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Carclo plc
Annual Report and Accounts 2023
Carclo
engage • energise • execute
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www.carclo-plc.com
www.carclo-plc.com
Strategic report
Financial statements
Pages 01 – 57
Pages 101 – 198
Our performance
01
'One Carclo'
03
At a glance
04
Chair’s statement
06
Chief Executive Officer's review
08
Our strategy
12
Our markets
15
Business model
17
Regional business review
22
Our stakeholders
23
Key Performance Indicators
26
Responsible operations
28
TCFD
36
Finance review
40
Principal risks and uncertainties
46
Viability statement
56
Statement of Directors’ responsibilities
101
Independent auditor’s report
102
Consolidated income statement
112
Consolidated statement of
comprehensive income
113
Consolidated statement of financial position
114
Consolidated statement of changes in equity
116
Consolidated statement of cash flows
117
Notes to the consolidated financial statements
118
Company balance sheet
182
Company statement of changes in equity
183
Notes to the Company financial statements
184
Five year summary
197
Corporate governance
Additional information
Pages 58 – 100
Pages 199 – 205
Chair’s introduction
58
Board of Directors
62
Statement of corporate governance
64
Audit and Risk Committee report
68
Nomination Committee report
72
Directors’ remuneration report
76
Directors’ report
97
Information for shareholders
199
Shareholder enquiries
202
Glossary
203
Company and shareholder information
204
Financial calendar
205
Contents
Strategy
Pages 12 – 14
'One Carclo'
Page 03
Sustainability
Pages 28 – 39
Our performance
Revenue from continuing operations
(£m)
Underlying operating profit
1
(£m)
£143.4m
£5.9m
2022:
2022:
£128.6m
£6.1m
Underlying earnings per share
- basic – from continuing operations
(p)
Underlying EBITDA
2
(£m)
0.4p
£14.0m
2022:
2022:
3.1p
£13.1m
Statutory operating profit
(£m)
Cash generated from operations
(£m)
£1.2m
£7.8m
2022:
2022:
£8.9m
£6.8m
Net debt excluding lease liabilities
(£m)
Net debt
(£m)
£22.5m
£34.4m
2022:
2022:
£21.5m
£32.4m
Financial performance
A shift in strategy prioritising operational performance improvement and
increased cash generation against a backdrop of high inflation and rising
interest rates.
Revenue from continuing operations increased by 11.6% (3.8% at constant
currency) to £143.4 million (2021/22: £128.6 million).
Underlying operating profit from continuing operations £5.9 million (2021/22:
£6.1 million).
Cash generated from operations was £7.8 million
(2021/22: £6.8 million).
Statutory operating profit from continuing operations £1.2 million
(2021/22: £8.9 million including £2.1 million one-off credit arising from the
forgiveness of US government COVID-19 support loans).
Net exceptional cost in the year of £4.7 million
(2021/22: £0.7 million gain), reflects £3.4 million rationalisation costs, £0.9 million
costs arising from cancellation of future supply agreement, £0.9 million doubtful
debt and related inventory provision, £0.3 million costs in respect to legacy claims,
partially offset by a £0.8 million gain on disposal of surplus properties.
Net debt of £34.4 million
(31 March 2022: £32.4 million). £1.5 million of the increase is explained by
movements in foreign exchange. After increasing in H1, adjusting for currency
effects, net debt reduced by £2.1 million during H2, reflecting the start of the
delivery of the revised strategy.
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 pages 199 and 200.
2.
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 pages 199 to 200.
Corporate governance
Financial statements
Additional information
Strategic report
Carclo plc
Annual Report and Accounts 2023
01
Our performance
continued
Sustainability highlights
Leading the way in sustainability
Launching of a worldwide initiative “Project Zelda” (Carclo's landmark sustainability
initiative) to harness our power to reduce waste, increase energy efficiency and
contribute to a greener, more sustainable world and create a positive societal ripple
effect via local community involvement.
Strengthening supply chain sustainability
Uniting with EcoVadis to prioritise sustainability, foster eco-friendly supply chain
practices, and drive positive environmental change.
Engaging communities, creating lasting social value
Investing in local communities, fostering social inclusion and supporting initiatives
that contribute to long-term societal wellbeing.
