multi-factor authentication
across all Group sites.
Multi-level security and review:
IT management undertakes regular risk reviews to keep data secure
and construct a layered environment that provides a countermeasure
to the varying forms of cyber-attacks. Multiple security applications,
layers of back-up, limiting access to core systems and restructuring IT
in-house skill to proactively respond to emerging cyber threats are
some of the countermeasures activated. Specific cyber risk reviews
have been recently carried out by an external consultant to create an
independent framework of focus and action plans on priority
improvement areas for cyber security.
Accelerating cloud-based systems and security migration:
As part of the Group’s new IT strategy the Group is accelerating
migration tocloud-based systems and security for underpinning
protection ofGroup systems as well as cost-efficiency and
effectiveness.
Reducing Disaster Recovery lead times:
The business has a defined Disaster Recovery process. Previous
targets for full recovery in five days are now being superseded by
newsolution plans to roll out 24-hour data recovery and return to
operations. The Disaster Recovery solution is formally tested each
year and also undergoes several ad hoc restore cycles during each
year to ensure readiness.
PRINCIPAL RISKS
ANDUNCERTAINTIES
continued

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
35Carclo plc Annual report and accounts 2022
Risks
Mitigation
Change
4.
Treasury risk (funding, liquidity,
foreignexchange (“FX”), and banking
andpension covenants)
On 14August 2020, the Group concluded a
refinancing agreement with the Group’s
lending bank and its pension trustees which
provides lending facilities through to July
2023. The agreement includes a number of
financial covenants which are normal for
facilities of this type.
Carclo plc can draw down on a £3.5 million UK
revolving credit facility committed by
theGroup’s principal bank until 31 July 2023
and UK liquidity has to be managed through
this facility. At 31 March 2022 the facility is
fully drawn.
There are covenants over interest cover, net
leverage, core subsidiary revenue and core
subsidiary EBITA in respect of the agreed
£38million committed debt facility. These
are tested quarterly. The covenant tests are
expected to be met based on management’s
current forecast.
A fifth covenant is in favour of the Carclo
Group Pension Scheme in respect of the
Group’s defined benefit pension liabilities
tocurrent and former employees.
Breach of any of these covenants could lead
to these creditors calling in their debts,
leaving the plc insolvent.
In terms of foreign exchange (“FX”) risk,
Carclo plc has GBP denominated debt for the
pension scheme, and dollar and euro
denominated bank debt. There is a risk that
income is generated in foreign currencies
that are not an exact match with the
denomination of the bank debt which could
impact the Group’s ability to service that
debt.
Strengthening of GBP against the
subsidiaries’ functional currencies creates a
risk to P&L forecasts.
Potential interest rates increases could also
increase debt servicing costs by
approximately £0.1 million for each 0.25%
interest rate increase.
Weekly cash planning and monitoring:
Group management monitors liquidity across all regions through a
rolling 13-week cash forecast and over the medium term through
annual three-year forecasting, while maintaining a regular dialogue
with the principal banker.
Covenants results and projections:
Bank and pension covenants have been met continuously since
establishing the initial £38 million bank debt facilities in August 2020.
At 31 March 2022, the facility available is £33.9 million, comprising a
£30.4 million term loan facility and a £3.5 million revolving credit
facility. Group cash headroom at 31 March 2022 against bank facilities
was high at over £12 million and net debt excluding lease liabilities
was£21.5 million.
Current forecasts for the financial year to March 2023 indicated
covenants will be met.
Monthly/quarterly compliance monitoring:
Covenant compliance is reported monthly to the bank and pension
scheme trustees in tripartite reports and is reviewed alongside Group
performance regularly in tripartite quarterly management meetings
with the Executive Chair and CFO.
FX – Monthly projection monitoring:
Annual financial forecasts are monitored for exchange risk on a
monthly basis.
Divisional FX hedging accountability:
FX risk is managed at subsidiary level through natural hedges or
forward contracts where necessary and the FX commitment timing
and quantum is known and material. Subsidiary-level risk management
has been effective to date with relatively minor exchange gains and
losses recognised at subsidiary level.
Group FX hedging policies are in place:
These are set out in the Group finance manual to help mitigate FX
exposure in central treasury with reference to latest currency cash
flow and financial forecasts. Budgeted projections allow for expected
interest rate inflation.
Multi-currency bank loan debt hedging in place:
USD13.3 million and EUR4.9 million of debt is held in currency,
providing a hedge over parts of the Group’s net investment in foreign
operations.
Individual material FX cash flow hedging is applied
where significant FX exposure may arise, such as from large capital or
project spend or sale contracts, or where significant cash repatriations
are assessed against net FX cash current and forecast positions to
determine whether hedging is appropriate.
The main mitigation to inflationary impact is to manage working
capital and capital expenditure effectively and accordingly within the
regular rolling weekly and monthly treasury and covenant forecasts
undertaken.

36 Carclo plc Annual report and accounts 2022
PRINCIPAL RISKS
ANDUNCERTAINTIES
continued
Risks
Mitigation
Change
5.
Repatriation of cash to
holdingcompany
The majority of the Group’s earnings are
nowgenerated overseas, with the plc itself
non-trading and therefore requiring regular
funding as a cost centre entity with
committed bank and pension debt
repayments. If there was insufficient ability
for overseas subsidiaries to repatriate cash
tothe plc then it could create a liquidity
shortfall.
Monitoring:
The Group generally aims to generate sufficient cash to cover holding
company shortfalls, although there may be timing shortfalls to
forecast, monitor and resolve with funding where needed.
The Group monitors liquidity Group-wide by country through a rolling
13-week cash forecast and over the medium term through annual
three-year forecasting.
Inter-company charge processes in place:
Cash is regularly remitted to the UK from subsidiaries from trading
income, royalties and management service recharges, such as IT,
Group finance and management, dividends and intra-group loans.
Subsidiaries regularly forecast their available cash to remit over the
short and medium time horizons, allowing UK liquidity to be planned
and managed.
Support from professional tax and treasury advisors
provides appropriate technical and legal guidance on inter-company
trading, charges and managing the appropriate and effective payment
and receipt of inter-company cash.
6.
Pensions
Carclo’s UK defined benefit pension scheme,
having long since closed to new entrants, is
mature and large compared with the size of
Carclo. The scheme is backed by substantial
assets amounting to £155.8 million at
31March 2022 (2021: £167.4 million), with an
IAS 19 accounting deficit at 31 March 2022 of
£26.0 million (2021: £37.3 million).
The triennial actuarial pension valuation
deficit of £90.4million as at 31 March 2018
was agreed as part of the refinancing
arrangement concluded on 14 August 2020 in
which the Group agreed to a pension deficit
recovery plan comprising contributions of
£2.8 million in the year to 31 March 2021, £3.9
million in the year to 31 March 2022 and £3.8
million in the year to 31 March 2023. The
Group is in discussion with the pension fund
trustees to finalise the triennial valuation as
at 31 March 2021 including the resultant
contribution levels for that valuation.
Whilst the interests of the Group and the
pension fund trustees are aligned in agreeing
an affordable schedule of deficit repair
contributions, there is always some element
of risk that this will not be achieved.
Therefore, there remains a risk that the
Pensions Regulator may impose conditions
on the Group that the Directors deem to be
unaffordable.
The Group expects it will be able to make
thepayments set out in the schedule of
contributions.
The PPF levy is a tax on the scheme’s net
liability driven by the Group’s credit risk.
During COVID-19, UK government policy has
introduced a lower cap which has kept the
levy at £0.6 million, but if the cap is lifted
there is a risk of the levy rising to around £1
million. This cost would be recognised in the
Group income statement and whilst it would
be settled out of scheme assets, thus
protecting the Group’s cash, it diminishes the
deficit reduction effect of the Company’s
contributions.
Trustee liaison:
The Group fully and regularly engages with the scheme Chair of
theTrustees, who is responsible for the development of a strategy
toproactively manage assets, liabilities and administrative costs of
thescheme.
Trustee regular monitoring:
Regular review of the pension scheme and Company position is
conducted currently in the form of tripartite meetings between the
bank, trustees and Company.
Deficit reduction initiatives:
The Group works with the trustees on deficit reduction initiatives.
TheGroup offers eligible pensioners the option to switch from a
pension with indexed-linked pension increases to a higher fixed
pension with no future increases. The Company has also introduced
aBridging Pension Option which reduced the accounting (IAS 19)
calculation of the scheme deficit and may also reduce the scheme
liabilities on the trustees’ technical provisions basis.
PPF levy management:
The Group continues to liaise with advisors and the scheme’s Chair in
respect of PPF levy management and other opportunities which can
help benefit members and scheme liabilities.
Enterprise value growth:
Group management, with the support of the bank and scheme, is
focused primarily on growing Group enterprise value to reduce the
deficit relative to the size of the Group. The Group has presented its
budget and long-term plans to the scheme and the bank at their
request in the form of a Value Creation Plan.
Investment strategy:
The Company has participated in Trustee Board changes made to the
scheme’s investment management and strategy which was updated
during the year to 31 March 2022. This resulted in adopting a slightly
higher risk, higher return strategy which was considered to be more
likely to enable asset growth to help reduce the scheme’s deficit.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
37Carclo plc Annual report and accounts 2022
Risks
Mitigation
Change
7.
Reliance on major customers
andcredit risk
A substantial part of the Group’s revenue is
concentrated in a relatively small number of
large customers. Any underperformance
could lead to the loss of existing or future
business. Further, other competitive factors
or changes in customer behaviour could lead
to a significant loss of revenue. Pressures
from price increases required to offset the
post-COVID-19 input cost inflation impact
across the business and international
economies could trigger opposition from
customers and destabilise the relationship.
The largest concentration of customer risk is
at the India plant with predominantly one
large global customer.
Credit risk is expected to increase generally
as a result of the pandemic.
We have a major end customer of the
Aerospace business, who along with the rest
of the sector has experienced a turndown in
the aerospace market due to the COVID-19
pandemic. This has led to reduced flight
demand and has suppressed aircraft build
rates and in turn demand for our products.
Orders are however now recovering as air
travel increases and aircraft build rates are
reverting to more normal levels.
Management is putting an increased focus on operational excellence
to ensure that the Group retains its key customers through class
leading cost, quality and delivery. The Group has long-standing
positive relationships with its key customers and the high levels of
investment the Group has made in both production equipment and
process know-how help to ensure the longevity of those relationships.
Diversification of business is being sought longer term where
concentration levels are most high, such as India. This will take time
todevelop.
Credit risk has been reduced significantly by gaining credit insurance
cover in the financial year for the whole Group, including notably India
and China, where previously credit insurance cover was absent or
limited.
Our policy has been to focus on major customers who are blue-chip
multi-nationals operating in the medical, electronics and aerospace
markets, providing a degree of credit protection from strength, size
and reputation.
The change to the level of bad debts experienced in the year under
review, and the prior year, were negligible.

38 Carclo plc Annual report and accounts 2022
PRINCIPAL RISKS
ANDUNCERTAINTIES
continued
Risks
Mitigation
Change
8.
Operational execution risk and
management bandwidth/dependence
on key individuals
The new financial year requires additional
execution focus on new major contracts, plus
increasing attention to effective capacity
utilisation as the Technical Plastics business
expands.
The division has won new multiple major
tooling and supply contracts and is looking to
expand further. If these are not well executed
they will absorb management time, impact
customer relationships and hinder forecast
earnings growth and cash generation.
Scarcity of labour globally, but in particular in
the US, may impact the Group’s ability to
execute both projects and production.
The management of the Group has been
stretched following the restructuring, and
after streamlining and refocusing of the
Group over the last two years. There are
some key members of management with
significant experience of the business and
upon whom the Group particularly relies.
There is a continuity risk in the case that any
of these individuals are no longer present.
Regular risk reviews:
The Group has developed an enhanced focus on site-level risk
management. Frequent management reviews between risk owner
andreporting managers are conducted.
Succession planning:
The Group has commenced the roll-out of formal succession planning
across all management to identify and mitigate the highest risks for
cover and succession and implement plans to reduce the risk of
significant business impact from key dependent loss.
Operational excellence:
The Group is putting an increased focus on operational excellence to
ensure that the operational execution risk is minimised. This involves
investment in both people and systems to ensure that the business
meets both the needs of its customers and also maximises the
efficient usage of its assets.
KPI reporting and regular local and Group management monitoring:
Performance execution is managed via enhanced focus on
management of risks at a local level, regular and frequent
management reviews between risk owner and reporting managers
and the use of operational KPIs reporting and monitoring.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
39Carclo plc Annual report and accounts 2022
VIABILITY STATEMENT
The Board has assessed the viability of
the Group over a three-year period to
31March 2025 taking account of the
Group’s current position and the
potential impact of the principal
risksasdocumented above.
A robust assessment of the principal
risks facing the business was conducted,
including those that would threaten its
business model, future performance,
solvency or liquidity, along with a
detailed review of the budget for the year
ending 31 March 2023 and the forecasts
for the years ending 31 March 2024 and
31 March 2025.
Three years is considered to be
anappropriate period over which a
reasonable expectation of the Group’s
longer-term viability can be evaluated
and is aligned with our planning horizon
at both Group and divisional level.
On 14 August 2020 Carclo plc concluded
a restructuring with the Company’s main
creditors being its bank, HSBC, and the
pension scheme to secure the continued
support of those parties through to July
2023. Built into the agreements are the
commitments that by 31 July 2022 (this
date having been recently extended by
one month), Carclo will have agreed
a)arefinancing of its Lender Facilities
toextend to 31 March 2026, and b) a
Schedule of Contributions with the
trustees reflecting funding requirements
in connection with the actuarial valuation
of the scheme as at 31 March 2021.
Key to the Group’s viability, in addition to
securing continuity of lending facilities, is
that the pension scheme continues to
support the Group. The Group is working
closely with the pension scheme trustees
to ensure that this continues to be the
case, and the current level of pension
contributions required is set through to
July 2023. The 31 March 2021 triennial
valuation, and accordingly an updated
schedule of contributions which has
been provisionally agreed, is expected
tobe concluded by 31 July 2022.
The Group, the bank and the pension
scheme trustees are actively engaged in
negotiations over the refinancing of the
bank debt beyond the current expiry date
of 31 July 2023 and over the updated
schedule of contributions. The parties
are committed to a plan to finalise these
by 31 July 2022 and the Directors have an
expectation that this will be achieved.
The debt facilities available to the Group
comprise a term loan of £30.3 million,
ofwhich £1.4 million will be amortised
by30September 2022 and a £3.5 million
revolving credit facility which was fully
utilised as of 31 March 2022. Both of
these facilities mature on 31 July 2023.
The tripartite agreement with
lendersand the pension scheme
of14August2020 also sets out the
schedule of defined benefit pension
scheme deficit repair contributions
comprising contributions of £3.8 million
in the year ending 31 March 2023.
TheDirectors have assessed that all
contributions andbank repayments are
affordable throughout the three-year
period and arereflected in the covenant
projections. Further they have assessed
that management’s best estimates of the
impact of the ongoing negotiations on
facilities and pension contributions,
which includes currently uncommitted
bank loan repayments and provisionally
agreed additional pension deficit
recovery contributions contingent on
future performance, are affordable
throughout the three-year period.
The bank facilities are subject to four
covenants to be tested on a quarterly
basis: underlying interest cover; net debt
to underlying EBITDA; core subsidiary
underlying EBITA; and core subsidiary
revenue. Based on our current base
caseforecasts, these covenant tests
areexpected to be met for all periods.
In addition, the pension scheme has the
benefit of a fifth covenant to be tested on
1 May each year up to and including 2023,
the terms of which are expected to be
complied with under the current
management projections. In respect
tothe years to 31 March 2022 and
31March2023 the test requires any
shortfall of pension deficit recovery
contributions when measured against
PPF priority drift (which is a measure of
the increase in the UK Pension Protection
Fund’s potential exposure to the Group’s
pension scheme liabilities) to be met by a
combination of cash payments to the
scheme plus a notional (non-cash)
proportion of the increase in the
underlying value of the CTP and
Aerospace businesses based on an
EBITDA multiple for those businesses
which is to be determined annually.
Based on management’s current best
estimate of PPF priority drift in
combination with the base case, this
testis expected to be satisfied for all
relevant periods.
The triennial actuarial assessment of the
Group’s defined benefit pension scheme
liability as at 31 March 2021 and
associated deficit repair contributions
must be agreed by the Group and the
pension fund trustees by 31 July 2022
and is nearing conclusion. The associated
deficit repair contributions would
continue to be applied following maturity
of the current financing agreement on
31July 2023. For the purpose of the latest
actuarial valuation (as at 31 March 2018)
the scheme actuary has calculated the
technical provisions deficit to be
£90.4million; this deficit has increased
from the previous valuation deficit (as at
31March 2015) of £46.1 million. In the
context of the profitability and the cash
generation of the Group this is a major
liability. In order to mitigate the risk to
the Group, the Board continues to work
closely with the pension scheme trustees
to help reduce liabilities and risk
associated with the defined benefit
pension scheme where appropriate.

40 Carclo plc Annual report and accounts 2022
The current financing agreement
provides the bank and pension scheme
during the term of the facility with a
certain level of monitoring of enterprise
performance and the possible use of
surplus cash flow once the investment
needs of the business, agreed between
the parties, have been met.
Management has considered whether it
is aware of any specific relevant factors,
other than more foreseeable risks that
any business faces, beyond the three
year time horizon. Aside from the risk
relating to future pension scheme deficit
repair contributions, bank loan
repayments and related covenants
arising from the ongoing negotiations
described above, and consideration of
the principal risks and uncertainties and
mitigation plans as set out in the annual
report, they have concluded that there
are no others of a significantly
materialnature.
The Directors have reviewed sensitivity
testing based on a number of reasonably
possible scenarios, taking into account
the current view of impacts of the
continuing COVID-19 pandemic on the
Group (particularly from supply chain
disruption and any unmitigated cost
inflation across all types of operational
expenditure) and possible political
uncertainty, including the impact of
theRussian invasion of Ukraine and
heightened risk of wider conflict,
Brexitand other possible overseas
trading issues.
Severe downside sensitivity testing
hasbeen performed under a range of
scenarios modelling the financial effects
of loss of business from: discrete sites,
an overall fall in gross margin of 1%
across the Group, a fall in Group sales
of5% matched by a corresponding fall in
cost of sales of the same amount, delays
in the timing of commencement of
significant contractual projects,
reduction in revenue from specific
customers, minimum wage increases,
and unmitigated inflationary impact
across operating costs and exchange
risk. These sensitivities attempt to
incorporate the risks arising from national
and regional impacts of the global
pandemic from local lockdowns, impacts
on manufacturing and supply chain and
other potential increases to direct and
indirect costs. The Directors consider
that the Group has the capacity to take
mitigating actions to ensure that the
Group remains financially viable,
including further reducing operating
expenditure as necessary. In terms of
monitoring the current commercial
environment for risk, there are no
indications of any significant
deterioration in the sales order book
pipeline, and no material capital spend
commitments outstanding which would
appear to be at risk of longer-term
material financial loss.
Following this sensitivity testing the
Directors have concluded that the Group
will be able to continue in operation and
meet its liabilities as they fall due over a
three year period.
The strategic report was approved by the
Board on 29 June 2022 and signed on its
behalf by:
Nick Sanders
Executive Chair
Phil White
Chief Financial Officer
VIABILITY STATEMENT continued

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
41Carclo plc Annual report and accounts 2022
The statement of corporate governance
practices set out on pages 46 to 49,
including the reports of Board
Committees, and information
incorporated by reference, constitutes
the corporate governance report of
Carclo plc.
Dear shareholder
On behalf of the Board, I am pleased to
present Carclo plc’s corporate governance
report for the year ended 31March 2022.
This report seeks to provide shareholders
and other stakeholders with a clear
understanding of how we discharge our
governance duties and apply the
principles of good governance set down in
the UK Corporate Governance Code 2018
(“the Code”).
Since joining the Board in August 2020,
Ihave observed the Board’s desire to
maintain and continually strengthen
appropriate standards of corporate
governance throughout the Group.
TheBoard is fully supportive of the
principles laid down in the Code and
continues to review the systems, policies
and procedures that support the Group’s
governance practices.
We acknowledge that good governance
is fundamental to the success of the
Group and it is woven into the strategy
and decision-making processes
throughout the business. The tone from
the top is cascaded from the Board to the
Executive team and out to the business.
The composition of the Board is routinely
assessed to ensure that we have the
right balance of skills, experience and
knowledge required to achieve our
strategic goals. Within this assessment
the Board gives due consideration to the
benefits of widening Board diversity in
terms of background, ethnicity, age,
experience, gender and perspective. All
appointments are made on merit alone.
As in prior years, an internal evaluation
of the Board and each of its Committees
has been undertaken. The conclusions
from the evaluation confirmed that the
Board continues to function effectively
as a whole and in Committee, and that all
Directors properly discharge their duties.
Nonetheless, the Board also identified
areas to focus on in the coming year,
including: continued improvement in the
information provided to the Board so it is
better able to assess the Group’s
operational performance; increasing
focus on medium and long-term
strategy; improving the assessment of
senior leadership in the Group and
development of better succession
planning; and more interaction
betweenNon-Executive and Executive
Directors between Board meetings.
Inline with best practice, although not
arequirement for a company of this
size,consideration is being given to
undertaking next year’s evaluation
usingan external consultant.
As in previous years, all Directors are
proposed for election or re-election
atthe Annual General Meeting of
theCompany.
We remain cognisant of the strong
relationship between ethics and
governance and the role the Board plays
in demonstrating ethical leadership.
Further information on ethics is
contained in our responsible operations
report on pages 18 to 25.
Peter Slabbert and David Toohey
indicated their intention not to seek
re-election as Non-Executive Directors
after both serving the Group over the last
six years, and they retired from the Board
on 31 March 2021 and 30 April 2021
respectively.
We were pleased to be able to recruit Eric
Hutchinson and Frank Doorenbosch to
the Board alongside Joe Oatley, our
Senior Independent Non-Executive
Director, bringing a wealth of business
and specific industry experience that
will be invaluable as we execute our
strategies going forward. Eric was
appointed in January 2021 and became
Chair of the Audit Committee in
March2021, taking over from Peter
Slabbert. Frank was appointed in
February 2021, and took over as Chair
of the Remuneration Committee in
April2021 following David’s departure.
CHAIR’S
INTRODUCTION
The Board is fully supportive of the principles laid
down in the Code and continues to review the
systems, policies and procedures that support the
Group’s governance practices.
Nick Sanders
Executive Chair

42 Carclo plc Annual report and accounts 2022
CHAIR’S
INTRODUCTION
continued
Dear shareholder continued
In March 2021 Phil White joined the
Boardas the permanent CFO after a
short period as interim CFO. Phil also
brings a wealth of knowledge and
experience to the business and he is
working alongside me on driving
improvements across the Group.
With effect from 6 June 2022,
FrankDoorenbosch was appointed as a
consultant to the Group for a period of
upto twelve months, and accordingly
became an Executive Director for that
period. Frank will focus on assisting the
Carclo Technical Plastics division to
improve its operational effectiveness in the
face of rapidly increasing demand coupled
with current supply chain challenges.
It is intended that Frank will revert back
to being a Non-Executive Director of the
Company and resume his position on the
Board Committees and as Chair of the
Remuneration Committee as soon as the
consultancy period has ended. Joe
Oatley has been re-appointed Chair of
the Remuneration Committee in the
interim period.
I am pleased that after a period of
difficulty for the Group, wehave recruited
a strong new Board with very relevant
experience to guide the business
forward.
Our corporate governance report is set
outon pages 41 to 75 and incorporates the
Audit and Risk Committee report on pages
50 to 53, the Nomination Committee
report on pages 54 to 56 and the Directors’
remuneration report on pages 57 to 75.
This section of the annual report sets out
how we manage the Group and comply with
the provisions of the Code. Our Statement
of Compliance with the UK Corporate
Governance Code is set out on page 42.
Nick Sanders
Executive Chair
29 June 2022
Compliance with the 2018 Corporate Governance Code
The Company is subject to the principles and provisions of the 2018 UK Corporate Governance Code (“the Code”), a copy of
whichis available at www.frc.org.uk.
The Company has complied with the Code throughout the year with the exception of Code Provisions 9 (separate roles of Chairand
CEO) and 21 (external Board evaluation every three years) and further details are contained within this report on pages46and 47.
Principle How Carclo has applied it
Principle 01:
Board leadership and Company purpose
The Board is collectively responsible for leading and controlling all activities of the Group,
withoverall authority for establishing the Company’s purpose and overseeing the
management and conduct of the Group’s business, strategy and development.
Read how Carclo plc has applied and
discussed Principle 01 of the corporate
governance framework in the statement of
corporate governance on pages 46 to 49.
Principle 02:
Division of responsibilities
Ordinarily the Board comprises two Executive Directors and three independent Non-Executive
Directors (“NEDs”). The Board has an Executive Chair. The key roles and responsibilities of the
members of the Board, including the division of responsibilities between the Executive Chair and
Senior Independent Non-Executive Director, are discussed on page 46. As previously announced,
on 6 June 2022, Frank Doorenbosch took up a temporary consultancy role for the Group and as a
result is considered to be working in an executive capacity for the duration of that consultancy.
Read how Carclo plc has applied and
discussed Principle 02 of the corporate
governance framework in the statement of
corporate governance on pages 46 to 49.
Principle 03:
Composition succession and evaluation
The Board has formally delegated authority to the Nomination Committee to assist the
Boardin satisfying its responsibilities relating to the composition and make-up of the Board
and its Committees.
Read how Carclo plc has applied and
discussed Principle 03 of the corporate
governance framework in the Nomination
Committee report on pages 54 to 56.
Details of the methodology used in the
2021 Evaluation of Board effectiveness
can be found on page 56.
Principle 04:
Audit, risk and internal control
The Board has overall responsibility for ensuring that the Group maintains a sound system of
risk management and internal control. The Board has formally delegated specific responsibilities
for audit, risk management and financial control to the Audit and Risk Committee. The Board
considers and determines the principal risks faced by the Company, and also conducts an
annual review of the effectiveness of the risk management and internal control systems.
Read how Carclo plc has applied and
discussed Principle 04 of the corporate
governance framework in the Audit and
Risk Committee report on pages 50 to 53.
Principal risks faced by the Company can
be found on pages 31 to 38.
Principle 05:
Remuneration
The Remuneration Committee formally assists the Board in discharging its responsibilities
inrelation to Executive Director remuneration.
Read how Carclo plc has applied and
discussed Principle 05 of the corporate
governance framework in the Directors’
remuneration report on pages 57 to 75.
The Board’s Remuneration Policy can be
found on pages 59 to 66.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
43Carclo plc Annual report and accounts 2022
Our Board
Key responsibilities: The Board is collectively responsible for the management of the Company. The Board’s main role is to
create long-term value for shareholders by providing entrepreneurial and prudent leadership of the Company. It does this by
setting the Company’s strategic aims and overseeing their delivery, ensuring that the necessary financial and other resources
are available, and by maintaining a balanced approach to risk within a framework of effective controls.
Board Committees
Key responsibilities: The Board has established Committees which are responsible for audit, remuneration, and appointments
and succession. Each Committee plays a vital role in helping the Board to ensure that high standards of corporate governance
are maintained throughout the Group.
Audit and Risk
Committee
Key responsibilities:
The Audit and Risk
Committee reviews the
effectiveness of the
Group’s internal control
system, the scope of
work undertaken by the
internal auditor and its
findings, the Group’s
accounts and the scope
of work undertaken by
the external auditor.
Reviews are undertaken
regularly and cover each
accounting year and the
period up to the date of
approval of the accounts.
Nomination
Committee
Key responsibilities:
Monitors and reviews the
composition and balance
of the Board and its
Committees to ensure
Carclo has the right
structure, skills, diversity
and experience in place
for the effective
management of the
Group.
Undertakes the
management of Board
effectiveness reviews.
Reviews management
training and succession
planning in respect of the
Company’s senior
executives.
Remuneration
Committee
Key responsibilities:
Determines the
remuneration for the
Chair, Executive
Directorsand certain
senior management.
Oversees Carclo’s overall
remuneration policy,
strategy and
implementation including
the alignment of
incentives with reward
and culture and taking
into account employees’
pay and rewards when
setting the policy for
Directors’ remuneration.
Group Executive
Committee
Key responsibilities:
The Group Executive
Committee comprises
the Executive Directors
together with the heads
of each business division.
The Company Secretary
acts as Secretary to the
Committee.
Representatives from
Finance, IT and HR also
attend the Committee
meetings.
The purpose of the
Committee is to assist
the Executive Chair in
theperformance of
his/her duties within
thebounds of their
authority,including:
• the development and
implementation of
strategy, operational
plans, policies,
procedures and
budgets;
• the monitoring of
operating and financial
performance;
• the assessment and
control of risk;
• the prioritisation and
allocation of
resources; and
• monitoring
competitive forces in
each area of
operation.

44 Carclo plc Annual report and accounts 2022
BOARD OF
DIRECTORS
Nick was appointed a Non-Executive
Director and Chair-elect of the
Companyfrom 18 August 2020.
On30September2020, Nick was
appointed as Non-Executive Chair.
On5October 2020, Nickwas appointed
asExecutive Chair of the Company.
Phil was appointed Chief Financial Officer
on 1 March 2021.
Joe was appointed a Non-Executive
Director of the Company from July 2018.
He served as Chair of the Remuneration
Committee from that date until April 2020.
Joe served as interim Non-Executive Chair
from April to September 2020 and was
appointed as the Senior Independent
Director on 30 September 2020. Joe
wasre-appointed interim Chair of the
Remuneration Committee on 6 June 2022.
Skills and experience
Nick is an engineer by training and has over
20 years’ board experience in UK and
international businesses. His early career
was spent in a variety of technical and
operational roles at Rolls-Royce and Lucas
Aerospace and since 2002 he has been
leading turnaround situations in aerospace
and manufacturing businesses. In this
capacity he served as Executive Chairman
of Gardner Aerospace for nine years until
2019. Nick was also a founding partner of
Better Capital LLP (advisors to the
turnaround funds).
External appointments
Sertec Group – Non-Executive Chairman
Doncasters – Non-Executive Director
Walker Precision Holdings Limited –
Non-Executive Chairman
Committees
N
Skills and experience
Phil is a Cambridge graduate Chartered
Accountant and Chair of the Institute for
Turnaround North-East region. Over three
decades he has held permanent and
interim CFO, FD and senior roles across
listed and private companies including
Mpac plc, Optare plc, UK Coal plc, the
Unipart Group, gsk plc, Wella, Jacuzzi and
Sheffield Forgemasters.
Skills and experience
Joe is currently also a Non-Executive
Director at Wates Group Limited and
Centurion Group Limited, and is a member
of the Advisory Board of Buchanan.
Previously he was Group Chief Executive of
Cape plc, a global FTSE-listed company
specialising in the provision of critical
industrial services to the energy and natural
resources sectors, from 2012 to 2018. Prior
to joining Cape he was Chief Executive of
Hamworthy plc, a global oil and gas
engineering business, which he joined in
2007 and led until its takeover by Wärtsilä in
2012. Joe spent the early part of his career in
the engineering sector in a broad range of
roles, including Managing Director of a
number of different businesses, Strategy
Development and M&A.
External appointments
Wates Group Limited –
Non-Executive Director
Centurion Group Limited –
Non-Executive Director
Buchanan – member of Advisory Board
Committees
N
R
A
Nick Sanders
Executive
Chair
Phil White
Chief Financial
Officer
Joe Oatley
Senior Independent
Non‑Executive Director

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
45Carclo plc Annual report and accounts 2022
Eric was appointed a Non-Executive
Director of the Company on 7 January 2021
and Chair of the Audit Committee from
1March 2021.
Frank was appointed a Non-Executive
Director of the Company on
1February2021 and Chair of the
Remuneration Committee from
30April2021.
With effect from 6 June 2022, Frank was
appointed as a consultant to the Group for
a period of up to twelve months, and
accordingly became an Executive Director
for that period. Frank will focus on assisting
the Carclo Technical Plastics division to
improve its operational effectiveness in the
face of rapidly increasing demand coupled
with current supply chain challenges. It is
intended that Frank will revert back to
being a Non-Executive Director of the
Company and resume his position on the
Board Committees and as Chair of the
Remuneration Committee as soon as the
consultancy period has ended.
Skills and experience
Following graduation Eric qualified as a
Chartered Certified Accountant and spent
his early career in advisory and industrial
roles before joining Spirent Communication
plc, the London listed Data
Communications specialist. At Spirent he
spent 13 years as CFO and then six years as
CEO before retiring in 2020, during which
time he oversaw the transformation of the
business and a significant strengthening of
its balance sheet. He also served as a
Member of the Financial Reporting Review
Panel for nine years.
Committees
A
R N
Skills and experience
Frank has spent nearly his whole career in
the plastics industry with RPC Group plc, a
leading manufacturer of film and packaging
products. He has held roles in operations,
finance, sales and marketing, and business
improvement as well as managing
operations in several locations across
Europe and Asia. From 2016 to 2019 he was
CEO of RPC bpi group. Frank has been
instrumental in several turnarounds in the
plastic packaging business sector.
External appointments
Thingtrax Limited – Non-Executive Director
Impact Recycling Limited –
Non-Executive Director
Plastic Science by Design –
Managing Partner
Angie was appointed as Group Company
Secretary in October 2019 and is a fellow of
The Chartered Governance Institute. Angie
has previously held a number of Deputy
Company Secretary roles for listed
companies.
Eric Hutchinson
Independent
Non‑Executive Director
Frank Doorenbosch
Consultant and
Executive Director
Angie Wakes
Company
Secretary
Key:
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair

46 Carclo plc Annual report and accounts 2022
UK Corporate Governance Code
The Company remains committed to the
highest standards of corporate
governance for which the Board is
accountable. The Company has complied
throughout the year with the main
principles and provisions of the 2018 UK
Corporate Governance Code (“the Code”)
issued by the Financial Reporting Council
except for Code Provisions 9 and 21,
explained on page 42. The Company
continues to maintain and review its
systems, processes and policies to
support its sustainability and governance
practices. This statement, together with
the Directors’ remuneration report,
describes how the Company has applied
the main principles and provisions of
theCode.
The Board
The Board currently comprises the
Executive Chair, the Chief Financial
Officer, an Executive Director and two
Non-Executive Directors.
David Toohey stepped down as a
Non-Executive Director on 30 April 2021.
In accordance with the Company’s
articles of association and developing
best governance practice, all Directors
are to seek re-election on an
annualbasis.
The biographies of all the Directors
appear on pages 44 and 45.
The Chair has primary responsibility for
leading the Board and ensuring its
effectiveness. He sets the Board’s
agenda and ensures, together with the
Senior Independent Non-Executive
Director, that all Directors can make an
effective contribution.
Whilst the Chair is performing the role of
Executive Chair, the Senior Independent
Non-Executive Director assists with
these responsibilities. The Executive
Chair has responsibility for all operational
matters and the development and
implementation of Group strategy
approved by the Board.
The Chair and each Non-Executive
Director were independent on
appointment and the Board considers
each Non-Executive Director to be
independent in accordance with the
Code. Joe Oatley, as Senior Independent
Non-Executive Director, is available to
shareholders if they have concerns which
have not been resolved through the
normal channels of Executive Chair.
The Board meets regularly (at least seven
times each year) and there is contact
between meetings to progress the
Company’s business.
Board meetings are usually held at
subsidiary facilities at least twice a year.
These visits include meeting with staff
and attending presentations from
management, which enables particular
focus on the regional considerations
associated with implementation of the
Group’s strategy.
In the financial year, two Board meetings
were held off site at CTP in Mitcham and
Bruntons in Musselburgh. The Board
intends to hold further offsite Board
meetings now that travel restrictions
areeasing.
The Board has a formal schedule of
matters specifically reserved to it for
decision (including the development of
corporate strategy and the approval of
annual budgets, major capital
expenditure and potential acquisitions
and disposals). Briefing papers are
distributed by the Secretary to all
Directors in advance of Board meetings.
All Directors participate in a full induction
process on joining the Board and
subsequently receive training and
briefing as appropriate. The Directors are
authorised to obtain independent advice
as required. The Board evaluation
process also considers specific training
or development needs.
STATEMENT OF
CORPORATEGOVERNANCE
During the year, attendance by Directors at meetings of the Board and its various Committees was as follows:
Board meetings Remuneration Audit and Risk Nomination
No. No. No. No. No. No. No. No.
held attended held attended held attended held attended
N Sanders 7 7 — — — — 5 5
J Oatley 7 7 9 9 6 6 5 5
P White 7 7 — — — — — —
E Hutchinson 7 7 9 9 6 6 5 5
F Doorenbosch 7 7 9 9 6 6 5 5
D Toohey 1 1 1 1 1 1 2 1
In addition, the Board held a further 13 adhoc Board meetings during the year, at which not all Directors were required to
be present.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
47Carclo plc Annual report and accounts 2022
Conflicts of interest
Under the requirements of the
Companies Act 2006 each Director must
seek authorisation before taking up any
position that may conflict with the
interests of the Company. The Board has
not identified any actual conflict of
interest in relation to existing external
appointments for each Director which
have been authorised by the Board in
accordance with its powers. A register is
maintained by the Company Secretary
and reviewed on an annual basis.
Board evaluation
The Senior Independent Non-Executive
Director supervised an internal
evaluation of the Board’s performance
and that of its principal Committees.
Inaddition, an evaluation of the
performance of individual Directors
wasalso undertaken by the Senior
Independent Director.
The evaluation process was based on
aseries of questions devised for the
purpose and circulated to the Directors.
The process reviewed issues such as:
theassessment and monitoring of the
Company’s strategy, the monthly Board
meeting agenda and information flow,
Board effectiveness, and governance.
There was also a review of the role and
performance of the Board Committees.
The results of the evaluation were
collated by the Senior Independent
Non-Executive Director and will form the
basis of Board objectives for 2022/23,
including:
•
continued improvement in the
information provided to the Board so
it is better able to assess the Group’s
operational performance;
•
increasing focus on medium and
long-term strategy;
•
improving the assessment of senior
leadership in the Group and
development of better succession
planning; and
•
more interaction between
Non-Executive and Executive
Directors between Board meetings.
The Code requires that the Board of a
FTSE 350 company or above should hold
an externally facilitated evaluation at
least every three years. Due to the
number of changes on the Board over
the period, the Board concluded that
itwould be preferable to carry out a
comprehensive internal evaluation.
Although not a requirement for a
Company of this size, consideration is
being given to undertaking next year’s
evaluation using an external consultant.
The Nomination Committee recognises
the benefits to the Group of diversity in
the workforce and in the composition of
the Board and supports the importance
of diversity in its broadest sense. While
the Company will continue to make all
appointments on merit and based on the
best candidate for the role, it will always
consider suitably qualified applicants for
roles from as wide a range as possible,
with no restrictions on age, gender,
religion, ethnic background or current
employment, but whose competencies
and knowledge will enhance the Board
and workforce.
Engagement with the workforce
The Board has complied with the Code
and has engaged with the workforce.
TheBoard had previously adopted a
process whereby each of its
Non-Executive Directors was designated
director to engage with the workforce at
each of Carclo’s largest UK operating
sites and Head Office. It was not possible
to undertake any further workforce
meetings in the financial year due to
COVID-19 restrictions. With the lifting of
travel restrictions, all of the Directors
intend to recommence workforce
meetings andto also incorporate the
overseas operating sites.
Board Committees
The Board has three Committees,
Nomination, Remuneration, and Audit
and Risk, allof which have terms of
reference which deal specifically with
their authorities and duties.
The terms of reference may be viewed on
the Company’s website. All Committee
appointments are made by the Board.
Only the Committee chairperson and
members of the Committees are entitled
to be present at Committee meetings,
but others may attend by invitation.
Nomination Committee
The Nomination Committee comprises
the Non-Executive Directors including
the Executive Chair.
The Committee is chaired by the Senior
Independent Non-Executive Director and
is responsible for proposing candidates
for appointment to the Board, having
regard to the balance and structure of
the Board. In considering an appointment
the Committee evaluates the balance of
skills, knowledge and experience of the
Board and prepares a description of the
role and capabilities required for a
particular candidate.
In the last year the full Committee
hasmet five times to discuss Board
performance.
Remuneration Committee
The Company has established a
Remuneration Committee consisting
entirely of independent Non-Executive
Directors. The Remuneration Committee
met nine times during the year and was
chaired by David Toohey until
30April2021, Frank Doorenbosch until
6June 2022, and then by Joe Oatley.
The Committee recommends to the full
Board the Company’s policy on Executive
Director and executive management
remuneration and continues to
determine individual remuneration
packages for Executive Directors. The
Remuneration Committee is authorised
by the Board to obtain independent
professional advice if it considers this
necessary. The Directors’ remuneration
report on pages 57 to 75 sets out the
Group’s remuneration objectives and
policy and includes full details of
Directors’ remuneration in accordance
with the provisions of the Code.
The Remuneration Committee takes care
to recognise and manage any conflicts of
interest when receiving views from
Executive Directors or senior
management about its proposals.

48 Carclo plc Annual report and accounts 2022
STATEMENT OF
CORPORATEGOVERNANCE
continued
Board Committees continued
Audit and Risk Committee
The Audit and Risk Committee comprises
all the Non-Executive Directors excluding
the Executive Chair and meets not less
than three times annually. During the
year theCommittee was chaired by
EricHutchinson, who, being a Chartered
Certified Accountant and former group
CFO of Spirent Communication plc and
acommittee member of the Financial
Reporting Review Panel for nine years,
has both recent and relevant financial
experience. The Committee provides a
forum for discussions with the Group’s
external and internal auditors.
Meetingsare also attended, by
invitation,by the Executive Chair
andChief Financial Officer.
The Audit and Risk Committee has terms
of reference which follow closely the
recommendations of the Code and
include the following main roles and
responsibilities:
•
to monitor the financial reporting
process;
•
to review the effectiveness of the
Group’s internal financial controls,
internal control and risk management
systems and internal audit function;
•
to review the independence and
effectiveness of the external auditor,
including the provision of non-audit
services;
•
to review whistleblowing
arrangements whereby employees
can report concerns about financial
irregularities, health and safety and
environmental or legal matters.
Adedicated whistleblower email
address has been set up, details of
which are included in new employee
induction material and advertised at
operating sites;
•
to assist the Board in observing its
responsibility for ensuring that the
Group’s financial systems provide
accurate information which is properly
reflected in the published accounts;
and
•
to review half-year and annual
accounts before their submission to
the Board and review reports from the
external and internal auditors.
The Audit and Risk Committee report is
set out on pages 50 to 53.
Certain operational and administrative
matters are delegated by the Board to
the Group Executive Committee.
Group Executive Committee
The Group Executive Committee is
chaired by the Executive Chair and
comprises the Chief Financial Officer
together with the heads of each business
division. The Company Secretary acts as
Secretary to the Committee.
Representatives from Finance, IT and
HRalso attend the Committee meetings.
The Committee was re-established in
February 2020 and has met on a monthly
basis since that date. The Committee is
responsible to the Board for running
theongoing operations of the
Group’sbusinesses.
Accountability and audit
Internal control
The Board confirms that it has
established procedures that provide for
acontinuous process for identifying,
evaluating and managing the principal
material business risks faced by the
Group. This process has been in place
throughout the year under review and
upto the date of approval of the annual
report and accounts. The process has
been reviewed by the Board.
For the year ended 31 March 2022, the
Board has reviewed the effectiveness of
the Group’s system of internal control
and risk management, for which it retains
overall responsibility.
The Audit and Risk Committee reviews
the effectiveness of the Group’s internal
control system, the scope of work
undertaken by the internal auditor and
itsfindings, the Group’s accounts and
thescope of work undertaken by the
external auditor. Reviews are undertaken
regularly and cover each accounting year
and the period up to the date of approval
of the accounts.
The internal control system is designed
to manage rather than eliminate the risk
of failure to achieve business objectives.
Although no system of internal control
can provide absolute assurance against
material misstatement or loss, the
Group’s system is designed to provide
reasonable assurance that problems
areidentified on a timely basis and dealt
withappropriately.
The principal features of the Group’s
internal control structures can be
summarised as follows:
a) Matters reserved for the Board
The Board holds regular meetings and
has a number of matters reserved for its
approval, including major capital
expenditure and dividend policy. The
Board is responsible for overall Group
strategy and for approving all Group
budgets and plans. Certain key areas are
subject to regular reporting to the Board,
including capital expenditure, corporate
taxation and legal matters. The Audit and
Risk Committee assists the Board in its
duties regarding the Group’s financial
statements and liaises with the external
auditor.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
49Carclo plc Annual report and accounts 2022
b) Organisational structure
There is a clearly defined organisational
structure with lines of responsibility and
delegation of authority to divisional
executive management. Divisional
responsibility is supplemented by a
Group finance manual which dictates
policies and practices applicable across
the Group and includes accounting,
purchasing, capital expenditure and
codes of business conduct. These are
reviewed by the internal auditor and are
reported to the Audit and Risk
Committee. This process forms part of
the Audit and Risk Committee’s review of
the effectiveness of the Group’s system
of internal control.
c) Financial control and reporting
There is a comprehensive Group-wide
system of planning and budgeting with
frequent reporting of results to each level
of management as appropriate, including
monthly reporting to the Board. Reviews
involving Executive Directors and
divisional executives include the
annualidentification and assessment
ofbusiness and financial risks inherent
ineach division.
d) Internal auditor
During the year Grant Thornton
providedthe outsourced internal audit
function. The internal auditor reports to
the Audit and Risk Committee and works
to an agreed programme.
Relations with shareholders
The Company recognises the importance
of communication with its shareholders.
Regular meetings are ordinarily held
between Directors of the Company and
major institutional shareholders including
presentations after the Company’s
preliminary announcements of the
half-year and full-year results and
discussions on performance and
strategy. Major shareholders have been
advised that the Executive Chair and the
Non-Executive Directors are available for
separate discussions if required. The
Executive Chair held meetings with some
major shareholders during the year. The
Board uses the Annual General Meeting
to communicate with private and
institutional investors and welcomes
their participation. Shareholders have the
opportunity to raise questions with the
Board during the meeting. Directors also
make themselves available before and
after the AGM to talk informally to
shareholders, should they wish to do so.
From the 2019 AGM, voting has been
held on a poll basis. Regular updates are
also now provided to retail investors via
the Investor Meets Company platform.
Structure of the
Company’scapital
Details of the structure of the Company’s
capital are set out in the Directors’ report
on page 78.
By order of the Board
Angie Wakes
Secretary
29 June 2022

50 Carclo plc Annual report and accounts 2022
Annual statement by the
Chairof the Audit and Risk
Committee
The Audit and Risk Committee has
continued its scrutiny of the Group’s
system of risk management and internal
controls, the robustness and integrity of
the Group’s financial reporting and the
scope, effectiveness and results of both
the internal and external audit processes.
The key responsibilities of the
Committee are:
•
to review the quality and acceptability
of accounting policies and practices;
•
to keep under review the Group’s
financial and other systems and
controls and financial reporting
procedures;
•
to plan and scope the annual audit,
receive audit reports and review
financial statements taking account
of accounting policies adopted and
applicable reporting requirements;
•
to review the financial statements
(half-yearly and annual report) and
advise the Board on whether they give
a fair, balanced and understandable
explanation of the Group’s
performance, business model and
strategy over the relevant period;
•
to review the internal controls of the
Group and monitor and review the
effectiveness of the internal audit
function;
•
to review and update the Company’s
risk management systems and the
effectiveness of those systems;
•
to review and challenge actions,
judgements and key estimates of
management in relation to financial
statements;
•
to review significant legal and
regulatory matters;
•
to review all matters associated with
the appointment, terms,
remuneration, independence,
objectivity and effectiveness of the
external audit process and to review
the scope and results of the audit;
•
to review the Anti-Bribery and
Corruption Policy and procedures
and other policies relevant to financial
security, compliance and business
ethics;
•
to review the Committee’s terms of
reference and carry out an annual
review of the performance of the
Committee; and
•
to report to the Board on how the
Committee has discharged the
aforementioned responsibilities.
The Committee will continue to keep
its activities under review in the light of
developing regulations and best practice.
The Audit and Risk Committee is the
body appointed by the Board with
responsibility for carrying out the
functions required by the FCA Disclosure
and Transparency Rules DTR 7.1.3R.
Composition
The Audit and Risk Committee comprises
all the Non-Executive Directors excluding
the Executive Chair and meets not less
than three times annually. During the
year in question, the Committee was
chaired by Eric Hutchinson, who, being
a Chartered Certified Accountant and
former group CFO of Spirent
Communication plc and a member of the
Financial Reporting Review Panel for nine
years, has both recent and relevant
financial experience. The Board is
satisfied that the Committee as a whole
has relevant sectoral competence as
required by the Code. Other members
also have relevant financial experience.
Eric Hutchinson
Chair of the Audit and Risk Committee
AUDIT AND RISK
COMMITTEE REPORT

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
51Carclo plc Annual report and accounts 2022
Meetings
Only Audit and Risk Committee
members are entitled to attend a
meeting. However, the Executive Chair
and Chief Financial Officer are normally
invited to attend meetings.
Six meetings were held during the year,
two of which were scheduled to coincide
with the Board’s review and approval of
the Group’s interim statement and of its
preliminary results announcement based
on the annual report and accounts.
Internal control and
riskmanagement
The Group has an established system
ofinternal control and a risk
management framework that the Board
considers appropriate in the context of
the Group’s reporting requirements and
strategic objectives. Internal controls and
risk management systems covering all
material controls including financial,
operational and compliance controls,
aresubject to internal and external
auditand the outputs of the risk
management process are actively
challenged by the Board.
On behalf of the Board, all these
activities are periodically reviewed
bytheAudit and Risk Committee and
their effectiveness assessed through oral
andwritten reports from both internal
and external auditors.
The risk management process has been
improved and no failings have been
identified this year.
The Committee will continue to focus on
improving both the internal control and
risk management environment in the
current financial year.
A Risk Assurance Review is conducted
annually by the full Board, in addition to a
Risk Management and Internal Control
Report Review.
Further details of the Group’s emerging
and principal risks and uncertainties,
together with the mitigating actions, are
set out on pages 31 to 38 of the annual
report and accounts.
Internal audit
The Committee reviews annually the
arrangements for internal audit and
Grant Thornton UK LLP continued to
provide the outsourced internal audit
function throughout the year.
Theinternal auditor monitors and
reportson the system of internal control
and works to an agreed programme,
although the extent of the programme
was curtailed again this year due to
restrictions arising from COVID-19.
Theinternal audit plan is set in the
context of a developing assurance
reporting process, is flexed to deal
withany change in the risk profile of
theGroup and is approved by the
Committee. The internal audit
programme was reviewed in light of the
changes to the Group’s strategic focus.
Significant issues related
tofinancial statements
The Committee reviews accounting
papers prepared by management that
provide details of significant financial
reporting issues, together with reports
from the external auditor prepared in
conjunction with the interim and full-year
results, and assesses the following,
amongst other matters:
•
the quality and acceptability of
accounting policies and practices;
•
the clarity of the disclosures and
compliance with financial reporting
standards and relevant financial and
governance reporting requirements;
•
material areas in which significant
judgements or estimates have been
applied or there has been discussion
with the external auditor;
•
whether the annual report, taken as a
whole, is fair, balanced and
understandable and provides the
information necessary for
shareholders to assess the Company’s
performance, business model and
strategy; and
•
any correspondence from regulators
in relation to our financial reporting.
These matters are also discussed with
the external auditor together with
anything else that the auditor brings
to the Committee’s attention.
In the year to 31 March 2022, such issues
included the impact of changes in
accounting standards and other financial
reporting disclosures.
In addition to the above, the Committee
supports the Board in completing its
assessment of the adoption of the going
concern basis of preparing the financial
statements. The Directors include a
Viability Statement concerning the
prospects of the Company, as required
by the Code. During the financial year,
the Committee reviewed the approach
taken by the Directors in preparing and
reporting on the Viability Statement with
due regard for wider market practice and
developing guidance. As a result of that
review, the Committee was satisfied that
the approach adopted was appropriate.
The Viability Statement for the 2021/22
financial year is included on pages
39and40.
The Committee also considered changes
in corporate governance and the need for
the annual report to be fair, balanced and
understandable and to contain sufficient
information on the Group’s performance.

52 Carclo plc Annual report and accounts 2022
AUDIT AND RISK
COMMITTEE REPORT
continued
Significant issues related
tofinancial statements
continued
The significant judgements considered
by the Committee where there was
potential risk of material misstatement
were:
•
the IAS 19 pensions position.
TheCompany has a defined benefit
pension scheme with liabilities of
approximately £181.8 million and
assets of approximately £155.8 million
as at 31 March 2022, resulting in a net
retirement benefit obligation of
£26.0million. These numbers are
sensitive to the main assumptions
used to calculate the deficit or surplus
on the scheme and the Audit and Risk
Committee seeks confirmation that
these assumptions are appropriate.
The scheme introduced a right for
members to Pension Increase
Exchange (“PIE”) at retirement in the
year to 31 March 2022 via a Deed of
Amendment and communication to
deferred members. Having taken
actuarial advice, the Executive
management has exercised
judgement that, similar to the
Bridging Pension Option adopted last
year, 40% of members will take the
PIE option at retirement. This estimate
impacts on the past service credit
recognised as an exceptional item in
the income statement. The Audit and
Risk Committee bases its assurance
of management’s judgement of the
PIE take-up percentage estimate from
the actuarial advice received;
•
the Group balance sheet value of
goodwill. The balance of goodwill
onthe Group balance sheet as at
31March 2022 is £22.0 million and
theAudit and Risk Committee seeks
to gain assurance through the
Executive management’s review of
“recoverable amount” being the
higher of “value in use” and “fair value
less costs of disposal” as the
approved and selected method in
testing goodwill valuation for
impairment and that there are no
potential impairment or recoverability
issues;
•
management has considered recently
acquired assets awaiting full scale
production for indicators of
impairment and has concluded that
there is no impairment;
•
revenue recognition on certain
customer contracts. The Audit and
Risk Committee has supported the
Group management’s methodology
and application of revenue recognition
applying IFRS 15 guidelines across its
portfolio of contracts;
•
valuation of investments in subsidiary
undertakings in the Company balance
sheet. Investments in subsidiary
undertakings total £93.8 million in the
Company balance sheet and the Audit
and Risk Committee seeks to gain
assurance through the Executive
management’s review of “recoverable
amount” being the higher of “value in
use” and “fair value less costs to sell”
as the approved and selected method
in testing investments in subsidiary
undertakings for impairment and that
there are no potential impairment or
recoverability issues; and
•
going concern. The Audit and Risk
Committee supported the Board in its
assessment of the adoption of the
going concern basis of preparing the
financial statements. As a result of
that review, the Board was satisfied
that the approach adopted was
appropriate. A summary of the
approach and work undertaken by
management is disclosed in note1-
basisof preparation: going concern
onpage 93.
Other areas of judgement reviewed and
agreed by the Committee, where it
concluded there was not a risk of material
misstatement, included:
•
recognition of deferred tax assets for
the Group and Company. Deferred tax
assets are only recognised to the
extent that it is considered there are
sufficient taxable profits in the UK
against which to offset future tax
deductions. On this basis, deferred
tax assets of £0.7 million have been
recognised at 31 March 2022
(2021: £nil). The Committee agreed
with thisapproach;
•
separately disclosed items and
classification of exceptional items.
Certain items during the period have
been either separately disclosed on
the face of the income statement or
presented as exceptional items as
defined in the Group accounting
policy. Alternative performance
measures such as “underlying
operating profit” and “operating profit
before exceptional items” have been
defined and applied to identify a clear
distinction between underlying
performance and financial
performance after accounting for
exceptional or separately disclosed
items;
•
classification of certain assets which
are expected to be realised through a
sale and leaseback arrangement and
whether they meet the held for sale
criteria at 31 March 2022; and
•
lease break options. Judgement has
been applied by management when
determining the level of expected
certainty that a break option within
alease will be exercised. The Audit and
Risk Committee seeks to gain
assurance from management’s review
and agrees with the judgement
applied.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
53Carclo plc Annual report and accounts 2022
The Committee considered whether the
2021/22 annual report taken as a whole
was fair, balanced and understandable
and whether it provided the necessary
information for shareholders to assess
the Company’s position, performance,
business model and strategy. The Audit
and Risk Committee is satisfied that,
taken as a whole, the annual report is fair,
balanced and understandable.
External audit
The Committee has responsibility for
making a recommendation on the
appointment, re-appointment and
removal of the external auditor.
Theexternal auditor’s appointment is
reviewed periodically, and the lead audit
partner is rotated at least once every
fiveyears.
The Audit Committee last initiated a
tender process in December 2019.
Shareholders formally approved Mazars’
appointment at the 2020 AGM.
The Committee reviews reports from the
external auditor as part of the annual
audit process. These cover the scope,
approach and results of the external
audit and include the procedures
adopted for safeguarding the firm’s
independence and objectivity. The
quality and content of these reports,
together with the performance and
behaviour of the audit teams during the
exercise of their duties, inform the
Committee’s assessment of audit
effectiveness.
The Committee has an established policy
for determining the non-audit services
that the external auditor can provide
where justified on grounds of cost and
related expertise and where not
impacted by potential conflicts of
interest. This allows the Committee
to satisfy itself that auditor objectivity
andindependence are safeguarded.
Theanalysis of audit and non-audit fees
for the year to 31 March 2022 and the
nature of the non-audit services
providedappear in note 7 in the
accounts. Non-audit fees totalled
£0.035million. Noapproval shall be given
toany non-audit services prohibited
under the amendments to the
Companies Act 2006 and the FRC
Revised Ethical Standard 2019.
The Committee discussed with the
auditor the report of the FRC’s Audit
Quality Review team in respect of the
audit for the year ended 31 March 2021;
there were no key findings arising from
that review.
Mazars LLP will be proposed for
re-appointment as external auditor by
shareholders at the forthcoming Annual
General Meeting.
Eric Hutchinson
Chair of the Audit and Risk Committee
29 June 2022

54 Carclo plc Annual report and accounts 2022
The Nomination Committee is
responsible for regularly reviewing the
composition of the Board including its
structure, size and diversity in order to
ensure that the Group has the right
leadership, balance of skills and
experience to deliver its strategy and
enable the Board to effectively fulfil
itsobligations.
Composition
The Nomination Committee comprises
all of the Non-Executive Directors and
the Executive Chair. It is currently chaired
by the Senior Independent
Non-Executive Director, Joe Oatley.
TheCommittee met on five occasions
during the year.
Role of the Committee
The Committee is responsible for
regularly reviewing the composition of
the Board including its structure, size and
diversity. It is also responsible for
succession planning and identifying and
recommending appropriate candidates
for membership of the Board when
vacancies arise. The Committee has
applied the Code provisions in
developing the Group’s policies on
succession planning and appointments.
In considering an appointment, the
Committee evaluates the balance of
skills, knowledge, independence and
experience of the Board and prepares
adescription of the role and capabilities
required for a particular appointment.
Internal candidates are considered
whereappropriate.
The Committee considers the
Company’s initiatives for Board
succession planning, together with the
training and development of employees
with the ability to progress to senior
positions in the Group. The Board
believes that these initiatives improve
the probability of the appointment of
internal candidates to key executive
positions and thereby enable the Group
to fulfil its strategic objectives.
The Nomination Committee also
reviewsthe time required from each
Non-Executive Director and any other
significant commitments that they may
have. The 2021/22 review found the
Non-Executives’ time commitments
tobe sufficient to discharge their
responsibilities effectively. Based on
recommendations from the Nomination
Committee, Directors submit themselves
for election at the AGM following their
appointment and thereafter annually
forre-election in accordance with
goodgovernance.
Skills and knowledge of
theBoard
A key responsibility of the Committee is
to ensure that the Board maintains a
balance of skills, knowledge and
experience appropriate to the long-term
operation of the business and delivery of
the strategy. As in past years, the
Nomination Committee has reviewed the
composition of the Board and as part of
this review the Committee considered
whether:
•
the Board contains the right mix of
skills, experience and diversity;
•
the Board has an appropriate balance
of Executive Directors and
Non-Executive Directors; and
•
the Non-Executive Directors are able
to commit sufficient time to the
Company to discharge their
responsibilities effectively.
Following the review, the Committee
was satisfied that the Board continues to
have an appropriate mix of skills and
experience to operate effectively.
All the Directors have many years of
experience, gained from a broad range of
businesses, and they collectively bring a
range of expertise and knowledge of
different business sectors to Board
deliberations, which encourages
constructive, challenging and
innovativediscussions.
Joe Oatley
Chair of the Nomination Committee
NOMINATION
COMMITTEEREPORT

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
55Carclo plc Annual report and accounts 2022
Nomination Committee
activities in FY22
The key deliverables of the Committee
were:
•
review of the structure and
composition of the Board;
•
the induction of the new Executive
Directors and Non-Executive
Directors;
•
oversaw the internal Board evaluation
process;
•
a review of the Committee’s terms of
reference;
•
Board succession planning;
•
the review of the Nomination
Committee report for inclusion in the
annual report and accounts; and
•
the performance evaluation of the
Committee.
Review of Board structure
andcomposition
As reported in the 2021 annual report,
Carclo’s Board structure has been
streamlined with the removal of the role
of Chief Executive and the replacement
of the role of Non-Executive Chair with
that of Executive Chair.
The Board believes that, given the size of
the Group and that a significant majority
of the Group’s activities are contained
within the Technical Plastics division, this
structure is currently the most efficient
and effective in order to deliver the
Group’s strategy and thus create
shareholder value. In particular, this
structure enables the Board members
tobe closer to the Group’s operations
and thus improve the pace and
effectiveness of decision-making.
TheCommittee concluded that having
three Non-Executive Directors remained
optimal with the Senior Independent
Director taking on additional
responsibility to provide an oversight
ofcorporate governance.
Selection of new Directors
–process
The Committee follows an established
and formal process for the recruitment
ofnew Directors, both Executive and
Non-Executive. In general terms, when
considering candidates for appointment
as Directors of the Company, the
Nomination Committee, in conjunction
with the Board, drafts a detailed job
specification and candidate profile.
Indrafting this, consideration is given to
the existing experience, knowledge and
background of Board members as well as
the strategic and business objectives of
the Group. Once a detailed specification
has been agreed with the Board, the
Committee would then work with an
appropriate external search and selection
agency to identify candidates of the
appropriate calibre and with whom an
initial candidate shortlist could be
agreed. The consultants are required to
work to a specification that includes the
strong desirability of producing a full list
of candidates who meet the essential
criteria, whilst reflecting the benefits
ofdiversity.
Appointment of new
Non‑Executive Directors
Each Non-Executive Director is appointed
for an initial term of three years.
Theterm can be renewed by mutual
agreement if the Board is satisfied with
the Director’s performance and
commitment and a resolution to re-elect
at the appropriate AGM is successful.
TheBoard will not normally extend the
aggregate period of service of any
independent Non-Executive Director
beyond nine years.
David Toohey indicated his intention
notto seek re-election after serving six
years, and retired from the Board on
30April 2021.
Eric Hutchinson and Frank Doorenbosch
were appointed to the Board on
7January 2021 and 1 February 2021
respectively. They bring a wealth of
business and specific industry experience
that is invaluable to the Group.
With effect from 6 June 2022, Frank
Doorenbosch was appointed as a
consultant to the Group for a period of
up to twelve months, and accordingly
became an Executive Director for that
period. Frank will focus on assisting the
Carclo Technical Plastics division to
improve its operational effectiveness in
the face of rapidly increasing demand
coupled with current supply chain
challenges. It is intended that Frank will
revert back to being a Non-Executive
Director of the Company and resume his
position on the Board Committees and
as Chair of the Remuneration Committee
as soon as the consultancy period has
ended. The Nomination Committee is
satisfied that in the period, all Board
Committees will continue to operate in
accordance with the Code and to meet
the requirements for a majority of
independent Directors on each
Committee.
Induction of new Directors
All new Directors go through a tailored
induction process. It is usual process as
part of a Director’s induction for
comprehensive site visits to be
undertaken; however, this has not been
possible due to COVID-19 restrictions.
However, all Directors visited the CTP
Mitcham (UK) site in October 2021 and
Bruntons in Musselburgh (UK) site in
March 2022, meeting with local
management and discussing a range of
matters, in particular strategy and health
and safety. Nick Sanders also visited the
CTP Brno (Czech Republic) and CTP
Pennsylvania (US) sites in 2022, Frank
Doorenbosch visited CTP Bangalore
(India) in 2021, CTP Brno (Czech Republic)
and some of the US sites in 2022, and Joe
Oatley visited Jacottet (France) in 2021.
Each of Nick Sanders, Joe Oatley and Eric
Hutchinson have visited the new Head
Office in the last twelve months.

56 Carclo plc Annual report and accounts 2022
NOMINATION
COMMITTEEREPORT
continued
Board and Committee evaluation
The Board recognises that it needs to
regularly monitor performance of both
the Board and its Committees. This is
achieved through the annual
performance evaluation, full induction of
new Board members and ongoing Board
development activities.
The Code requires that the Board of a
FTSE 350 company or above, should
consider holding an externally facilitated
evaluation at least every three years.
Although not a requirement for a
company of Carclo’s current size,
consideration is being given to
undertaking next year’s evaluation using
an external consultant. Due to the
number of changes on the Board in
recent years, the Board instead carried
out a comprehensive internal evaluation
led by the Senior Independent Director
this year.
As set out in more detail in the statement
of corporate governance on page 47, the
review concluded that the Board has
significantly improved its effectiveness,
despite the challenges of the last year.
There were nonetheless a number of
areas for improvement.
Recommendations for the future
included increased focus on medium
andlong-term strategy, continued
improvement in the information provided
to the Board so it is better able to assess
the Group’s operational performance,
building on succession planning and
organisational design, and more
interaction between Non-Executive
andExecutive Directors between Board
meetings.
These will be areas of focus during
thecoming year. It is expected that an
externally facilitated evaluation will
takeplace in 2022/23. The review
alsoconcluded that the Nomination
Committee had operated effectively.
A review of the performance of the
Executive Chair and other Non-Executive
Directors was also facilitated by the
Senior Independent Director.
Renewal and re‑election
If the Board appoints a Director, that
Director must retire at the first AGM
following their appointment. That
Director may, if they so wish, put
themselves forward for election.
In accordance with the Code and the
Company’s articles of association, the
Company will continue its practice to
propose all Directors for annual
re-election. Accordingly, all Directors will
retire at the forthcoming AGM and, being
eligible, will offer themselves up for
re-election.
I am satisfied that, following the
evaluation and review of the Board
described above, the Directors offering
themselves for re-election continue to
demonstrate commitment, management
and business expertise in their particular
role and continue to perform effectively.
The re-election respectively of each
Director is recommended by the Board.
Further information of the service
contracts for the Executive Directors and
letters of appointment for the
Non-Executive Directors are set out in
the Directors’ remuneration report on
page 65.
During the year, the Senior Independent
Director held a number of meetings with
the other Non-Executive Directors
without the Executive Chair being
present, as required by provision 12
ofthe Code.
Diversity
The Board recognises the importance of
diversity in its broadest sense as an
important element in maintaining Board
effectiveness and creating competitive
advantage. Diversity of skills, background,
knowledge, international and industry
experience, gender and ethnicity will be
taken into consideration when seeking to
make new appointments to the Board
andits Committees. All appointments
willbe made on merit, taking into account
suitability for the role, composition and
balance of the Board to ensure that the
Company has the appropriate mix of
skills,experience, independence
andknowledge.
The Board recognises the link between
diversity and performance and will
always proactively consider this when
taking decisions regarding appointments
and in succession planning.
The Board will always consider suitably
qualified applicants for roles from as wide
a range as possible, with no restrictions
on age, gender, religion, ethnic
background or current employment,
butwhose competencies and knowledge
will enhance the Board.
Committee priorities for
2022/23
•
Oversee the Board evaluation
process.
•
Further focus on succession planning.
Joe Oatley
Chair of the Nomination Committee
29 June 2022

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
57Carclo plc Annual report and accounts 2022
DIRECTORS’
REMUNERATIONREPORT
Annual Statement
Dear shareholder
On behalf of the Board I am pleased to
present the Directors’ remuneration
report (the “Report”) for the year ended
31 March 2022.
The Report has three sections:
•
this Annual Statement, which
summarises and explains the major
decisions and changes in respect of
Directors’ remuneration;
•
a summary of the Directors’
Remuneration Policy (the “Policy”)
asapproved at the 2021 AGM; and
•
the Annual Report on Remuneration,
providing details of the remuneration
earned by the Company’s Directors
inrelation to the year ended
31March2022 and how the Policy
willbe operated for the year to
31March2023.
The Group’s targets for the financial year
2021/22 were set during the pandemic
when it was assumed that the recovery
from it would occur much sooner than
has actually transpired. Nonetheless, the
combination of the exceptional efforts of
everyone across the business and the
Group’s exposure to medical markets
which have remained relatively robust,
has resulted in targets for the year
being exceeded.
The Remuneration Committee (the
“Committee”) took this into account
when making judgements as to past and
future elements of remuneration.
Leadership changes
The Committee supported the work
associated with the changes in Group
leadership during the year.
Frank Doorenbosch was appointed a
Non-Executive Director on
1February2021 and took over as
Remuneration Committee Chair with
effect from 30April 2021. David Toohey
stepped down from the Board and as
Remuneration Committee Chair
on30April 2021.
With effect from 6 June 2022,
FrankDoorenbosch was appointed as a
consultant to the Group for a period of up
to twelve months, and accordingly
became an Executive Director for that
period. Frank will focus on assisting the
Carclo Technical Plastics division to
improve its operational effectiveness in
the face of rapidly increasing demand
coupled with current supply chain
challenges. It is intended that Frank will
revert back to being a Non-Executive
Director of the Company and resume his
position on the Board Committees and
as Chair of the Remuneration Committee
as soon as the consultancy period has
ended. I was re-appointed Chair of the
Remuneration Committee for this interim
period.
A summary of the principal terms of the
Executive Chair and CFO’s remuneration
is set out on page 68.
2021/22 financial year –
performance and pay
Remuneration alignment
tostrategy
The Remuneration Committee believes
in rewarding Carclo’s Executives based
on their performance and the value
created for the Group’s shareholders.
Under the terms of the Company’s
short-term incentive plan, P White
received a bonus for the financial period
2021/22. Under the terms of his current
service agreement, N Sanders is not
entitled to variable remuneration.
The variable element of P White’s
remuneration in 2021/22 was focused
onsimple and transparent measures of
performance against Group underlying
EBITDA and working capital cash flow
targets. Accordingly, this Report should
be read in conjunction with the
strategicreport.
Salary
An internal review concluded that basic
salary for Executive Directors would not
be increased during the financial year
2021/22.
Annual bonus
N Sanders was not entitled to participate
in the 2021/22 annual bonus scheme.
PWhite participated in the 2021/22
annual bonus scheme and will receive a
bonus for the period. 100% of the
payment was set against demanding
financial targets, which are set out in
detail on page 69.
Joe Oatley
Chair of the Remuneration Committee

58 Carclo plc Annual report and accounts 2022
DIRECTORS’
REMUNERATIONREPORT
continued
2021/22 financial year –
performance and pay continued
Long Term Incentive Plan
(“LTIP”)
Historically, performance measures
forawards made under the Carclo
Performance Share Plan (“PSP”) were
equally weighted between EPS and
TSRtargets.
As detailed previously, the current PSP
scheme was reviewed in 2021 and it was
determined that it continued to meet
thecurrent needs of the Company.
Accordingly, awards were made in
2021/22 to P White and other key
executives. In line with this contract,
NSanders did not receive any award
under the PSP.
The Committee determined that an
absolute TSR target was a more
appropriate performance measure for
the 2021/22 award than relative TSR
measure that had been used previously.
The performance measures for the
awards to vest be equally weighted
between EPS and absolute TSR targets.
The absolute TSR target was set at the
time of award, taking into account the
preceding share price and ensuring that
the target is sufficiently challenging to
deliver material shareholder return.
The Board is committed to a clear,
focused strategy and the Company is
now well placed to continue this
improvement. It is unfortunate that the
share price recovery in difficult market
conditions has not been as planned and
in line with the strategy and
management improvements.
The Committee is keen to ensure that
the Company is in a position to retain,
recruit and motivate executives of an
appropriate calibre to lead the Company
through its next phase of development.
The Committee has therefore conducted
a review of the current PSP rules.
The Committee and Board consider that
it is in the best interest of shareholders
for the rewards of top executives to be
aligned to the interest of shareholders.
Inthis context, and given the Company’s
current market capitalisation, the
Committee considers that it would be
highly beneficial to remove the 5% in
10-year dilution limit which currently
applies to the Company’s discretionary
share plans only, and to operate within
the existing 10% in 10-year dilution limit
for all share plans.
The Committee is not seeking to
increase potential shareholder dilution
overall, rather, to enable the Company
tohave greater flexibility within the
approved 10% in 10-year dilution limit
togrant share awards as part of a
continuation of our remuneration policy
which incentivises the long-term success
of the Company. Without this flexibility,
the Company will likely be hindered in
any future recruitment of senior
executives and may also face retention
issues of its senior management.
Implementation of the
Remuneration Policy for the
2022/23 financial year
The current Directors’ Remuneration
Policy was approved by shareholders at
the 2021 AGM. In respect of the
implementation of the Policy for the
2022/23 financial year, the Committee
agreed that:
•
there will be a basic salary level
increase for P White, who is the Chief
Financial Officer and an Executive
Director. The Company has required
NSanders to increase his time
commitment to the business and has
therefore adjusted his salary so that
his per diem salary remains
unchanged. Basic salary level increase
awards made to other employees
within the Group ranged from 0%
to9%;
•
there will not be an increase in the
base fees for the Non-Executive
Directors;
•
the structure and quantum of the
annual bonus for Executive Directors
is considered to be broadly
appropriate and aligned to
shareholders’ interests. For 2022/23
the annual bonus potential will
continue to be based on demanding
financial targets, noting that the
Executive Chair is not currently
entitled to participate in the
Company’s short-term bonus
scheme;and
•
the Long Term Incentive Plan,
whereby conditional awards of shares
are granted annually under the Carclo
PSP with vesting after three years
based on earnings per share and
absolute total shareholder return
performance conditions (followed by
a two-year holding period), has in the
past provided a strong alignment
between the senior executive team
and shareholders. It is proposed that
LTIP grants will be made in 2022/23
with the vesting criteria anticipated to
be earnings per share growth and an
absolute TSR target.
The Remuneration Committee is mindful
of the changes to the 2018 Code and
those provisions were taken into account
in the Policy approved by shareholders at
the 2021 AGM. A number of those
provisions have already been adopted:
•
the Remuneration Committee was
responsible for setting senior
management pay for the 2022/23
financial year;
•
the requirement for a total vesting/
holding period of five years for the
PSPs was implemented when the
new scheme was approved in 2017;
•
the implementation of a
post-employment shareholding
requirement;
•
the Remuneration Committee already
has the ability to use discretion to
override formulaic outcomes; and
•
any future Executive Directors which
are recruited will receive a pension
contribution rate in line with the UK
general workforce. The current
Executive Chair and Chief Financial
Officer do not have a pension
contribution entitlement.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
59Carclo plc Annual report and accounts 2022
Alignment with shareholders
The Remuneration Committee is mindful
of the interests of the Group’s
shareholders and is keen to ensure a
demonstrable link between reward and
value creation. In addition to the matters
set out in this Report, alignment and
shareholder interest is further
demonstrated by the operation of share
ownership guidelines and the inclusion of
malus and clawback provisions for both
annual bonus and LTIP awards.
Most importantly, however, is the clear
link between executive remuneration and
the performance of the business as a
whole. As permanent Executive Directors
are now in place, the Remuneration
Committee will ensure the executive
remuneration “mix” is in line with the
Directors’ Remuneration Policy and in
the best interests of the shareholders
and the Company.
The Group acknowledges the support
ithas received in the past from its
shareholders and hopes that this
willcontinue.
Joe Oatley
Chair of the Remuneration Committee
29 June 2022
Compliance statement
This Report has been prepared in
accordance with the requirements of the
Large and Medium Sized Companies and
Groups (Accounts and Reports)
(Amendment) Regulations 2013, the
Companies (Miscellaneous Reporting)
Regulations 2018, the Companies
(Directors’ Remuneration Policy and
Directors’ Remuneration Report)
Regulations 2019, the UK Listing
Authority Listing Rules and applies the
principles set out in the UK Corporate
Governance Code 2018 (“the Code”).
The following parts of the Annual Report
on Remuneration are audited: the single
total figure of remuneration for Directors,
including annual bonus and LTIP
outcomes for the financial year ending
31March 2022; scheme interests
awarded during the year; and Directors’
shareholdings and share interests.
Remuneration payments and payments
for loss of office can only be made to
Directors if they are consistent with
theapproved Directors’ Remuneration
Policyor otherwise approved by
ordinaryresolution of the
Company’sshareholders.
Directors’ Remuneration Policy
The Remuneration Policy was approved by shareholders at the 2021 AGM on 2 September 2021.
The Policy for the remuneration of the Executive and Non-Executive Directors is set out in the table below.
Element of
remuneration
Salary
Purpose and
linkto strategy
To provide an appropriate, competitive level of basic fixed income avoiding excessive risk arising from over-reliance
onvariable income.
To retain and attract Executive Directors of superior calibre in order to deliver earnings growth.
Reflects individual skills and experience and role.
Operation Reviewed annually by the Remuneration Committee, normally effective 1 April.
Takes periodic account of similar roles at companies with similar characteristics and sector comparators, individual
experience and performance, Company performance and wider pay levels and salary increases across the Group.
Maximum No prescribed maximum annual increase, but will normally be in line with general increase for the wider workforce.
In exceptional circumstances, the Committee may decide to award a lower increase for Executive Directors or indeed
exceed this to recognise, for example, an increase in the scale, scope or responsibility of the role to take account of
relevant market movements and/or the appointment of new Executive Directors.
Performance
targets
N/A

60 Carclo plc Annual report and accounts 2022
DIRECTORS’
REMUNERATIONREPORT
continued
Directors’ Remuneration Policy continued
Element of
remuneration
Other benefits
Purpose and
linkto strategy
Provides market-competitive benefits.
Provides insured benefits to support the individual and their family during periods of ill health, accident or death.
Operation Benefits provided through third-party providers.
Includes car allowance, life insurance, private medical insurance and permanent disability insurance. Other benefits
maybe provided where appropriate.
Maximum Benefits may vary by role and individual circumstance and are reviewed periodically. Benefits have not exceeded 10%
ofsalary in the last three financial years and are not anticipated to exceed this over the next three financial years.
TheCommittee retains the discretion to approve a higher cost in exceptional circumstances (e.g. relocation) or
incircumstances where factors outside of the Company’s control have materially changed (e.g. increases in
medicalpremiums).
Performance
targets
N/A
Element of
remuneration
Bonus
Purpose and
linkto strategy
Incentivises annual delivery of short-term financial and strategic business goals and business strategy.
Maximum bonus only payable for achieving demanding targets.
Operation Performance measures, targets and weightings are set at the start of the year. Payments are calculated based on an
assessment of performance at the end of the year. Paid in cash with payment of 33% of any bonus earned deferred by
two years.
Not pensionable.
Clawback and malus provisions apply in the event of material misstatement of results and/or an error in the calculation
ofthe bonus outcome.
Maximum 100% of salary CEO (not currently applicable).
75% of salary CFO.
Performance
targets
Performance is assessed on an annual basis by reference to financial measures as well as the achievement of personal/
strategic objectives. The financial performance measures for 2022/23 are underlying EBITDA and Operating Cash Flow,
however the Committee has discretion to adjust the performance measures and weightings each year according to
strategic priorities, although the weighting on financial measures will be at least 75%. For 2022/23 the Group is
introducing a measure of health and safety performance in addition to the financial performance measures above.
The bonus for personal/strategic performance is payable only if, in the opinion of the Remuneration Committee, there
was an improvement in the underlying financial and operational performance of the Group during that financial year.
The Committee has discretion to adjust the performance conditions to ensure that payments accurately reflect business
performance over the performance period. However, such discretion may only be used in circumstances where the
Committee considers the amended performance conditions to be:
•
fair and reasonable in the circumstances; and
•
a more appropriate measure of performance and not materially less challenging than the original condition would
have been.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
61Carclo plc Annual report and accounts 2022
Element of
remuneration
Long Term Incentive Plan
(awards made under the Carclo Performance Share Plan)
Purpose and
linkto strategy
Aligned to main strategic objectives of delivering sustainable value growth and shareholder return.
To reward and retain successful leadership team, reward delivery of the Company strategy and long-term goals and to
help align Executive and shareholder interests.
Operation Annual grant of nil cost options or performance shares which normally vest after at least three years subject to continued
service and performance targets. At the start of each performance cycle, the Committee sets performance targets which
it considers to be appropriately stretching.
Awards made to Executive Directors will be subject to a “holding period” under which for the five-year period following
the date of grant the Executive Directors will not be permitted to sell shares subject to the awards (other than to fund any
exercise price payable or pay any tax liability arising on vesting) and limited exceptional circumstances (such as death).
Clawback and/or malus may be applied up to seven years from the grant of awards in any of the following circumstances:
(a) if any of the audited financial results for the Company are materially misstated;
(b) if the Company, any Group company and/or a relevant business unit has suffered serious reputational damage as a
result of the relevant participant’s misconduct or otherwise;
(c) there has been serious misconduct on the part of the relevant participant; or
(d) in such other circumstances, where the Committee determines that malus or clawback should apply.
Maximum 100% of salary normal limit.
200% of salary exceptional limit – e.g. recruitment.
Performance
targets
LTIP performance is measured over three years. Current performance measures are EPS and absolute TSR, weighted
equally; however, the Committee has discretion to adjust the performance measures and weightings to ensure they
continue to be linked to the delivery of the Company strategy.
The Committee has discretion to adjust the performance conditions to ensure that payments accurately reflect business
performance over the performance period. However, such discretion may only be used in circumstances where the
Committee considers the amended performance conditions to be:
•
fair and reasonable in the circumstances; and
•
a more appropriate measure of performance and not materially less challenging than the original condition
wouldhave been.
Element of
remuneration
Pension
Purpose and
linkto strategy
Provides market-competitive retirement benefits.
Opportunity for Executives to contribute to their own retirement plan.
Operation Executive Directors receive a contribution to HMRC-approved personal pension arrangement or a payment in lieu of
pension contributions.
Maximum Executive Directors will receive an employer contribution to pension in line with the UK general workforce.
Performance
targets
N/A

62 Carclo plc Annual report and accounts 2022
DIRECTORS’
REMUNERATIONREPORT
continued
Directors’ Remuneration Policy continued
Element of
remuneration
Share ownership guidelines
Purpose and
linkto strategy
To provide alignment between Executives and shareholders.
Operation Executive Directors are required to build and maintain a shareholding equivalent to one year’s base salary through
theretention of vested share awards or through open market purchases until the guideline is met.
Maximum 100% of salary holding for Executive Directors. The Committee will monitor progress against this requirement on
anannual basis.
A reasonable time limit is considered to be five years.
For as long as an Executive Director has not met the relevant share ownership guideline above, he/she will be
expectedto retain 50% of the post-tax number of any vested share award under PSP in the first five years of their
employment and 75% thereafter until the guideline is met.
Departing Executive Directors are required to hold their vested PSP shares up to 100% of salary or their actual PSP
derived shareholding if lower, for two years after leaving.
Performance
targets
N/A
Element of
remuneration
Service agreements – notice periods
Purpose and
linkto strategy
Operation
Maximum Service contracts will not contain notice periods of more than twelve months.
Performance
targets
N/A
Element of
remuneration
Non‑Executive Directors‘ fees
Purpose and
linkto strategy
Reflects time commitments and responsibilities of each role.
Reflects market-competitive fees.
Operation Reviewed annually by the Board, normally effective 1 April. Non-Executive Directors receive a basic fee for their
respective roles. Additional fees are paid to Non-Executive Directors for additional services such as chairing the Audit
and RiskandRemuneration Committees.
Fee levels are benchmarked with reference to sector comparators and FTSE-listed companies of similar size and
complexity. The required time commitment and responsibilities are taken into account when reviewing fee levels.
Allfeesare paid in cash.
Maximum No prescribed maximum annual increase, but it is expected that fee increases will normally be in line with general
increases for the wider workforce. However, in the event that there is a material misalignment with the market or change
in complexity, responsibility or time commitment required to fulfil a Non-Executive Director role, the Board has discretion
to make an appropriate adjustment to the fee level.
Performance
targets
Non-Executive Directors do not participate in variable pay arrangements or receive any pension provision.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
63Carclo plc Annual report and accounts 2022
Notes to the Policy table
Performance measurement
selection
The choice of underlying EBITDA and
Operating Cash Flow as the financial
performance metrics applicable to the
annual bonus scheme is designed to link
performance to strategy and the
business plan. The Committee believes
that performance measures set in
respect of the annual bonus should be
appropriately challenging and tied to
both the delivery of profit growth, cash
management and specific individual
objectives. A non-financial measure
(health and safety target) has recently
been introduced into the annual bonus
scheme.
The absolute TSR and EPS performance
conditions applicable to the Carclo PSP
were selected by the Remuneration
Committee on the basis that they reward
the delivery of long-term returns to
shareholders and the Group’s financial
growth and are consistent with the
Company’s objective of delivering
superior levels of long-term value
toshareholders.
The Committee operates the Carclo PSP
in accordance with the rules of that plan,
Listing Rules, company law and the
relevant tax legislation. The Committee
retains discretion over certain areas
relating to the operation and
administration of the Carclo PSP
consistent with market practice.
The Company has a share ownership
policy which requires the Executive
Directors to build up and maintain a
target holding equal to 100% of base
salary. Details of the extent to which the
Executive Directors had complied with
this Policy as at 31 March 2022 are set
outon page 75.
Remuneration policy for other
employees
The following differences exist between
the Company’s Policy for the
remuneration of Executive Directors as
set out above and its approach to the
payment of employees generally:
•
a lower level of maximum annual
bonus opportunity generally applies
to employees below Board level;
•
Executive Directors carry an obligation
to build and maintain a sizeable
share-ownership position. No such
obligation is held by other employees;
•
benefits offered to other employees
generally comprise provision of
healthcare and company car benefits
where required for the role or to meet
market norms; and
•
participation in the Carclo PSP (LTIP) is
limited to the Executive Directors and
certain selected senior managers.
In general, these differences arise from
the development of remuneration
arrangements that are market
competitive for the various categories
ofindividuals and for the diverse
international employment settings
in which we operate. This is of great
importance given the highly cost
competitive demands of the business
sectors within which Carclo competes.
They also reflect the fact that, in the case
of the Executive Directors and senior
executives, a greater emphasis tends to
be placed on performance-related pay.
Remuneration Policy for the
Non‑Executive Directors
The Board determines the
RemunerationPolicy and level of fees
forthe Non-Executive Directors, within
the limits set out in the articles of
association. When doing so, an
individualis not allowed to participate
inthe discussions relating to their
ownremuneration.
The Policy table summarises the key
components of remuneration for the
Non-Executive Directors.