See more on page 28
Strategic highlights
Fortifying our financial position for long-term success
Optimising resources, enhancing cash flow, and fuelling long-term success.
Factory specialisation and standardisation
Driving operational excellence for enhanced efficiency and satisfaction.
Organic growth through strategic partners
Strengthening relationships for mutual success.
Embracing sustainability for a greener future
Innovating, reducing waste and driving positive environmental impact.
Empowering unity, driving breakthroughs
Harnessing the power of collaboration, diversity and common purpose to redefine
industry standards.
See more on page 12
Corporate governance
Financial statements
Additional information
Strategic report
Carclo plc
Annual Report and Accounts 2023
02
Our mission is to be the preferred and trusted partner
of global customers for precision components.
We strive to achieve class-leading customer
satisfaction by taking advantage of our global
presence and technical excellence centres.
We focus our Design & Engineering and
Manufacturing Solutions on four key markets:
Speciality Optics
Speciality Aerospace
Life Science
Precision Tech
We are committed to delivering high-precision critical
components that meet our customers' needs, as a
one-stop-shop from the start of development through
to production and assembly. We will facilitate growth by
expanding our offerings with existing customers and by
prioritising their development.
'One Carclo' embodies our cohesive approach to achieving excellence by uniting our mission, ambition and values.
Driven by innovation, collaboration and sustainability, we strive to create high-quality solutions for global industries,
fostering growth and delivering value to our stakeholders.
'One Carclo'
Our mission
and ambition
Our values
We seek a better way
We are driven by the desire for continuous improvement, striving to make tomorrow better
and safer than today. We value and foster our entrepreneurial spirit, as we explore new
avenues and push beyond existing boundaries.
We operate as ‘One Carclo’
We believe in being united in collaboration, with both our team and our chosen strategic
partners, to drive improvements and success.
We are always open and honest
We work with the highest ethics, seeking to be open, transparent, respectful and inclusive
in all of our dealings both internally and externally.
We drive long-term sustainable growth
We prioritise sustainability and are committed to ethical labour practices, diversity and
community engagement to reduce our environmental impact and create a positive social
impact for long-term success.
We will always act responsibly
Responsible financial management ensures that we can continue to invest in sustainable
growth opportunities and deliver value for our stakeholders.
Corporate governance
Financial statements
Additional information
Strategic report
Carclo plc
Annual Report and Accounts 2023
03
Our locations:
Carclo’s global presence spans 13 facilities in key markets, accounting for 70%
of the world’s core product demand. As a preferred, trusted partner, we prioritise
employee safety, growth and training, to drive our continued success.
At a glance
13 sites
1,116
employees
Carclo facilities
Markets we serve
Corporate governance
Financial statements
Additional information
Strategic report
Carclo plc
Annual Report and Accounts 2023
04
CTP Division
Aerospace Division
Explore Carclo's thriving business segments: CTP Division and Aerospace Division where precision, quality and innovation unite
these dynamic divisions. From advanced tooling and automation in design & engineering to specialised manufacturing solutions,
and cutting-edge aerospace solutions, we deliver excellence across our global portfolio.
At a glance
continued
Performance by division:
Design
& Engineering
Manufacturing
Solutions
Aerospace
£20.1m
Revenue
| -29.7% at constant currency
£116.7m
Revenue
| +11.3% at constant currency
£6.6m
Revenue
| +39.4% at constant currency
Carclo, a global leader in precision components, demonstrates
unwavering commitment to exceptional quality in high-tech industries.
With expertise spanning life sciences, aerospace and technical
precision components, Carclo establishes a formidable presence in key
markets worldwide. The Life Sciences sector delivers vital medical and
diagnostic application components, guaranteeing reliability and
precision. Carclo's advanced solutions address the evolving needs of the
aerospace industry, prioritising safety and performance. The Precision
Tech sector serves diverse markets with customised components,
optimising efficiency and durability. Backed by 13 strategically located
facilities, Carclo's global drive for innovation, quality and customer
satisfaction ensures continued success in these competitive markets.
See more on page 15
Businesses:
Design &
Engineering
Manufacturing
Solutions
CTP
Aerospace
Corporate governance
Financial statements
Additional information
Strategic report
Carclo plc
Annual Report and Accounts 2023
05
In response to a challenging external environment, we have
responded rapidly to implement a new strategy and refresh both
the Board and executive management team. I am excited for
the future prospects of the Group and am confident that we will
deliver long-term value for all of our stakeholders.