64 Carclo plc Annual report and accounts 2022
DIRECTORS’
REMUNERATIONREPORT
continued
Directors’ Remuneration Policy continued
Pay scenario charts
The graphs below provide estimates of the potential future reward opportunity for the two Executive Director positions for the
2022/23 financial year, and the potential split between different elements of remuneration under three different scenarios:
“Minimum”, “On target” and “Maximum” performance.
Minimum
Maximum
On target
Executive Chair
Minimum
Maximum
On target
Chief Financial Officer
48% 18%
100%
58%
21% 21%
34%
100%
100%
100% £225,000
£225,000
£225,000
£482,000
£400,000
£232,000
Basic salary, benefits and pension
Bonus
LTIP
Assumptions underlying each element of pay are provided in the table below. The projected value of the Carclo PSP excludes
theimpact of share price growth and dividend accrual. Actual pay delivered, however, will be influenced by these factors.
Minimum Fixed pay comprising base salary, benefits and pension
Base salary is the current base salary effective 1 April 2022
Benefits are the current benefits projected for the financial year ahead
Base salary Benefits Pension Total fixed
Name £000 £000 £000 £000
N Sanders
1
225 — — 225
P White 221 11 — 232
1. N Sanders receives a fixed salary only and is not entitled to any other benefits, bonus or LTIP.
On target Based on remuneration if performance was in line with expectations
Annual performance bonus for 40% – P White 40% of base salary
LTIP consists of threshold PSP vesting (25% for both absolute TSR and EPS
performancemeasures)
Maximum Based on maximum remuneration receivable
Annual performance bonus for 75% – P White 75% of base salary
LTIP assumes maximum PSP vesting (100% for both absolute TSR and EPS
performancemeasures)
Approach to remuneration upon recruitment
The remuneration package for any new permanent Executive Director – i.e. basic salary, benefits, pension, annual bonus and
long-term incentive awards – would be set in accordance with the terms of the Company’s prevailing approved Remuneration
Policy at the time of appointment and would reflect the experience of the individual. Annual bonus potential will be limited to
100% of salary for the Chief Executive (not currently applicable) and 75% of salary for the Chief Financial Officer. Under current
policy long-term incentives will be limited to 100% of salary in both cases (200% of salary in exceptional circumstances).
In addition to normal remuneration elements, the Committee may offer additional cash and/or share-based elements when it
considers these to be in the best interests of the Company (and therefore shareholders) to take account of remuneration
relinquished by a new Executive Director as a result of them leaving their former employer (“buyout” awards).
In making such buyout awards the Committee would take account of, where possible, the nature, time horizons and performance
requirements (including the likelihood of those conditions being met) of the forfeited awards. Any such “buyout” awards will
typically be made under the existing annual bonus and LTIP scheme, although in exceptional circumstances the Committee
mayexercise the discretion available under Listing Rule 9.4.2R to make awards using a different structure. Any “buyout” awards
would have a fair value no higher than the awards forfeited. Shareholders will be informed of any such payments at the time of
appointment.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
65Carclo plc Annual report and accounts 2022
For an internal Executive Director appointment, the Remuneration Committee will be consistent with the Policy adopted for
external appointees detailed above. Any variable pay element awarded in respect of the prior role may be allowed to pay out
according to its terms. Where an individual has contractual commitments made prior to their promotion to Executive Director
level, the Company will continue to honour these arrangements.
For external and internal appointments, the Committee may agree that the Company will meet certain relocation and/or incidental
expenses as appropriate.
In the case of hiring a new Non-Executive Director, a base fee in line with the prevailing fee schedule would be payable for Board
membership, with additional fees payable for additional services, such as chairing a Board Committee or being the Senior
Independent Director.
Service contracts
The Executive Directors are employed under contracts of employment with Carclo. The principal terms of the Executive Directors’
service contracts are as follows:
Effective date Notice period Notice period
Executive Director Position of contract from Company from Director
N Sanders Executive Chair 5 October 2020 6 months 6 months
P White Chief Financial Officer 1 March 2021 6 months 6 months
Non-Executive Directors are appointed under arrangements that may generally be terminated at will by either party without
compensation and their appointment is reviewed annually.
Letters of appointment are provided to the Non-Executive Directors. Non-Executive Directors have letters of appointment
effective for a period of three years and are subject to annual re-election at the AGM.
Directors’ letters of appointment and the unexpired period of their appointments (where appropriate after extension by
re-election) are set out below:
Unexpired Last
Date of most term as at Date re-appointment
Non-Executive Director recent letter 31 March 2022 of appointment at AGM
J Oatley 24 June 2021 To 2022 AGM 20 July 2018 2 September 2021
E Hutchinson 21 December 2020 To 2022 AGM 7 January 2021 2 September 2021
F Doorenbosch 11 January 2021 To 2022 AGM 1 February 2021 2 September 2021
Directors’ service contracts and letters of appointment are available for inspection at the Company’s registered office.
This section has been updated to reflect the position as at 24 June 2021 in respect of the Directors’ service contracts and letters
of appointment. The position as at the time the Remuneration Policy was approved is set out in the Remuneration Policy
which is available on the Company’s website.
Exit payment policy
The Company’s policy is to limit any payment made to a departing Director to contractual arrangements and to honour any
pre-established commitments. As part of this process, the Committee will take into consideration the Executive Director’s duty
tomitigate their loss.
It is Company policy that Executive service contracts should not normally contain notice periods of more than twelve months.
There are no provisions within the contracts to provide automatic payments in excess of payment in lieu of notice upon
termination by the Company and no predetermined compensation package exists in the event of termination of employment.
Payment in lieu of notice would include basic salary, pension contributions and benefits. There are no provisions for the payment
of liquidated damages.
Annual bonuses may be payable with respect to the period of the financial year served by the departing Executive with the
Committee ordinarily providing that such bonus will be pro-rated for time and paid at the normal payout date. Any share-based
entitlements granted to an Executive Director under the Company’s share plans will be determined based on the relevant plan rules.
The default treatment under the 2017 PSP is that any outstanding awards lapse on cessation of employment. However, in certain
prescribed circumstances, such as death, injury or disability or other circumstances at the discretion of the Committee, “good
leaver” status may be applied. For good leavers, awards will normally vest on the normal vesting date, albeit that the Committee
has the discretion to determine that the awards may vest at an earlier date. In determining the extent of any such vesting the
Committee will take account of the extent to which the relevant performance conditions have been satisfied and the proportion
of the performance period actually served.

66 Carclo plc Annual report and accounts 2022
DIRECTORS’
REMUNERATIONREPORT
continued
Directors’
Remuneration Policy
continued
Malus and clawback
Awards granted under the Company’s
Short-Term Incentive (“STI”) and PSP
schemes are subject to malus and
clawback provisions, enabling an
adjustment to an employee’s variable
pay awards if warranted by the
occurrence of a “trigger event”. The type
of events that may constitute a trigger
event are as follows:
•
circumstances justifying the summary
dismissal of an employee from his
office or employment with any
member of the Group including, but
not limited to, dishonesty, fraud,
misrepresentation or breach of trust;
•
circumstances where an employee
has participated in or is responsible
for conduct which resulted in
significant losses to any member of
the Group;
•
the Company has become aware of
any material wrongdoing on the part
of an employee;
•
an employee has acted in a manner
which in the opinion of the Board has
brought or is likely to bring any
member of the Group into material
dispute or is materially adverse to the
interests of any member of the Group;
•
any material breach of an employee’s
terms and conditions of employment,
or material breach of a fiduciary duty
owed to any member of the Group;
•
any material violation of Company
policy, rules or regulation, or a failure
to meet appropriate standards of
fitness and propriety;
•
any material failure of risk
management;
•
any other conduct which is considered
to be misconduct; or
•
the inaccurate reporting of any
accounts, financial data or such other
information resulting in such
accounts, financial data or other
information being, in the opinion of
the Remuneration Committee (acting
fairly and reasonably), either
materially corrected and/or requiring
any future accounts, financial data or
information having to include
write-downs, adjustments or other
corrective items in order to address
the inaccuracy.
The application of malus (i.e. partial or
full lapse of an unvested incentive
opportunity) will be possible over the
relevant performance period and holding
period; the application of clawback
(i.e.the partial or full repayment of a
vested-and-paid incentive award) will be
possible for a period of 18 months from
the end of the relevant performance
period.
The Remuneration Committee will
consider the most appropriate method
through which to apply an adjustment to
pay at its absolute discretion. In most
cases, the simplest approach would be in
the following sequence:
1. reduction of in-flight annual bonus
and/or PSP awards not yet
performance-tested (i.e. malus);
2. reduction of deferred bonus or vested
PSP (i.e. malus); and
3. request for the repayment of an
already-paid annual bonus and/or PSP
award (i.e. clawback).
An employee not in role at the time of
the trigger event should be excluded
from an adjustment except in the
instance where the severity of the event
warrants a collective adjustment across
the entire business area or Company
regardless of responsibility.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
67Carclo plc Annual report and accounts 2022
Annual Report on Remuneration
The following section provides details of how Carclo’s Remuneration Policy was implemented during the financial year ending
31March 2022.
Remuneration Committee membership in 2021/22
The Remuneration Committee currently comprises of J Oatley and E Hutchinson. The Committee is currently chaired by J Oatley.
D Toohey was a member and Chair of the Committee until 30 April 2021 when he stepped down from the Board. F Doorenbosch
was a member and Chair of the Committee until 6 June 2022.
The Committee met nine times during the financial year ended 31 March 2022 and individual Committee members attended all
meetings held during the year under review.
During the year, the Committee sought internal support from the Executive Chair and Chief Financial Officer who attended
Committee meetings by invitation from the Remuneration Committee Chair, to advise on specific questions raised by the
Committee and on matters relating to the performance and remuneration of senior managers. The Executive Chair and Chief
Financial Officer were not present for any discussions that related directly to their own remuneration. The Company Secretary
attended each meeting as Secretary to the Committee.
Independent advice
In undertaking its responsibilities, the Committee seeks independent external advice as necessary. During the year, the
Committee undertook a selection process for new advisors. Ellason LLP were selected and provided advice from 3December2021.
Ellason LLP has no connection with any individual Director. Prior to that, Mercer Limited provided advice.
During the year £7,200 fees were paid to Mercer Limited in respect of general advice around levels of Executive remuneration.
During the year £25,086 fees were paid to Ellason LLP in respect of general advice around levels of Executive remuneration.
Summary of shareholder voting on remuneration matters
The following table shows the results of the shareholder vote on the 2020/21 remuneration report at the 2021 AGM:
Total number % of
of votes votes cast
For (including discretionary) 16,922,743 98.89
Against 189,462 1.11
Total votes cast (excluding withheld votes) 17,112,205 100.00
Votes withheld 4,590
Total votes cast (including withheld votes) 17,116,795
The following table shows the results of the shareholder vote on the Remuneration Policy at the 2021 AGM:
Total number % of
of votes votes cast
For (including discretionary) 16,119,471 94.26
Against 980,956 5.74
Total votes cast (excluding withheld votes) 17,100,427 100.00
Votes withheld 16,368
Total votes cast (including withheld votes) 17,116,795

68 Carclo plc Annual report and accounts 2022
DIRECTORS’
REMUNERATIONREPORT
continued
Annual Report on Remuneration continued
N Sanders – remuneration details
N Sanders was appointed as Executive Chair on 5 October 2020.
The terms of his appointment can be summarised as follows:
•
annual salary of £150,000; and
•
no entitlement to bonus, LTIP awards, pension contributions or other benefits.
P White – remuneration details
P White was appointed as Chief Financial Officer on 1 March 2021.
The terms of his appointment can be summarised as follows:
•
annual salary of £215,000;
•
annual car allowance and private medical insurance;
•
no entitlement to pension contributions;
•
eligible to receive a cash bonus up to 75% of salary (with payment of 33% of any bonus earned deferred by two years); and
•
eligible to receive PSP awards up to 100% of salary.
Single total figure of remuneration for Executive Directors (audited)
The table below sets out a single figure for the total remuneration received by each Executive Director for the year ended
31March2022 and the prior year:
LTI P
Payment and other
for loss Annual
share-based Tota l Total
Salary of office Benefits
1
bonus payments Pension
2
fixed variable Total
Name £000 £000 £000 £000 £000 £000 £000 £000 £000
N Sanders
3
2022 150 N/A N/A N/A N/A N/A 150 N/A 150
2021 74 N/A N/A N/A N/A N/A 74 N/A 74
P White
4
2022 215 N/A 11 45 N/A N/A 215 56 271
2021 18 N/A 1 13 N/A N/A 18 14 32
A Collins
5
2022 N/A N/A N/A N/A N/A N/A N/A N/A N/A
2021 247 N/A N/A N/A N/A N/A 247 N/A 247
M Durkin-Jones
6
2022 N/A N/A N/A N/A N/A N/A N/A N/A N/A
2021 167 N/A N/A N/A N/A N/A 167 N/A 167
1. Benefits comprise private medical cover, travel and car allowance.
2. Payment in lieu of pension contributions are in line with the Remuneration Policy.
3. N Sanders’ 2021 salary relates to the period from 5 October 2020 when appointed as Executive Chair.
4. P White’s 2021 salary, benefits and annual bonus relate to the period from 1 March 2021 to 31 March 2021. The salary payment of the interim
ChiefFinancial Officer for P White from 16 December 2020 to 28 February 2021 is not included as this appointment was not a Board appointment.
5. A. Collins’ 2021 salary relates to the period to 5 November 2020 when he left the Group.
6. M Durkin-Jones’ 2021 salary relates to the period to 17 December 2020 when he left the Group.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
69Carclo plc Annual report and accounts 2022
Single total figure of remuneration for Non‑Executive Directors (audited)
The table below sets out a single figure for the total remuneration received by each Non-Executive Director for the year ended
31March 2022 and the prior year:
Base fee £ Committee fees £ Total £
Non-Executive Director 2022 2021 2022 2021 2022 2021
J Oatley
1
48,000 55,164 N/A 1,662 48,000 56,826
E Hutchinson
2
38,000 8,819 7,000 583 45,000 9,402
F Doorenbosch
3
38,000 6,333 6,417 N/A 44,417 6,333
P Slabbert
4
N/A 34,930 N/A 6,477 N/A 41,407
D Toohey
5
3,167 34,930 583 5,454 3,750 40,384
N Sanders
6
N/A 5,370 N/A N/A N/A 5,370
1. J Oatley acted as Remuneration Committee Chair until 27 April 2020. J Oatley acted as Non-Executive Chair for the period 27 April 2020 to
30September 2020 and as Senior Independent Director from 30 September 2020.
2. E Hutchinson was appointed as a Non-Executive Director on 7 January 2021 and assumed the role of Audit Committee Chair from 1 March 2021.
3. F Doorenbosch was appointed as a Non-Executive Director on 1 February 2021 and assumed the role of Remuneration Committee Chair from
30April 2021.
4. P Slabbert acted as Senior Independent Director until 30 September 2021 and Audit Committee Chair until 1 March 2021. P Slabbert stood down
from the Board on 31 March 2021.
5. D Toohey acted as Remuneration Committee Chair from 27 April 2020. D Toohey stood down from the Board and as Remuneration Committee
Chair on 30 April 2021.
6. N Sanders acted as Non-Executive Director and Chair elect from 18 August 2020 to 30 September 2020 and acted as Non-Executive Chair from
30September 2020 to 5 October 2020, when he was elected as Executive Chair.
Incentive outcomes for the year ended 31 March 2022 (audited)
Annual performance bonus outcome 2021/22
Outcome Maximum
% salary potential % salary
Name Financial Payable Financial Payable
P White 75.00 21.00 75.00 28.00
The detailed financial performance targets applicable to the 2021/22 annual bonus arrangements were as follows:
To achieve and exceed the Group’s underlying EBITDA (50% weighted) and Working Capital Cash Flow targets (50% weighted).
In respect of underlying EBITDA, to achieve the minimum threshold under this financial performance target the Group was
required to achieve £12,283,000. To achieve the maximum threshold the Group was required to achieve £15,515,000. The actual
performance achieved against this target was £14,138,000.
Turning to working capital cash flow, to achieve the minimum threshold under this financial performance target the Group was
required to achieve £277,000. To achieve the maximum threshold the Group was required to achieve £3,244,000. The actual
performance achieved against this target was £(3,595,000).
Consequently 28% of the total potential annual bonus was achieved in respect of the aggregate of both financial performance
targets.
P White, who participated in the 2021/22 annual bonus scheme, will receive a bonus of £45,150, 33% payment of which will be
deferred for two years in accordance with the Directors’ Remuneration Policy.
N Sanders did not participate in the 2021/22 annual bonus scheme.

70 Carclo plc Annual report and accounts 2022
DIRECTORS’
REMUNERATIONREPORT
continued
Annual Report on Remuneration continued
Scheme interests awarded in the year ended 31 March 2022 (audited)
2021/22 LTIP
Shares subject
to awards made Share price at Face value at
Executive Director Date of grant during the year date of award date of award
P White 5 August 2021 386,778 41.6p £160,900
Awards take the form of conditional share awards and were made to the extent of 80% of salary in respect of P White.
The extent to which awards granted in the year ending 31 March 2022 will vest is dependent on two independent performance
conditions, with 50% determined by reference to the Company’s absolute TSR and 50% determined by reference to the
Company’s EPS, as follows:
The TSR element:
The performance period is the period commencing on the grant date and ending on the vesting date, which will be the third
anniversary of the grant date.
The TSR performance condition will be based on the Company’s TSR as at the end of the performance period, as follows:
•
if TSR is 70 pence or less, the TSR Award will not vest to any extent;
•
if TSR is 90 pence or above, the TSR Award will vest in full; and
•
if TSR falls between 70 pence and 90 pence, a proportion of the TSR Award will vest, calculated by straight-line apportionment.
The measurement period relates to the period of 30 days preceding the third anniversary of the grant date, using the average daily
closing share price calculated from that date and ending on the last dealing day before the vesting date.
This also includes any gross dividends paid in respect of the shares between the grant date and the vesting date reinvested on the
relevant payment date at the average of the high and low share prices on that date.
The EPS element:
The performance period is the period of three financial years of the Company between 1 April 2021 and 31 March 2024.
The EPS performance condition will be based on the Company’s EPS for the last financial year of the performance period
(thefinancial year ending 31 March 2024), as follows:
•
if EPS is 6.0 pence or less, the EPS Award will not vest to any extent;
•
if EPS is 8.0 pence or above, the EPS Award will vest in full; and
•
if EPS falls between 6.0 pence and 8.0 pence, a proportion of the EPS Award will vest, calculated by straight-line apportionment.
The award to P White is conditional upon continued service, will normally vest after three years and is subject to a further two-year
holding period.
Implementation of Remuneration Policy for the year ending 31 March 2023
A summary of how the Directors’ Remuneration Policy will be applied during the year ending 31 March 2023 is set out below:
Basic salary
Executive Directors’ base salaries.
2022/23 2021/22 % increase
N Sanders £225,000 £150,000 50
P White £221,450 £215,000 3
The Company has required N Sanders to increase his time commitment to the business and has adjusted his salary accordingly
sothat there is no change to his per diem salary.
Below Executive Director level, basic pay increases are limited to minimal cost of living adjustments, typically in the range
0%to9.0%, apart from cases of local statutory requirements, promotions, increases in scope or other exceptional reasons.
Pension arrangements
N Sanders and P White do not receive employer pension contributions.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
71Carclo plc Annual report and accounts 2022
Annual bonus
Currently, the Executive Chair has no annual bonus entitlement.
In line with the Directors’ Remuneration Policy it is anticipated that the maximum bonus potential for the year ending
31March2023 will be 75% of salary for the CFO. It is likely that all of the bonus will be based on financial measures, which will
include underlying EBITDA and Operating Cash Flow measures, equally weighted. In recognition of the importance of safety to the
business, the Company has included a safety performance measure for the 2022/23 financial year. The Remuneration Committee
reserves discretion over agreeing some element of personal objective should that be deemed to be in the best interests of the
Company and shareholders. Maximum bonus will only be payable when the financial results of the Group significantly exceed
expectations and any bonus will be payable only if, in the opinion of the Remuneration Committee, there is an improvement in the
underlying financial and operating performance of the Group during the year ending 31 March 2023. Clawback and malus provisions
will apply for all Executive Directors. Payment of 33% of any bonus earned by an Executive Director is subject to deferral for two
years.
Proposed target levels have been set to be challenging relative to the 2022/23 business plan, although specific targets are deemed
to be commercially sensitive and will not be published until such time that the Committee is confident there will be no adverse
impact on the Company of such disclosure. At this time the Committee believes that the disclosure of targets in the year following
the determination of bonuses is appropriate as disclosed above.
Long‑term incentives
N Sanders, in line with his service agreement, will not receive a grant of awards under the PSP.
In line with the Directors’ Remuneration Policy it is anticipated that the value of the PSP grant to be made to the CFO for the year
ending 31 March 2023 will not exceed 100% of salary. It is expected that the PSP vesting criteria will be based on the performance
over the three years ended 31 March 2025 and metrics of 50% earnings per share and 50% absolute TSR.
As noted previously, following the work carried out by the Remuneration Committee in 2021/22, the Remuneration Committee
hasdetermined that the LTIP is currently fit for purpose.
The Committee believes the scheme works closely in aligning Executive Directors’ long-term interests with those of the Company
and the shareholders. As set out in the Directors’ Remuneration Policy, awards will be subject to malus and clawback provisions,
and a requirement to hold the shares subject to awards for five years from date of grant except in exceptional circumstances or to
pay any tax liability arising on vesting.
Non‑Executive Directors
The Company’s approach to Non-Executive Directors’ remuneration is set by the Board with account taken of the time and
responsibility involved in each role, including, where applicable, the chairpersonship of Board Committees. A summary of current
fees is shown in the table below.
Fee levels for the 2022/23 financial year can be summarised as follows:
Provision 2022/23 2021/22 % increase
Base fee £38,000 £38,000 0
Senior Independent Director fee £10,000 £10,000 0
Committee Chair fees £7,000 £7,000 0

72 Carclo plc Annual report and accounts 2022
DIRECTORS’
REMUNERATIONREPORT
continued
Annual Report on Remuneration continued
Percentage change in Directors’ remuneration
The table below shows the percentage change in each Director’s salary/fees, bonus and benefits between the financial year ended
31 March 2021 and 31 March 2022 compared to that of the total amounts for all UK employees of the Group for each of these
elements of pay. Disclosure for all Directors in addition to the CEO has been added in the prior year in line with the new
requirements under the EU Shareholder Rights Directive II and over time a five-year comparison will be built up.
Percentage change from 2020/21 to 2021/22:
Salary/fee Benefits Bonus
Executive Chair
N Sanders 0% N/A N/A
Executive Directors
P White 0% 0% (72.0)%
Non‑Executive Directors
J Oatley 22.23% N/A N/A
E Hutchinson 0% N/A N/A
F Doorenbosch 0% N/A N/A
Average percentage increase for UK employees 2.9% 19.4% (54.1)%
Percentage change from 2019/20 to 2020/21:
Salary/fee Benefits Bonus
Executive Chair
N Sanders — N/A N/A
Executive Directors
P White — — —
A Collins (interim CEO) 0% N/A N/A
M Durkin-Jones 0% N/A N/A
Non‑Executive Directors
J Oatley 0% N/A N/A
E Hutchinson — N/A N/A
F Doorenbosch — N/A N/A
P Slabbert 0% N/A N/A
D Toohey 0% N/A N/A
Average percentage increase for UK employees 3.4% 0% 720%
UK employees have been selected as the most appropriate comparator pool, given the largest number of Group employees and
the Group’s headquarters are located in the UK.
The bonus figures are for UK-based employees who participate in a bonus arrangement.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
73Carclo plc Annual report and accounts 2022
Relative importance of spend on pay
The table below shows the Group’s actual expenditure on pay (for all employees) relative to retained profits for the financial years
ending 31 March 2021 and 31 March 2022.
2022 2021
£000 £000 % change
Staff costs 34,971 31,554 10.8%
Retained profit 5,799 7,412 (21.8)%
Number Number % change
Number of employees 1,062 1,048 1.3%
Relative performance
The graph below compares the value of £100 invested in Carclo shares, including reinvested dividends, with the FTSE Small Cap
index over the last ten years. This index was selected because it is considered to be the most appropriate against which the total
shareholder return of Carclo plc should be measured.
0
200
Apr 21 Apr 22Apr 20Apr 19Apr 18Apr 17Apr 16Apr 15Apr 14Apr 13Apr 12Apr 11Apr 10Apr 09
300
400
500
Carclo
FTSE Small Cap ex-ITs
600
100
Table of historical data (Chief Executive/Executive Chair)
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Chief Executive single figure
of remuneration (£000) 491 249 2,764 328 538 462 836 449 325 270 321 150
Annual bonus payout
(as % of maximum) — — — — 71 21 96 — — — — —
PSP vesting
(as % of maximum) 50 50 100 — — 50 50 32.5 — — — —
Figures for 2011 to 2013 relate to I Williamson who was succeeded as Chief Executive by C Malley on 27 March 2013. C Malley
resigned as Chief Executive and stood down from the Board on 11 January 2019. M Rollins assumed the role of Executive Chair
untilA Collins was appointed as new interim Chief Executive on 1 October 2019. Consequently, the full-year data is a combination
of both, reflecting the period in which they each acted as Chief Executive. A Collins left the Group on 5 November 2020, however
acted as CEO until 5 October 2020, and N Sanders assumed the role of Executive Chair on 5 October 2020. Consequently, the
full-year data for 2021 is a combination of both, reflecting the period in which N Sanders acted in the position of Executive
Chairand up to and including the leaving date for A Collins.

74 Carclo plc Annual report and accounts 2022
DIRECTORS’
REMUNERATIONREPORT
continued
Annual Report on Remuneration continued
Chief Executive/Executive Chair pay ratio reporting
Outlined below is the ratio of the Chief Executive/Executive Chair’s single figure of total remuneration for 2021/22 expressed as
amultiple of total remuneration for UK employees.
The three ratios referenced below are calculated by reference to the employees at the 25th, 50th and 75th percentile.
Weadditionally disclose the total pay and benefits and base salary of the employees used to calculate the ratios.
In time, the table below will build to represent ten years of data:
25th 75th
percentile Median percentile
Financial year Method pay ratio pay ratio pay ratio
2021/22 Option A 7 : 1 6 : 1 4 : 1
2020/21 Option A 15 : 1 13 : 1 8 : 1
2019/20 Option A 12 : 1 10 : 1 7 : 1
Full-year pay data for the 2021/22 financial year has been used to calculate the ratios.
In order to aid comparison between 2020/21 and 2021/22, the following table includes pay data only in respect of N Sanders as
Executive Chair from the date of appointment on 5 October 2020 until 31 March 2021:
25th 75th
percentile Median percentile
Financial year Method pay ratio pay ratio pay ratio
2020/21 Option A 7 : 1 6 : 1 4 : 1
The employee data used to calculate the ratios is as follows:
25th 75th
percentile Median percentile
Total pay and benefits £22,655 £27,024 £41,279
Base salary £21,357 £25,908 £38,754
Of the three options set out in the new legislation for calculating the Chief Executive/Executive Chair pay ratio, we have opted to
use Option A to calculate the pay ratio.
As required in the regulations, we confirm our belief that the median pay ratio for the year is consistent with the Company’s wider
pay, reward and progression policies affecting our employees. Our pay reflects the key market in which we operate. We also
continue to support our colleagues in an environment that is driven by our core culture and values.
Changes to the basic salary of our Chief Executive/Executive Chair have consistently been in line with the base pay award given
toour employees over the last five years.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
75Carclo plc Annual report and accounts 2022
Directors’ interests (audited)
The interests of the Directors and their connected persons in the ordinary shares of the Company as at 31 March 2022 were
asfollows:
31 March 2021 31 March 2020
Ordinary Ordinary
shares Options shares Options
D Toohey
1
— — — —
J Oatley — — — —
N Sanders 592,231 — 369,356 N/A
E Hutchinson 192,118 — 192,118 N/A
F Doorenbosch 203,958 — 203,958 N/A
P White 74,278 386,778 — N/A
1. D Toohey stepped down from the Board on 1 April 2021.
There have been no changes in the Directors’ interests since the year end.
Directors’ shareholding requirement (audited)
The table below shows the shareholding of each Executive Director against their respective shareholding requirement as at
31March 2022:
Shares held
Vested but Unvested
Owned subject to and subject Shareholding Current Prior year
outright holding to vesting requirement shareholding shareholding
Director or vested period conditions (% salary) (% salary) (% salary)
N Sanders 592,231 — — 100 106.67 40.0
P White 74,278 — 386,778 100 14.04 0.0
All of N Sanders and P White’s shares owned outright are as a result of market purchases made since appointment to the Board.
Directors’ interests in shares in Carclo long‑term incentive plans (audited)
As described above, P White was granted a conditional award of 386,778 shares on 5 August 2021 under the Carclo plc 2017
Performance Share Plan.
Approval of the Directors’ remuneration report
The Directors’ remuneration report set out on pages 57 to 75 was approved by the Board of Directors on 29 June 2022 and signed
on its behalf by Joe Oatley, Chair of the Remuneration Committee.
Joe Oatley
Chair of the Remuneration Committee
29 June 2022

76 Carclo plc Annual report and accounts 2022
DIRECTORS’ REPORT
The Directors’ report is required to be
produced by law. Pages 76 to 79 inclusive
(together with the sections of the annual
report incorporated into these pages by
reference) constitute a Directors’ report
that has been drawn up and presented in
accordance with applicable law. The
Directors’ report also includes certain
disclosures that the Company is required
to make by the Financial Conduct
Authority’s Disclosure Guidance and
Transparency Rules and Listing Rules.
Strategic report
The strategic report required by the
Companies Act 2006 can be found on
pages 01 to 40. This report, together
with the Chair’s statement on pages 4
to9, sets out the Company’s business
model and strategy, contains a review of
the business and describes the
development and performance of the
Group’s business during the financial year
and its position at the end of the year.
Italso contains on pages 31 to 38 a
description of the principal risks and
uncertainties facing the Group.
The Directors who served throughout
the year can be found in the Chair’s
statement on page 6.
FCA’s Disclosure Guidance
andTransparency Rules
For the purposes of the Financial
Conduct Authority’s Disclosure Guidance
and Transparency Rules (DTR 4.1.5R (2)
and DTR 4.1.8R), this Directors’ report,
the strategic report on pages 01 to 40
andthe Chair’s statement on pages 4
to9 together comprise the
“management report”.
Statement of corporate
governance
The statement of corporate governance
on pages 46 to 49 provides the corporate
governance statement required by the
Financial Conduct Authority’s Disclosure
Guidance and Transparency Rules (DTR
7.2.1). The statement of corporate
governance forms part of this Directors’
report and is incorporated into it by
cross-reference.
Going concern
The financial statements are prepared on
the going concern basis.
Group performance during the year has
enabled capital and working capital
investment to be made whilst retaining a
stable financial position with net debt
excluding lease liabilities as of
31March2022 increasing to £21.5 million
(2021: £20.5 million).
The debt facilities available to the Group
comprise a term loan of £30.3 million, of
which £1.4 million will be amortised by
30September 2022 and a £3.5 million
revolving credit facility which was fully
utilised as of 31 March 2022. Both of
these facilities mature on 31 July 2023.
A schedule of contributions with the
pension trustees is in place through to
July 2023; beyond this a schedule of
contributions for £3.5 million annually is
in place until 31 October 2040.
This schedule is reviewed and
reconsidered between the Company
and the trustees at each triennial
actuarial valuation, the next being after
the results of the 31 March 2021 triennial
valuation are known. This valuation, and
accordingly an updated schedule of
contributions which has been
provisionally agreed, is expected to be
concluded by 31 July 2022. For the
purposes of this going concern review
the extant schedule of contributions
has been considered in the base case.
An intercreditor deed between Carclo
plc, certain other Group companies, the
bank and the pension scheme trustees
requires the Group to have refinanced its
bank debt with a maturity date not earlier
than 31 March 2026 and to have agreed
an updated schedule of contributions for
the actuarial valuation of the scheme as
at 31 March 2021 by 31 July 2022 (this
date having been recently extended by
one month).
The Group, the bank and the pension
scheme trustees are actively engaged in
negotiations over the refinancing of the
bank debt beyond the current expiry date
of 31 July 2023 and over the updated
schedule of contributions. The parties
are committed to a plan to finalise these
by 31 July 2022 and the Directors have an
expectation that this will be achieved.
As such the Directors’ going concern
assessment period is twelve months
from the date of signing these financial
statements.
The bank facilities are subject to four
covenants to be tested on a quarterly
basis:
1. underlying interest cover;
2. net debt to underlying EBITDA;
3. core subsidiary underlying EBITA; and
4. core subsidiary revenue.
Core subsidiaries are defined as Carclo
Technical Plastics Limited; Bruntons Aero
Products Limited; Carclo Technical
Plastics (Brno) s.r.o; CTP Carrera Inc and
Jacottet Industrie SAS, with CTP Taicang
Co. Ltd and Carclo Technical Plastics
Private Co. Limited being treated as
non-core for the purposes of these
covenants.
It is assumed that the bank covenants
and thresholds set out in the current
banking agreement are in place
throughout the going concern
assessment period and are not amended
as a result of the ongoing refinancing.
Based on our current base case
forecasts, these covenant tests are
expected to be met throughout the
assessment period.
In addition, the pension scheme has the
benefit of a fifth covenant to be tested on
1 May each year up to and including 2023.
In respect to the years to 31 March 2022
and 31 March 2023 the test requires any
shortfall of pension deficit recovery
contributions when measured against
Pension Protection Fund priority drift
(which is a measure of the increase in the
UK Pension Protection Fund’s potential
exposure to the Group’s pension scheme
liabilities) to be met by a combination of
cash payments to the scheme, plus a
notional (non-cash) proportion of the
increase in the underlying value of the
Technical Plastics and Aerospace
businesses based on an EBITDA multiple
for those businesses which is to be
determined annually.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
77Carclo plc Annual report and accounts 2022
The Directors have reviewed cash flow
and covenant forecasts to cover the
twelve-month period from the date of
signing these financial statements taking
into account the Group’s available debt
facilities and the terms of the current
arrangements with the bank and the
pension scheme. These demonstrate
that the Group has sufficient headroom
in terms of liquidity and covenant testing
through the forecast period.
In addition the Directors have reviewed
cash flow and covenant forecasts for the
same time period based on
management’s best estimates of the
impact of the ongoing negotiations on
facilities and pension contributions which
includes currently uncommitted bank
loan repayments and provisionally
agreed additional pension deficit
recovery contributions contingent on
future performance. These demonstrate
that the Group has sufficient headroom
in terms of liquidity and covenant testing
through the forecast period.
The Directors have reviewed sensitivity
testing based on a number of reasonably
possible scenarios, taking into account
the current view of impacts of the
continuing COVID-19 pandemic on the
Group (particularly from supply chain
disruption and any unmitigated cost
inflation across all types of operational
expenditure) and possible political
uncertainty, including the impact of
theRussian invasion of Ukraine and
heightened risk of wider conflict, Brexit
and other possible overseas trading
issues.
Severe downside sensitivity testing has
been performed under a range of
scenarios modelling the financial effects
of loss of business from: discrete sites,
an overall fall in gross margin of 1%
across the Group, a fall in Group sales of
5% matched by a corresponding fall in
cost of sales of the same amount, delays
in the timing of commencement of
significant contractual projects,
reduction in revenue from specific
customers, minimum wage increases,
and unmitigated inflationary impact
across operating costs and exchange
risk. These sensitivities attempt to
incorporate the risks arising from national
and regional impacts of the global
pandemic from local lockdowns, impacts
on manufacturing and supply chain and
other potential increases to direct and
indirect costs. The Directors consider
that the Group has the capacity to take
mitigating actions to ensure that the
Group remains financially viable,
including further reducing operating
expenditure as necessary.
On the basis of this forecast and
sensitivity testing, the Board has
determined that it is reasonable to
assume that the Group will continue to
operate within the facilities available to it
and to adhere to the covenant tests to
which it is subject throughout the
twelve-month period from the date of
signing the financial statements and as
such it has adopted the going concern
assumption in preparing the financial
statements.
Profits and earnings
The profit from continuing operations of
the Group before taxation, after charging
net interest of £3.0 million (2021:
£2.7million), amounted to £5.9 million
compared with £6.7 million for the
previous year. After taxation, the
earnings from continuing operations per
ordinary 5 pence share was a profit of
7.0pence compared with 8.5pence for
the previous year.
Statutory profits of the Group amounted
to £5.8 million compared with £7.4million
for the previous year. After taxation, the
earnings from all operations per ordinary
5 pence share was a profit of 7.9 pence
compared with 10.1pence for the
previous year.
Dividend
In accordance with the provisions of
therefinancing agreement signed in
August2020, the business is not
currently permitted to pay dividends.
TheBoard is therefore not
recommending the payment of a
dividend for 2021/22 (2020/21: £nil).
Post balance sheet events
On 29 April 2022, subsequent to the
balance sheet date, the Group entered
into a sale and leaseback agreement for a
Technical Plastics manufacturing site at
Tucson, Arizona, USA. The transaction is
expected to complete in July 2022 for a
purchase price of $2.95 million less costs
of $0.2 million. A lease term of nine years
has been agreed and grants the Group
the right to cancel any time after three
years, provided twelve months’ notice is
given. At 31 March 2022 there is no
reasonable certainty that the Group
willexercise the break clause. The Group
expects to recognise a profit on disposal
in respect of the site of £0.6 million in the
year ending 31March2023.

78 Carclo plc Annual report and accounts 2022
DIRECTORS’ REPORT continued
Share capital
At 31 March 2022, the Company’s issued
share capital comprised 73,419,193
ordinary shares of 5 pence each. Details
of the changes in issued share capital
during the year are set out in note 27 to
the accounts. The information in note 27
is incorporated into this Directors’ report
by reference and is deemed to form part
of this report.
Each share carries equal rights to
dividends, voting and return of capital on
the winding up of the Company as set
out in the Company’s articles of
association. There are no restrictions on
the transfer of securities in the Company
and there are no restrictions on voting
rights or deadlines, other than those
prescribed by law or by the articles of
association, nor is the Company aware of
any arrangement between holders of its
shares which may result in restrictions on
the transfer of securities or voting rights.
Share capital authorities
The Directors were granted a general
authority at the 2021 Annual General
Meeting (the “2021 AGM”) to allot shares
in the capital of the Company up to an
aggregate nominal value of £1,211,417
(representing approximately 33% of the
issued share capital prior to the 2021
AGM). This authority is due to lapse at
the Annual General Meeting in 2022
(the“2022 AGM”).
At the 2021 AGM the Directors also
requested authority to allot shares for
cash on a non-pre-emptive basis in any
circumstances up to a maximum
aggregate nominal amount of £183,548
(representing approximately 5% of the
issued share capital prior to the 2021
AGM) and to purchase up to 10% of the
Company’s issued ordinary shares in
themarket.
All of the above share capital authority
resolutions will be proposed for renewal
of authority at the 2022 AGM.
Change of control
There are no significant agreements to
which the Company is a party that take
effect, alter or terminate on a change of
control following a takeover bid, nor are
there any agreements between the
Company and its Directors or employees
providing for compensation for loss of
office or employment (whether through
resignation, purported redundancy or
otherwise) that occurs because of a
takeover bid.
Amendment of articles
ofassociation
The Company’s articles of association
may only be amended by special
resolution of the shareholders at a
general meeting.
Appointment and replacement
of Directors
The Company’s articles of association
provide that the number of Directors
shall be not more than twelve and not
fewer than four, unless otherwise
determined by the Company by ordinary
resolution. Directors may be appointed
by an ordinary resolution of the
shareholders or by a resolution of
theBoard.
A Director appointed by the Board during
the year must retire at the first Annual
General Meeting following his or her
appointment and such Director is eligible
to offer him or herself for election by the
Company’s shareholders.
Additionally, the Company’s articles of
association provide that each of the
Directors who are subject to retirement
by rotation shall retire from office at each
Annual General Meeting. A Director who
retires at an Annual General Meeting may
be re-elected by the shareholders.
In line with the Company’s articles of
association and the UK Corporate
Governance Code, all Directors retired
and presented themselves for re-election
at the 2021 AGM.
In addition to the statutory power, a
Director may be removed by ordinary
resolution of the shareholders.
Thearticles also set out the
circumstances when a Director must
leave office. Theseinclude where a
Director resigns, becomes bankrupt,
isabsent from the business without
permission or where a Director is
removed by notice signed by a requisite
number of remaining Directors.
Political donations
andexpenditure
No political donations were made, nor
was political expenditure incurred during
the financial year.
Financial instruments
Information on the Group’s financial risk
management objectives and policies and
its exposure to credit risk, interest risk,
liquidity risk and foreign currency risk can
be found in note 29. Such information is
incorporated into this Directors’ report
by reference and is deemed to form part
of this report.
Employment policies
The Group’s policies as regards the
employment of disabled persons and a
description of actions the Group has
taken to encourage greater employee
involvement in the business are set out
on page 20. Such information is
incorporated into this Directors’ report
by reference and is deemed to form part
of this report.
Greenhouse gas emissions
andenergy consumption
Information on greenhouse gas
emissions and energy consumption
required to be disclosed in this Directors’
report is set out on pages 24 and 25.
Such information is incorporated into this
Directors’ report by reference and is
deemed to form part of this report.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
79Carclo plc Annual report and accounts 2022
Engagement with employees, suppliers and customers
Information on engagement with employees, suppliers and customers are required to be disclosed in this Directors’ report and are
set out under the s.172 statement on pages 14 and 15. Such information is incorporated into this Directors’ report by reference and
is deemed to form part of this report.
Research and development andfuture development
Information on future development required to be disclosed in this Directors’ report is set out on page 9. Such information is
incorporated into this Directors’ report by reference and is deemed to form part of this report.
Substantial shareholdings
At the date of approval of the 2021/22 annual report and accounts, the Company had received notification of the following
shareholdings in excess of 3% of its issued share capital pursuant to the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority as at 31 March 2022 and 29 June 2022:
As at As at
29 June 31 March
2022 2022
Schroder Investment Management Limited 12.0% 12.0%
Janus Henderson Investors 9.8% 9.8%
Lakestreet Capital Partners AG Below 3% Below 3%
Directors and Directors’
interests
The Directors at the date of this
Directors’ report are listed on pages 44
and 45. David Toohey stepped down as a
Non-Executive Director on 30 April 2021.
No other person served as a Director of
the Company at any time during the
financial year.
Additional information relating to
Directors’ remuneration and interests in
the ordinary share capital of the
Company are included in the Directors’
remuneration report on pages 57 to 75.
Biographies of Directors
The biographies of Directors required to
be disclosed in this Directors’ report are
set out on pages 44 and 45. Such
information is incorporated into this
Directors’ report by reference and is
deemed to form part of this report.
Directors’ indemnities
The Company’s articles of association
permit the Company to indemnify any
Director or any Director of any associated
company against any liability pursuant to
any qualifying third-party indemnity
provision or any qualifying pension
scheme indemnity provision, or on any
other lawful basis.
The indemnity provisions entered into by
the Company in favour of all the
Directors were in force during the year
and continue to be in force at the date
the Directors’ report is approved.
TheCompany also takes out insurance
covering claims against the Directors or
officers of the Company and any
associated company and this insurance
provides cover in respect of some of the
Company’s liabilities under the indemnity
provisions.
Disclosure of information
toauditor
In accordance with Section 418(2) of the
Companies Act 2006, the Directors who
held office at the date of approval of this
Directors’ report confirm that, so far as
they are each aware, there is no relevant
audit information of which the
Company’s auditor is unaware; and each
Director has taken all the steps that he
ought to have taken as a Director to
make himself aware of any relevant audit
information and to establish that the
Company’s auditor is aware of that
information.
Information required by
LR9.8.4R
There is no additional information
required to be disclosed under LR 9.8.4R
other than that disclosed in the Directors’
remuneration report.
By order of the Board
Angie Wakes
Secretary
29 June 2022

80 Carclo plc Annual report and accounts 2022
The Directors are responsible for preparing the annual report
and the Group and parent company financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and
parent company financial statements for each financial year.
Under that law they are required to prepare the Group financial
statements in accordance with International Financial Reporting
Standards as adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European Union (“Adopted IFRSs”)
and have elected to prepare the parent company financial
statements in accordance with UK accounting standards,
including FRS 101 Reduced Disclosure Framework.
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 parent
company and of their profit or loss for that period. In preparing
each of the Group and parent company financial statements,
the Directors are required to:
•
select suitable accounting policies and then apply them
consistently;
•
make judgements and estimates that are reasonable,
relevant, reliable and prudent;
•
for the Group financial statements, state whether they
havebeen prepared in accordance with IFRSs as adopted
bythe EU;
•
for the parent company financial statements, state whether
applicable UK accounting standards have been followed,
subject to any material departures disclosed and explained
in the parent company financial statements;
•
assess the Group and parent company’s ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern; and
•
use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent company or to
cease operations or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the parent
company’s transactions and disclose with reasonable accuracy
at any time the finance position of the parent company and
enable them to ensure that its financial statements comply with
the Companies Act 2006. They are responsible for such internal
control as they determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to
them to safeguard the assets of the Group and to prevent and
detect fraud and other irregularities.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Under applicable law and regulations, the Directors are also
responsible for preparing a strategic report, Directors’ report,
Directors’ remuneration report and statement of corporate
governance that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
Responsibility statement of the Directors
inrespectof the annual financial report
The Directors as at the date of this report, whose names and
functions are set out on pages 44 and 45, confirm that to the
best of their knowledge:
•
the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair
view of the assets, liabilities, the financial position and profit
or loss of the Company and the undertakings included in the
consolidation taken as a whole; and
•
the strategic report includes a fair review of the
development and performance of the business and the
position of the issuer and the undertakings included in the
consolidation taken as a whole, together with a description
of the principal risks and uncertainties that they face.
We consider the annual report and accounts, taken as a
whole,is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
By order of the Board
Nick Sanders
Executive Chair
29 June 2022

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
81Carclo plc Annual report and accounts 2022
Opinion
We have audited the financial statements of Carclo plc (the
‘Parent Company’) and its subsidiaries (the ‘Group’) for the year
ended 31 March 2022 which comprise the Consolidated Income
Statement, Consolidated Statement of Comprehensive Income,
Consolidated Statement of Financial Position, Consolidated
Statement of Changes in Equity, Consolidated Statement of
Cash Flows, Company Balance Sheet, Company Statement of
Changes in Equity and notes to the financial statements,
including a summary of significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the Group financial statements is applicable law
and UK-adopted international accounting standards. The
financial reporting framework that has been applied in the
preparation of the Parent Company financial statements is
applicable law and United Kingdom Accounting Standards
including FRS 101 “Reduced Disclosure Framework” (United
Kingdom Generally Accepted Accounting Practice) as applied in
accordance with the provisions of the Companies Act 2006.
In our opinion:
•
the financial statements give a true and fair view of the
stateof the Group’s and of the Parent Company’s affairs as
at 31 March 2022 and of the Group’s profit for the year then
ended;
•
the Group financial statements have been properly prepared
in accordance with UK-adopted international accounting
standards;
•
the Parent Company financial statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice as applied in
accordance with the requirements of the Companies Act
2006; and
•
the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in
the “Auditor’s responsibilities for the audit of the financial
statements” section of our report. We are independent of the
Group and the Parent Company in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as
applied to listed entities and public interest entities and we
have fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for
our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
In addition to those matters set out in the “Key audit matters”
section below, we identified going concern of the Group and of
the Parent Company as a key audit matter.
INDEPENDENT AUDITOR’S REPORT
to the members of Carclo plc
The Group and the Parent Company have previously been loss
making and are dependent on debt facilities from its bank,
which have a number of financial covenants and expire in July
2023. The directors and management team are currently
discussing and undertaking a process with the bank (and
Trustees of the pension scheme) to agree new debt facilities
beyond July 2023. The global COVID-19 pandemic and wider
global economic conditions also continue to have an impact on
the Group’s operations and results. Therefore, there is a risk
that the going concern basis of preparation is not appropriate
for the financial statements and we have identified going
concern as a key audit matter.
The Group’s accounting policy in respect of going concern is
set out in note 1 ‘Basis of preparation’ on page 93. Going
concern has also been identified as a key judgement in note 2
on page 101.
Our audit procedures to evaluate the directors’ assessment of
the Group’s and the Parent Company’s ability to continue to
adopt the going concern basis of accounting included but were
not limited to:
•
Undertaking an initial assessment at the planning stage of
the audit to identify events or conditions that may cast
significant doubt on the Group’s and the Parent Company’s
ability to continue as a going concern;
•
Obtaining an understanding of the relevant controls relating
to the directors’ going concern assessment;
•
Making enquiries of the directors to understand the period
of assessment considered by them, the assumptions they
considered and the implication of those when assessing the
Group’s and Parent Company’s future financial performance;
•
Challenging the appropriateness of the directors’ key
assumptions in their cash flow forecasts, as described in
note 1, by reviewing supporting and contradictory evidence
in relation to these key assumptions and assessing the
directors’ consideration of severe but plausible scenarios.
This included considering mitigating actions within the
directors’ control;
•
Testing the accuracy and functionality of the model used to
prepare the directors’ forecasts;
•
Assessing the historical accuracy of forecasts prepared by
the directors;
•
Engaging in regular discussions with the directors regarding
the status of negotiations in respect of refinancing options;
•
Engaging in discussions with the bank to discuss and
understand the status and progress on the refinancing;
•
Assessing and challenging key assumptions and mitigating
actions put in place in response to COVID-19 and wider
global economic conditions;
•
Considering the consistency of the directors’ forecasts with
other areas of the financial statements and our audit;
•
Examining the facility headroom on the debt facilities and
evaluating whether the directors’ conclusion that liquidity
headroom remains in all scenarios modelled by them is
reasonable;
•
Reviewing the financial covenants and pension covenant
associated with the debt facilities and checking the
calculation of the covenants and projected compliance; and
•
Evaluating the appropriateness of the directors’ disclosures
in the financial statements on going concern.

82 Carclo plc Annual report and accounts 2022
INDEPENDENT AUDITOR’S REPORT continued
to the members of Carclo plc
Conclusions relating to going concern continued
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s and the Parent Company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
In relation to Carclo plc’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or
draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We summarise below the key audit matters in forming our audit opinion above, together with an overview of the principal audit
procedures performed to address each matter and key observations arising from those procedures. The matters set out below are
in addition to going concern which, as set out in the “Conclusions relating to going concern” section above, was also identified as a
key audit matter.
These matters, together with our findings, were communicated to those charged with governance through our Audit Completion
Report.
Key audit matter How our scope addressed this matter
Revenue recognition (Group)
The Group’s accounting policy in respect of revenue
recognition is set out in note 1(j) ‘Revenue recognition’ on
page 96. Revenue recognition on tooling contracts has
also been identified as a key judgement in note 2 on page
102. Revenue recognised on tooling contracts in the year
is £25.1m as set out in note 6 on page 107.
There is a presumed significant risk of fraud in revenue
recognition due to the potential to inappropriately shift
the timing and basis of revenue recognition, as well as
the potential to record fictitious revenues or fail to record
actual revenues.
For the Group, we consider this risk to arise as follows:
•
In relation to tooling revenue:
•
tooling revenue may not be recognised on an
appropriate basis and in line with the terms of
underlying contracts or agreements with customers;
and
•
any contract modifications or amendments may not be
accounted for on an appropriate basis, including in line
with the requirements of IFRS 15.
•
There is a risk that revenue is recognised in the incorrect
accounting period, due to the potential to inappropriately
shift the timing and basis of revenue recognition,
including the recognition of revenue before services or
products have been provided to customers.
As revenue is a key benchmark in a user’s assessment of
the performance of the Group and given the judgement
involved in determining the amount of revenue to be
recognised on tooling contracts, we have identified
revenue recognition as a key audit matter.
Our response
Our audit procedures included, but were not limited to:
•
in relation to tooling revenue:
•
reviewing the basis of revenue recognition on tooling
contracts, including management’s assessment of the
performance obligations and the amount of revenue
recognised with reference to underlying
documentation;
•
reviewing contract modifications and the associated
accounting treatment for changes in contract revenue;
•
performing substantive analytical review procedures,
including setting an expectation for revenue based on
cash received in bank statements and comparing this to
actual revenue recognised in the year;
•
substantive sample testing of revenue transactions either
side of the year end. For each item selected, we assessed
the timing of revenue recognition by reference to
underlying supporting documentation; and
•
reviewing the audit work completed on revenue by the
component auditors in accordance with our instructions.
Our observations
Based on the audit procedures outlined above, we
consider that the Group’s revenue recognition policy is
appropriate, and we are satisfied that revenue has been
recognised in line with the stated accounting policy.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
83Carclo plc Annual report and accounts 2022
Key Audit Matter How our scope addressed this matter
Valuation and impairment of intangible assets (Group)
Included on the Consolidated Statement of Financial
Position on page 90 is £22.7m of intangible assets, of
which £22m relates to goodwill allocated to the Technical
Plastics cash generating unit (CGU).
The Group’s accounting policies in respect of goodwill
areset out in note 1(c) ‘Goodwill’ on page 95 and note 1(v)
‘Impairment’ on page 100. Impairment of goodwill has also
been identified as a key judgement in note 2 on page 101.
The directors are required to perform an impairment
review in respect of the goodwill on an annual basis or
where there are indicators of impairment. This involves
determining the recoverable amount of the CGU to which
the goodwill has been allocated and comparing it against
its carrying value, with any impairment loss first allocated
to reduce the carrying value of the goodwill and then to
reduce the carrying amount of the other assets in the
CGU on a pro-rata basis.
As disclosed in note 15 on page 114, the recoverable
amount is based on a calculation of value in use.
The calculation of value in use is subjective and involves
significant judgement and estimation, including cash flow
projections and discount rates. Therefore, there is a risk
that the assumptions used in the calculation of value in
use are not appropriate, resulting in an overstatement of
the recoverable amount of the CGU and an unrecognised
impairment of intangible assets.
Accordingly, we identified the valuation and impairment
of intangible assets as a key audit matter.
Our response
Our audit procedures included, but were not limited to:
•
obtaining and reviewing management’s impairment
review;
•
reviewing and evaluating the basis for grouping entities
together as a CGU in the impairment review;
•
reviewing the arithmetic accuracy of the impairment
model prepared by management, including checking the
data used in the calculation of value in use;
•
considering the appropriateness of the key assumptions
used in the calculation of value in use, being the cash flow
projections, estimated growth rates and discount rates.
This included engaging an internal expert to evaluate the
discount rates applied by management;
•
reviewing the sensitivity analysis performed by
management in their assessment; and
•
assessing whether the relevant disclosures in the financial
statements are reasonable.
Our observations
Based on the audit procedures outlined above, we
consider that the valuation of intangible assets, including
goodwill allocated to the Technical Plastics CGU, is
reasonable and that management’s conclusion that there
is no impairment of the intangible assets is reasonable.
Valuation and impairment of investment in subsidiaries
(Parent Company)
The carrying value of investments in subsidiary
undertakings on the Company Balance Sheet on page140
is £93.8m.
As set out in the accounting policy in note 35(d) on
page144, investments are held at cost less provisions for
impairment where appropriate.
There is a risk that investments in subsidiary undertakings
are impaired where there are indicators of impairment in
the underlying subsidiaries not identified by management,
including a risk that the net assets or earnings do not
support the carrying value.
As set out in note 39 on page 146, value in use models
have been used by management to assess the recoverable
amount of investments in the material trading subsidiaries.
The calculation of value in use is subjective and involves
significant judgement and estimation, including in relation
to projected cash flows and discount rates.
As a result of the factors outlined above, as well as the
significance of this balance in respect of the Parent
Company financial statements, we identified the valuation
and impairment of subsidiaries as a key auditmatter.
Our response
Our audit procedures included, but were not limited to:
•
obtaining and reviewing management’s impairment
reviews;
•
reviewing the underlying assumptions used in the
impairment reviews and assessing whether these are
reasonable;
•
testing individual investments for further indicators of
impairment, including by comparing the carrying amount
of the investment to the net assets/liabilities of the
related subsidiary (being an approximation of the
minimum recoverable amount); and
•
assessing whether the relevant disclosures in the financial
statements are reasonable.
Our observations
Based on the audit procedures outlined above, we
consider that the valuation of investments in subsidiaries
is reasonable, and that management’s conclusion that
there is no impairment of the investment in subsidiaries
balance is reasonable.

84 Carclo plc Annual report and accounts 2022
INDEPENDENT AUDITOR’S REPORT continued
to the members of Carclo plc
Our application of materiality and an overview of the scope of our audit
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of
our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements,
both individually and on the financial statements as a whole. Based on our professional judgement, we determined materiality for
the financial statements as a whole as follows:
Group materiality
Overall materiality £1,116k
How we determined it We determined overall materiality to be 1% of the Group’s revenue.
Rationale for benchmark applied Revenue has been identified as the principal benchmark within the Group
financial statements as we consider that the Group’s revenue remains a key
measure of the performance of the Group and is a more stable benchmark
on which to set materiality compared to other measures. For example,
profit/loss before taxation fluctuates and has been significantly impacted
by a number of one-off items such as restructuring that have taken place
over the last few years.
Performance materiality Performance materiality is set to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected
misstatements in the financial statements exceeds materiality for the
financial statements as a whole. Having considered factors such as the
Group’s control environment and that it is the third year of our audit
engagement, we set performance materiality at £669k which is 60% of
overall materiality.
Reporting threshold We agreed with the directors that we would report to them misstatements
identified during our audit above £33k as well as misstatements below that
amount that, in our view, warranted reporting for qualitative reasons.
The range of overall materiality across components, audited to the lower of statutory audit materiality and materiality capped for
Group audit purposes, was between £150k and £850k, being all below Group overall materiality.
Parent Company materiality
Overall materiality £127k
How we determined it We determined overall materiality to be 1% of net liabilities.
Rationale for benchmark applied Net liabilities is considered the most appropriate benchmark as the Parent
Company is not trading and mainly holds investments in subsidiaries as well
as intercompany balances, banking facilities and a defined benefit pension
scheme liability.
Performance materiality Performance materiality is set to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected
misstatements in the financial statements exceeds materiality for the
financial statements as a whole. Having considered factors such as the
Parent Company’s control environment and that it is the third year of our
audit engagement, we set performance materiality at £76k which is 60% of
overall materiality.
Reporting threshold We agreed with the directors that we would report to them misstatements
identified during our audit above £3k as well as misstatements below that
amount that, in our view, warranted reporting for qualitative reasons.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
85Carclo plc Annual report and accounts 2022
As part of designing our audit, we assessed the risk of material
misstatement in the financial statements, whether due to fraud
or error, and then designed and performed audit procedures
responsive to those risks. In particular, we looked at where the
directors made subjective judgements such as making
assumptions on significant accounting estimates.
We tailored the scope of our audit to ensure that we performed
sufficient work to be able to give an opinion on the financial
statements as a whole. We used the outputs of a risk
assessment, our understanding of the Group and the Parent
Company, their environment, controls, and critical business
processes, to consider qualitative factors in order to ensure
that we obtained sufficient coverage across all financial
statement line items.
Our Group audit scope included an audit of the Group and the
Parent Company financial statements of Carclo plc. Based on
our risk assessment, of the Group’s nine reporting
components, seven were subject to full scope audits for Group
purposes and two were subject to specified risk-focused audit
procedures. For the other non-trading entities within the Group,
we performed desktop analytical procedures at an aggregated
Group level to assess whether there were any significant risks
of material misstatement within these entities.
In addition to the Parent Company financial statements, which
were subject to full scope audit, the components within the
scope of our audit work accounted for the following
percentages of the Group’s results:
Number of Total Group Group profit Total Group
components revenue before tax assets
Full scope 8 91% 66% 91%
Risk based audit
procedures 2 9% 34% 9%
Total 9 100% 100% 100%
The audit of the UK components, including the audit of the
Parent Company, were undertaken by the Group audit team.
The Group audit team instructed component auditors to carry
out audit procedures in relation to components not based in
the UK, covering the US, China, India, France and the Czech
Republic. The instructions covered the significant areas of audit
focus including, where relevant, the key audit matters detailed
above and the information to be reported back to the Group
audit team. The Group audit team approved all of the significant
component materiality levels.
As part of the process, the Group audit team held telephone
conference meetings with the component auditors at both the
planning and completion stage, as well as during the audit
fieldwork as required. At these meetings, the Group audit team
discussed the audit strategy and the findings reported to the
Group audit team by the component auditors, with any further
work required by the Group audit team then being performed
by the component auditor, as required. The Group audit team
reviewed key working papers prepared by the component
auditors.
At the Parent Company level, we also tested the consolidation
process and carried out analytical procedures to confirm our
conclusion that there were no significant risks of material
misstatement of the aggregated financial information.
Other information
The other information comprises the information included in
the annual report other than the financial statements and our
auditor’s report thereon. The directors are responsible for the
other information. Our opinion on the financial statements
does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any
form of assurance conclusion thereon.
Our responsibility is to read the other information and,
indoingso, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained in the course of audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves.
If,basedon the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, the part of the directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
•
the information given in the Strategic Report and the
Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the financial
statements and those reports have been prepared in
accordance with applicable legal requirements;
•
the information about internal control and risk management
systems in relation to financial reporting processes and
about share capital structures, given in compliance with
rules 7.2.5 and 7.2.6 in the Disclosure Guidance and
Transparency Rules sourcebook made by the Financial
Conduct Authority (the FCA Rules), is consistent with the
financial statements and has been prepared in accordance
with applicable legal requirements; and
•
information about the Parent Company’s corporate
governance code and practices and about its administrative,
management and supervisory bodies and their committees
complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA rules.
Matters on which we are required to report
byexception
In light of the knowledge and understanding of the Group and
the Parent Company and their environment obtained in the
course of the audit, we have not identified material
misstatements in;
•
the Strategic Report or the Directors’ Report; or
•
the information about internal control and risk management
systems in relation to financial reporting processes and
about share capital structures, given in compliance with
rules 7.2.5 and 7.2.6 of the FCA Rules.

86 Carclo plc Annual report and accounts 2022
INDEPENDENT AUDITOR’S REPORT continued
to the members of Carclo plc
Matters on which we are required to report
byexception continued
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
•
adequate accounting records have not been kept by the
Parent Company, or returns adequate for our audit have not
been received from branches not visited by us; or
•
the Parent Company financial statements and the part of the
directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by
law are not made; or
•
we have not received all the information and explanations
we require for our audit; or
•
a corporate governance statement has not been prepared
by the Parent Company.
Corporate governance statement
The Listing Rules require us to review the directors’ statement
in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to Carclo plc’s
compliance with the provisions of the UK Corporate
Governance Statement specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the
financial statements or our knowledge obtained during the
audit:
•
Directors’ statement with regards the appropriateness of
adopting the going concern basis of accounting and any
material uncertainties identified set out on page 80;
•
Directors’ explanation as to its assessment of the entity’s
prospects, the period this assessment covers and why they
period is appropriate set out on pages 39 and 40;
•
Directors’ statement on fair, balanced and understandable
set out on page 80;
•
Board’s confirmation that it has carried out a robust
assessment of the e-merging and principal risks set out on
pages 31 to 38;
•
The section of the annual report that describes the review of
effectiveness of risk management and internal control
systems set out on page 48; and;
•
The section describing the work of the Audit Committee set
out on pages 50 to 53.
Responsibilities of Directors
As explained more fully in the directors’ responsibilities
statement set out on page 80, the directors are responsible for
the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Group’s and the Parent
Company’s ability to continue as a going concern, disclosing,
asapplicable, matters related to going concern and using the
going concern basis of accounting unless the directors either
intend to liquidate the Group or the Parent Company or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financialstatements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions
ofusers taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud.
Based on our understanding of the Group and the Parent
Company and their industry, we considered that
non-compliance with the following laws and regulations might
have a material effect on the financial statements: employment
regulation, health and safety regulation, anti-bribery, corruption
and fraud, anti-money laundering regulation, modern slavery,
GDPR and non-compliance with implementation of
government support schemes relating to COVID-19.
To help us identify instances of non-compliance with these laws
and regulations, and in identifying and assessing the risks of
material misstatement in respect to non-compliance, our
procedures included, but were not limited to:
•
Gaining an understanding of the legal and regulatory
framework applicable to the Group and the Parent Company,
the industry in which they operate, and the structure of the
Group, and considering the risk of acts by the Group and the
Parent Company which were contrary to the applicable laws
and regulations, including fraud;
•
Inquiring of the directors, management and, where
appropriate, those charged with governance, as to whether
the Group and the Parent Company is in compliance with
laws and regulations, and discussing their policies and
procedures regarding compliance with laws and regulations;
•
Inspecting correspondence with relevant licensing or
regulatory authorities;
•
Reviewing minutes of directors’ meetings in the year; and
•
Discussing amongst the engagement team the laws and
regulations listed above, and remaining alert to any
indications of non-compliance.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
87Carclo plc Annual report and accounts 2022
We also considered those laws and regulations that have a
direct effect on the preparation of the financial statements such
as tax legislation, pension legislation, the Companies Act 2006
and breaches of regulatory requirement of the FCA.
In addition, we evaluated the directors’ and management’s
incentives and opportunities for fraudulent manipulation of the
financial statements, including the risk of management override
of controls, and determined that the principal risks related to
posting manual journal entries to manipulate financial
performance, management bias through judgements and
assumptions in significant accounting estimates, revenue
recognition (which we pinpointed to the cut-off, accuracy and
occurrence assertions), and significant one-off or unusual
transactions.
Our procedures in relation to fraud included but were not
limited to:
•
Making enquiries of the directors and management on
whether they had knowledge of any actual, suspected
or alleged fraud;
•
Gaining an understanding of the internal controls
established to mitigate risks related to fraud;
•
Discussing amongst the engagement team the risks of
fraud; and
•
Addressing the risks of fraud through management override
of controls by performing journal entry testing.
The primary responsibility for the prevention and detection of
irregularities, including fraud, rests with both those charged
with governance and management. As with any audit, there
remained a risk of non-detection of irregularities, as these may
involve collusion, forgery, intentional omissions,
misrepresentations or the override of internal controls.
The risks of material misstatement that had the greatest effect
on our audit, including fraud, are discussed under “Key audit
matters” within this report.
A further description of our responsibilities is available
ontheFinancial Reporting Council’s website at
www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Other matters which we are required to address
Following the recommendation of the Audit Committee, we
were appointed by the Board of Directors on 14 April 2020 to
audit the financial statements for the year ending 31March2020
and subsequent financial periods. The period of total
uninterrupted engagement is three years, covering the years
ending 31 March 2020 to 31 March 2022.
The non-audit services prohibited by the FRC’s Ethical Standard
were not provided to the Group or the Parent Company and we
remain independent of the Group and the Parent Company in
conducting our audit.
Our audit opinion is consistent with the additional report to
the Audit Committee.
Use of the audit report
This report is made solely to the Parent Company’s members
as a body in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so
that we might state to the Parent Company’s members those
matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other
than the Parent Company and the Parent Company’s members
as a body for our audit work, for this report, or for the opinions
we have formed.
Gavin Barclay (Senior Statutory Auditor)
for and on behalf of Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London
EC4M 7AU
29 June 2022

88 Carclo plc Annual report and accounts 2022
CONSOLIDATED INCOME STATEMENT
for the year ended 31 March 2022
2022 2021
Notes £000 £000
Continuing operations:
Revenue 6 128,576 107,564
Underlying operating profit 6,096 4,840
COVID-related US government grant income 10 2,087 —
Operating profit before exceptional items 8,183 4,840
Exceptional items 9 721 4,490
Operating profit 3,7 8,904 9,330
Finance revenue 11 77 42
Finance expense 11 (3,066) (2,701)
Profit before tax 5,915 6,671
Income tax expense 12 (809) (457)
Profit after tax but before profit on discontinued operations 5,106 6,214
Discontinued operations:
Profit on discontinued operations, net of tax 4 693 1,198
Profit for the period 5,799 7,412
Attributable to:
Equity holders of the Company 5,799 7,412
Non-controlling interests — —
5,799 7,412
Earnings per ordinary share 13
Basic – continuing operations 7.0 p 8.5p
Basic – discontinued operations 0.9p 1.6p
Basic 7.9p 10.1p
Diluted – continuing operations 6.9p 8.5p
Diluted – discontinued operations 0.9p 1.6p
Diluted 7.9p 10.1p

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
89Carclo plc Annual report and accounts 2022
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
for the year ended 31 March 2022
2022 2021
£000 £000
Profit for the period 5,799 7,412
Other comprehensive income/(expense)
Items that will not be reclassified to the income statement
Remeasurement gains/(losses) on defined benefit scheme 8,480 (6,540)
Deferred tax arising — —
Total items that will not be reclassified to the income statement 8,480 (6,540)
Items that are or may in future be classified to the income statement
Foreign exchange translation differences 1,840 (2,939)
Net investment hedge 440 1,084
Deferred tax arising (127) 137
Total items that are or may in future be classified to the income statement 2,153 (1,718)
Other comprehensive income/(expense), net of tax 10,633 (8,258)
Total comprehensive income/(expense) for the year 16,432 (846)
Attributable to:
Equity holders of the Company 16,432 (846)
Non-controlling interests — —
Total comprehensive expense for the period 16,432 (846)

90 Carclo plc Annual report and accounts 2022
2022 2021
Notes £000 £000
Non-current assets
Intangible assets 15 22,714 21,848
Property, plant and equipment 16 46,964 43,218
Deferred tax assets 23 1,403 384
Trade and other receivables 19 115 112
Total non-current assets 71,196 65,562
Current assets
Inventories 17 16,987 12,821
Contract assets 18 7,700 2,898
Trade and other receivables 19 19,702 19,254
Cash and cash deposits 20 12,347 15,485
Non-current assets classified as held for sale 21 266 —
Total current assets 57,002 50,458
Total assets 128,198 116,020
Non-current liabilities
Loans and borrowings 22 41,804 37,997
Deferred tax liabilities 23 4,878 4,393
Contract liabilities 6 3,099 866
Retirement benefit obligations 24 25,979 37,275
Total non-current liabilities 75,760 80,531
Current liabilities
Loans and borrowings 22 2,948 5,084
Trade and other payables 26 21,062 17,016
Current tax liabilities 170 17
Contract liabilities 6 3,755 5,461
Provisions 25 87 —
Total current liabilities 28,022 27,578
Total liabilities 103,782 108,109
Net assets 24,416 7,911
Equity
Ordinary share capital issued 27 3,671 3,671
Share premium 7,359 7,359
Translation reserve 28 7,486 5,333
Retained earnings 28 5,926 (8,426)
Total equity attributable to equity holders of the Company 24,442 7,937
Non-controlling interests (26) (26)
Total equity 24,416 7,911
Approved by the Board of Directors on 29 June 2022 and signed on its behalf by:
Nick Sanders Phil White
Director Director
Registered Number 196249
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 March 2022

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
91Carclo plc Annual report and accounts 2022
Attributable to equity holders of the Company
Non-
Share Share Translation Retained controlling Total
capital premium reserve earnings Total interests equity
£000 £000 £000 £000 £000 £000 £000
Balance at 1 April 2020 3,671 7,359 7,051 (9,324) 8,757 (26) 8,731
Profit for the year — — — 7,412 7,412 — 7,412
Other comprehensive income/(expense):
Foreign exchange translation differences — — (2,939) — (2,939) — (2,939)
Net investment hedge — — 1,084 — 1,084 — 1,084
Remeasurement losses on defined
benefit scheme — — — (6,540) (6,540) — (6,540)
Taxation on items above — — 137 — 137 — 137
Total comprehensive income/(expense)
for the period — — (1,718) 872 (846) — (846)
Transactions with owners recorded directly
in equity:
Share-based payments — — — 26 26 — 26
Taxation on items recorded directly in equity — — — — — — —
Balance at 31 March 2021 3,671 7,359 5,333 (8,426) 7,937 (26) 7,911
Balance at 1 April 2021 3,671 7,359 5,333 (8,426) 7,937 (26) 7,911
Profit for the year — — — 5,799 5,799 — 5,799
Other comprehensive income/(expense):
Foreign exchange translation differences — — 1,840 — 1,840 — 1,840
Net investment hedge — — 440 — 440 — 440
Remeasurement gains on defined
benefit scheme — — — 8,480 8,480 — 8,480
Taxation on items above — — (127) — (127) — (127)
Total comprehensive income for the period — — 2,153 14,279 16,432 — 16,432
Transactions with owners recorded directly
in equity:
Share-based payments — — — 73 73 — 73
Taxation on items recorded directly in equity — — — — — — —
Balance at 31 March 2022 3,671 7,359 7,486 5,926 24,442 (26) 24,416
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2022

92 Carclo plc Annual report and accounts 2022
2022 2021
Notes £000 £000
Cash generated from operations 30 6,780 11,202
Interest paid (2,502) (1,782)
Tax paid (1,309) (1,023)
Net cash from operating activities 2,969 8,397
Cash flows used in investing activities
Proceeds from sale of business 693 1,250
Proceeds from sale of property, plant and equipment 20 21
Interest received 77 42
Purchase of property, plant and equipment (4,804) (7,180)
Purchase of intangible assets – computer software (135) (139)
Net cash used in investing activities (4,149) (6,006)
Cash flows (used in)/from financing activities 22
Drawings on existing and new facilities 1,575 38,697
Transaction costs associated with the issue of debt — (380)
Proceeds from sale and leaseback of property, plant and equipment 1,410 —
Repayment of borrowings excluding lease liabilities (2,282) (31,666)
Repayment of lease liabilities (3,196) (1,601)
Net cash (used in)/from financing activities (2,493) 5,050
Net (decrease)/increase in cash and cash equivalents (3,673) 7,441
Cash and cash equivalents at beginning of period 15,485 8,352
Effect of exchange rate fluctuations on cash held 535 (308)
Cash and cash equivalents at end of period 12,347 15,485
Cash and cash equivalents comprise:
Cash and cash deposits 12,347 15,485
12,347 15,485
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 March 2022

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
93Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 March 2022
1. Basis of preparation
The Group financial statements have been prepared and
approved by the Directors in accordance with UK-adopted
international accounting standards. The Company has elected
to prepare its parent company financial statements in
accordance with FRS 101; these are presented on pages 140 to
150. The presentational currency of these financial statements
is GBP, with amounts presented in round thousands, except
where otherwise stated.
The accounting policies have been applied consistently to all
periods presented in the consolidated financial statements,
unless otherwise stated.
Judgements made by the Directors in the application of these
accounting policies that have significant effect on the financial
statements and estimates with a significant risk of material
adjustment in the next year are discussed in note 2.
Going concern
The financial statements are prepared on the going
concernbasis.
Group performance during the year has enabled capital and
working capital investment to be made whilst retaining a stable
financial position with net debt excluding lease liabilities as of
31 March 2022 increasing to £21.5 million (2021: £20.5 million).
The debt facilities available to the Group comprise a term
loanof £30.3 million, of which £1.4 million will be amortised by
30September 2022 and a £3.5 million revolving credit facility
which was fully utilised as of 31 March 2022. Both of these
facilities mature on 31 July 2023.
A schedule of contributions with the pension trustees is in place
through to July 2023; beyond this a schedule of contributions
for £3.5 million annually is in place until 31 October 2040. This
schedule is reviewed and reconsidered between the Company
and the trustees at each triennial actuarial valuation, the next
being after the results of the 31 March 2021 triennial valuation
are known. This valuation, and accordingly an updated schedule
of contributions which has been provisionally agreed, is
expected to be concluded by 31 July 2022. For the purposes of
this going concern review the extant schedule of contributions
has been considered in the base case.
An intercreditor deed between Carclo plc, certain other Group
companies, the bank and the pension scheme trustees requires
the Group to have refinanced its bank debt with a maturity date
not earlier than 31 March 2026 and to have agreed an updated
schedule of contributions for the actuarial valuation of the
scheme as at 31 March 2021 by 31 July 2022 (this date having
been recently extended by one month).
The Group, the bank and the pension scheme trustees are
actively engaged in negotiations over the refinancing of the
bank debt beyond the current expiry date of 31 July 2023 and
over the updated schedule of contributions. The parties are
committed to a plan to finalise these by 31 July 2022 and the
Directors have an expectation that this will be achieved.
As such the Directors’ going concern assessment
periodistwelvemonths from the date of signing
thesefinancialstatements.
The bank facilities are subject to four covenants to be tested on
a quarterly basis:
1. underlying interest cover;
2. net debt to underlying EBITDA;
3. core subsidiary underlying EBITA; and
4. core subsidiary revenue.
Core subsidiaries are defined as Carclo Technical Plastics Ltd;
Bruntons Aero Products Ltd; Carclo Technical Plastics (Brno)
s.r.o; CTP Carrera Inc and Jacottet Industrie SAS, with CTP
Taicang Co. Ltd and Carclo Technical Plastics Pvt Co Ltd being
treated as non-core for the purposes of these covenants.
It is assumed that the bank covenants and thresholds set out
in the current banking agreement are in place throughout the
going concern assessment period and are not amended as a
result of the ongoing refinancing.
Based on our current base case forecasts, these covenant tests
are expected to be met throughout the assessment period.
In addition, the pension scheme has the benefit of a fifth
covenant to be tested on 1 May each year up to and including
2023. In respect to the years to 31 March 2022 and
31March2023 the test requires any shortfall of pension deficit
recovery contributions when measured against Pension
Protection Fund priority drift (which is a measure of the
increase in the UK Pension Protection Fund’s potential
exposure to the Group’s pension scheme liabilities) to be met
by a combination of cash payments to the scheme, plus a
notional (non-cash) proportion of the increase in the underlying
value of the Technical Plastics and Aerospace businesses based
on an EBITDA multiple for those businesses which is to be
determined annually.
The Directors have reviewed cash flow and covenant forecasts to
cover the twelve month period from the date of signing these
financial statements taking into account the Group’s available
debt facilities and the terms of the current arrangements with
the bank and the pension scheme. These demonstrate that the
Group has sufficient headroom in terms of liquidity and covenant
testing through the forecast period.
In addition the Directors have reviewed cash flow and covenant
forecasts for the same time period based on management’s
best estimates of the impact of the ongoing negotiations on
facilities and pension contributions which includes currently
uncommitted bank loan repayments and provisionally agreed
additional pension deficit recovery contributions contingent on
future performance. These demonstrate that the Group has
sufficient headroom in terms of liquidity and covenant testing
through the forecast period.
The Directors have reviewed sensitivity testing based on a
number of reasonably possible scenarios, taking into account
the current view of impacts of the continuing COVID-19
pandemic on the Group (particularly from supply chain
disruption and any unmitigated cost inflation across all types
of operational expenditure) and possible political uncertainty,
including the impact of the Russian invasion of Ukraine and
heightened risk of wider conflict, Brexit and other possible
overseas trading issues.