Joe Oatley
Chair
Strategy
Faced with the multiple challenges of significant increases in input
costs, the rising cost of capital as global interest rates continued on
an upward trajectory and limited labour supply, in particular in the
US, the Board has refocused the Group's strategy to deliver
earnings growth and cash generation through improved efficiency
and better utilisation of our existing asset base. Our new strategy
is focused on delivering improved margins and return on capital
through a focus on operational excellence whilst deleveraging our
balance sheet through a focus on cash generation. Our investment
priorities now lie in supporting commitments to our existing
customers and continuous improvement with a swift return on
investment. You can read more about our new strategy on
pages 12 to 14.
Creating value for all stakeholders
We recognise that considering the interests of all of our stakeholders
is of fundamental importance to the long-term success of our
business, whether they be our customers, employees, investors,
lenders, or the communities in which we work. Our new strategy is
designed to create value for all of these stakeholder groups.
For more information about our stakeholders and our Section 172
statement please go to page 23.
Chair's statement
Dear Shareholder
The year to 31 March 2023 was one where the Group faced
significant challenges driven by changes in the external environment.
In response to these challenges we have revised our strategy and
refreshed both the executive team and the Board to ensure that
Carclo is positioned to succeed and deliver value for all of its
stakeholders over the long term.
Whilst there remains much to do, I am very encouraged to see that
the efforts of our team in driving our new strategy forward are
already starting to bear fruit with a much improved performance,
both operationally and financially, in the EMEA region of our CTP
division as we moved into the new financial year. Our Aerospace
division has also returned to health with a robust performance
during the year driven by the combination of strong management
leadership on cost control and a recovery in the business’
end markets.
Corporate governance
Financial statements
Additional information
Strategic report
Carclo plc
Annual Report and Accounts 2023
06
Environmental, social and governance ("ESG")
We have brought new focus within the business to the ESG agenda,
led directly by our CEO. As part of our commitment to sustainability,
we have introduced a Group-wide programme to both reduce the
waste in our manufacturing processes and also decrease our energy
usage per unit of production. We also continue to encourage our
businesses to support their local communities through charitable
support and education initiatives and responsibility for this is
devolved to local management.
Good governance emanates from an effective Board that provides
strong leadership. I am pleased with the smooth CEO transition to
Frank Doorenbosch and am confident that our new CEO, together
with other executive team members, will ensure that Carclo
maintains the highest standards of corporate governance.
You can read more about our ESG activities on pages 28 to 39.
Financing
As announced on 31 March 2023, I am pleased to reaffirm that we
reached agreement with our lending bank to reset the interest cover
covenant of the Group’s banking covenants through to June 2025
to a more appropriate level in light of the rise in global interest rates
and the resultant impact of the Group’s cost of debt. The Group is
committed to a strategy of reducing its leverage and I am pleased to
be able to report that, since year end, the Group has made
additional repayments on its term loan over and above those
stipulated in the original financing arrangement. I would like to thank
our lending bank for the support it has given the Group over a
number of years.
We carried out an externally led evaluation of the performance of
the Board during December 2022 which concluded that the newly
formed Board is operating effectively across all aspects of its role.
More details of this review can be found in the Corporate
Governance report on page 64.
We are cognisant of the importance of diversity and inclusion across
the whole of the Group, including the Board. Our Board of five
Directors includes one woman and no Directors from an ethnic
minority background. Whilst diversity is a consideration on
appointment of a new member to the Board, our selection is always
made on a completely meritocratic basis to ensure that we have the
best people with the right mix of skills and experience to lead the
Company.
Our people
At Carclo we are proud to employ the best people and they are our
biggest strength. On behalf of the Board, I would like to thank all of
our employees for their continued hard work and commitment.
Joe Oatley
Chair
19 July 2023
Chair's statement
continued
The Board
We have restructured our Board to re-establish the roles of
Non-Executive Chair and Chief Executive Officer, in line with the
Corporate Governance Code.