94 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
1. Basis of preparation continued
Going concern continued
Severe downside sensitivity testing has been performed under
a range of scenarios modelling the financial effects of loss of
business from: discrete sites, an overall fall in gross margin of
1% across the Group, a fall in Group sales of 5% matched by a
corresponding fall in cost of sales of the same amount, delays
in the timing of commencement of significant contractual
projects, reduction in revenue from specific customers,
minimum wage increases, unmitigated inflationary impact
across operating costs and exchange risk. These sensitivities
attempt to incorporate the risks arising from national and
regional impacts of the global pandemic from local lockdowns,
impacts on manufacturing and supply chain and other potential
increases to direct and indirect costs. The Directors consider
that the Group has the capacity to take mitigating actions to
ensure that the Group remains financially viable, including
further reducing operating expenditure as necessary.
On the basis of this forecast and sensitivity testing, the Board
has determined that it is reasonable to assume that the Group
will continue to operate within the facilities available to it and to
adhere to the covenant tests to which it is subject throughout
the twelve month period from the date of signing the financial
statements and as such it has adopted the going concern
assumption in preparing the financial statements.
New standards, amendments and interpretations
Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory for
the Group’s accounting period beginning on or after
1April2021. The following new standards and amendments to
standards are mandatory and have been adopted for the first
time for the financial year beginning 1 April 2021:
•
IFRS 9 Financial Instruments, IAS 39 Financial Instruments:
Recognition and Measurement, IFRS 7 Financial Instruments:
Disclosures, IFRS 4 Insurance Contracts and IFRS 16 Leases
(Amendment): Interest Rate Benchmark Reform – Phase 2;
and
•
IFRS 16 Leases (Amendment): COVID-19 related rent
concessions beyond 30 June 2021.
These standards have not had a material impact on the
consolidated financial statements.
Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory
for the Group’s accounting period beginning on or after
1April2022.
The Group has elected not to early adopt these standards,
which are described below.
•
IAS 16 Property, Plant and Equipment (Amendment):
Proceeds before intended use (effective date
1January2022);
•
IAS 37 Provisions, Contingent Liabilities and Contingent
Assets (Amendment): Onerous contracts – Costs of Fulfilling
a Contract (effective date 1 January 2022);
•
IFRS 3 Business Combinations (Amendment): Reference to
the Conceptual Framework (effective date 1 January 2022);
•
Annual Improvements to IFRSs (2018-2020 cycle) (effective
date 1 January 2022);
•
IAS 1 Presentation of Financial Statements (Amendment):
Classification of liabilities as current or non-current – deferral
of effective date (effective date 1 January 2023);
•
IAS 1 Presentation of Financial Statements and IFRS Practice
Statement 2 Making Material Judgements (Amendment):
Disclosure of accounting policies (effective date
1January2023);
•
IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors (Amendment): Definition of accounting estimates
(effective date 1 January 2023); and
•
IAS 12 Income Taxes: Deferred tax related to assets and
liabilities arising from a single transaction (effective
1January 2023).
The above are not expected to have a material impact on the
financial statements.
There are no other IFRS or IFRIC interpretations that are not yet
effective that would be expected to have a material impact on
the Group.
Accounting policies
a) Basis of accounting
The financial statements are prepared on the historical cost
basis except that derivative financial instruments, share options
and defined benefit pension plan assets are stated at their fair
value.
Certain items of property, plant and equipment that had been
revalued to fair value on or prior to 1 April 2004, the date of
transition to IFRS, are measured on the basis of deemed cost,
being the revalued amount at the date of that revaluation.
Non-current assets and disposal groups held for sale are stated
at the lower of carrying amount and fair value less costs to sell.
b) Basis of consolidation
The Group financial statements consolidate those of the
Company and its subsidiaries (together referred to as the
“Group”). The parent company financial statements present
information about the Company as a separate entity and not
about its group. The results of any subsidiaries sold or acquired
are included in the consolidated income statement up to, or
from, the date control passes. Intra-group transactions,
balances and profits are eliminated fully on consolidation.
On acquisition of a subsidiary, all of the identifiable assets and
liabilities existing at the date of acquisition are recorded at their
fair values reflecting their condition at that date.
i) Business combinations
Business combinations are accounted for using the acquisition
method as at the acquisition date, which is the date on which
control is transferred to the Group. Control is the power to
govern the financial and operating policies of an entity so as to
obtain benefits from its activities. In assessing control, the
Group takes into consideration potential voting rights that
currently are exercisable.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
95Carclo plc Annual report and accounts 2022
The Group measures goodwill at the acquisition date as:
•
the fair value of the consideration transferred; plus
•
the recognised amount of any non-controlling interests in
the acquiree; plus
•
if the business combination is achieved in stages, the fair
value of the pre-existing equity interest in the acquiree; less
•
the net recognised amount (generally a fair value) of the
identifiable assets acquired and liabilities assumed.
Any contingent consideration payable is recognised at fair value
at the acquisition date. If the contingent consideration is
classified as equity, it is not remeasured and settlement is
accounted for within equity. Otherwise, subsequent changes to
the fair value of the contingent consideration are recognised in
profit or loss.
The consideration transferred does not include amounts
related to the settlement of pre-existing relationships.
Such amounts are generally recognised in profit or loss.
Transaction costs other than those associated with the issue of
debt or equity securities, that the Group incurs in connection
with a business combination, are expensed as incurred.
ii) Acquisitions of non-controlling interests
Acquisitions of non-controlling interests are accounted for as
transactions with owners in their capacity as owners and
therefore no goodwill is recognised as a result. Adjustments to
non-controlling interests arising from transactions that do not
involve the loss of control are based on a proportionate amount
of the net assets of the subsidiary.
c) Goodwill
In respect of business combinations that occurred since
1April2004, goodwill arising on consolidation represents the
excess of the fair value of the consideration given over the fair
value of the identifiable net assets acquired. Goodwill arising on
acquisition of subsidiaries, joint ventures and businesses is
capitalised as an asset.
In accordance with IFRS 1 and IFRS 3, goodwill at 1 April 2004
has been frozen and will not be amortised. Goodwill is allocated
to cash generating units and is subject to an annual impairment
review, with any impairment losses being recognised
immediately in the income statement.
Any goodwill arising on the acquisition of an overseas
subsidiary is retranslated at the balance sheet date.
d) Other intangible assets
Intangible assets that are acquired by the Group are stated at
cost less accumulated amortisation (see accounting policy e)
and impairment losses (see accounting policy v).
Expenditure on research activities, undertaken with the
prospect of gaining new scientific or technical knowledge and
understanding, is recognised in the income statement as an
expense as incurred.
Expenditure on development activities, whereby research
findings are applied to a plan or design for the production of
new or substantially improved products and processes, is
capitalised if the product or process is technically and
commercially feasible and the Group has sufficient resources to
complete development.
The expenditure capitalised includes the cost of materials,
direct labour and an appropriate proportion of overheads.
Other development expenditure is recognised in the income
statement as an expense as incurred. Capitalised development
expenditure is stated at cost less accumulated amortisation
(see accounting policy e) and impairment losses (see
accounting policy v).
Expenditure on internally generated goodwill and brands is
recognised in the income statement as an expense as incurred.
Subsequent expenditure on capitalised intangible assets is
capitalised only when it increases the future economic benefits
embodied in the specific asset to which it relates. All other
expenditure is expensed as incurred.
e) Amortisation
Intangible assets, other than goodwill, are amortised on a
straight-line basis to write off the cost of the asset, less
estimated residual value, over the estimated economic life of
the asset. Patents and development costs are amortised over a
period of up to ten years from the date upon which the patent
or related development expenditure becomes available for use.
Customer-related intangibles are amortised over seven to ten
years and computer software over three to five years.
f) Property, plant and equipment
The Group has taken the option provided by IFRS 1 to use its
previous UK GAAP valuation as “deemed cost”. Items of
property, plant and equipment are stated at cost, or at deemed
cost, less accumulated depreciation and impairment losses.
Depreciation on property, plant and equipment is provided using
the straight-line method to write off the cost or valuation less
estimated residual value, using the following depreciation rates:
Freehold buildings 2.0% – 5.0%
Plant and equipment 8.33% – 33.33%
No depreciation is provided on freehold land.
g) Leases
At inception of a contract, the Group assesses whether a
contract is, or contains, a lease. A contract is, or contains, a
lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right
to control the use of an identified asset, the Group uses the
definition of a lease in IFRS 16.
As a lessee
At commencement or on modification of a contract that
contains a lease component, the Group allocates the
consideration in the contract to each lease component on the
basis of its relative standalone prices. However, for the leases
of property, the Group has elected not to separate non-lease
components and account for the lease and non-lease
components as a single lease component.
The Group recognises a right-of-use asset and a lease liability
at the lease commencement date. The right-of-use asset is
initially measured at cost, which comprises the initial amount
of the lease liability adjusted for any lease payments made at or
before the commencement date, plus any initial direct costs
incurred and an estimate of costs to dismantle and remove the
underlying asset or to restore the underlying asset or the site
on which it is located, less any lease incentives received.

96 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
1. Basis of preparation continued
Accounting policies continued
g) Leases continued
As a lessee continued
The right-of-use asset is subsequently depreciated using the
straight-line method from the commencement date to the end
of the lease term, unless the lease transfers ownership of the
underlying asset to the Group by the end of the lease term or
the cost of the right-of-use asset reflects that the Group will
exercise a purchase option. In that case the right-of-use asset
will be depreciated over the useful life of the underlying asset,
which is determined on the same basis as those of property
and equipment. In addition, the right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.
The lease liability is initially measured at the present value of
the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the Group’s
incremental borrowing rate. Generally, the Group uses its
incremental borrowing rate as the discount rate.
The Group determines its incremental borrowing rate by
obtaining interest rates from various external financing sources
and makes certain adjustments to reflect the terms of the lease
and the type of asset leased.
Lease payments included in the measurement of the lease
liability comprise the following:
•
fixed payments, including in-substance fixed payments;
•
variable lease payments that depend on an index or a rate,
initially measured using the index or rate as at the
commencement date;
•
amounts expected to be payable under a residual value
guarantee; and
•
the exercise price under a purchase option that the Group is
reasonably certain to exercise, lease payments in an optional
renewal period if the Group is reasonably certain to exercise
an extension option, and penalties for early termination of a
lease unless the Group is reasonably certain not to terminate
early.
The lease liability is measured at amortised cost using the
effective interest method. It is remeasured when there is a
change in future lease payments arising from a change in an
index or rate, if there is a change in the Group’s estimate of the
amount expected to be payable under a residual value
guarantee, if the Group changes its assessment of whether it
will exercise a purchase, extension or termination option or if
there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a
corresponding adjustment is made to the carrying amount of
the right-of-use asset, or is recorded in profit or loss if the
carrying amount of the right-of-use asset has been reduced
to zero.
The Group presents right-of-use assets in “property, plant and
equipment” and lease liabilities in “loans and borrowings” in the
statement of financial position.
Short-term leases and leases of low-value assets
The Group leases office and IT equipment with contract terms
typically between one and ten years. The Group has elected
not to recognise right-of-use assets and lease liabilities for
leases of low-value assets and short-term leases with a
duration of less than one year. The Group recognises the lease
payments associated with these leases in the income
statement, as an expense on a straight-line basis over the
lease term.
h) Borrowings
The Group measures all debt instruments (whether financial
assets or liabilities) initially at fair value, which equates to the
principal value of the consideration paid or received.
Subsequent to initial measurement, debt instruments are
measured at amortised cost using the effective interest
method. Transaction costs (any such costs incremental and
directly attributable to the issue of the financial instrument) are
included in the calculation of the effective interest rate and are
amortised over the life of the instrument.
Debt instruments denominated in foreign currencies are
revalued using period end exchange rates, see accounting
policy t) v) for the Group hedge accounting policy.
Borrowings are classified as current liabilities unless the Group
has an unconditional right to defer settlement of the liability for
at least twelve months after the reporting period.
i) Inventories
Inventories are stated at the lower of cost and net realisable
value. Net realisable value is the estimated selling price in the
ordinary course of business, less the estimated costs of
completion and selling expenses. The cost of other inventories
is based on the first-in first-out principle and includes
expenditure incurred in acquiring the inventories and bringing
them to their existing location and condition. In the case of
manufactured inventories and work in progress, cost includes
an appropriate share of overheads based on normal operating
capacity.
j) Revenue recognition
Revenue arises on the Group’s principal activities. Further
details are set out in note 6.
To determine whether to recognise revenue, the Group follows
the five-step process as prescribed in IFRS 15:
1. identifying the contract with a customer;
2. identifying the performance obligations;
3. determining the transaction price;
4. allocating the transaction price to the performance
obligations; and
5. recognising revenue when/as performance obligation(s) are
satisfied.
The Group sometimes enters into transactions involving a
range of the Group’s products and services, which in the
Technical Plastics segment would generally be for tooling and
production.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
97Carclo plc Annual report and accounts 2022
The total transaction price for a contract is allocated amongst
the various performance obligations based on their relative
standalone selling prices, or, in the absence of a standalone
selling price, on a cost plus margin basis. The transaction price
for a contract excludes any amounts collected on behalf of third
parties.
Revenue is recognised either at a point in time or over time,
when (or as) the Group satisfies performance obligations by
transferring the promised goods or services to its customers.
The Group recognises contract liabilities for consideration
received in respect of unsatisfied performance obligations and
reports these amounts as contract liabilities in the statement of
financial position (see note 6). Similarly, if the Group satisfies a
performance obligation before it receives the consideration,
the Group recognises either a contract asset or a receivable in
its statement of financial position, depending on whether
something other than the passage of time is required before
the consideration is due.
k) Foreign currency transactions
Transactions in foreign currencies are translated at the foreign
exchange rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies at the
balance sheet date are translated to functional currency at the
foreign exchange rate ruling at that date. Foreign exchange
differences arising on translation are recognised in the income
statement. Non-monetary assets and liabilities that are
measured in terms of historical cost in a foreign currency are
translated using the exchange rate at the date of the
transaction. Non-monetary assets and liabilities denominated
in foreign currencies that are stated at fair value are translated
to sterling at foreign exchange rates ruling at the dates the fair
value was determined.
l) Financial statements of foreign operations
The assets and liabilities of foreign operations, including
goodwill and fair value adjustments arising on consolidation,
are translated to sterling at foreign exchange rates ruling at the
balance sheet date. The revenues and expenses of foreign
operations are translated to sterling at rates approximating to
the foreign exchange rates ruling at the dates of the
transactions. Foreign exchange differences arising on
retranslation are recognised directly in a separate component
of equit y.
m) Net investment in foreign operations
Exchange differences arising from the translation of the net
investment in foreign operations, and of related hedges
meeting the criteria for hedge accounting under IFRS 9, are
taken to the translation reserve. They are released into the
income statement upon disposal.
The Group has taken advantage of relief available under IFRS 1
to not separately recognise the cumulative translation
differences for all foreign operations at the date of transition,
1April 2004.
n) Dividends
Dividends are only recognised as a liability to the extent that
they are declared prior to the year end. Unpaid dividends that
do not meet these criteria are disclosed in the note to the
financial statements.
o) Net operating expenses
Net operating expenses incurred by the business are written
off to the income statement as incurred.
p) Net financing costs
Net financing costs comprise interest payable on borrowings
calculated using the effective interest rate method, interest
receivable on funds invested, dividend income and gains and
losses on hedging instruments that are recognised in the
income statement.
Interest is recognised in the income statement as it accrues,
using the effective interest method.
q) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call
deposits. Bank overdrafts that are repayable on demand and
form an integral part of the Group’s cash management are
included as a component of cash and cash equivalents for the
purpose of the statement of cash flows.
Bank overdrafts are shown within borrowings in current
liabilities in the balance sheet unless they are part of the net
overdraft facility which has a £nil net limit, in which case they
are offset against cash.
r) Taxation
Income tax on the profit or loss for the year comprises current
and deferred tax. Income tax is recognised in the income
statement except to the extent that it relates to items
recognised directly in equity, in which case it is recognised in
equity or the statement of comprehensive income.
Current tax is the expected tax payable on the taxable income
for the year, using tax rates enacted or substantively enacted at
the balance sheet date, and any adjustment to tax payable in
respect of previous years.
Deferred tax is provided using the balance sheet liability
method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The
following temporary differences are not provided for: goodwill
not deductible for tax purposes, the initial recognition of assets
or liabilities that affect neither accounting nor taxable profit,
and differences relating to investments in subsidiaries to the
extent that they will probably not reverse in the foreseeable
future. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying
amount of assets and liabilities, using tax rates enacted or
substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against
which the asset can be utilised.
Deferred tax assets are reduced to the extent that it is no
longer probable that the related tax benefit will be realised.
Additional income taxes that arise from the distribution of
dividends from foreign operations are recognised at the same
time as the liability to pay the related dividend.
Companies within the Group may be entitled to claim special
tax deductions in relation to qualifying expenditure (e.g.
Research and Development). The Group accounts for such
allowances as tax credits, which means that the allowance
reduces the tax payable and current tax expense.

98 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
1. Basis of preparation continued
Accounting policies continued
s) Retirement benefit costs
The Group operates a defined benefit pension scheme and also
makes payments into defined contribution schemes for
employees. The pension payable under the defined benefit
scheme is calculated based on years of service up to retirement
and pensionable salary at the point of retirement.
In the year to 31 March 2022, members of the Carclo Group
Pension Scheme were offered the right to take a Pension
Increase Exchange. This option enables members to exchange
certain future pension increases in retirement for a one-off
uplift. Refer to note 24 for more information.
The net obligation in respect of the defined benefit plan is the
present value of the defined benefit obligations less the fair
value of the plan’s assets at the balance sheet date.
The assumptions used to calculate the present value of the
defined benefit obligations are detailed in note 24.
IFRIC 14 requires that where plan assets exceed the defined
benefit obligation, an asset is recognised to the extent that an
economic benefit is available to the Group, in accordance with
the terms of the plan and applicable statutory requirements
and the benefit should be realisable during the life of the plan or
on the settlement of the plan liabilities.
The operating and financing costs of the scheme are
recognised separately in the income statement in the period
they arise.
Payments to the defined contribution schemes are accounted
for on an accruals basis. Once the payments have been made
the Group has no further obligation.
t) Financial instruments
i) Recognition and initial measurement
Trade receivables and debt securities issued are initially
recognised when they are originated. All other financial assets
and financial liabilities are initially recognised when the Group
becomes a party to the contractual provisions of the
instrument.
A financial asset (unless it is a trade receivable without a
significant finance component) or financial liability is initially
measured at fair value (plus transaction costs that are directly
attributable to its acquisition or issue for an item not at Fair
Value Through Profit or Loss (“FVTPL”)). A trade receivable
without a significant financing component is initially measured
at the transaction price.
The fair value is the amount at which a financial instrument
could be exchanged in an arm’s length transaction between
third parties. Where available, market values are used to
determine fair values, otherwise fair values are calculated by
discounting expected cash flows at prevailing interest and
exchange rates.
ii) Classification and subsequent measurement
On initial recognition, a financial asset is classified as measured
at: amortised cost; Fair Value Through Other Comprehensive
Income (“FVOCI”) – debt investment; FVOCI – equity
investment; or FVTPL.
Financial assets are not reclassified subsequent to their initial
recognition unless the Group changes its business model for
managing financial assets, in which case all affected financial
assets are reclassified on the first day of the first reporting
period following the change in business model.
A financial asset is measured at amortised cost if it meets both
of the following conditions and is not designated as at FVTPL:
•
it is held within a business model whose objective is to hold
assets to collect contractual cash flows; and
•
its contractual terms give rise on specified dates to cash
flows that are solely payments of principal and interest on
the principal amount outstanding.
On initial recognition of an equity investment that is not held
for trading, the Group may irrevocably elect to present
subsequent changes in the investment’s fair value in Other
Comprehensive Income (“OCI”). This election is made on an
investment-by-investment basis.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
99Carclo plc Annual report and accounts 2022
All financial assets not classified as measured at amortised cost
or FVOCI as described above are measured at FVTPL. This
includes all derivative financial assets. On initial recognition,
theGroup may irrevocably designate a financial asset that
otherwise meets the requirements to be measured at
amortised cost or at FVOCI as at FVTPL, if doing so eliminates
or significantly reduces an accounting mismatch that would
otherwise arise.
Financial assets at FVTPL are subsequently measured at fair
value. Net gains and losses, including any interest or dividend
income, are recognised in profit or loss.
Financial assets at amortised cost are subsequently measured
at amortised cost using the effective interest method. The
amortised cost is reduced by impairment losses. Interest
income, foreign exchange gains and losses and impairment are
recognised in profit or loss. Any gain or loss on derecognition is
recognised in profit or loss.
Equity investments at FVOCI are subsequently measured at fair
value. Dividends are recognised as income in the profit or loss
unless the dividend clearly represents a recovery of part of the
cost of the investment. Other net gains and losses are
recognised in OCI and are never reclassified to profit or loss.
Financial liabilities are classified as measured at amortised cost
or FVTPL. A financial liability is classified as FVTPL if it is
classified as held-for-trading, it is a derivative or it is designated
as such on initial recognition. Financial liabilities at FVTPL are
measured at fair value and net gains and losses, including any
interest expense, are recognised in profit and loss. Other
financial liabilities are subsequently measured at amortised
cost using the effective interest method. Interest expense and
foreign exchange gains and losses are recognised in profit and
loss. Any gain or loss on derecognition is also recognised in
profit and loss.
iii) Derecognition
The Group derecognises a financial asset when the contractual
rights to the cash flows from the financial asset expire, or it
transfers the rights to receive the contractual cash flow in a
transaction in which substantially all of the risks and rewards of
ownership of the financial asset are transferred or in which the
Group neither transfers nor retains substantially all of the risks
and rewards of ownership and it does not retain control of the
financial asset.
The Group derecognises a financial liability when its contractual
obligations are discharged or cancelled, or expire. The Group
also derecognises a financial liability when its terms are
modified and the cash flows of the modified liability are
substantially different, in which case a new financial liability
based on modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between
the carrying amount extinguished and the consideration paid
(including any non-cash assets transferred or liabilities
assumed) is recognised in profit or loss.
iv) Offsetting
Financial assets and financial liabilities are offset and the net
amounts presented in the statement of financial position when,
and only when, the Group currently has a legally enforceable
right to set off the amounts and it intends to settle them on a
net basis or to realise the asset and settle the liability
simultaneously.
v) Hedge accounting
Net investment hedges
When a non-derivative financial liability is designated as the
hedging instrument in a hedge of a net investment in a foreign
operation, the effective portion of foreign exchange gains and
losses is recognised in OCI and presented in the translation
reserve within equity. Any ineffective portion of the foreign
exchange gains and losses is recognised immediately in profit
or loss. The amount recognised in OCI is reclassified to profit or
loss as a reclassification adjustment on disposal of foreign
operations.

100 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
1. Basis of preparation continued
Accounting policies continued
u) Share-based payments
The Group issues awards structured as equity-settled share-
based payments and cash-settled share-based payments to
certain employees in exchange for services rendered by them.
The fair value of the equity-settled share-based award is
calculated at date of grant and is expensed on a straight-line
basis over the vesting period with a corresponding increase in
equity. The fair value of the cash-settled award is calculated at
date of grant and recognised as an expense over the vesting
period based upon the cash expected to be paid. The fair value
of cash-settled share-based payments is recalculated at each
reporting date and the accrual revised accordingly. Both
valuations are based on the Group’s estimate of share awards
that will eventually vest and take into account movement of
non-market conditions, being service conditions and financial
performance, if relevant.
v) Impairment
i) Non-financial assets
For non-financial assets the continuing policy is as follows:
The carrying amounts of the Group’s assets, other than
inventories (see accounting policy i) and deferred tax assets
(see accounting policy r), are reviewed at each balance sheet
date to determine whether there is any indication of
impairment. If any such indication exists, the asset’s
recoverable amount is estimated.
For goodwill, assets that have an indefinite useful life and
intangible assets that are not yet available for use, the
recoverable amount is estimated at each balance sheet date.
An impairment loss is recognised whenever the carrying
amount of an asset or its cash generating unit exceeds its
recoverable amount. Impairment losses are recognised in the
income statement.
Impairment losses recognised in respect of cash generating
units are allocated first to reduce the carrying amount of any
goodwill allocated to cash generating units or group of units
and then to reduce the carrying amount of the other assets in
the unit or group of units on a pro-rata basis.
ii) Financial assets
The Group measures loss allowances for estimate of expected
credit losses (“ECLs”) on:
•
financial assets measured at amortised cost; and
•
contract assets (as defined in IFRS 15).
The Group measures loss allowances at an amount equal to
lifetime ECL, except for bank balances for which the credit risk
has not increased significantly.
Loss allowances for trade receivables and contract assets are
always measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset
has increased significantly since initial recognition and when
estimating ECL, the Group considers reasonable and
supportable information that is relevant and available without
undue cost or effort. This includes both quantitative and
qualitative information and analysis, based on the Group’s
historical experience and informed credit assessment and
including forward-looking information.
The Group assumes that the credit risk on a financial asset has
increased significantly if it is more than 120 days past due.
The Group considers a financial asset to be in default when:
•
the borrower is unlikely to pay its credit obligations to the
Group in full, without recourse by the Group to actions such
as realising security (if any is held); or
•
the financial asset is more than 120 days past due.
Lifetime ECLs are the ECLs that result from all possible default
events over the expected life of a financial instrument.
Twelve-month ECLs are the portion of ECLs that result from
default events that are possible within the twelve months after
the reporting date (or a shorter period if the expected life of the
instrument is less than twelve months).
ECLs are a probability-weighted estimate of credit losses. Credit
losses are measured as the present value of all cash shortfalls
(i.e. the difference between the contracted cash flows and the
cash flows the Group expects to receive). ECLs are discounted
at the effective interest rate of the financial asset.
At each reporting date, the Group assesses whether financial
assets carried at amortised cost are credit-impaired. A financial
asset is credit-impaired when one or more events that have a
detrimental impact on the estimated future cash flows of the
assets have occurred.
w) Exceptional items
In order for users of the accounts to better understand the
underlying performance of the Group, the Board has separately
disclosed transactions which, whilst falling within the ordinary
activities of the Group, are, by virtue of their size or incidence,
considered to be exceptional in nature. Such transactions
include, but are not limited to: rationalisation, restructuring and
refinancing of the Group, costs of impairment, one-off
retirement benefit effects, litigation costs and material bad
debts.
Non-operating exceptional items arise from costs incurred
outside the ordinary course of the Group’s business.
Such items include profits, losses and associated costs arising
on the disposal of surplus properties and businesses.
x) Segment reporting
Segmental information is presented on the same basis as that
used for internal reporting to the chief operating decision
maker.
y) Provisions
A provision is recognised in the balance sheet when the Group
has a present legal or constructive obligation as a result of a
past event, that can be reliably measured and it is probable that
an outflow of economic benefits will be required to settle the
obligation. Provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects risks
specific to the liability to the extent that the effect of
discounting is material. Provisions totalling £0.087 million have
been recognised at 31 March 2022 (2021: £nil); further details
can be found in note 25.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
101Carclo plc Annual report and accounts 2022
z) Non-current assets held for sale and
discontinued operations
A non-current asset or a group of assets containing a
non-current asset (a disposal group) is classified as held for sale
if its carrying amount will be recovered principally through sale
rather than through continuing use, it is available for immediate
sale and sale is highly probable within one year.
On initial classification as held for sale, non-current assets and
disposal groups are measured at the lower of previous carrying
amount and fair value less costs to sell with any adjustments
taken to profit or loss. The same applies to gains and losses on
subsequent remeasurement although gains are not recognised
in excess of any cumulative impairment loss. Any impairment
loss on a disposal group is first allocated to goodwill, and then
to remaining assets and liabilities on a pro-rata basis, except
that no loss is allocated to inventories, financial assets, deferred
tax assets, employee benefit assets and investment property,
which continue to be measured in accordance with the Group’s
accounting policies. Intangible assets and property, plant and
equipment once classified as held for sale or distribution are
not amortised or depreciated.
A discontinued operation is a component of the Group’s
business that represents a separate major line of business or
geographical area of operations that has been disposed of or is
held for sale, or is a subsidiary acquired exclusively with a view
to resale. Classification as a discontinued operation occurs
upon disposal or when the operation meets the criteria to be
classified as held for sale, if earlier. When an operation is
classified as a discontinued operation, the comparative income
statement is restated as if the operation has been discontinued
from the start of the comparative period.
aa) Government grants
Once there is reasonable assurance that the Group will comply
with any conditions attached to an income-based government
grant, such grants are recognised in the income statement over
the period in which the related costs are recognised as an
expense. They are presented by deducting the grant income
from the related expense unless by virtue of size or incidence
separate disclosure is required.
ab) Current versus non-current disclosure
Current liabilities are those which are due to be settled within
twelve months of the reporting date, or where the Group does
not have an unconditional right to defer for at least twelve
months after the reporting date. All other liabilities are
classified as non-current.
2. Accounting estimates and judgements
The preparation of the financial statements in conformity with
IFRS requires management to make judgements, estimates and
assumptions that affect the application of policies and reported
amounts of assets and liabilities, income and expenses.
The estimates and assumptions are based on historical
experience and various other factors that are believed to be
reasonable under the circumstances. These estimates and
assumptions form the basis for making judgements about the
carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from
these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the
revision affects only that period, or in the period of revision and
future periods if the revision affects both current and future
periods.
The following are the critical judgements and key sources of
estimation uncertainty that the Directors have made in the
process of applying the Group’s accounting policies and that
have the most significant effect on the amounts recognised in
the financial statements. Management has discussed these
with the Audit and Risk Committee. These should be read in
conjunction with the significant accounting policies provided in
the notes to the financial statements.
Going concern
Note 1 contains information about the preparation of these
financial statements on a going concern basis.
Key judgements
Management has exercised judgement over the likelihood of
the Group being able to continue to operate within its available
facilities and in accordance with its covenants for the twelve
months from the date of signing these financial statements.
This determines whether the Group should operate the going
concern basis of preparation for these financial statements.
Impairment of assets
Notes 15 and 16 contain information about management’s
estimates of the recoverable amount of cash generating units
and their risk factors.
Key judgements
Management has exercised judgement over the underlying
assumptions within the valuation models and has applied
judgement to determine the Group’s cash generating units to
which goodwill is allocated and against which impairment
testing is performed. These are key factors in their assessment
of whether there is any impairment in related goodwill or other
assets.
Recently acquired assets awaiting full scale production have
been considered for indicators of impairment. Judgement has
been applied when considering volumes and timing of orders.

102 Carclo plc Annual report and accounts 2022
Revenue recognition
As revenue from tooling contracts is recognised over time, the
amount of revenue recognised in a reporting period depends
on the extent to which the performance obligations have been
satisfied.
Key judgements
The revenue recognised on certain contracts in the Technical
Plastics segment required management to use judgement to
apportion contract revenue to the tooling performance
obligations.
Key sources of estimation uncertainty
Revenue recognised on certain contracts in the Technical
Plastics segment required management to estimate the
remaining costs to complete the tooling performance
obligation in order to determine the percentage of completion
and revenue to recognise in respect of those performance
obligations.
Recognition of deferred tax assets
Note 23 contains information about the deferred tax assets
recognised in the consolidated statement of financial position.
Key judgements
Management has exercised judgement over the level of future
taxable profits in the UK against which to relieve the Group’s
deferred tax assets. On this basis management believes it is
appropriate to recognise deferred tax assets and at
31March2022 UK deferred tax assets of £0.7 million have
been recognised (31 March 2021: £nil).
Classification of exceptional items
Note 9 contains information about items classified as
exceptional.
Key judgements
Management has exercised judgement over whether items are
exceptional as set out in the Group’s accounting policy –
see note 1 w).
Non-current assets held for sale
Key judgements
Note 21 contains information about assets classified as held for
sale.
Management has applied judgement in determining that a sale
and leaseback of one of the Technical Plastics sites was highly
probably at 31 March 2022 and as such has classified the
proportion in respect to the disposed useful economic life as
non-current assets held for sale at the balance sheet date.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
2. Accounting estimates and judgements continued
Impairment of assets continued
Key sources of estimation uncertainty
The Group tests whether goodwill has suffered any impairment
and considers whether there is any indication of impairment on
an annual basis. Goodwill at 31 March 2022 amounts to
£22.0million (2021: £21.1 million). As set out in more detail in
note 15, the recoverable amounts may be based on either
valuein use calculations or fair value less costs of disposal
calculations. The former requires the estimation of future cash
flows and the choice of a discount rate in order to calculate the
present value of the future cash flows. The latter method
requires the estimation of fair value.
Details of the sensitivity of assumptions are included in note 15.
Pension assumptions
Note 24 contains information about management’s estimate of
the net liability for defined benefit obligations and their risk
factors. The pension liability at 31 March 2022 amounts to
£26.0million (2021: £37.3 million).
Key sources of estimation uncertainty
The value of the defined benefit pension plan obligation is
determined by long-term actuarial assumptions. These
assumptions include discount rates, inflation rates and
mortality rates. Differences arising from actual experience or
future changes in assumptions will be reflected in the Group’s
consolidated statement of comprehensive income. The Group
exercises judgement in determining the assumptions to be
adopted after discussion with a qualified actuary. Details of the
key actuarial assumptions used and of the sensitivity of these
assumptions are included within note 24.
The scheme introduced a right for members to Pension
Increase Exchange (“PIE”) at retirement in the year to
31March2022 via a Deed of Amendment and communication
to deferred members. Having taken actuarial advice, the
Executive management has exercised judgement that,
similarto the Bridging Pension Option adopted last year,
40%of members will take the PIE option at retirement.
Thisestimate impacts on the past service credit recognised
asan exceptional item in the income statement.
Lease break options
Note 5 contains information about lease break options.
Key judgements
Management has applied judgement when determining the
expected certainty that a break option within a lease will be
exercised. Note 5 details the amount by which lease liabilities
would decrease if the Group were to exercise break options that
at 31 March 2022 management are reasonably certain will not
be exercised.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
103Carclo plc Annual report and accounts 2022
3. Segment reporting
The Group is organised into three, separately managed, business segments – Technical Plastics, Aerospace and Central.
These are the segments for which summarised management information is presented to the Group’s chief operating decision
maker (comprising the main Board and Group Executive Committee).
The Technical Plastics segment supplies fine tolerance, injection moulded plastic components, which are used in medical,
diagnostics, optical and electronic products. This business operates internationally in a fast-growing and dynamic market
underpinned by rapid technological development.
The Aerospace segment supplies systems to the manufacturing and aerospace industries.
The Central segment relates to central costs and non-trading companies.
The LED Technologies segment presented as a discontinued operation was a leader in the development of high-power LED lighting
for the premium automotive industry and was disposed of in the year to 31 March 2020. Since its disposal, further proceeds have
been received from the administrators of Wipac Limited (this year and prior), which are disclosed as profit on disposal of
discontinued operations below – see note 4.
Transfer pricing between business segments is set on an arm’s length basis. Segmental revenues and results include transfers
between business segments. Those transfers are eliminated on consolidation.
Analysis by business segment
The segment results for the year ended 31 March 2022 were as follows:
Technical Total LED
Plastics Aerospace Central (continuing Technologies Group
(continuing) (continuing) (continuing) operations) (discontinued) total
£000 £000 £000 £000 £000 £000
Consolidated income statement
Total revenue 123,869 4,707 — 128,576 — 128,576
Less inter-segment revenue — — — — — —
External revenue 123,869 4,707 — 128,576 — 128,576
Expenses (115,476) (4,030) (2,974) (122,480) — (122,480)
Underlying operating profit/(loss) 8,393 677 (2,974) 6,096 — 6,096
COVID-related US government grant income 2,087 — — 2,087 — 2,087
Operating profit/(loss) before exceptional items 10,480 677 (2,974) 8,183 — 8,183
Exceptional operating items — — 721 721 — 721
Operating profit/(loss) 10,480 677 (2,253) 8,904 — 8,904
Net finance expense (2,989) — (2,989)
Income tax expense (809) — (809)
Profit from operating activities after tax 5,106 — 5,106
Profit on disposal of discontinued operations,
net of tax – see note 4 — 693 693
Profit for the period 5,106 693 5,799
Consolidated statement of financial position
Segment assets 121,119 6,418 661 128,198 — 128,198
Segment liabilities (40,686) (998) (62,098) (103,782) — (103,782)
Net assets 80,433 5,420 (61,437) 24,416 — 24,416
Other segmental information
Capital expenditure on property, plant
and equipment 9,529 36 143 9,708 — 9,708
Capital expenditure on computer software 62 — 73 135 — 135
Depreciation 6,533 234 58 6,825 — 6,825
Amortisation of computer software 16 — 120 136 — 136
Amortisation of other intangibles 67 — — 67 — 67

104 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
3. Segment reporting continued
Analysis by business segment continued
The segment results for the year ended 31 March 2021 were as follows:
Technical Total LED
Plastics Aerospace Central (continuing Technologies Group
(continuing) (continuing) (continuing) operations) (discontinued) total
£000 £000 £000 £000 £000 £000
Consolidated income statement
Total revenue 102,473 5,091 — 107,564 — 107,564
Less inter-segment revenue — — — — — —
Total external revenue 102,473 5,091 — 107,564 — 107,564
Expenses (93,256) (4,541) (4,927) (102,724) — (102,724)
Underlying operating profit/(loss) 9,217 550 (4,927) 4,840 — 4,840
Exceptional operating items — — 4,490 4,490 (52) 4,438
Operating profit/(loss) 9,217 550 (437) 9,330 (52) 9,278
Net finance expense (2,659) — (2,659)
Income tax expense (457) — (457)
Profit/(loss) from operating activities after tax 6,214 (52) 6,162
Profit on disposal of discontinued operations, net of tax — 1,250 1,250
Profit for the period 6,214 1,198 7,412
Consolidated statement of financial position
Segment assets 109,217 6,073 730 116,020 — 116,020
Segment liabilities (33,951) (832) (73,326) (108,109) — (108,109)
Net assets 75,266 5,241 (72,596) 7,911 — 7,911
Other segmental information
Capital expenditure on property, plant and equipment 10,128 208 38 10,374 — 10,374
Capital expenditure on computer software 3 — 136 139 — 139
Depreciation 5,492 250 32 5,774 — 5,774
Impairment of property, plant and equipment — (13) — (13) — (13)
Amortisation of computer software 57 — 96 153 — 153
Amortisation of other intangibles 53 — — 53 — 53

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
105Carclo plc Annual report and accounts 2022
Analysis by geographical segment
The business operates in three main geographical regions – the United Kingdom, North America and in lower-cost regions
including the Czech Republic, China and India, and the geographical analysis was as follows:
Expenditure on tangible
fixed assets and
External revenue Net segment assets computer software
2022 2021 2022 2021 2022 2021
£000 £000 £000 £000 £000 £000
United Kingdom 12,632 12,413 (29,367) (41,577) 1,651 6,006
North America 65,296 50,814 27,267 25,173 6,918 3,720
Rest of world 50,648 44,337 26,516 24,315 1,274 787
128,576 107,564 24,416 7,911 9,843 10,513
The analysis of segment revenue represents revenue from external customers based upon the location of the customer.
The analysis of segment assets and capital expenditure is based upon the location of the assets.
The material components of the Central segment assets and liabilities are retirement benefit obligation net liabilities of
£25.979 million (2021: net liabilities of £37.275 million), and net borrowings of £36.134 million (2021: £34.017 million).
One Technical Plastics customer accounted for 37.8% (2021: 24.5%) and another customer for 10.4% of Group revenues from
continuing operations and similar proportions of trade receivables.
No other customer accounted for more than 10.0% of revenues from continuing operations in the year.
Deferred tax assets by geographical location are as follows: United Kingdom £0.952 million (2021: £nil), North America
£0.288million (2021: £0.277 million), rest of world £0.163 million (2021: £0.107 million).
Total non-current assets by geographical location are as follows: United Kingdom £24.159 million (2021: £23.096 million),
North America £28.142 million (2021: £24.212 million), rest of world £18.895 million (2021: £18.254 million).
4. Discontinued operation
Whilst there were no new discontinued operations in the year ended 31 March 2022 or in the prior year comparative, on 5 May 2021
and 6 August 2021, proceeds of £0.2 million and £0.3 million respectively were received from the administrators of Wipac Ltd which
was part of the LED Technologies segment that was classified as discontinued in the year to 31 March 2020 (31 March 2021:
£1.3million). The proceeds were received by the Group’s lending bank, HSBC, and used to prepay the Group’s term loan.
On 28 July 2021, an additional £0.2 million was received from the Wipac Ltd administrators in payment of a first and final dividend
for the Group’s unsecured creditor claim against the company. In accordance with the facility agreement, the first £0.1 million was
retained by the Group with the balance of £0.1 million used to prepay the Group’s term loan.
No net asset was recognised in the results for the year to 31 March 2021 for potential post balance sheet proceeds or dividends,
and, as such, the full £0.7 million has been recognised as exceptional profit on disposal of discontinued operations in the current
year.
Management does not expect to receive any further proceeds from the administrators of Wipac Ltd nor other proceeds from the
disposal of the LED Technologies segment.

106 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
5. Leases
The Group’s leases are principally for warehouse and manufacturing facilities with a small number of vehicles and other plant
andmachinery.
Information about leases for which the Group is a lessee is presented below.
Amounts recognised in the statement of financial position
i) Right-of-use assets
All right-of-use assets are included in property, plant and equipment (see note 16).
Land and Plant and
buildings equipment Total
£000 £000 £000
Balance at 1 April 2020 4,839 280 5,119
Depreciation charge for the year (1,322) (260) (1,582)
Additions to right-of-use assets 2,950 819 3,769
Derecognition of right-of-use assets (148) — (148)
Effect of movements in foreign exchange (167) (3) (170)
Balance at 31 March 2021 6,152 836 6,988
Depreciation charge for the year (1,877) (405) (2,282)
Additions to right-of-use assets 2,255 4,563 6,818
Effect of movements in foreign exchange 157 32 189
Balance at 31 March 2022 6,687 5,026 11,713
Additions to right-of-use assets during the twelve months ended 31 March 2022 include £1.410 million in respect of sale and
leaseback plant and equipment.
ii) Lease liabilities
Lease liabilities have been presented as loans and borrowings (see note 22).
Amounts recognised in the income statement
2022 2021
£000 £000
Interest on lease liabilities 527 210
Expenses relating to short-term leases 13 42
Depreciation and impairment expense on leases 2,282 1,582
Amounts recognised in consolidated statement of cash flows
2022 2021
£000 £000
Total cash outflow for leases (3,736) (1,853)
Break options
Some property leases contain break options exercisable by the Group, typically at the five-year anniversary of the lease inception.
Where practicable, the Group seeks to include break options in new leases to provide operational flexibility. The Group assesses at
lease commencement date whether it is reasonably certain to exercise the break options. The Group reassesses whether it is
reasonably certain to exercise the options if there is a significant event or significant changes in circumstances within its control.
The Group has estimated that the potential future lease payments, should it exercise the break options, would result in a decrease
in lease liabilities of £1.3 million (2021: £2.8 million).

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
107Carclo plc Annual report and accounts 2022
6. Revenue from contracts with customers
a) Nature of goods and services
The following is a description of the principal activities – separated by reportable segments – from which the Group generates its
revenues. For more detailed information about reportable segments, see note 3.
i) Technical Plastics segment:
The Technical Plastics segment supplies fine tolerance, injection moulded plastic components, which are used in medical,
diagnostics, optical and electronics products. Technical Plastics revenues comprise two typical project types: manufacturing and
tooling.
Manufacturing
The majority of Technical Plastics’ business is in manufacturing injection moulded product.
Control of manufactured finished goods transfers to customers on delivery. Therefore revenue is recognised at a point in time,
on delivery of individual manufactured products to customers.
Tooling
The Technical Plastics business also designs, builds and validates injection moulding tools for customers. Depending on the
contract, each of these three elements of the tooling process may be deemed a distinct performance obligation under IFRS 15,
or a single performance obligation, as contracts with customers may include one or more elements of the tooling process.
The majority of tooling performance obligations are satisfied over time, either on input methods (passage of time or costs to
complete) or output methods (milestones achieved). These methods recognise revenue on a basis that is representative of the
enhancement of the tool and therefore satisfaction of the performance obligation.
Some Technical Plastics contracts include both tooling and manufacturing performance obligations.
ii) Aerospace segment:
The Aerospace segment manufactures components for the aerospace industries.
Control of manufactured finished goods transfers to customers on delivery. Therefore revenue is recognised at a point in time,
on delivery of individual manufactured products to customers.
b) Disaggregation of revenue
Continuing operations
Technical Technica l Group Group
Plastics Plastics Aerospace Aerospace total total
2022 2021 2022 2021 2022 2021
£000 £000 £000 £000 £000 £000
Major products/service lines
Manufacturing 98,734 88,210 4,707 5,091 103,441 93,301
Tooling 25,135 14,263 — — 25,135 14,263
123,869 102,473 4,707 5,091 128,576 107,564
Timing of revenue recognition
Products transferred at a point in time 98,872 88,210 4,707 5,091 103,579 93,301
Products and services transferred over time 24,997 14,263 — — 24,997 14,263
123,869 102,473 4,707 5,091 128,576 107,5 6 4
Refer to note 3 for information on reliance on major customers.
c) Contract balances
The following table provides information about trade receivables, contract assets and contract liabilities from contracts with
customers.
2022 2021
£000 £000
Trade receivables (see note 19) 14,792 15,496
Contract assets (see note 18) 7,700 2,898
Contract liabilities (6,854) (6,327)
15,638 12,067
Contract assets have increased at 31 March 2022 due to a significant medical tooling project which is ongoing at the period end.

108 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
6. Revenue from contracts with customers continued
c) Contract balances continued
The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the reporting date
on its tooling contracts in Technical Plastics.
The contract liabilities relate to the advance consideration received from customers before the related revenue has been
recognised; this applies to tooling contracts in Technical Plastics.
The following table provides information about revenue recognised in the current period that was included in the contract liability
balance at the beginning of the period:
2022 2021
£000 £000
Revenue recognised 6,138 1,607
d) Transaction price allocated to remaining performance obligations
The following table includes revenue expected to be recognised in the future related to performance obligations that are (partially)
unsatisfied at the reporting date.
The Group is making use of the practical expedient not to include revenue on contracts with an original expected duration of one
year or less.
Revenue expected to be recognised
2023 2024 2025 2026
£000 £000 £000 £000
Tooling – Technical Plastics 9,473 1,937 1,571 93
7. Operating profit
Operating profit from continuing operations is arrived at as follows:
2022 2021
£000 £000
Revenue 128,576 107,56 4
(Increase)/decrease in stocks of finished goods and work in progress (924) 2,006
Raw materials and consumables 59,629 46,946
Personnel expenses (see note 8) 34,971 31,554
Impairment loss on trade and other receivables, including contract assets 2 14
Amortisation of intangible assets 203 206
Depreciation of property, plant and equipment 6,825 5,774
Auditor’s remuneration:
Fees payable to the Company’s auditor for the audit of the Company’s annual accounts 163 171
Fees payable to the Company’s auditor and its associates for other services:
The audit of the Company’s subsidiaries, pursuant to legislation 87 124
Audit-related assurance services 35 32
Total auditor’s remuneration 285 327
Exceptional items:
Rationalisation costs (see note 9) 133 1,968
Past service credit in respect of retirement benefits (see note 24) (854) (6,458)
Total exceptional items (721) (4,490)
COVID-related US government grant income (2,087) —
Foreign exchange losses 217 745
Pension scheme administration costs 1,000 1,117
Other operating charges 20,272 14,035
119,672 98,234
Operating profit 8,904 9,330
Exceptional rationalisation costs include £0.211 million (2021: £0.447 million) of pension scheme administration costs.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
109Carclo plc Annual report and accounts 2022
8. Personnel expenses
2022 2021
£000 £000
Wages and salaries 29,941 26,951
Social security contributions 3,712 3,563
Charge in respect of defined contribution and other pension plans 1,247 1,039
Share-based payments (see note 27) 71 1
34,971 31,554
Exceptional credit regarding past service costs (see notes 9, 24) (854) (6,458)
34,117 25,096
Directors’ remuneration and emoluments, which are included in this analysis, are described in the Directors’ remuneration report
on pages 57 to 75.
No options vested under the PSP scheme during the year or during the comparative period, therefore there were no gains made
by the Directors to disclose.
The average monthly number of persons employed by the Group during the year was as follows:
2022 2021
Number of Number of
employees employees
By segment
Central 18 20
Technical Plastics 993 967
Aerospace 51 61
1,062 1,048
By geographic location
United Kingdom 332 306
North America 384 378
Rest of world 346 364
1,062 1,048
9. Exceptional items
2022 2021
£000 £000
Continuing operations
Rationalisation costs (133) (1,968)
Gain in respect of retirement benefits – see note 24 854 6,458
721 4,490
Discontinued operations
Rationalisation costs — (52)
Profit on disposal of discontinued operations – see note 4 693 1,250
693 1,198
1,414 5,688

110 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
9. Exceptional items continued
The revenue and cost impacts of the COVID-19 pandemic are so pervasive and difficult to identify that they cannot be readily
separated and quantified from the ongoing trading of the Group. As a result, consistent with the results reported in the financial
statements for the year ended 31 March 2021, neither COVID-19-related costs nor credits arising from government assistance have
been presented as exceptional items in the consolidated income statement for the year ending 31 March 2022.
Rationalisation costs from continuing operations during the period relate to the restructuring and refinancing of the Group.
These include £0.1 million credit in respect to legal and professional accruals released (2021: £1.3 million costs), £0.1 million for
consultants’ fees (2021: £0.1 million) and £0.2 million exceptional pension scheme administration costs (2021: £0.5 million).
The gain in respect to retirement benefits is a past service credit for the impact of introducing a Pension Increase Exchange option
to members (2021: past service credit in respect to the introduction of a bridging pension option, partly offset by a past service
cost relating to GMP equalisation). See note 24 for more information.
The profit on disposal of discontinued operations of £0.7 million (2021: £1.3 million) is proceeds received in the current year from
the administrators of Wipac Limited. See note 4.
10. Government support for COVID-19
During the period and the comparative period the Group has utilised governmental support in some of its operating locations to
mitigate the impact of COVID-19. Support has been in the form of grants, loans and deferral of tax payments.
The governmental support utilised during the period was:
2022 2021
£000 £000
Grants – used to offset labour and variable costs, included within operating expenses 2,157 747
Loans – presented in loans and borrowings — 2,104
Payment deferrals – presented in trade and other payables — 68
In April 2020, the Group received a loan under the Payback Protection Program, underwritten by the US government in support of
COVID-19 for $2.9 million, presented as loans and borrowings in the prior year comparatives. On 5 May 2021, notice of forgiveness
of the loan was received from the Small Business Administration, resulting in its conversion from a loan to a grant and therefore its
release to the consolidated income statement. In the year ended 31 March 2022, the full amount has been recognised within
operating profit in the income statement as a credit to offset labour and variable COVID-19-related costs incurred to date.
The credit of £2.1 million, recognised in respect to this COVID-19-related government grant, has been presented separately on
the face of the consolidated income statement for the year ended 31 March 2022 for clarity due to its value and nature.
11. Finance revenue and expense
2022 2021
£000 £000
Finance revenue comprises:
Interest receivable on cash at bank 77 42
Finance revenue 77 42
Finance expense comprises:
Bank loans and overdrafts (1,794) (1,559)
Lease interest (527) (210)
Other (18) (90)
Net interest on the net defined benefit liability (727) (842)
Finance expense (3,066) (2,701)

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
111Carclo plc Annual report and accounts 2022
12. Income tax expense
The expense recognised in the consolidated income statement comprises:
2022 2021
£000 £000
United Kingdom corporation tax
Corporation tax on losses for the current year — 308
Adjustments for prior years (14) —
Overseas taxation
Current tax (1,266) (564)
Adjustments for prior years (190) (37)
Total current tax net expense (1,470) (293)
Deferred tax expense
Origination and reversal of temporary differences:
Deferred tax 629 (80)
Adjustments for prior years 32 (84)
Total deferred tax credit/(charge) – see note 23 661 (164)
Total income tax expense recognised in the consolidated income statement (809) (457)
Reconciliation of tax expense for the year
The tax assessed for the year is lower (2021: lower) than the standard rate of corporation tax in the UK. The differences are
explained as follows:
2022 2021
£000 % £000 %
Profit before tax 6,608 7,869
Income tax using standard rate of UK corporation tax of 19% (2021: 19%) 1,256 19.0 1,495 19.0
Other items not deductible for tax purposes 267 4.0 99 1.3
R&D tax relief (22) (0.3) (26) (0.3)
Income not taxable (603) (9.1) (456) (5.8)
Adjustments in respect of overseas tax rates 273 4.1 62 0.8
Recognition of deferred tax asset previously unrecognised (657) (9.9) — —
Release of tax provisions — — (308) (3.9)
Other temporary differences (412) (6.2) (650) (8.3)
Adjustment to current tax in respect of prior periods (UK and overseas) 204 3.1 37 0.5
Adjustments to deferred tax in respect of prior periods (UK and overseas) (32) (0.5) 84 1.1
Foreign taxes expensed in the UK 535 8.1 120 1.5
Total income tax expense 809 12.2 457 5.8
Tax on items charged outside of the consolidated income statement
2022 2021
£000 £000
Recognised in other comprehensive income:
Foreign exchange movements 127 (137)
Total income tax charged/(credited) to other comprehensive income 127 (137)

112 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
13. Earnings per share
The calculation of basic earnings per share is based on the profit attributable to equity holders of the parent company divided by
the weighted average number of ordinary shares outstanding during the year.
The calculation of diluted earnings per share is based on the profit attributable to equity holders of the parent company divided by
the weighted average number of ordinary shares outstanding during the year (adjusted for dilutive options).
The following details the result and average number of shares used in calculating the basic and diluted earnings per share:
2022 2021
£000 £000
Profit after tax but before profit on discontinued operations 5,106 6,214
Profit attributable to non-controlling interests — —
Profit attributable to ordinary shareholders from continuing operations 5,106 6,214
Profit on discontinued operations, net of tax 693 1,198
Profit after tax, attributable to equity holders of the parent 5,799 7,412
2022 2021
Shares Shares
Weighted average number of ordinary shares in the year 73,419,193 73,419,193
Effect of share options in issue 324,977 15,974
Weighted average number of ordinary shares (diluted) in the year 73,744,170 73,435,167
In addition to the above, the Company also calculates an earnings per share based on underlying profit as the Board believes this
provides a more useful comparison of business trends and performance. Underlying profit is defined as profit before impairments,
rationalisation costs, one-off retirement benefit effects, exceptional bad debts, business closure costs, litigation costs, other
separately disclosed one-off items and the impact of property and business disposals, net of attributable taxes.
The following table reconciles the Group’s profit to underlying profit used in the numerator in calculating underlying earnings
per share:
2022 2021
£000 £000
Profit after tax, attributable to equity holders of the parent 5,799 7,412
Continuing operations:
Exceptional – Rationalisation and restructuring costs, net of tax 133 1,968
Exceptional – Gain in respect of retirement benefits, net of tax (854) (6,458)
COVID-related US government grant income, net of tax (2,087) —
Discontinued operations:
Exceptional – Rationalisation and restructuring costs, net of tax — 52
Exceptional – Gain on disposal of discontinued operations, net of tax (693) (1,250)
Underlying profit attributable to equity holders of the parent 2,298 1,724
COVID-related US government grant income, net of tax 2,087 —
Profit after tax but before exceptional items, attributable to equity holders of the parent 4,385 1,724
Underlying operating profit – continuing operations 6,096 4,840
Finance revenue – continuing operations 77 42
Finance expense – continuing operations (3,066) (2,701)
Income tax expense – continuing operations (809) (457)
Underlying profit attributable to equity holders of the parent – continuing operations 2,298 1,724
COVID-related US government grant income, net of tax 2,087 —
Profit after tax but before exceptional items – continuing operations 4,385 1,724

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
113Carclo plc Annual report and accounts 2022
The following table summarises the earnings per share figures based on the above data:
2022 2021
Pence Pence
Basic earnings per share – continuing operations 7.0 8.5
Basic earnings per share – discontinued operations 0.9 1.6
Basic earnings per share 7.9 10.1
Diluted earnings per share – continuing operations 6.9 8.5
Diluted earnings per share – discontinued operations 0.9 1.6
Diluted earnings per share 7.9 10.1
Underlying earnings per share – basic – continuing operations 3.1 2.4
Underlying earnings per share – basic – discontinued operations — —
Underlying earnings per share – basic 3.1 2.4
Underlying earnings per share – diluted – continuing operations 3.1 2.4
Underlying earnings per share – diluted – discontinued operations — —
Underlying earnings per share – diluted 3.1 2.4
Earnings per share before exceptional items – basic – continuing operations 6.0 2.4
Earnings per share before exceptional items – basic – discontinued operations — —
Earnings per share before exceptional items – basic 6.0 2.4
Earnings per share before exceptional items – diluted – continuing operations 6.0 2.4
Earnings per share before exceptional items – diluted – discontinued operations — —
Earnings per share before exceptional items – diluted 6.0 2.4
14. Dividends paid and proposed
The Directors are not proposing a final dividend for the year ended 31 March 2022 (2021: £nil). Under the terms of the restructuring
agreement entered into on 14 August 2020, the Group is not permitted to make a dividend payment to shareholders up to the
period ending in July 2023.

114 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
15. Intangible assets
Patents and Customer-
development related Computer
Goodwill costs intangibles software Total
£000 £000 £000 £000 £000
Cost
Balance at 31 March 2020 24,127 16,734 583 1,664 43,108
Additions — — — 139 139
Disposals — — — (11) (11)
Effect of movements in foreign exchange (1,719) — (56) (51) (1,826)
Balance at 31 March 2021 22,408 16,734 527 1,741 41,410
Additions — — — 135 135
Effect of movements in foreign exchange 686 — 26 23 735
Balance at 31 March 2022 23,094 16,734 553 1,899 42,280
Amortisation
Balance at 31 March 2020 2,165 16,734 202 1,127 20,228
Amortisation for the year — — 53 153 206
Disposals — — — (6) (6)
Effect of movements in foreign exchange (822) — (20) (24) (866)
Balance at 31 March 2021 1,343 16,734 235 1,250 19,562
Amortisation for the year — — 67 136 203
Effect of movements in foreign exchange (213) — — 14 (199)
Balance at 31 March 2022 1,130 16,734 302 1,400 19,566
Carrying amounts
At 1 April 2020 21,962 — 381 537 22,880
At 31 March 2021 21,065 — 292 491 21,848
At 31 March 2022 21,964 — 251 499 22,714
The Group has incurred research and development costs of £0.2 million (2021: £0.1 million) which have been included within
operating expenses in the income statement.
Impairment tests for cash generating units containing goodwill
Goodwill acquired in a business combination is allocated at acquisition to the cash generating units (“CGUs”) that are expected to
benefit from that business combination. The carrying amount of goodwill is allocated to the Group’s principal CGUs, being the
operating segments described in the operating segment descriptions in note 3.
The carrying value of goodwill at 31 March 2022 and 31 March 2021 is allocated wholly to the Technical Plastics cash generating unit
as follows:
The following cash generating units have significant carrying amounts of goodwill post impairment:
2022 2021
£000 £000
Technical Plastics 21,964 21,065
At 31 March 2022, the recoverable amount of the Technical Plastics cash generating unit was determined on a calculation of value
in use, being the higher of that and fair value less costs of disposal “FVLCD”. The results of each produced the same answer, that
there is no impairment of goodwill.
The value in use calculations use cash flow projections based upon financial budgets approved by management covering a
three-year period. Cash flows beyond the three-year period are extrapolated using estimated growth rates of between 2.3%
and 4.2% (2021: 1.5% and 4.6%) depending upon the market served.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
115Carclo plc Annual report and accounts 2022
The cash flows were discounted at pre-tax rates in the range 6.1%-8.7% (2021: 4.9%-8.4%). These rates are calculated and
reviewed annually and are based on the Group’s weighted average cost of capital. Changes in income and expenditure are based
on expectations of future changes in the market. Sensitivity testing of the recoverable amount to reasonably possible changes in
key assumptions has been performed, including changes in the discount rate and changes in forecast cash flows.
All other assumptions unchanged, a 6.6% (2021: 7.8%) increase in the discount rate increasing the range to 12.7% -15.3% (2021:
12.6%-16.1%), or a 45% (2021: 47%) decrease in underlying EBIT would reduce the headroom on the Technical Plastics CGU to £nil.
Should the discount rate increase further than this or the profitability decrease further, then an impairment of the goodwill would
be likely.
16. Property, plant and equipment
Land and Plant and
buildings equipment Total
£000 £000 £000
Cost
Balance at 31 March 2020 33,180 65,467 98,647
Additions 5,011 5,363 10,374
Disposals (148) (1,195) (1,343)
Effect of movements in foreign exchange (1,597) (1,976) (3,573)
Balance at 31 March 2021 36,446 67,659 104,105
Additions 5,792 3,916 9,708
Disposals (3) (1,087) (1,090)
Reclassification to assets held for sale (608) — (608)
Effect of movements in foreign exchange 1,296 1,639 2,935
Balance at 31 March 2022 42,923 72,127 115,050
Depreciation and impairment losses
Balance at 31 March 2020 10,980 47,272 58,252
Depreciation charge for the year 2,508 3,266 5,774
Disposals — (1,150) (1,150)
Impairment — (13) (13)
Effect of movements in foreign exchange (640) (1,336) (1,976)
Balance at 31 March 2021 12,848 48,039 60,887
Depreciation charge for the year 3,338 3,487 6,825
Disposals (2) (1,068) (1,070)
Reclassification to assets held for sale (342) — (342)
Effect of movements in foreign exchange 621 1,165 1,786
Balance at 31 March 2022 16,463 51,623 68,086
Carrying amounts
At 1 April 2020 22,200 18,195 40,395
At 31 March 2021 23,598 19,620 43,218
At 31 March 2022 26,460 20,504 46,964
At 31 March 2022, properties with a carrying amount of £2.69 million were subject to a registered charge in favour of the Group
pension scheme (2021: £2.75 million) capped at £5.1 million.
Property, plant and equipment includes right-of-use assets as set out in note 5.
Land and buildings with a carrying value of £0.3 million have been reclassified to assets held for sale as set out in note 21.
The impact of the global pandemic, and as a result the downturn in air travel, has been particularly hard on the Aerospace segment
and the division saw an adverse effect on its customer base which in the prior year was deemed by management to be an
indication of impairment. Following a result largely in line with budget for the year to 31 March 2022 and trading and order book
strong in the period subsequent to the balance sheet date, management no longer believe this to be the case.

116 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
17. Inventories
2022 2021
£000 £000
Raw materials and consumables 9,460 6,218
Work in progress 329 319
Finished goods 7,198 6,284
16,987 12,821
The value of inventories is stated after impairment for obsolescence and write downs to net realisable value of £0.858 million
(2021: £1.043 million).
18. Contract assets
2022 2021
£000 £000
Contract assets – see note 6 7,700 2,898
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss
allowance for all contract assets.
To measure the expected credit losses, contract assets have been grouped based on shared credit risk characteristics.
The contract assets relate to unbilled work in progress and are therefore not past due. The Group has reviewed the risk
characteristics and considers them to be the same as the trade receivables not past due for the same types of contracts.
The Group has concluded that the expected loss rates for the contract assets are therefore £nil (2021: £nil).
Against an opening contract asset balance of £2.898 million at 31 March 2021, invoicing of £2.862 million during the year to
31March2022 indicates that the contract asset has been mostly recovered during the period.
19. Trade and other receivables
2022 2021
£000 £000
Amounts due within one year
Trade receivables 14,836 15,512
Less impairment provisions (44) (16)
14,792 15,496
Prepayments 2,454 1,361
Other debtors 2,456 2,397
Trade and other receivables – due within one year 19,702 19,254
Amounts due after one year
Other debtors and prepayments 115 112
Trade and other receivables – due after one year 115 112
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss
allowance for all trade receivables.
The lifetime expected loss allowance takes into account historical credit loss and impairment experience for the ongoing customer
base as well as recent credit intelligence for key customer accounts which in turn takes into account the impacts of COVID-19 on
credit risk.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
117Carclo plc Annual report and accounts 2022
To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the
days past due. On that basis, the loss allowance as at 31 March 2022 was determined as follows for trade receivables:
2022 2021
Gross Gross
carrying Loss Expected carrying Loss Expected
amount allowance loss rate amount allowance loss rate
£000 £000 % £000 £000 %
Not past due 13,626 — 0.0% 13,413 — 0.0%
Past due 0 – 30 days 1,090 — 0.0% 1,973 — 0.0%
Past due 31 – 60 days 55 — 0.0% 50 — 0.0%
Past due 61 – 120 days 21 — 0.0% 58 — 0.0%
More than 120 days 44 44 100.0% 18 16 88.9%
14,836 44 0.3% 15,512 16 0.1%
The movement in the allowance for impairment in respect of trade receivables and contract assets during the period was as
follows:
2022 2021
£000 £000
Balance at 1 April 16 16
Amounts written off (2) —
Net measurement of loss allowance 30 —
Balance at 31 March 44 16
20. Cash and cash deposits
2022 2021
£000 £000
Cash at bank and in hand 12,347 15,485
At 31 March 2022 Carclo plc’s overdraft of £2.4 million (2021: £4.6 million) has been recognised within cash and cash deposits when
consolidated due to a right of set-off under a UK net overdraft arrangement
21. Non-current assets classified as held for sale
2022 2021
£000 £000
Land and buildings held for sale 266 —
Net assets held for sale 266 —
At 31 March 2022, the Group is close to finalising an agreement with a buyer for the sale and leaseback of a Technical Plastics
manufacturing site at Tucson, Arizona, USA. The carrying amount of the property at 31 March 2022 is £0.6 million, however only
the proportion relating to the disposed useful life has been classified as held for sale at year end. £0.4 million, being the proportion
expected to be recognised as a right-of-use asset on completion, continues to be disclosed as a non-current asset within property,
plant and equipment at 31March 2022.
On 29 April 2022, subsequent to the balance sheet date, the Group entered into a sale and leaseback agreement for the Tucson
site. See note 34 for further details.

118 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
22. Loans and borrowings
2022 2021
£000 £000
Current
Bank loans:
Term loan 1,331 1,473
Lease liabilities:
Land and buildings 988 1,291
Plant and equipment 559 176
Other loans:
Government COVID-19 support loans — 2,104
Other loans 70 40
2,948 5,084
Non-current
Bank loans repayable between one and two years:
Term loan 28,929 1,273
Revolving credit facility 3,500 —
Bank loans repayable between two and five years:
Term loan — 29,066
Revolving credit facility — 2,000
Lease liabilities:
Land and buildings 5,957 4,880
Plant and equipment 3,366 708
Other loans:
Other loans repayable between one and two years 43 42
Other loans repayable between two and five years 9 28
41,804 37,997
Total loans and borrowings 44,752 43,081
The Group has a UK multi-currency net overdraft facility with a £nil net limit and a £12.5 million gross limit agreed as part of the
refinancing arrangement signed on 14 August 2020. The overdrafts bear interest at between 2.0% and 4.5% above prevailing UK
bank base rates. At 31 March 2022, Carclo plc’s overdraft of £2.4 million (2021: £4.6 million) has been recognised within cash and
cash deposits when consolidated due to a right of set-off.
The debt facilities available to the Group comprise a term loan of £30.3 million, of which £1.4 million will be amortised by
30September 2022 and a £3.5 million revolving credit facility which was fully utilised as of 31 March 2022. Both of these facilities
mature on 31 July 2023.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
119Carclo plc Annual report and accounts 2022
The term loans are denominated as follows: sterling 19.5 million, US dollar 13.3 million and euro 4.9 million. £1.4 million of the
sterling facility will be amortised by 30 September 2022 with the balance on this and the two foreign currency facilities payable
attermination on 31 July 2023. Carclo Plc is required, per the agreement, to prepay borrowings of amounts equal to excess cash
arising from disposal, intercompany and insurance proceeds. During the year to 31 March 2022, proceeds amounting to
£0.6million were received from the Administrators of Wipac Ltd by HSBC and were used to prepay the term loan. In addition to
this, a further £1.6 million of scheduled prepayments were made by the Company to further reduce the loan during the period.
Bank loans incur interest at between 1.9% and 4.5% above prevailing bank base rates.
The bank facilities are subject to four covenants to be tested on a quarterly basis:
1. underlying interest cover;
2. net debt to underlying EBITDA;
3. core subsidiary underlying EBITA; and
4. core subsidiary revenue
Core subsidiaries are defined as Carclo Technical Plastics Ltd, Bruntons Aero Products Ltd, Carclo Technical Plastics (Brno) s.r.o,
CTP Carrera Inc and Jacottet Industrie SAS, with CTP Taicang Co. Ltd and Carclo Technical Plastics Pvt Co Ltd being treated as
non-core for the purposes of these covenants.
In addition, the pension scheme has the benefit of a fifth covenant to be tested on 1 May each year up to and including 2023.
Inrespect to the years to 31 March 2022 and 31 March 2023 the test requires any shortfall of pension deficit recovery contributions
when measured against Pension Protection Fund priority drift (which is a measure of the increase in the UK Pension Protection
Fund’s potential exposure to the Group’s pension scheme liabilities) to be met by a combination of cash payments to the scheme,
plus a notional (non-cash) proportion of the increase in the underlying value of the Technical Plastics and Aerospace businesses
based on an EBITDA multiple for those businesses which is to be determined annually.
The Group has complied with the financial covenants of its borrowing facilities during the financial reporting period.
Under the terms of the restructuring agreement, the Group is not permitted to make a dividend payment to the shareholders of
Carclo plc up to the period ending in July 2023.
Bank loans include £33.8 million (2021: £33.8 million) secured on the assets of the Group. The bank loan facilities are secured by
guarantees from certain Group companies and by fixed and floating charges over certain of the assets of a number of the Group’s
companies.
As part of the debt restructuring which concluded on 14 August 2020, security was granted by certain Group companies to the
bank such that at 31 March 2022 the gross value of the assets secured, which includes applicable intra-group balances, goodwill
and investments in subsidiaries at net book value in the relevant component companies’ accounts, but which eliminate in the
Group upon consolidation, amounted to £248.2 million (2021: £251.2 million). Excluding the assets which eliminate in the Group
upon consolidation the value of the security was £31.1 million (2021: £32.8 million).

120 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
22. Loans and borrowings continued
Reconciliation of movements of liabilities to cash flows arising from financing activities
Bank overdrafts
used for cash Government
management Term COVID-19 Revolving Lease Other
purposes loan support loan credit facility liabilities loans Total
£000 £000 £000 £000 £000 £000 £000
Balance at 31 March 2020 10,957 — — 30,442 5,250 17 46,666
Changes from financing cash flows
Drawings on new facilities — 34,354 2,243 2,000 — 100 38,697
Transaction costs associated with the issue of debt — (380) — — — — (380)
Repayment of borrowings — (1,589) — (30,071) (1,601) (6) (33,267)
— 32,385 2,243 (28,071) (1,601) 94 5,050
Effect of changes in foreign exchange rates — (657) (139) (371) (215) (1) (1,383)
Liability–related other changes
Changes in bank overdraft 2,184 — — — — — 2,184
Drawing on new facilities — — — — 3,769 — 3,769
Termination of facilities (13,193) — — — (148) — (13,341)
Interest expense 61 84 — — — — 145
Interest receivable (9) — — — — — (9)
(10,957) 84 — — 3,621 — (7,252)
Equity–related other changes — — — — — — —
Balance at 31 March 2021 — 31,812 2,104 2,000 7,055 110 43,081
Changes from financing cash flows
Drawings on new facilities — — — 1,500 — 75 1,575
Repayment of borrowings — (2,218) — — (3,195) (64) (5,477)
— (2,218) — 1,500 (3,195) 11 (3,902)
Effect of changes in foreign exchange rates — 440 (17) — 192 1 616
Liability-related other changes
Drawings on new facilities — — — — 6,818 — 6,818
Conversion of loan to a grant (see note 10) — — (2,087) — — — (2,087)
Interest expense — 226 — — — — 226
— 226 (2,087) — 6,818 — 4,957
Equity-related other changes — — — — — — —
Balance at 31 March 2022 — 30,260 — 3,500 10,870 122 44,752

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
121Carclo plc Annual report and accounts 2022
23. Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
2022 2021
£000 £000
Assets:
Property, plant and equipment 283 —
Short-term timing differences 250 252
Tax losses 870 132
Deferred tax assets 1,403 384
Liabilities:
Intangible assets (2,622) (2,516)
Property, plant and equipment (1,546) (1,400)
Short-term timing differences (317) (284)
Foreign tax on undistributed foreign profits (393) (193)
Deferred tax liabilities (4,878) (4,393)
Net deferred tax liability (3,475) (4,009)
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
2022 2021
£000 £000
Tax losses – trading 3,770 5,174
Tax losses – capital 50 529
Tax losses – non-trading 1,494 35
Property, plant and equipment 2,185 702
Short-term timing differences 12 62
Employee benefits 6,333 7,0 8 6
13,844 13,588
Deferred tax assets have not been recognised on the balance sheet to the extent that the underlying timing differences are not
expected to reverse. The nature of the tax regimes in certain of the regions in which Carclo operates are such that tax losses may
arise even though the business is profitable. This situation is expected to continue in the medium term. An increase in deferred tax
losses recognised as a deferred tax asset as at 31 March 2022 is based upon the latest approved business plan and profitability
levels therein. Capital losses will be recognised at the point when a transaction gives rise to an offsetable capital gain. This was not
the case at 31March 2022. Similarly, non-trading losses will only be utilised against future non-trading profits. No such, non-trading
profits are foreseen at 31 March 2022.
£0.2 million of the tax losses recognised at 31 March 2022 (2021: £0.1 million) are time restricted to five years, the remainder are
available to carry forward without time restriction.
At 31 March 2022, £0.4 million of deferred tax liabilities were recognised for taxes that would be deductible on the unremitted
earnings of the Group’s overseas subsidiary undertakings (2021: £0.2 million). As the Group policy is to continually reinvest in those
businesses, provision has not been made against unremitted earnings that are not planned to be remitted. If all earnings were
remitted it is estimated that £0.4 million of additional tax would be payable (2021: £0.6 million).
Deferred tax assets and liabilities at 31 March 2022 have been calculated based on the rates substantively enacted at the balance
sheet date.
A change to the main UK corporation tax rate, set out in the Finance Bill 2021, was substantively enacted on 24 May 2021, with the
main rate of corporation tax to become 25% from 1 April 2023.

122 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
23. Deferred tax assets and liabilities continued
Reconciliation of movement in recognised deferred tax assets
Balance Balance
as at Recognised Recognised as at
1 Apr 21 in income in equity 31 Mar 22
£000 £000 £000 £000
Property, plant and equipment (1,400) 203 (66) (1,263)
Intangible assets (2,516) (37) (69) (2,622)
Short-term timing differences (32) (33) (2) (67)
Tax losses 132 728 10 870
Foreign tax on undistributed foreign profits (193) (200) — (393)
(4,009) 661 (127) (3,475)
Balance Balance
as at Recognised Recognised as at
1 Apr 20 in income in equity 31 Mar 21
£000 £000 £000 £000
Property, plant and equipment (1,271) (304) 175 (1,400)
Intangible assets (2,654) — 138 (2,516)
Short-term timing differences 8 (38) (2) (32)
Tax losses 165 (29) (4) 132
Foreign tax on undistributed foreign profits (400) 207 — (193)
(4,152) (164) 307 (4,009)
24. Retirement benefit obligations
The Group operates a defined benefit UK pension scheme which provides pensions based on service and final pay. Outside of the
UK, retirement benefits are determined according to local practice and funded accordingly.
In the UK, Carclo plc sponsors the Carclo Group Pension Scheme (the “Scheme”), a funded defined benefit pension scheme which
provides defined benefits for some of its members. This is a legally separate, trustee-administered fund holding the Scheme’s
assets to meet long-term pension liabilities for some 2,662 current and past employees as at 31 March 2022.
The trustees of the Scheme are required to act in the best interest of the Scheme’s beneficiaries. The appointment of the trustees
is determined by the Scheme’s trust documentation. It is policy that at least one-third of all trustees should be nominated by the
members. The trustees currently comprise two Company-nominated trustees (of which one is an independent professional
trustee and one is the independent professional Chairperson) as well as two member-nominated trustees. The trustees are also
responsible for the investment of the Scheme’s assets.
The Scheme provides pensions and lump sums to members on retirement and to their dependants on death. During the year to
31March 2022, the Scheme introduced a Pension Increase Exchange option (“PIE”), see below for further details. The level of
retirement benefit is principally based on final pensionable salary prior to leaving active service and is linked to changes in inflation
up to retirement. The defined benefit section is closed to new entrants, who now have the option of entering into a separate
defined contribution scheme, and the Group has elected to cease future accrual for existing members of the defined benefit
section such that members who have not yet retired are entitled to a deferred pension.
The Company currently pays contributions to the Scheme as determined by regular actuarial valuations. The trustees are required
to use prudent assumptions to value the liabilities and costs of the Scheme whereas the accounting assumptions under IAS 19
must be best estimates.
The Scheme is subject to the funding legislation, which came into force on 30 December 2005, outlined in the Pensions Act 2004.
This, together with documents issued by the Pensions Regulator, and Guidance Notes adopted by the Financial Reporting Council,
set out the framework for funding defined benefit occupational pension plans in the UK.
A full actuarial valuation was carried out as at 31 March 2018 in accordance with the scheme funding requirements of the Pensions
Act 2004. The funding of the Scheme is agreed between the Group and the trustees in line with those requirements. These in
particular require the surplus or deficit to be calculated using prudent, as opposed to best estimate, actuarial assumptions.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
123Carclo plc Annual report and accounts 2022
This 31March 2018 actuarial valuation showed a deficit of £90.4 million. Under the recovery plan agreed with the trustees
followingthe 2018 valuation, the Group agreed that it would aim to eliminate the deficit over a period of 19 years 9 months from
1February2021, which is by 31 October 2040, by the payment of annual contributions combined with the assumed asset returns
inexcess of gilt yields. Contributions paid in the year to 31 March 2021 amounted to £2.8 million, £3.9 million during the year to
31March 2022 and are agreed as £3.8 million in the year ending March 2023. These contributions include an allowance of
£0.6million p.a. in respect of the expenses of running the Scheme and the Pension Protection Fund (“PPF”) levy.
Beyond 2023, a schedule of contributions for £3.5 million annually is in place until 31 October 2040, but is reviewed and
reconsidered between the employer and the trustees at each triennial actuarial valuation; the next review being no later than by
31July 2022 after the results of the 31 March 2021 triennial valuation are known.
On 14 August 2020 additional security was granted by certain Group companies to the Scheme trustees such that at 31 March 2022
the gross value of the assets secured, which includes applicable intra-group balances, goodwill and investments in subsidiaries at
net book value in the relevant component companies’ accounts, but which eliminate in the Group upon consolidation, amounted
to £248.2 million (2021: £251.2 million). Excluding the assets which eliminate in the Group upon consolidation the value of the
security was £36.3 million (2021: £37.9 million).
For the purposes of IAS 19, the results of the actuarial valuation as at 31 March 2018, which was carried out by a qualified
independent actuary, have been updated on an approximate basis to 31 March 2022. There have been no changes in the valuation
methodology adopted for this period’s disclosures compared to the previous period’s disclosures.
The Scheme exposes the Group to actuarial risks and the key risks are set out in the table below. In each instance these risks would
detrimentally impact the Group’s statement of financial position and may give rise to increased interest costs in the Group income
statement. The trustees could require higher cash contributions or additional security from the Group.
The trustees manage governance and operational risks through a number of internal controls policies, including a risk register and
integrated risk management.
Risk
Description Mitigation
Investment risk
Weaker than expected investment returns
result in a worsening in the Scheme’s
funding position.
The trustees continually monitor investment
risk and performance and have established
an investment sub-committee which
includes a Group representative, meets
regularly and is advised by professional
investment advisors. A number of the
investment managers operate tactical
investment management of the plan assets.
The Scheme currently invests approximately
56% in liability-driven investments, 42% of its
asset value in a portfolio of diversified
growth funds and 2% in cash and liquidity
funds.
Interest rate risk
A decrease in corporate bond yields
increases the present value of the IAS 19
defined benefit obligations.
A decrease in gilt yields results in a
worsening in the Scheme’s funding
position.
The trustees’ investment strategy includes
investing in liability-driven investments and
bonds whose values increase with
decreases in interest rates.
Approximately 96% of the Scheme’s
funded liabilities are currently hedged
against interest rates using liability-driven
investments.
Note that the Scheme hedges interest
raterisk on a statutory and long-term
funding basis (gilts) whereas AA corporate
bonds are implicit in the IAS 19 discount
rate and so there is some mismatching risk
to the Group shouldyields on gilts and
corporatebonds diverge.

124 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
24. Retirement benefit obligations continued
Risk
Description Mitigation
Inflation risk
An increase in inflation results in higher
benefit increases for members which in
turn increases the Scheme’s liabilities.
The trustees’ investment strategy includes
investing in liability-driven investments
which will move with inflation expectations
with approximately 80% of the Scheme’s
inflation-linked liabilities being hedged on a
funded basis. The growth assets held are
expected to provide protection over
inflation in the long term.
Mortalityrisk
An increase in life expectancy leads to
benefits being payable for a longer period
which results in an increase in the
Scheme’s liabilities.
The trustees’ actuary provides regular
updates on mortality, based on scheme
experience, and the assumption continues
to be reviewed.
The amounts recognised in the statement of financial position in respect of the defined benefit scheme were as follows:
2022 2021
£000 £000
Present value of funded obligations (181,759) (204,654)
Fair value of scheme assets 155,780 167, 379
Recognised liability for defined benefit obligations (25,979) (37,275)
The present value of Scheme liabilities is measured by discounting the best estimate of future cash flows to be paid out of the
Scheme using the projected unit credit method. The value calculated in this way is reflected in the net liability in the statement of
financial position as shown above.
The projected unit credit method is an accrued benefits valuation method in which allowance is made for projected earnings
increases. The accumulated benefit obligation is an alternative actuarial measure of the Scheme’s liabilities whose calculation
differs from that under the projected unit credit method in that it includes no assumption for future earnings increases. In this
case, as the Scheme is closed to future accrual, the accumulated benefit obligation is equal to the valuation using the projected
unit credit method.
All actuarial remeasurement gains and losses will be recognised in the year in which they occur in other comprehensive income.
The cumulative remeasurement net loss reported in the statement of comprehensive income since 1 April 2004 is £40.856 million.
IFRIC 14 has no effect on the figures disclosed because the Company has an unconditional right to a refund under the resulting
trust principle.
Movements in the net liability for defined benefit obligations recognised in the consolidated statement
offinancial position:
2022 2021
£000 £000
Net liability for defined benefit obligations at the start of the year (37,275) (37,620)
Contributions paid 3,900 2,834
Net (expense)/credit recognised in the consolidated income statement (see below) (1,084) 4,052
Remeasurement gains/(losses) recognised in other comprehensive income 8,480 (6,541)
Net liability for defined benefit obligations at the end of the year (25,979) (37,275)

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
125Carclo plc Annual report and accounts 2022
Movements in the present value of defined benefit obligations:
2022 2021
£000 £000
Defined benefit obligation at the start of the year 204,654 210,386
Interest expense 3,986 4,730
Actuarial gains due to changes in demographic assumptions (1,767) (6,727)
Actuarial (gains)/losses due to changes in financial assumptions (13,476) 12,280
Benefits paid (10,784) (9,557)
Past service credit (see note 9) (854) (6,458)
Defined benefit obligation at the end of the year 181,759 204,654
With the exception of that described below, there have been no plan amendments, curtailments or settlements during the period.
The Scheme introduced a Pension Increase Exchange (“PIE”) option at retirement during the year. A Deed of Amendment, signed
16March 2022, created the right for deferred members to take a PIE at retirement. A member announcement was issued to all
deferred members at the end of March 2022.
The Deed of Amendment also created the right for members to receive PIE on terms such that 20% of the PIE value is retained
within the Scheme. Based upon the assumption that 40% of members will opt for PIE at retirement, this resulted in a reduction
inthe current value of accrued liabilities and, as a result, a past service credit has been recognised in the income statement of
£0.9million, presented within exceptional items. A Bridging Pension Option was introduced in the prior year with similar
assumptions made. A past service credit was recognised in the year ended 31 March 2021 in the income statement of
£6.689million and presented as exceptional items.
The English High Court ruling in Lloyds Banking Group Pension Trustees Limited v Lloyds Bank plc and others was published on
26October 2018, and held that UK pension schemes with Guaranteed Minimum Pensions (“GMPs”) accrued from 17 May 1990
must equalise for the different effects of these GMPs between men and women. The case also gave some guidance on related
matters, including the methods for equalisation.
The trustees of the plan will need to obtain legal advice covering the impact of the ruling on the plan, before deciding with the
employer on the method to adopt. The legal advice will need to consider (amongst other things) the appropriate GMP equalisation
solution, whether there should be a time limit on the obligation to make back-payments to members (the “look-back” period) and
the treatment of former members (members who have died without a spouse and members who have transferred out for
example).
The trustees commissioned scheme-specific calculations to determine the likely impact of the ruling on the Scheme. An allowance
for the impact of GMP equalisation was included within the 31 March 2019 accounting figures, increasing liabilities by 1.68%;
aresulting past service cost of £3.559 million was recognised in the income statement at that time. The Scheme has not yet
implemented GMP equalisation and therefore the allowance made in 2019 has been maintained for accounting disclosures.
On 20 November 2020, the High Court issued a supplementary ruling in the Lloyds Bank GMP equalisation case with respect to
members that have transferred out of their scheme prior to the ruling. The results mean that trustees are obliged to make top-up
payments that reflect equalisation benefits and to make top-up payments where this was not the case in the past. Also, a defined
benefit scheme that received a transfer is concurrently obliged to provide equalised benefits in respect to the transfer payments
and, finally, there were no exclusions on the grounds of discharge forms, CETV legislation, forfeiture provisions or the Limitation
Act 1980.
The impact of this ruling was estimated to cost £0.231 million (approximately 0.1% of liabilities). This additional service cost was
recognised through the income statement as a past service cost in the year ending 31 March 2021 and was presented within
exceptional items and therefore the impact of the ruling is allowed for in the figures presented at 31 March 2022.
The Scheme liabilities are split between active, deferred and pensioner members at 31 March as follows:
2022 2021
% %
Active — —
Deferred 35 35
Pensioners 65 65
100 100

126 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
24. Retirement benefit obligations continued
Movements in the fair value of Scheme assets:
2022 2021
£000 £000
Fair value of Scheme assets at the start of the year 167, 379 172,766
Interest income 3,259 3,888
Loss on Scheme assets excluding interest income (6,763) (988)
Contributions by employer 3,900 2,834
Benefits paid (10,784) (9,557)
Expenses paid (1,211) (1,564)
Fair value of Scheme assets at the end of the year 155,780 167,379
Actual (loss)/return on Scheme assets (3,504) 2,900
The fair value of Scheme asset investments was as follows:
2022 2021
£000 £000
Diversified growth funds 65,234 90,177
Bonds and liability-driven investment funds 87,931 71,044
Cash and liquidity funds 2,615 6,158
Total assets 155,780 167,379
None of the fair values of the assets shown above include any of the Group’s own financial instruments or any property occupied,
or other assets used by the Group.
All of the Scheme assets have a quoted market price in an active market with the exception of the trustees’ bank account balance.
Diversified growth funds are pooled funds invested across a diversified range of assets with the aim of giving long-term
investment growth with lower short-term volatility than equities.
It is the policy of the trustees and the Group to review the investment strategy at the time of each funding valuation. The trustees’
investment objectives and the processes undertaken to measure and manage the risks inherent in the Scheme are set out in the
Statement of Investment Principles.
A proportion of the Scheme’s assets is invested in the BMO LDI Nominal Dynamic LDI Fund and in the BMO LDI Real Dynamic LDI
Fund which provides a degree of asset liability matching.
The net expense/(gain) recognised in the consolidated income statement was as follows:
2022 2021
£000 £000
Past service credit (854) (6,458)
Net interest on the net defined benefit liability 727 842
Scheme administration expenses 1,211 1,564
1,084 (4,052)
The net expense/(gain) is recognised in the following line items in the consolidated income statement:
2022 2021
£000 £000
Charged to operating profit 1,000 1,117
Credited to exceptional items (643) (6,011)
Other finance revenue and expense – net interest on the net defined benefit liability 727 842
1,084 (4,052)

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
127Carclo plc Annual report and accounts 2022
The principal actuarial assumptions at the balance sheet date (expressed as weighted averages) were:
2022 2021
Discount rate at 31 March 2.70% 2.00%
Future salary increases N/A N/A
Inflation (RPI) (non-pensioner) 3.70% 3.25%
Inflation (CPI) (non-pensioner) 3.20% 2.75%
Allowance for revaluation of deferred pensions of RPI or 5% p.a. if less 3.70% 3.25%
Allowance for revaluation of deferred pensions of CPI or 5% p.a. if less 3.20% 2.75%
Allowance for pension in payment increases of RPI or 5% p.a. if less 3.55% 3.15%
Allowance for pension in payment increases of CPI or 3% p.a. if less 2.60% 2.30%
Allowance for pension in payment increases of RPI or 5% p.a. if less, minimum 3% p.a. 3.85% 3.65%
Allowance for pension in payment increases of RPI or 5% p.a. if less, minimum 4% p.a. 4.30% 4.20%
The mortality assumptions adopted at 31 March 2022 are 143% and 153% respectively of the standard tables S3PMA/S3PFA (2021:
143%/153% for S3PMA/S3PFA respectively), year of birth, no age rating for males and females, projected using CMI_2021
converging to 1.00% p.a. (2021: 1.00%) with a smoothing parameter 7.0% (2021: 7.0).
It is recognised that the Core CMI_2021 model is likely to represent an overly cautious view of experience in the near term.
As a result, management have applied judgement and the CMI_2021 model has been adopted with a w2021 and w2020 weighting
parameter of 10% to represent possible future trend as a best estimate and will be kept under review in the future.
These assumptions imply the following life expectancies:
2022 2021
Life expectancy for a male (current pensioner) aged 65 18.8 years 19.0 year s
Life expectancy for a female (current pensioner) aged 65 20.9 years 21.0 years
Life expectancy at 65 for a male aged 45 19.7 years 19.9 year s
Life expectancy at 65 for a female aged 45 22.0 years 22.2 years
It is assumed that 75% of the post A-Day maximum for active and deferred members will be commuted for cash (2021: 75%).
Pension Increase Exchange take-up is assumed to be 40% (2021: Bridging Pension Option take-up 40%).
The pension scheme liabilities are derived using actuarial assumptions for inflation, future salary increases, discount rates,
mortalityrates and commutation. Due to the relative size of the Scheme’s liabilities, small changes to these assumptions can give
rise to a significant impact on the pension scheme deficit reported in the Group statement of financial position.
The sensitivity to the principal actuarial assumptions of the present value of the defined benefit obligation is shown in the
followingtable:
2022 2022 2021 2021
% £000 % £000
Discount rate
1
Increase of 0.25% per annum (3.68)% (6,682) (3.43)% (7,014)
Decrease of 0.25% per annum 3.82% 6,937 3.61% 7,396
Decrease of 1.0% per annum 16.10% 29,258 15.71% 32,147
Inflation
2
Increase of 0.25% per annum 1.25% 2,272 1.14% 2,334
Increase of 1.0% per annum 4.71% 8,568 4.89% 10,004
Decrease of 1.0% per annum (5.47)% (9,948) n/a n/a
Life expectancy
Increase of 1 year 4.88% 8,862 5.06% 10,355
1. At 31 March 2022, the assumed discount rate is 2.70% (2021: 2.00%).
2. At 31 March 2022, the assumed rate of RPI inflation is 3.70% and CPI inflation 3.20% (2021: RPI 3.25% and CPI 2.75%). Sensitivity to an inflation
decrease of 1.0% was not calculated in the comparative period.

128 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
24. Retirement benefit obligations continued
The sensitivities shown above are approximate. Each sensitivity considers one change in isolation. The inflation sensitivity includes
the impact of changes to the assumptions for revaluation and pension increases.
The weighted average duration of the defined benefit obligation at 31 March 2022 is 15 years (2021: 15 years).
The life expectancy assumption at 31 March 2022 is based upon increasing the age rating assumption by 1 year (2021: 1 year).
Other than those specifically mentioned above, there were no changes in the methods and assumptions used in preparing the
sensitivity analysis from the prior year.
The history of the Scheme’s deficits and experience gains and losses is shown in the following table:
2022 2021
£000 £000
Present value of funded obligation (181,759) (204,654)
Fair value of scheme asset investments 155,780 167,379
Recognised liability for defined benefit obligations (25,979) (37,275 )
Actual return on scheme assets (3,504) 2,900
Actuarial gains due to changes in demographic assumptions 1,767 6,727
Actuarial gains/(losses) due to changes in financial assumptions 13,476 (12,280)
25. Provisions
2022 2021
Onerous Site Onerous Site
contract closure Total contract closure Total
£000 £000 £000 £000 £000 £000
Provisions at the start of the year — — — — 23 23
Provision established in the period 87 — 87 — — —
Provisions used in the period — — — — (23) (23)
Provisions at the end of the year 87 — 87 — — —
Non-current — — — — — —
Current 87 — 87 — — —
87 — 87 — — —
Provision has been made at 31 March 2022 for a loss-making customer contract in China.
26. Trade and other payables – falling due within one year
2022 2021
£000 £000
Trade payables 13,399 8,614
Other taxes and social security costs 1,204 2,038
Other creditors 2,071 1,728
Accruals 4,388 4,636
21,062 17,016

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
129Carclo plc Annual report and accounts 2022
27. Ordinary share capital
Ordinary shares of 5 pence each
Number
of shares £000
Issued and fully paid at 31 March 2021 73,419,193 3,671
Issued and fully paid at 31 March 2022 73,419,193 3,671
There are 15,974 vested shares outstanding in respect of a buyout award granted to a former Director of the Company. These are
yet to be issued.
There are 1,517,376 potential share options outstanding under the performance share plan at 31 March 2022 (2021: 133,000).
The 133,000 share options outstanding at 31 March 2021 failed to vest on 31 July 2021 and hence lapsed.
Outstanding awards under the performance share plan are as follows:
Date Number of Earliest date
granted shares Price of vesting
Performance share plan 5 August 2021 1,517,376 nil 5 August 2024
Conditional share awards have been granted to Executive Directors and senior managers within the Group under the Carclo plc
2017 Performance Share Plan (the “PSP”). In addition, a number of managers have been granted conditional cash awards linked to
the future value of Carclo plc shares, which also fall within the scope of IFRS 2 Share-based Payments.
The vesting conditions for the outstanding cash and equity awards are linked to continued employment and satisfaction of
market-based and non-market-based performance conditions.
As required under IFRS 2, a charge is recognised for the conditional share awards and conditional cash awards granted under the
PSP, and awards are valued using a Monte Carlo model and a Black-Scholes model. Additional awards granted to Executive
Directors are subject to a two-year post-vesting holding period applicable to the post-tax number of shares acquired on vest.
For these awards, a discount for lack of marketability (“DLOM”) has been calculated using a Finnerty model.
The fair value per share of the awards under the performance share plan granted in the year is as follows:
2022 2021
Cash Cash Equity Equity Restricted Restricted
award award award award equity award equity award No
Performance share plan TSR EPS TSR EPS TSR EPS award
Number of shares per tranche 293,621 293,621 398,754 398,754 100,079 100,079 n/a
Fair value at grant date 8.9p 20.4p 30.4p 41.6p 21.4p 29.3p n/a
Share price at grant date 41.6p 41.6p 41.6p 41.6p 41.6p 41.6p n/a
Exercise price 0.0p 0.0p 0.0p 0.0p 0.0p 0.0p n/a
Risk-free rate 0.16% 0.16% 0.16% n/a 0.16% n/a n/a
Expected volatility 108.96% 108.96% 108.96% n/a 108.96% n/a n/a
Expected dividend yield 0% 0% 0% 0% 0% 0% n/a
Restricted equity awards are subject to a two-year post-vesting holding period.
The equity and restricted equity awards issued under the performance share plan on 5 August 2021 have a split performance
condition whereby half of the awards would vest after three years based on performance compared to total shareholder return
(“TSR”) and the remaining half would vest based on earnings per share (“EPS”) performance. 100% of the awards subject to the
TSR performance condition will vest where the Company’s average share price during the 30 days prior to vest (the “Measurement
Period”) is at least 90 pence and 0% if the average is lower than 71 pence. 5% will vest for each whole penny that the share price
during the measurement period exceeds 70 pence. Cash awards are subject to a cap on the quantum of cash which can be paid
which is equal to the number of shares underpinning the award multiplied by 90 pence. 100% of awards subject to the EPS
condition will vest in full if Carclo plc’s EPS for the financial year ending 31 March 2024 is at least 8.0 pence. 5% of the shares
subjectto the EPS part of the award would vest for every 0.1 pence above 6.0 pence.
There was no issue of share options during the period ended 31 March 2021.
The expected volatility is based on the historical volatility (calculated based on the weighted average remaining life of the share
options), adjusted for any expected changes to future volatility due to publicly available information.
The amounts recognised in the income statement arising from equity-settled share-based payments was a charge of
£0.059million (2021: charge of £0.026 million).

130 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
27. Ordinary share capital continued
Ordinary shares of 5 pence each continued
The number and weighted average exercise price of the outstanding awards under the PSP and buy out awards are set out in the
following table:
2022 2021
Weighted Weighted
average average
exercise exercise
price Number price Number
pence of shares pence of shares
Outstanding at 1 April — 148,974 — 246,333
Lapsed during the period — (200,532) — (97,359)
Exercised during the period — — — —
Granted during the period — 1,584,908 — —
Outstanding at the end of the period  1,533,350 — 148,974
Exercisable at 31 March 15,974 —
Weighted average remaining contractual life at 31 March 2.35 years 0 years
28. Reserves
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of
foreign operations that are not integral to the operations of the Company, as well as from the translation of liabilities that hedge
the Company’s net investment in a foreign subsidiary.
Retained earnings
Netted against retained earnings is the cost of own shares held by the Group. The Company maintains an employee share
ownership plan for the benefit of employees and which can be used in conjunction with any of the Group’s share option schemes.
As at 31March2022 the plan held 3,077 shares (2021: 3,077 shares).
29. Financial instruments
The Group’s financial instruments comprise bank loans and overdrafts, cash and short-term deposits. These financial instruments
are used for the purpose of funding the Group’s operations. In addition, the Group has other financial instruments such as trade
receivables, trade payables and lease liabilities which arise directly from its operational activities.
The Group is exposed to a range of financial risks as part of its day-to-day activities. These include credit risk, interest rate risk,
liquidity risk and foreign currency risk.
a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or financial institution fails to meet its contractual obligations.
The Group’s credit risk is mainly attributable to its trade receivables which the Group mitigates by way of credit insurance. Credit
insurance, covering insolvency, default and political risk, is sought for all customers where exposure is in excess of £0.02 million.
The amounts shown in the balance sheet are after making due provision for any doubtful debts.
The Group maintains any surplus cash balances on deposit accounts or legal offset accounts with the Group’s principal bank, which
has a high credit rating assigned by independent international credit rating agencies. In addition, the Group has undrawn revolving
credit facilities of £nil at 31 March 2022 (2021: £1.5 million).
The maximum exposure to credit risk as at 31 March was:
2022 2021
£000 £000
Trade receivables, net of attributable impairment provisions (see note 19) 14,792 15,496
Cash and cash deposits (see note 20) 12,347 15,485
Contract assets (see note 18) 7,700 2,898
34,839 33,879

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
131Carclo plc Annual report and accounts 2022
Carclo is a worldwide supplier of components and systems. As a consequence, the Group’s trade receivables and contract assets
reside across a broad spectrum of countries with potentially higher attributable credit risk in certain territories. The following
tables analyse the geographical location of trade receivables (net of attributable impairment provisions) and of contract assets:
2022 2021
£000 £000
United Kingdom 6,599 2,340
Rest of Europe 1,166 3,135
North America 4,427 6,291
Rest of world 2,600 3,730
Trade receivables, net of attributable impairment provisions 14,792 15,496
United Kingdom 1,316 1,333
Rest of Europe 2,166 479
North America 4,218 463
Rest of world — 623
Contract assets, net of attributable impairment provisions 7,700 2,898
b) Interest rate risk
The Group’s borrowings are on fixed and floating rate terms. The interest charge borne by the Group in the year to 31 March 2022
was at a level comparable with the prior year.
The interest rate profile of financial liabilities by currency of the Group as at 31 March was as follows:
Fixed Floating Non-interest
rate interest rate interest bearing
payable payable payable Total
£000 £000 £000 £000
As at 31 March 2022
Sterling 4,422 19,464 — 23,886
US dollar 4,839 10,146 — 14,985
Euro 86 4,150 — 4,236
Other 1,645 — — 1,645
10,992 33,760 — 44,752
As at 31 March 2021
Sterling 3,730 19,954 — 23,684
US dollar 3,583 9,672 — 13,255
Euro 149 4,187 — 4,336
Other 1,806 — — 1,806
9,268 33,813 — 43,081
The interest rate profile of financial assets by currency of the Group as at 31 March was as follows:
Floating
rate interest No interest
receivable receivable Total
£000 £000 £000
As at 31 March 2022
Sterling 2,048 873 2,921
US dollar 3,058 632 3,690
Euro 214 1,418 1,632
Other 1 4,103 4,104
5,321 7,026 12,347

132 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
29. Financial instruments continued
b) Interest rate risk continued
Floating
rate interest
(payable)/ No interest
receivable receivable Total
£000 £000 £000
As at 31 March 2021
Sterling (1,424) 251 (1,173)
US dollar 9,272 95 9,367
Euro 991 1,979 2,970
Other 797 3,524 4,321
9,636 5,849 15,485
The floating rate of interest earned on cash balances is in the range bank base -1% to bank base +2%.
The Group has a net UK multi-currency overdraft facility with a £nil net limit and a £12.5 million gross limit agreed as part of the
refinancing arrangement signed on 14 August 2020. The overdrafts bear interest at between 2.0% and 4.5% above prevailing bank
base rates. At 31 March 2022, Carclo plc’s overdraft of £2.4 million (2021: £4.6 million) has been recognised within cash and cash
deposits when consolidated.
c) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages this risk
by maintaining a mixture of term loans, revolving credit facilities and short-term overdraft facilities which have been established to
ensure that adequate funding is available for its operating, investing and financing activities. Refer to note 22 for further details.
As detailed in note 22, at 31 March 2022 the Group had a committed term loan outstanding of £30.3 million (2020: £32.1 million), a
committed revolving credit facility available of £3.5 million which is £3.5 million drawn (2021: £3.5 million facility, £2 million drawn)
and UK net overdraft facilities totalling £nil (2021: £nil), repayable on demand.
The Group’s net debt at 31 March 2022 was £32.405 million (2021: £27.596 million). The net debt comprised £44.752 million
interest-bearing loans and borrowings (see note 22) less £12.347 million cash and cash deposits (see note 20).
The Group’s term loan and revolving credit facilities are available in the UK; net overdraft facilities available in the UK totalled £nil at
31 March 2021 and, as such, the plc overdraft at year end of £2.4 million has been presented net against cash and cash deposits.
The Group performs a detailed, weekly, rolling 13-week cash flow forecast to help manage its short-term liquidity risk. Additionally,
the Board monitors a monthly twelve-month Group cash flow forecast, comparing it to internal targets and covenants and
thresholds established with the Group’s bankers.
The maturity of financial liabilities of the Group as at 31 March was as follows:
Government Revolving
Term COVID-19 credit Other Lease
loan support loans facility loans liabilities Total
£000 £000 £000 £000 £000 £000
As at 31 March 2022
Within 1 year 1,331 — — 70 1,546 2,947
Within 1 to 2 years 28,929 — 3,500 43 1,582 34,054
Within 2 to 5 years — — — 9 6,167 6,176
More than 5 years — — — — 1,575 1,575
30,260 — 3,500 122 10,870 44,752
Government Revolving
Term COVID-19 credit Other Lease
loan support loans facility loans liabilities Total
£000 £000 £000 £000 £000 £000
As at 31 March 2021
Within 1 year 1,473 2,104 — 40 1,467 5,084
Within 1 to 2 years 1,273 — — 42 1,494 2,809
Within 2 to 5 years 29,066 — 2,000 28 2,990 34,084
More than 5 years — — — — 1,104 1,104
31,812 2,104 2,000 110 7,055 43,081

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
133Carclo plc Annual report and accounts 2022
d) Foreign currency risk
The Group has a number of overseas subsidiary operations. The major overseas subsidiaries are located in the United States,
France, the Czech Republic, China and India. Hence, the balance sheet of the Group can be affected by the applicable conversion
rates, the sterling/US dollar exchange rate in particular. It is the Group’s policy to hedge the effect of such structural currency
exposures by having borrowings in the appropriate currencies where it is considered efficient to do so. A loan of US$13.3 million
(2021: US$13.3 million) is designated as the hedging instrument against foreign currency exposures in the net investment in the
trading subsidiaries in the United States. A loan of €4.9 million (2021: €4.9 million) is designated as the hedging instrument against
foreign currency exposures in the net investment in the European operations. Under this hedge accounting, foreign exchange
gains and losses on non-GBP loans are recognised, not in the income statement, but in other comprehensive income.
In addition, the Group is subject to transactional foreign currency exposures arising from the sale and purchase of goods and
services in currency other than the Company’s local currency. Historically, it has been the Group’s policy to hedge such exposure
where the net exposure in any one currency exceeds an estimated £20,000 on any day using forward contracts. However, within
the UK operations opportunities have been exploited to naturally hedge inflows in currency with similar outflows. It is the Group’s
policy not to undertake any speculative transactions.
The fair value of the forward contracts at the start and end of the financial year was immaterial. The cash flows associated with the
forward contracts are summarised as follows:
2022 2021
Less than 6 – 12 Less than 6 – 12
6 months months 6 months months
£000 £000 £000 £000
Assets 825 — 1,644 —
Liabilities — — — —
825 — 1,644 —
The balance sheet exposure to currency at the year end arising from trading activities is illustrated in the following analysis by
currency of the Group’s trade receivables and trade payables:
Sterling US dollar Euro Other Total
£000 £000 £000 £000 £000
As at 31 March 2022
Trade receivables, net of attributable impairment provisions 6,520 4,832 1,461 1,979 14,792
Trade payables (4,482) (6,856) (813) (1,248) (13,399)
Net 2,038 (2,024) 648 731 1,393
As at 31 March 2021
Trade receivables, net of attributable impairment provisions 4,059 6,550 2,460 2,427 15,496
Trade payables (2,064) (4,143) (1,700) (707) (8,614)
Net 1,995 2,407 760 1,720 6,882
The following table summarises the main exchange rates used during the year:
Reporting date
Average rate mid-market rate
2022 2021 2022 2021
Sterling/US dollar 1.35 1.31 1.32 1.38
Sterling/euro 1.18 1.12 1.19 1.18
Sterling/Czech koruna 29.80 29.8 28.96 30.7
Sterling/Chinese yuan 8.76 8.85 8.34 9.04
Sterling/Indian rupee 101.78 97.1 99.83 101.0

134 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
29. Financial instruments continued
d) Foreign currency risk continued
Fair values
The fair value is the amount at which a financial instrument could be exchanged in an arm’s length transaction between third
parties. Where available, market values are used to determine fair values, otherwise fair values are calculated by discounting
expected cash flows at prevailing interest and exchange rates. The fair value of the derivatives and financial instruments was not
materially different to the book value at 31 March 2022 and 31 March 2021. Unrecognised and deferred gains and losses in respect
of derivatives and financial instruments at 31 March 2022 were insignificant.
Hedges of net investments in foreign operations
The Group has net investments in foreign operations in its subsidiaries in North America, France, the Czech Republic, China and
India, as detailed in note 3 Segment reporting – Analysis by geographical segment.
A foreign currency exposure arises from the Group’s net investments in subsidiaries with foreign currencies i.e. functional
currencies other than sterling. The risk arises from the fluctuations in spot exchange rates between these foreign currencies and
sterling (in particular the sterling/US dollar exchange rate), which causes the amount of the Group’s net investment to vary when
translated into sterling.
Part of the Group’s net investments in these overseas subsidiaries are hedged by foreign currency denominated, secured bank
loans, as detailed in note 22 Loans and borrowings. This mitigates the foreign currency risks arising from the subsidiary’s net
assets. The loan is designated as a hedging instrument for the changes in the value of the net investments that are attributable to
changes in the spot exchange rates.
A summary of the Group’s hedges of net investments in foreign operations is as follows:
2022 2021
Loans and
Carrying amount
Loans and
Carrying amount
borrowings Assets Liabilities borrowings Assets Liabilities
£000 £000 £000 £000 £000 £000
US dollar 10,146 48,112 (20,845) 9,671 40,082 (14,909)
Euro 4,150 1,888 (647) 4,187 2,325 (1,010)
Other currencies — 33,740 (8,465) — 30,782 (7,782)
To assess hedge effectiveness, the Group determines the economic relationship between the hedging instrument and the hedged
item by comparing changes in the carrying amount of the debt that is attributable to a change in the spot rate with changes in the
investment in the foreign operation due to movements in the spot rate (the offset method). The Group’s policy is to hedge the net
investment only to the extent of the debt principal.
During the year a profit of £0.44 million was recognised on these hedging instruments within other comprehensive income.
During the year there has been no hedge ineffectiveness recognised in profit or loss.
In managing interest rate and currency risks the Group aims to reduce the impact of short-term fluctuations on the Group’s
earnings. Over the longer term, however, permanent changes in foreign exchange and interest rates would have an impact on
consolidated earnings. In the year ended 31 March 2022, it is estimated that a general increase of one percentage point in interest
rates would have decreased the Group’s profit before tax by approximately £0.342 million (2021: £0.318 million decrease).
It is estimated that a general increase of 10% in the value of sterling against the above-noted main currencies would have
decreased the Group’s profit before tax by approximately £0.8 million for the year ended 31 March 2022 (2021: £0.7 million
decrease) which is detailed by currency in the following table:
2022 2021
£000 £000
US dollar 367 384
Euro 15 43
Czech koruna 39 57
Other 403 229
824 713

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
135Carclo plc Annual report and accounts 2022
Capital risk management
The capital structure of the Group consists of net debt (comprising borrowings as detailed in note 22 offset by cash and bank
balances) and equity of the Group (comprising issued share capital, reserves and retained earnings as detailed in the statement of
changes in equity).
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to
provide returns for shareholders and benefits for other stakeholders and to maintain an appropriate capital structure. In order to
maintain or adjust the capital structure, the Group will take into account the amount of dividends paid to shareholders, the level of
debt and the number of shares in issue. Close control of deployment of capital is maintained by detailed management review
procedures for authorisation of significant capital commitments, such as land acquisition, capital targets for local management
and a system of internal interest charges, ensuring capital cost impact is understood and considered by all management tiers.
Decisions regarding the balance of equity and borrowings, dividend policy and all major borrowing facilities are reserved for the
Board.
30. Cash generated from operations
2022 2021
£000 £000
Profit for the year 5,799 7,412
Adjustments for:
Pension scheme contributions net of costs settled by the Company (3,258) (2,179)
Pension scheme costs settled by the Scheme 569 910
Depreciation charge 6,825 5,774
Amortisation charge 203 206
Exceptional gain in respect of retirement benefits (854) (6,458)
Conversion of COVID-19 government support loan to grant (2,087) —
Profit on business disposal (693) (1,250)
Loss on disposal of other plant and equipment — 10
Loss on disposal of intangible non-current assets — 5
Cash flow relating to provision for site closure costs — (23)
Share-based payment charge 73 1
Financial income (77) (42)
Financial expense 3,066 2,701
Ta xation 809 457
Operating cash flow before changes in working capital 10,375 7,524
Changes in working capital
(Increase)/decrease in inventories (3,816) 768
Increase in contract assets (4,708) (1,492)
Decrease/(increase) in trade and other receivables 42 (308)
Increase in trade and other payables 4,549 864
Increase in contract liabilities 338 3,846
Cash generated from operations 6,780 11,202

136 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
31. Financial commitments
2022 2021
£000 £000
The Directors have authorised the following future capital expenditure which is contracted: 944 3,572
32. Related parties
Identity of related parties
The Group has a related party relationship with its subsidiaries (see note 33), its Directors and executive officers, and the Group
pension scheme. There are no transactions that are required to be disclosed in relation to the Group’s 60% dormant subsidiary
Platform Diagnostics Limited.
During the year to 31 March 2022, the Group paid £0.169 million to Thingtrax, a company that offers intelligent manufacturing
infrastructure as a service. Frank Doorenbosch, a Carclo plc Non-Executive Director, is also a non-executive of Thingtrax and, as
such, the company is identified as a related party. During the year to 31 March 2022, £0.1 million has been recognised as a cost in
the income statement; the balance is prepaid and will be recognised in the year to 31 March 2023.
With effect from 6 June 2022, Frank Doorenbosch was appointed as a consultant to the Group for a period of up to twelve months,
and accordingly isan Executive Director for that period. It is intended that Frank will revert back to being a Non-Executive Director
of the Company as soon as the consultancy period has ended.
There have been no other changes to related parties in the year ended 31 March 2022.
Transactions with key management personnel
Key management personnel are considered to be the Executive Directors of the Group.
Details of Directors’ remuneration can be found in the Directors’ remuneration report on pages 57 to 75.
Group pension scheme
A third-party professional firm is engaged to administer the Group pension scheme (the Carclo Group Pension Scheme).
The associated investment costs are borne by the scheme in full. It has been agreed with the trustees of the pension scheme that,
under the terms of the recovery plan, the scheme would bear its own administration costs.
Contributions agreed with the trustees of the Group pension scheme were £0.292 million per month during the year to
31March2022 to incorporate both deficit recovery contributions and scheme expenses including PPF levy. An additional
£0.4million was also paid under the schedule of contributions. The monthly cost will remain the same in the year to 31 March 2023
with additional annual contributions of £0.35 million agreed.
Carclo incurred administration costs of £1.2 million during the period which has been charged to the consolidated income
statement, including £0.2 million presented as exceptional costs (2021: £1.6 million, of which £0.5 million was presented as
exceptional costs). Costs of £0.1 million were incurred to manage the plan’s assets; this was recognised against the pension
liability. Of the administration costs, £0.6 million was paid directly by the scheme (2021: £0.9 million). The total of deficit reduction
contributions and administration costs paid by the Group during the period was £3.9 million (2021: £2.8 million).

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
137Carclo plc Annual report and accounts 2022
33. Group entities
Control of the Group
The Group’s ultimate parent company is Carclo plc which is incorporated in England.
The ordinary share capital of the subsidiary undertakings is owned by the Company except where indicated.
Investments in subsidiaries
The Group and Company have the following investments in subsidiaries:
Registered Principal place Class of 2022 2021
Company office address of business Status shares held % %
Acre Mills (UK) Limited
1
UK Dormant Ordinary 100 100
Arthur Lee & Sons (Hot Rolling Mills) Limited
1
UK Dormant Ordinary 100 100
Australian Card Clothing Limited
1
UK Dormant Ordinary 100 100
Bruntons Aero Products Limited
1
UK Active Ordinary 100 100
Bruntons (Musselburgh) Limited
2
UK Dormant Ordinary 100 100
Brymill Stockholders Limited
1
UK Dormant Ordinary 100 100
Carclo Diagnostic Solutions Limited
1
UK Dormant Ordinary 100 100
Carclo Group Services Limited
1
UK Active Ordinary 100 100
Carclo Holding Corporation One Nexus Way, Cayman Active Ordinary 100 100
Camana Bay, Islands
Grand Cayman,
KY1-9005
Carclo Holding Limited
1
UK Dormant Ordinary 100 100
Carclo Investments Limited
1
UK Dormant Ordinary 100 100
Carclo Overseas Holdings Limited
1
UK Active Ordinary 100 100
Carclo Technical Plastics Limited
1
UK Active Ordinary 100 100
Carclo Technical Plastics Private Co. Limited 27A (2) KIADB India Active Ordinary 100 100
Industrial Area,
Doddabalapur,
Bangalore – 561203,
Karnataka
Carclo Technical Plastics (Mitcham) Limited
1
UK Dormant Ordinary 100 100
Carclo Technical Plastics (Slough) Limited
1
UK Dormant Ordinary 100 100
Carclo Zephyr Limited
1
UK Dormant Ordinary 100 100
CIT Technology Limited
1
UK Active Ordinary 100 100
Critchley, Sharp & Tetlow Limited
1
UK Dormant Ordinary 100 100
Crowther & Gee Limited
1
UK Dormant Ordinary 100 100
CTP Davall Limited
2
UK Dormant Ordinary 100 100
CTP Lichfield Limited
1
UK Dormant Ordinary 100 100
Carclo Platt Nederland BV
1
UK Active Ordinary 100 100
CTP Silleck Limited
1
UK Dormant Ordinary 100 100
CTP Silleck Scotland Limited
2
UK Dormant Ordinary 100 100
CTP White Knight Limited
1
UK Dormant Ordinary 100 100
Dell Baler Limited
1
UK Dormant Ordinary 100 100
Edwin Stead & Sons Limited
1
UK Dormant Ordinary 100 100
Fairbank Brearley Limited
1
UK Dormant Ordinary 100 100
Finespark (Horsham) Limited
1
UK Active Ordinary 100 100
Highfield Mills Limited
1
UK Dormant Ordinary 100 100
Hills Diecasting Company Limited
1
UK Dormant Ordinary 100 100

138 Carclo plc Annual report and accounts 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
33. Group entities continued
Investments in subsidiaries continued
Registered Principal place Class of 2022 2021
Company office address of business Status shares held % %
Hills Non Ferrous Limited
1
UK Dormant Ordinary 100 100
Horsfall & Bickham Limited
1
UK Dormant Ordinary 100 100
Horsfall Card Clothing Limited
1
UK Dormant Ordinary 100 100
Ironfoil Limited
1
UK Dormant Ordinary 100 100
John Sharp (Wire) Limited
1
UK Dormant Ordinary 100 100
J.W.& H. Platt Limited
1
UK Dormant Ordinary 100 100
Lee of Sheffield Limited
1
UK Dormant Ordinary 100 100
Lee Stainless Steel Services Limited
1
UK Dormant Ordinary 100 100
Leeplas Limited
1
UK Dormant Ordinary 100 100
Metallic Card Clothing Company Limited (The)
1
UK Dormant Ordinary 100 100
Norseman (Cables & Extrusions) Limited
1
UK Dormant Ordinary 100 100
Novoplex Limited
1
UK Dormant Ordinary 100 100
Pratt, Levick and Company Limited
1
UK Dormant Ordinary 100 100
Rumbold Securities Limited
1
UK Dormant Ordinary 100 100
Seymour Plastics Limited
1
UK Dormant Ordinary 100 100
Sheffield Wire Rope Company Limited (The)
1
UK Dormant Ordinary 100 100
Shepley Investments Limited
1
UK Dormant Ordinary 100 100
Smith Wires Limited
1
UK Dormant Ordinary 100 100
Station Road (UK) Limited
1
UK Dormant Ordinary 100 100
Texture Rolled Limited
1
UK Dormant Ordinary 100 100
Thomas White & Sons Limited
2
UK Dormant Ordinary 100 100
Trubrite Limited
1
UK Dormant Ordinary 100 100
Tru-Grit Limited
1
UK Dormant Ordinary 100 100
Woodcock & Booth Limited
1
UK Dormant Ordinary 100 100
Woodhead Limited
1
UK Dormant Ordinary 100 100
Yorkshire Engineering Supplies Limited
1
UK Dormant Ordinary 100 100
1. Registered office address is: Unit 5, Silkwood Court, Ossett, United Kingdom, WF5 9TP
2. Registered office address is: C/O Bruntons Aero Products, Units 1-3, Block 1, Inveresk, Industrial Estate, Musselburgh, East Lothian, EH21 7PA
Registered Principal place Class of 2022 2021
Group office address of business Status shares held % %
Apollo Steels Limited
1
UK Dormant Ordinary 100 100
Carclo France SAS 40 bis Avenue d’Orleans, France Active Ordinary 100 100
28000, Chartres
Carclo Securities Limited
1
UK Dormant Ordinary 100 100
Carclo Technical Plastics (Brno) s.r.o Turanka 98, 627000, Brno Czech Active Ordinary 100 100
Republic
Carclo US Finance No. 2
1
UK Dormant Ordinary 100 100
Carclo US Holdings Inc 600 Depot St. Latrobe, PA. 15650 USA Active Ordinary 100 100
Chapmans Springs Limited
1
UK Dormant Ordinary 100 100
CTP Alan Limited
1
UK Dormant Ordinary 100 100
CTP Carrera Inc 600 Depot St. Latrobe, PA. 15650 USA Active Ordinary 100 100

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
139Carclo plc Annual report and accounts 2022
Registered Principal place Class of 2022 2021
Group office address of business Status shares held % %
CTP Finance NV Pareraweg 45, Curacao Members’ Ordinary 100 100
Curacao Voluntary
Liquidation
CTP Moulded Gears Limited
1
UK Dormant Ordinary 100 100
CTP Precision Tooling Limited
1
UK Dormant Ordinary 100 100
CTP Taicang Co., Ltd No. 8 Xixin Road, Chengxiang Town, China Active Ordinary 100 100
Taicang City, Jiangsu Province 215411
Datacall Limited
1
UK Dormant Ordinary 100 100
D.B.T. (Motor Factors) Limited
1
UK Dormant Ordinary 100 100
Douglas Campbell Limited
2
UK Dormant Ordinary 100 100
European Card Clothing Company Limited
1
UK Dormant Ordinary 100 100
Electro-Medical Limited
1
UK Dormant A1 ordinary 100 100
& ordinary
Finemoulds Limited
1
UK Dormant Ordinary 100 100
Gilby-Brunton Limited
2
UK Dormant Ordinary 100 100
Industates Limited
1
UK Dormant Ordinary 100 100
Jacottet Industrie SAS 40 bis Avenue d’Orleans, France Active Ordinary 100 100
28000, Chartres
John Shaw Lifting & Testing Services Limited
1
UK Dormant Ordinary 100 100
Jonas Woodhead Limited
1
UK Dormant Ordinary 100 100
Jonas Woodhead (Manchester) Limited
1
UK Dormant Ordinary 100 100
Jonas Woodhead (Ossett) Limited
1
UK Dormant Ordinary 100 100
Jonas Woodhead (Sheffield) Limited
1
UK Dormant Ordinary 100 100
Jonas Woodhead & Sons Limited
1
UK Dormant Ordinary 100 100
K.A.S. Precision Engineering Limited
1
UK Dormant Ordinary 100 100
Platform Diagnostics Limited
1
UK Dormant A1 ordinary 60 60
Rumbold Investments Limited
1
UK Dormant Ordinary 100 100
Shepley Securities Limited
1
UK Dormant Ordinary 100 100
Sima Plastics Limited
1
UK Dormant Ordinary 100 100
Squires Steel Stockholders Limited
1
UK Dormant Ordinary 100 100
Sybro Limited
1
UK Dormant Ordinary 100 100
Toledo Woodhead Springs Limited
1
UK Dormant Ordinary 100 100
Tolwood Engineering Limited
1
UK Dormant Ordinary 100 100
Woodhead Components Limited
1
UK Dormant Ordinary 100 100
Woodhead Construction Services Limited
1
UK Dormant Ordinary 100 100
Woodhead Steel Limited
1
UK Dormant Ordinary 100 100
1. Registered office address is: Unit 5, Silkwood Court, Ossett, United Kingdom, WF5 9TP
2. Registered office address is: C/O Bruntons Aero Products, Units 1-3, Block 1, Inveresk, Industrial Estate, Musselburgh, East Lothian, EH21 7PA
34. Post balance sheet events
On 29 April 2022, subsequent to balance sheet date, the Group entered into a sale and leaseback agreement for a Technical
Plastics manufacturing site at Tucson, Arizona, USA. The transaction is expected to complete in July 2022 for a purchase price of
$2.95 million less costs of $0.2 million. A lease term of 9 years has been agreed and grants the Group the right to cancel any time
after 3 years, provided twelve months’ notice is given. At 31 March 2022 there is no reasonable certainty that the Group will
exercise the break clause. The Group expects to recognise a profit on disposal in respect to the site of £0.6 million in the year
ending 31 March 2023.

140 Carclo plc Annual report and accounts 2022
COMPANY BALANCE SHEET
as at 31 March 2022
2022 2021
Notes £000 £000 £000 £000
Fixed assets
Property, plant and equipment 37 152 67
Intangible assets 38 177 223
Investments in subsidiary undertakings 39 93,795 93,795
Deferred tax assets 43 952 218
95,076 94,303
Current assets
Debtors – amounts falling due within one year 40 69,441 69,099
Debtors – amounts falling due after more than one year 40 2,033 4,588
Cash at bank and in hand 450 3,559
71,924 77,246
Creditors – amounts falling due within one year
Trade and other creditors 41 (109,232) (113,213)
(109,232) (113,213)
Net current liabilities (37,308) (35,967)
Total assets less current liabilities 57,768 58,336
Creditors – amounts falling due after more than one year 42 (35,478) (35,291)
Net assets excluding pension liability 22,290 23,045
Pension liability 44 (25,979) (37,275)
Net liabilities (3,689) (14,230)
Capital and reserves
Called-up share capital 27 3,671 3,671
Share premium account 7,359 7,359
Profit and loss account (14,719) (25,260)
Shareholders’ deficit (3,689) (14,230)
The Company reported a profit after tax for the year of £1,988,000 (2021: profit of £181,000).
These accounts were approved by the Board of Directors on 29 June 2022 and were signed on its behalf by:
Nick Sanders Phil White
Director Director
Registered Number 196249

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
141Carclo plc Annual report and accounts 2022
COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2022
Share Share Profit and Total
capital premium loss account equity
£000 £000 £000 £000
Balance at 1 April 2020 3,671 7,359 (18,927) (7,897)
Profit for the year — — 181 181
Other comprehensive expense
Remeasurement losses on defined benefit scheme — — (6,540) (6,540)
Taxation on items above — — — —
Total comprehensive expense for the year — — (6,359) (6,359)
Transactions with owners recorded directly in equity
Share-based payments — — 26 26
Taxation on items recorded directly in equity — — — —
Balance at 31 March 2021 3,671 7,359 (25,260) (14,230)
Balance at 1 April 2021 3,671 7,359 (25,260) (14,230)
Profit for the year — — 1,988 1,988
Other comprehensive income
Remeasurement gains on defined benefit scheme — — 8,480 8,480
Taxation on items above — — — —
Total comprehensive income for the year — — 10,468 10,468
Transactions with owners recorded directly in equity
Share-based payments — — 73 73
Taxation on items recorded directly in equity — — — —
Balance at 31 March 2022 3,671 7,359 (14,719) (3,689)

142 Carclo plc Annual report and accounts 2022
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
for the year ended 31 March 2022
35. Basis of preparation for the Company
Going concern
The financial statements are prepared on the going concern
basis.
Group performance during the year has enabled capital and
working capital investment to be made whilst retaining a stable
financial position with net debt excluding lease liabilities as of
31 March 2022 increasing to £21.5 million (2021: £20.5 million).
The debt facilities available to the Group comprise a term loan
of £30.3 million, of which £1.4 million will be amortised by
30September 2022 and a £3.5 million revolving credit facility
which was fully utilised as of 31 March 2022. Both of these
facilities mature on 31 July 2023.
A schedule of contributions with the pension trustees is in place
through to July 2023; beyond this a schedule of contributions
for £3.5 million annually is in place until 31 October 2040. This
schedule is reviewed and reconsidered between the Company
and the trustees at each triennial actuarial valuation, the next
being after the results of the 31 March 2021 triennial valuation
are known. This valuation, and accordingly an updated schedule
of contributions which has been provisionally agreed, is
expected to be concluded by 31 July 2022. For the purposes of
this going concern review the extant schedule of contributions
has been considered in the base case.
An intercreditor deed between Carclo plc, certain other Group
companies, the bank and the pension scheme trustees requires
the Group to have refinanced its bank debt with a maturity date
not earlier than 31 March 2026 and to have agreed an updated
schedule of contributions for the actuarial valuation of the
scheme as at 31 March 2021 by 31 July 2022 (this date having
been recently extended by one month).
The Group, the bank and the pension scheme trustees are
actively engaged in negotiations over the refinancing of the
bank debt beyond the current expiry date of 31 July 2023 and
over the updated schedule of contributions. The parties are
committed to a plan to finalise these by 31 July 2022 and the
Directors have an expectation that this will be achieved.
As such the Directors’ going concern assessment
periodistwelve months from the date of signing
thesefinancialstatements.
The bank facilities are subject to four covenants to be tested on
a quarterly basis:
1. underlying interest cover;
2. net debt to underlying EBITDA;
3. core subsidiary underlying EBITA; and
4. core subsidiary revenue.
Core subsidiaries are defined as Carclo Technical Plastics Ltd;
Bruntons Aero Products Ltd; Carclo Technical Plastics (Brno)
s.r.o; CTP Carrera Inc and Jacottet Industrie SAS, with CTP
Taicang Co. Ltd and Carclo Technical Plastics Pvt Co Ltd being
treated as non-core for the purposes of these covenants.
It is assumed that the bank covenants and thresholds set out
inthe current banking agreement are in place throughout the
going concern assessment period and are not amended as a
result of the ongoing refinancing.
Based on our current base case forecasts, these covenant tests
are expected to be met throughout the assessment period.
In addition, the pension scheme has the benefit of a fifth
covenant to be tested on 1 May each year up to and including
2023. In respect to the years to 31 March 2022 and
31March2023 the test requires any shortfall of pension
deficit recovery contributions when measured against
Pension Protection Fund priority drift (which is a measure of
the increase in the UK Pension Protection Fund’s potential
exposure to the Group’s pension scheme liabilities) to be met
by a combination of cash payments to the scheme, plus a
notional (non-cash) proportion of the increase in the underlying
value of the Technical Plastics and Aerospace businesses based
on an EBITDA multiple for those businesses which is to be
determined annually.
The Directors have reviewed cash flow and covenant forecasts
to cover the twelve month period from the date of signing
these financial statements taking into account the Group’s
available debt facilities and the terms of the current
arrangements with the bank and the pension scheme. These
demonstrate that the Group has sufficient headroom in terms
of liquidity and covenant testing through the forecast period.
In addition the Directors have reviewed cash flow and covenant
forecasts for the same time period based on management’s
best estimates of the impact of the ongoing negotiations on
facilities and pension contributions which includes currently
uncommitted bank loan repayments and provisionally agreed
additional pension deficit recovery contributions contingent on
future performance. These demonstrate that the Group has
sufficient headroom in terms of liquidity and covenant testing
through the forecast period.
The Directors have reviewed sensitivity testing based on a
number of reasonably possible scenarios, taking into account
the current view of impacts of the continuing COVID-19
pandemic on the Group (particularly from supply chain
disruption and any unmitigated cost inflation across all types
ofoperational expenditure) and possible political uncertainty,
including the impact of the Russian invasion of Ukraine and
heightened risk of wider conflict, Brexit and other possible
overseas trading issues.
Severe downside sensitivity testing has been performed under
a range of scenarios modelling the financial effects of loss of
business from: discrete sites, an overall fall in gross margin of
1% across the Group, a fall in Group sales of 5% matched by a
corresponding fall in cost of sales of the same amount, delays
in the timing of commencement of significant contractual
projects, reduction in revenue from specific customers,
minimum wage increases, unmitigated inflationary impact
across operating costs and exchange risk. These sensitivities
attempt to incorporate the risks arising from national and
regional impacts of the global pandemic from local lockdowns,
impacts on manufacturing and supply chain and other potential
increases to direct and indirect costs. The Directors consider
that the Group has the capacity to take mitigating actions to
ensure that the Group remains financially viable, including
further reducing operating expenditure as necessary.
On the basis of this forecast and sensitivity testing, the Board
has determined that it is reasonable to assume that the
Company will continue to operate within the facilities available
to it and to adhere to the covenant tests to which it is subject
throughout the twelve month period from the date of signing
the financial statements and as such it has adopted the going
concern assumption in preparing the financial statements.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
143Carclo plc Annual report and accounts 2022
Accounting policies for the Company
The following accounting policies have been applied
consistently in dealing with items which are considered material
in relation to the financial statements.
These financial statements were prepared in accordance with
Financial Reporting Standard 101 Reduced Disclosure
Framework (“FRS 101”). There are no amendments to
accounting standards, or IFRIC interpretations, that are
effective for the year ended 31 March 2022 which have had a
material impact on the Company.
In preparing these financial statements, the Company applies
the recognition, measurement and disclosure requirements of
International Financial Reporting Standards as adopted by the
EU (“UK-adopted international accounting standards”), but
makes amendments where necessary in order to comply with
the Companies Act 2006 and has set out below where
advantage of the FRS 101 disclosure exemptions has been
taken.
Under Section 408 of the Companies Act 2006 the Company is
exempt from the requirement to present its own profit and loss
account.
In these financial statements, the Company has applied the
exemptions available under FRS 101 in respect of the following
disclosures:
•
cash flow statement and related notes;
•
comparative period reconciliations for share capital and
tangible fixed assets;
•
disclosures in respect of transactions with wholly owned
subsidiaries;
•
disclosures in respect of capital management;
•
the effects of new but not yet effective IFRSs;
•
an additional balance sheet for the beginning of the earliest
comparative period following the reclassification of items in
the financial statements;
•
disclosures in respect of the compensation of key
management personnel; and
•
disclosures of transactions with a management entity that
provides key management personnel services to the
Company.
As the consolidated financial statements include the equivalent
disclosures, the Company has also taken the exemptions under
FRS 101 available in respect of the following disclosures:
•
IFRS 2 Share-based Payments in respect of Group-settled
share-based payments; and
•
certain disclosures required by IFRS 13 Fair Value
Measurement and the disclosures required by IFRS 7
Financial Instrument Disclosures.
The Company proposes to continue to adopt the reduced
disclosure framework of FRS 101 in its next financial
statements.
The accounting policies set out below have, unless otherwise
stated, been applied consistently to all periods presented in
these financial statements.
Judgements made by the Directors in the application of these
accounting policies that have significant effect on the financial
statements, and estimates with a significant risk of material
adjustment in the next year, are discussed in note 49.
Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory
forthe Company’s accounting period beginning on or after
1April2021. The following new standards and amendments to
standards are mandatory and have been adopted for the first
time for the financial year beginning 1 April 2021:
•
IFRS 9 Financial Instruments, IAS 39 Financial Instruments:
Recognition and Measurement, IFRS 7 Financial Instruments:
Disclosures, IFRS 4 Insurance Contracts and IFRS 16 Leases
(Amendment): Interest Rate Benchmark Reform – Phase 2;
and
•
IFRS 16 Leases (Amendment): COVID-19-related rent
concessions beyond 30 June 2021.
These standards have not had a material impact on the
Company’s financial statements.
a) Measurement convention
The financial statements are prepared on the historical cost
basis except that the following assets and liabilities are stated
at their fair value: derivative financial instruments, financial
instruments classified as fair value through the profit or loss
and liabilities for cash-settled share-based payments.
b) Leases
At inception of a contract, the Company assesses whether a
contract is, or contains, a lease. A contract is, or contains, a
lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right
to control the use of an identified asset, the Company uses the
definition of a lease in IFRS 16.
As a lessee
At commencement or on modification of a contract that
contains a lease component, the Company allocates the
consideration in the contract to each lease component on the
basis of its relative standalone prices. However, for the leases
of property, the Company has elected not to separate
non-lease components and account for the lease and non-lease
components as a single lease component.
The Company recognises a right-of-use asset and a lease
liability at the lease commencement date. The right-of-use asset
is initially measured at cost, which comprises the initial amount
of the lease liability adjusted for any lease payments made at or
before the commencement date, plus any initial direct costs
incurred and an estimate of costs to dismantle and remove the
underlying asset or to restore the underlying asset or the site on
which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the
straight-line method from the commencement date to the end
of the lease term, unless the lease transfers ownership of the
underlying asset to the Company by the end of the lease term
or the cost of the right-of-use asset reflects that the Company
will exercise a purchase option. In that case, the right-of-use
asset will be depreciated over the useful life of the underlying
asset, which is determined on the same basis as those of
property and equipment. In addition, the right-of-use asset is
periodically reduced by impairment losses, if any, and adjusted
for certain remeasurements of the lease liability.

144 Carclo plc Annual report and accounts 2022
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
35. Basis of preparation for the Company continued
Accounting policies for the Company continued
b) Leases continued
As a lessee continued
The lease liability is initially measured at the present value of
the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the Company’s
incremental borrowing rate. Generally, the Company uses its
incremental borrowing rate as the discount rate.
The Company determines its incremental borrowing rate by
obtaining interest rates from various external financing sources
and makes certain adjustments to reflect the terms of the lease
and type of the asset leased.
Lease payments included in the measurement of the lease
liability comprise the following:
•
fixed payments, including in-substance fixed payments;
•
variable lease payments that depend on an index or a rate,
initially measured using the index or rate as at the
commencement date;
•
amounts expected to be payable under a residual value
guarantee; and
•
the exercise price under a purchase option that the
Company is reasonably certain to exercise, lease payments
in an optional renewal period if the Company is reasonably
certain to exercise an extension option, and penalties for
early termination of a lease unless the Company is
reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the
effective interest method. It is remeasured when there is a
change in future lease payments arising from a change in an
index or rate, if there is a change in the Company’s estimate of
the amount expected to be payable under a residual value
guarantee, if the Company changes its assessment of whether
it will exercise a purchase, extension or termination option, or if
there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a
corresponding adjustment is made to the carrying amount of
the right-of-use asset, or is recorded in profit or loss if the
carrying amount of the right-of-use asset has been reduced to
zero.
The Company presents right-of-use assets that do not meet
the definition of investment property in “tangible fixed assets”
and lease liabilities in “trade and other creditors – amounts
falling due in less than one year” and “creditors – amounts
falling due after more than one year” in the balance sheet.
Short-term leases and leases of low-value assets
The Company has elected not to recognise right-of-use assets
and lease liabilities for leases of low-value assets and
short-term leases, including IT equipment. The Company
recognises the lease payments associated with these leases as
an expense on a straight-line basis over the lease term.
c) Investments
Fixed asset investments are stated at cost less provision for
impairment where appropriate. The Directors consider annually
whether a provision against the value of investments on an
individual basis is required. Such provisions are charged in the
profit and loss account in the year.
d) Property, plant and equipment
Property, plant and equipment is stated at cost less
accumulated depreciation and accumulated impairment losses.
Where parts of an item of property, plant and equipment have
different useful lives, they are accounted for as separate items
of property, plant and equipment.
Depreciation is charged to the profit and loss account on a
straight-line basis over the estimated useful lives of each part
ofan item of property, plant and equipment. Land is not
depreciated. The estimated useful lives are between three
andtwelve years.
Depreciation methods, useful lives and residual values are
reviewed at each balance sheet date.
e) Taxation
Tax on the profit or loss for the year comprises current and
deferred tax. Tax is recognised in the profit and loss account
except to the extent that it relates to items recognised directly
in equity or other comprehensive income, in which case it is
recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the
taxable income or loss for the year, using tax rates enacted or
substantively enacted at the balance sheet date, and any
adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the
carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes.
The following temporary differences are not provided for: the
initial recognition of goodwill; the initial recognition of assets or
liabilities that affect neither accounting nor taxable profit other
than in a business combination; and differences relating to
investments in subsidiaries to the extent that they will probably
not reverse in the foreseeable future. The amount of deferred
tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities,
using tax rates enacted or substantively enacted at the balance
sheet date. A deferred tax asset is recognised only to the extent
that it is probable that future taxable profits will be available
against which the temporary difference can be utilised.
f) Employee benefits
Defined contribution plans
A defined contribution plan is a post-employment benefit plan
under which the Company pays fixed contributions into a
separate entity and will have no legal or constructive obligation
to pay further amounts. Obligations for contributions to
defined contribution pension plans are recognised as an
expense in the profit and loss account in the periods during
which services are rendered by employees.
Defined benefit plans
A defined benefit plan is a post-employment benefit plan other
than a defined contribution plan. The Company’s net obligation
in respect of defined benefit pension plans is calculated by
estimating the amount of future benefit that employees have
earned in return for their service in the current and prior periods;
that benefit is discounted to determine its present value, and
the fair values of any plan assets (at bid price) are deducted. The
Company determines the net interest on the net defined benefit
liability/asset for the period by applying the discount rate used
to measure the defined benefit obligation at the beginning of
the annual period to the net defined benefit liability/asset.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
145Carclo plc Annual report and accounts 2022
The discount rate is the yield at the reporting date on bonds
that have a credit rating of at least AA that have maturity dates
approximating the terms of the Company’s obligations and that
are denominated in the currency in which the benefits are
expected to be paid.
Remeasurements arising from defined benefit plans comprise
actuarial gains and losses, the return on plan assets (excluding
interest) and the effect of the asset ceiling (if any, excluding
interest). The Company recognises them immediately in other
comprehensive income and all other expenses related to
defined benefit plans in employee benefit expenses in profit or
loss.
When the benefits of a plan are changed, or when a plan is
curtailed, the portion of the changed benefit related to past
service by employees, or the gain or loss on curtailment, is
recognised immediately in profit or loss when the plan
amendment or curtailment occurs.
The calculation of the defined benefit obligations is performed
by a qualified actuary using the projected unit credit method.
When the calculation results in a benefit to the Company, the
recognised asset is limited to the present value of benefits
available in the form of any future refunds from the plan or
reductions in future contributions and takes into account the
adverse effect of any minimum funding requirements.
The liability in respect of the defined benefit plan is the fair
value of the plan assets less the present value of the defined
benefit obligation at the balance sheet date, together with
adjustments for actuarial gains and losses. Actuarial gains and
losses that arise are recognised in full with the movement
recognised in the statement of comprehensive income.
The Company is the principal sponsoring employer of a UK
Group defined benefit pension plan. As there is no contractual
agreement or stated Group policy for charging the net defined
benefit cost of the plan to participating entities, the net defined
benefit cost of the pension plan is recognised fully by the
principal sponsoring employer, which is the Company.
g) Foreign currency
Transactions in foreign currencies are recorded using the rate of
exchange ruling at the date of the transaction or, if hedged
forward, at the rate of exchange under the related forward
currency contract. Monetary assets and liabilities denominated
in foreign currencies are translated using the contracted rate or
the rate of exchange ruling at the balance sheet date and the
gains or losses on translation are included in the profit and loss
account.
h) Financial instruments
The Company uses derivative financial instruments to hedge its
exposure to foreign exchange rate risks arising from operational
activities. In accordance with its treasury policy, the Company
does not hold or issue derivative financial instruments for
trading purposes. However, derivatives that do not qualify for
hedge accounting are accounted for as trading instruments.
Derivative financial instruments are recognised initially at fair
value. The gain or loss on remeasurement of fair values is
recognised immediately in the income statement. However,
where derivatives qualify for hedge accounting, recognition of
any resultant gain or loss depends on the nature of the item
being hedged. At the year end no derivative financial
instruments qualified for hedge accounting.
i) Share-based payments
Share-based payment arrangements in which the Company
receives goods or services as consideration for its own equity
instruments are accounted for as equity-settled share-based
payment transactions, regardless of how the equity
instruments are obtained by the Company.
The grant date fair value of share-based payments awards
granted to employees is recognised as an employee expense,
with a corresponding increase in equity, over the period in
which the employees become unconditionally entitled to the
awards. The fair value of the awards granted is measured using
an option valuation model, taking into account the terms and
conditions upon which the awards were granted. The amount
recognised as an expense is adjusted to reflect the actual
number of awards for which the related service and non-market
vesting conditions are expected to be met, such that the
amount ultimately recognised as an expense is based on the
number of awards that do meet the related service and
non-market performance conditions at the vesting date. For
share-based payment awards with non-vesting conditions, the
grant date fair value of the share-based payment is measured
to reflect such conditions and there is no true-up for differences
between expected and actual outcomes.
Share-based payment transactions in which the Company
receives goods or services by incurring a liability to transfer
cash or other assets that is based on the price of the
Company’s equity instruments are accounted for as cash-
settled share-based payments. The fair value of the amount
payable to employees is recognised as an expense, with a
corresponding increase in liabilities, over the period in which
the employees become unconditionally entitled to payment.
The liability is remeasured at each balance sheet date and at
settlement date. Any changes in the fair value of the liability are
recognised as personnel expenses in profit or loss.
Further disclosure in relation to share-based payments is given
in note 27 of the Group financial statements.
j) Dividends
Dividends are only recognised as a liability to the extent that
they are declared prior to the year end. Unpaid dividends that
do not meet these criteria are disclosed in the note to the
financial statements.
36. Personnel
The average number of employees in the year was 18 (2021: 20).

146 Carclo plc Annual report and accounts 2022
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
37. Property, plant and equipment
Land and Plant and
buildings equipment Total
£000 £000 £000
Cost
Balance at 31 March 2021 — 180 180
Additions 141 2 143
Balance at 31 March 2022 141 182 323
Depreciation and impairment losses
Balance at 31 March 2021 — 113 113
Depreciation charge 22 36 58
Balance at 31 March 2022 22 149 171
Carrying amounts
At 31 March 2021 — 67 67
At 31 March 2022 119 33 152
38. Intangible fixed assets
Software
£000
Cost
Balance at 31 March 2021 1,143
Additions 73
Balance at 31 March 2022 1,216
Amortisation and impairment losses
Balance at 31 March 2021 920
Amortisation charge 119
Balance at 31 March 2022 1,039
Carrying amounts
At 31 March 2021 223
At 31 March 2022 177
39. Fixed asset investments
Shares in Group
undertakings
£000
Cost
Balance at 31 March 2021 150,117
Balance at 31 March 2022 150,117
Provisions
Balance at 31 March 2021 56,322
Balance at 31 March 2022 56,322
Net book value
At 31 March 2021 93,795
At 31 March 2022 93,795

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
147Carclo plc Annual report and accounts 2022
During the year ended 31 March 2022, £0.7 million (2021: £1.3 million) was received from the administrators of Wipac Ltd, the
investment disposed of in the year ended 31 March 2020. See note 4 in the Group accounts for further details.
Value in use models were used to assess the recoverable amount of investments in the material trading subsidiaries. The key
assumptions in these models were cash flow projections covering a three-year period and discount rates. Sufficient headroom
between recoverable amount and net book value was calculated and the Directors were comfortable that any reasonably possible
changes to key assumptions would not result in an impairment.
A list of subsidiary undertakings is given in note 33 to the Group financial statements.
40. Debtors
2022 2021
£000 £000
Debtors – amounts falling due within one year:
Amounts owed by Group undertakings 69,091 68,808
Other debtors 164 167
Prepayments and accrued income 186 124
69,441 69,099
Debtors – amounts falling due after more than one year:
Amounts owed by Group undertakings 2,033 4,588
2,033 4,588
Amounts owed by Group undertakings which fall due within one year are non-interest bearing and repayable on demand.
Amounts owed by Group undertakings which fall due after more than one year bear interest at market interest rates.
Amounts owed by Group undertakings are presented after provision for credit risk.
41. Trade and other creditors – amounts falling due within one year
2022 2021
£000 £000
Bank overdrafts 2,407 4,637
Trade creditors 446 371
Taxation and social security 54 50
Lease liabilities 32 16
Accruals and deferred income 801 1,184
Amounts owed to Group undertakings 104,091 105,442
Bank loans 1,331 1,473
Other loans 70 40
109,232 113,213
The Group has a UK multi-currency net overdraft facility with a £nil net limit and a £12.5 million gross limit. The overdrafts bear
interest at between 2.0% and 4.5% above prevailing bank base rates. At 31 March 2022, Carclo plc’s overdraft of £2.4 million (2021:
£4.6 million) has been recognised within cash and cash deposits when consolidated.
Bank loans include £33.8 million (2021: £33.8 million) secured on the assets of the Group. The bank loan facilities are secured by
guarantees from certain Group companies and by fixed and floating charges over certain of the assets of a number of the Group’s
companies. Bank loans incur interest at between 1.9% and 4.5% above prevailing bank base rates.
As part of the debt restructuring which concluded on 14 August 2020, additional security was granted by the Company to the bank
such that at 31 March 2022, the gross value of the Company’s assets secured amounted to £168.3 million (2021: £171.5 million).
Amounts owed to Group undertakings which fall due within one year are non-interest bearing and repayable on demand.

148 Carclo plc Annual report and accounts 2022
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
42. Creditors – amounts falling due after more than one year
2022 2021
£000 £000
Bank loans 32,429 32,339
Other loans 52 59
Amounts owed to Group undertakings 2,922 2,881
Lease liabilities 75 12
35,478 35,291
Amounts owed to Group undertakings which fall due after more than one year bear interest at market interest rates.
43. Deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets Liabilities Net
2022 2021 2022 2021 2022 2022
£000 £000 £000 £000 £000 £000
Tax losses 669 — — — 669 —
Other 283 218 — — 283 218
Deferred tax assets 952 218 — — 952 218
Deferred tax assets have not been recognised in respect of the following items:
2022 2021
£000 £000
Tax losses – trading 3,770 4,090
Tax losses – capital 50 35
Tax losses – non-trading 312 353
Employee benefits 6,333 7,0 8 6
Tangible fixed assets 137 76
Other — 57
10,602 11,697
Deferred tax assets have not been recognised on the balance sheet to the extent that the underlying timing differences are not
expected to reverse. The nature of the tax regimes in certain of the regions in which Carclo operates are such that tax losses may
arise even though the business is profitable. This situation is expected to continue in the medium term. An increase in deferred tax
losses recognised as a deferred tax asset as at 31 March 2022 is based upon the latest approved business plan and profitability
levels therein. Capital losses will be recognised at the point when a transaction gives rise to an offsetable capital gain; this was not
the case at 31March 2022. Similarly, non-trading losses will only be utilised against future non-trading profits. No such non-trading
profits are foreseen at 31 March 2022. Trading losses will only be utilised against future trading profits; as such, a £0.7 million
deferred tax credit has been recognised in the income statement upon recognition of UK deferred tax assets.
The tax losses at 31 March 2022 are available to carry forward without time restriction.
Movement in deferred tax during the year:
Balance Balance
as at Recognised Recognised as at
1 Apr 21 in income in equity 31 Mar 22
£000 £000 £000 £000
Tax losses — 669 — 669
Other 218 65 — 283
218 734 — 952

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
149Carclo plc Annual report and accounts 2022
Movement in deferred tax during the prior year:
Balance Balance
as at Recognised Recognised as at
1 Apr 20 in income in equity 31 Mar 21
£000 £000 £000 £000
Other — 218 — 218
— 218 — 218
44. Pension liability
The Group operates a defined benefit UK pension scheme which provides pensions based on service and final pay.
The Company is the sponsoring employer throughout the current and prior period and full disclosures in respect of the plan are
given in note 24 of the Group financial statements. On 14 August 2020, additional security was granted by the Company to the
scheme trustees such that at 31 March 2022, the gross value of the Company’s assets secured amounted to £168.3 million (2021:
£171.5 million).
45. Reserves
The Company maintains an employee share ownership plan for the benefit of employees and which can be used in conjunction
with any of the Group’s share option schemes. As at 31 March 2022, the plan held 3,077 shares (2021: 3,077 shares). The original
cost of these shares was £0.003 million (2021: £0.003 million). The cost of the shares has been charged against the profit and loss
account.
46. Contingent liabilities
The Company has entered into cross-guarantee arrangements relating to the bank borrowings of its UK and India subsidiary
operations. The maximum obligation under these arrangements at 31 March 2022 was £nil (2021: £0.5 million).
There are contingent liabilities arising in the ordinary course of business, in respect of litigation, which the Directors believe will not
have a significant effect on the financial position of the Company or Group.
47. Profit and loss account
The profit after tax for the year dealt with in the accounts of the Company amounts to £1.988 million (2021: £0.181 million) which,
after dividends of £nil (2021: £nil), gives a retained profit for the year of £1.988 million (2021: £0.181 million).
48. Related parties
The Company has a related party relationship with its subsidiaries (see note 33), its Directors and executive officers, and the Group
pension scheme. There are no transactions that are required to be disclosed in relation to the Group’s 60% dormant subsidiary
Platform Diagnostics Limited.
Transactions with related parties are set out in note 32 of the Group financial statements.
In addition to this:
•
interest payable to Group companies during the period was £0.3 million (2021: £0.3 million) and interest receivable from Group
companies during the period was £0.1 million (2021: £0.2 million);
•
royalties were received from Group companies during the period totalling £1.6 million (2021: £1.2 million);
•
management fee income was received from Group companies during the period totalling £1.2 million (2021: £1.3 million); and
•
dividends were received from Group companies during the period totalling £1.7 million (2021: £0.9 million).
During the current period the Company’s lending bank received £0.5 million (2021: £1.3 million) and the Company received a further
£0.2 million in respect of distributions made by the administrators of Wipac Ltd following the Company’s disposal of Wipac Ltd as a
subsidiary on 20 December 2020. £0.6 million was prepaid against the term loan and, in accordance with the facilities agreement,
£0.1 million was retained by the Company.
Remuneration of the Directors, who are considered to be the key management personnel of the Company, is disclosed in the
audited part of the Directors’ remuneration report on pages 57 to 75.

150 Carclo plc Annual report and accounts 2022
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
continued
for the year ended 31 March 2022
49. Accounting estimates and judgements
The preparation of the financial statements in conformity with FRS 101 requires management to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.
The estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable
under the circumstances. These estimates and assumptions form the basis for making judgements about the carrying values of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if
the revision affects both current and future periods.
The following are the critical judgements and key sources of estimation uncertainty that the Directors have made in the process of
applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial
statements. These should be read in conjunction with the significant accounting policies provided in the notes to the financial
statements.
Going concern
Key judgements
Management has exercised judgement over the likelihood of the Company to be able to continue to operate within its available
facilities and in accordance with its covenants for the twelve months from the date of signing these financial statements.
Thisdetermines whether the Company should operate the going concern basis of preparation for these financial statements.
Pension assumptions
Note 24 contains information about management’s estimate of the net liability for defined benefit obligations and their risk
factors. The pension liability at 31 March 2022 amounts to £26.0 million (2021: £37.3 million).
Key sources of estimation uncertainty
The value of defined benefit pension plan liabilities is determined by long-term actuarial assumptions. These assumptions include
discount rates, inflation rates and mortality rates. Differences arising from actual experience or future changes in assumptions will
be reflected in the Company’s comprehensive income. The Company exercises its judgement in determining the assumptions to
be adopted, after discussion with a qualified actuary. Details of the key actuarial assumptions used and the sensitivity of these
assumptions are included in note 24.
The scheme introduced a right for members to Pension Increase Exchange (“PIE”) at retirement in the year to 31 March 2022 via a
Deed of Amendment and communication to deferred members. Having taken actuarial advice, the Executive management has
exercised judgement that, similar to the Bridging Pension Option adopted last year, 40% of members will take the PIE option at
retirement. This estimate impacts on the past service credit recognised as an exceptional item in the income statement.
Valuation of investments in subsidiary undertakings
Note 39 contains information about management’s estimates of the recoverable amount of investments in subsidiary
undertakings and their risk factors.
Key judgements
Management has exercised judgement over the underlying assumptions within the valuation models. These are key factors in
theirassessment of whether there is any impairment in these investments.
As set out in more detail in note 39, the recoverable amounts are based on value in use and fair value less costs of disposal
calculations. The use of the value in use method requires the estimation of future cash flows and the choice of a discount rate in
order to calculate the present value of the future cash flows. The use of the fair value less costs to sell method requires the
estimation of the fair value of the investment in the subsidiary undertaking and of associated costs of disposal.
Recognition of deferred tax assets
Note 43 contains information about the deferred tax assets recognised in the statement of financial position.
Key judgements
Management has exercised judgement over the level of future taxable profits against which to relieve the Company’s deferred
taxassets. On the basis of this judgement, £0.9 million deferred tax assets have been recognised at the period end.

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT
151Carclo plc Annual report and accounts 2022
2022 2021 2020 2019
1
2018
1
£000 £000 £000 £000 £000
Group total:
Revenue 128,576 107,564 146,288 144,851 146,214
Underlying operating profit 6,096 4,840 4,365 1,315 10,811
COVID-related US government grant income 2,087 — — — —
Operating profit before exceptional items 8,183 4,840 4,365 1,315 10,811
Exceptional items 721 4,438 (8,779) (13,908) (904)
Operating profit/(loss) 8,904 9,278 (4,414) (12,593) 9,907
Net financing charge (2,989) (2,659) (2,585) (2,061) (1,740)
Profit/(loss) before tax 5,915 6,619 (6,999) (14,654) 8,167
Income tax (expense)/credit (809) (457) (1,449) (3,978) 325
Profit/(loss) after tax but before loss on disposal of
discontinued operations 5,106 6,162 (8,448) (18,632) 8,492
Underlying operating profit 6,096 4,840 4,365 1,315 10,811
Add back: Amortisation of intangible assets 203 206 172 279 281
Underlying earnings before interest, tax and amortisation (“EBITA”) 6,299 5,046 4,537 1,594 11,092
Add back: Depreciation of property, plant and equipment 6,825 5,774 6,765 5,260 4,732
Underlying earnings before interest, tax, depreciation
and amortisation (“EBITDA”) 13,124 10,820 11,302 6,854 15,824
Continuing operations:
Revenue 128,576 107,564 110,506 105,338 104,681
Underlying operating profit 6,096 4,840 7,313 6,390 6,158
COVID-related US government grant income 2,087 — — — —
Operating profit before exceptional items 8,183 4,840 7,313 6,390 6,158
Exceptional items 721 4,490 (5,470) (4,507) (904)
Operating profit 8,904 9,330 1,843 1,883 5,254
Net financing charge (2,989) (2,659) (2,388) (1,891) (1,749)
Profit/(loss) before tax 5,915 6,671 (545) (8) 3,505
Underlying operating profit from continuing operations 6,096 4,840 7,313 6,390 6,158
Add back: Amortisation of intangible assets from continuing operations 203 206 172 176 170
Underlying earnings before interest, tax and amortisation
(“EBITA”) from continuing operations 6,299 5,046 7,485 6,566 6,328
Add back: Depreciation of property, plant and equipment from
continuing operations 6,825 5,774 5,951 4,344 3,937
Underlying earnings before interest, tax, depreciation and
amortisation (“EBITDA”) from continuing operations 13,124 10,820 13,436 10,910 10,265
FIVE YEAR SUMMARY

152 Carclo plc Annual report and accounts 2022
FIVE YEAR SUMMARY continued
2022 2021 2020 2019
1
2018
1
£000 £000 £000 £000 £000
Underlying operating profit margin 4.7% 4.5% 3.0% 0.9% 7.4%
Underlying operating profit margin from continuing operations 4.7% 4.5% 6.6% 6.1% 5.9%
Return on sales (underlying EBITA margin) 4.9% 4.7% 3.1% 1.1% 7.6%
Return on sales (underlying EBITA margin) from continuing operations 4.9% 4.7% 6.8% 6.2% 6.0%
Effective tax rate 12.2% 5.8% -14.6% -27.2% -4.1%
Underlying effective tax rate 26.0% 21.0% 27.8% 19.2% 20.6%
Earnings/(loss) per share
2
7.9p 10.1p -15.5p -25.4p 11.6p
Underlying earnings/(loss) per share
3
3.1p 2.4p 0.4p -2.7p 9.8p
Net debt (32,405) (27,596) (27,357) (38,481) (31,476)
Capital employed (equity + net debt) 56,821 35,507 36,088 50,748 83,495
Average capital employed (equity + net debt) 46,164 35,798 43,418 67,122 63,730
Return on capital employed (excluding pension liabilities) 7.8% 6.6% 5.0% 1.2% 10.1%
Capital expenditure as a multiple of depreciation 1.4x 1.8x 1.5x 1.5x 2.0x
Average number of employees in year 1,062 1,048 1,475 1,501 1,442
1. The comparative information for 2018 and 2019 has been re-presented due to a discontinued operation, namely the LED Technologies segment
comprising two Wipac businesses which was disposed of during the year ending 2020.
2. Earnings/(loss) per share is calculated based on profit after tax, attributable to equity holders of the parent company, including discontinued
operations and is after exceptional and separately disclosed items.
3. Underlying earnings/(loss) per share is calculated based on profit after tax, attributable to equity holders of the parent company, including
discontinued operations and is before charging exceptional and separately disclosed items.

ADDITIONAL INFORMATIONCORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT ADDITIONAL INFORMATION
153Carclo plc Annual report and accounts 2022
INFORMATION FOR SHAREHOLDERS
(a) Reconciliation of non-GAAP financial measures
2022 2021
Notes £000 £000
Profit for the period 5,799 7,412
Add back: Profit on discontinued operations, net of tax 4 (693) (1,198)
Statutory profit after tax from continuing operations 5,106 6,214
Add back: Income tax expense from continuing operations 3, 12 809 457
Profit before tax from continuing operations 5,915 6,671
Add back: Net financing charge from continuing operations 3, 11 2,989 2,659
Operating profit from continuing operations 8,904 9,330
Less: Exceptional items from continuing operations 9 (721) (4,490)
Operating profit before exceptional items from continuing operations 8,183 4,840
Less: COVID-related US government grant income (2,087) —
Underlying operating profit from continuing operations 6,096 4,840
Add back: Amortisation of intangible assets from continuing operations 15 203 206
Underlying earnings before interest, tax and amortisation (“EBITA”) from continuing operations 6,299 5,046
Add back: Depreciation of property, plant and equipment from continuing operations 16 6,825 5,774
Underlying earnings before interest, tax, depreciation and amortisation (“EBITDA”) from
continuing operations 13,124 10,820
Profit before tax from continuing operations 5,915 6,671
Less: Exceptional items from continuing operations 9 (721) (4,490)
Less: COVID-related US government grant income (2,087) —
Underlying profit before tax from continuing operations 3,107 2,181
Income tax expense from continuing operations 3, 12 809 457
Add back: Exceptional tax expense from continuing operations — —
Group underlying tax expense from continuing operations 809 457
Group statutory effective tax rate from continuing operations 13.7% 6.9%
Group underlying effective tax rate from continuing operations 26.0% 21.0%
Cash at bank and in hand 20 12,347 15,485
Loans and borrowings – current 22 (2,948) (5,084)
Loans and borrowings – non-current 22 (41,804) (37,997 )
Net debt (32,405) (27,596)
Add back: Lease liabilities 10,870 7,055
Net debt excluding lease liabilities (21,535) (20,541)
Information on consolidated statement of cash flows
Net cash from operating activities 2,969 8,397
Less: Net cash used in operating activities from discontinued operations — 52
Net cash from operating activities from continuing operations 2,969 8,449
Net cash used in investing activities (4,149) (6,006)
Less: Net cash from investing activities from discontinued operations 4 (693) (1,250)
Net cash used in investing activities from continuing operations (4,842) (7,256)
Net cash (used in)/from financing activities (2,493) 5,050
Less: Net cash used in financing activities from discontinued operations — —
Net cash (used in)/from financing activities from continuing operations (2,493) 5,050

154 Carclo plc Annual report and accounts 2022
INFORMATION FOR SHAREHOLDERS continued
(b) Share price history
Share price per 5 pence ordinary share at close of business 31 March 1982: 11.6 pence
Calendar year Low High
2008 47.5p 96.0p
2009 48.5p 150.5p
2010 133.5p 241.5p
2011 239.0p 349.0p
2012 287.5p 503.0p
2013 257.0p 501.0p
2014 85.25p 292.5p
2015 87.0p 169.75p
2016 106.75p 169.0p
2017 120.0p 180.0p
2018 7 7.25p 127.5p
2019 10.3p 81.5p
2020 3.75p 23.0p
2021 15.15p 71.0p
2022 18.6p 41.0p
(c) Share price information
Share price information can be found on the internet at www.carclo.co.uk.
(d) Further information on Carclo plc
Further information on Carclo plc can be found on the internet at www.carclo.co.uk.

ADDITIONAL INFORMATIONCORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT ADDITIONAL INFORMATION
155Carclo plc Annual report and accounts 2022
SHAREHOLDER ENQUIRIES
For all enquiries please contact Equiniti, our Share Registrars,
who are available to answer any queries you have in relation to
your shareholding.
Online:
A range of help is available online at help.shareview.co.uk
–from here you will be able to securely email Equiniti.
By phone:
From the UK, call 0371 384 2249.
From overseas, call +44 (0)121 415 7047. Lines are open
between 8.30am to 5.30pm, Monday to Friday (excluding public
holidays in England and Wales).
By post:
Equiniti, Aspect House, Spencer Road, Lancing, West Sussex
BN99 6DA.
Equiniti also provide an online service for shareholders.
Tomanage your shareholding online please see Equiniti’s
Shareview service at www.shareview.co.uk.
If you are not already registered, to view your
shareholdingyouwill need to set up a portfolio by registering
atwww.shareview.co.uk. You will need your shareholder
reference number. Setting up a portfolio will allow you to
securely access your holdings online at your own convenience
whenever and wherever you want to. You will have access to a
full range ofonline services. These can include:
• view holdings and indicative price and valuation;
• view movements on your holdings;
• view dividend payment history;
• register and change bank mandate instructions;
• change your address details;
• sign up for electronic communications;
• buy and sell shares online; and
• download and print shareholder forms.
GLOSSARY
Compound annual growth rate (“CAGR”)
The geometric progression ratio that provides a constant rate
of return over a time period
Constant currency
Retranslated at the prior year’s average exchange rate. Included
to explain the effect of changing exchange rates during volatile
times to assist the reader’s understanding
Group capital expenditure
Non-current asset additions
Net bank interest
Interest receivable on cash at bank less interest payable on
bank loans and overdrafts. Reported in this manner due to the
global nature of the Group and its banking agreements
Net debt
Cash and cash deposits less loans and borrowings. Used to
report the overall financial debt of the Group in a manner that is
easy to understand
Net debt excluding lease liabilities
Net debt, as defined above, excluding lease liabilities. Used to
report the overall non-leasing debt of the Group in a manner
that is easy to understand
Operational gearing
Ratio of fixed overheads to sales
Underlying
Adjusted to exclude all exceptional and separately disclosed
items
Underlying EBITDA
Profit before interest, tax, depreciation and amortisation
adjusted to exclude all exceptional and separately disclosed
items
Underlying earnings per share
Earnings per share adjusted to exclude all exceptional and
separately disclosed items
Underlying operating profit
Operating profit adjusted to exclude all exceptional and
separately disclosed items
Underlying profit before tax
Profit before tax adjusted to exclude all exceptional and
separately disclosed items
Operating profit before exceptional items
Operating profit adjusted to exclude all exceptional items

156 Carclo plc Annual report and accounts 2022
COMPANY AND SHAREHOLDER INFORMATION
Company Secretary
Angie Wakes FCG
Registered number
Registered in England 196249
Registered office
Unit 5
Silkwood Court
Ossett
WF5 9TP
Telephone: 01924 268040
Email: investor.relations@carclo-plc.com
Company website
www.carclo.co.uk
Registrars
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Auditor
Mazars LLP
30 Old Bailey
London
EC4M 7AU
Solicitors
Addleshaw Goddard LLP
3 Sovereign Square
Sovereign Street
Leeds
LS1 4ER
Bankers
HSBC UK Bank plc
1 Centenary Square
Birmingham
B1 1HQ
Corporate brokers
Peel Hunt LLP
7th Floor
100 Liverpool Street
London
EC2M 2AT
Financial public relations
FTI Consulting Limited
200 Aldersgate
Aldersgate Street
London
EC1A 4HD

Carclo plc Annual report and accounts 2022
REGISTERED OFFICE:
UNIT 5, SILKWOOD COURT,
OSSETT, WF5 9TP
T +44 (0) 1924 268040
www.carclo.co.uk
investor.relations@carclo-plc.com

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FINANCIAL CALENDAR
Annual General Meeting 1 September 2022
Interim results for half year ending 30 September 2022 November 2022
Preliminary results for year ending 31 March 2023 June 2023
Annual report for year ending 31 March 2023 mailed July 2023
Annual General Meeting September 2023

Carclo plc Annual report and accounts 2022