I am delighted with the impact that Frank Doorenbosch has made
since stepping into the CEO role in October 2022 from his previous
position as a Non-Executive Director. He brings a wealth of directly
relevant experience and has brought great pace and energy to the
implementation of our new strategy throughout the Group. David
Bedford joined the Board as CFO in November 2022 from his
previous role as Finance Director of our CTP division and, together
with Frank and supported by the executive team, is driving the
changes needed to ensure that we have the financial resources,
systems and infrastructure in place to support our strategy over
both the short and long term.
I am also delighted to welcome Rachel Amey to the Board as a
Non-Executive Director. Rachel brings a wealth of financial and
business expertise to the Board and has already made an impact in
the support and challenge she has provided to her colleagues
around the Board.
I would like to thank all of my Board members for the support and
counsel they have provided to me during the past year as we
transitioned to our new strategy and dealt with the challenges facing
the business.
Corporate governance
Financial statements
Additional information
Strategic report
Carclo plc
Annual Report and Accounts 2023
07
Introduction
As I look back on the past financial year, it is evident that Carclo
encountered a range of external challenges that required us to be
resilient and adaptable. Yet, we approach the future with unwavering
optimism. Despite the obstacles we faced, we have embraced a
strategic transformation, and we are already witnessing promising
early signs of progress. Our steadfast strategy, supported by a
revitalised leadership team, sets the stage for long-lasting success
and sustainability.
The year in review
The past fiscal year presented us with numerous challenges,
including rising debt costs, significant increases in input expenses,
reduced demand for COVID-19 testing products and a tight labour
market in key manufacturing locations. These hurdles prompted us
to embark on a strategic transformation and reinforce our leadership
team. As part of this transformative journey, we take pride in
highlighting the increased diversity within our Board and senior
executive team. We firmly acknowledge that diversity brings
valuable fresh perspectives, fosters innovation and enhances
decision-making.
Our strategic transformation focuses on operational excellence,
robust financial health and the standardisation of processes and
equipment to optimise asset utilisation, enhance efficiency and
reduce complexity. We are energised and committed to deliver
exceptional value to all stakeholders. Additionally, we are dedicated
to sustainability, aiming to reduce waste and energy consumption
while actively engaging with local communities.
Despite the economic challenges we faced, our revenues
demonstrated resilience, increasing 3.8% at constant currency.
This growth can be attributed to our successful collaboration on
growth projects with our strategic customers. However, our margins,
particularly in the CTP division, were impacted by time delay of
passing on higher input costs. In addition, we absorbed some of
these costs to uphold our commitment to our valued customers.
Encouragingly, we are beginning to witness the positive outcomes
of our strategic actions, particularly within our EMEA Manufacturing
Solutions business. This has resulted in stronger margins in the latter
half of the year. The final quarter of 2022/23 revealed promising
results from our new strategy, where our EMEA manufacturing
platform showcased improved operational performance in the
second half of 2022/23 with higher asset utilisation and increased
cash generation. These positive developments underline the
effectiveness of our strategic approach.
Our mission
Lead in precision components,
leveraging global presence,
expertise and commitment to
exceed expectations. With a robust
network, unwavering quality focus
and inclusive employment, we drive
excellence and deliver innovation
globally.
See more on page 03
Transforming challenges into success:
embracing strategy, resilience and
leadership to shape a bright future.
Frank Doorenbosch
Chief Executive Officer
Chief Executive Officer’s review
Corporate governance
Financial statements
Additional information
Strategic report
Carclo plc
Annual Report and Accounts 2023
08
Chief Executive Officer’s review
continued
Recognising the evolving dynamics in our business environment,
the core of our strategy is anchored on operational excellence and
robust financial health. Central to our tactical blueprint is the
Group-wide standardisation of our processes and equipment, an
initiative aimed at optimising asset utilisation, enhancing efficiency
and reducing the cost of complexity.
In the short term, our focus is on achieving stability and maximising
return from our existing resources. To that end, we are instituting
stringent asset management practices including meticulous
tracking, optimised deployment and regular performance reviews,
coupled with an investment in cost-efficient technologies and
process improvements. By simplifying operations, we are effectively
reducing the cost of complexity, increasing our agility and
responsiveness.
In parallel, we're fostering an ethos of knowledge-sharing and
cross-functional collaboration to disseminate and implement best
practices throughout the organisation. This strategic blend of
resource maximisation, process standardisation and collective
learning not only drives up operational performance and reduces
costs, but also enhances employee and customer satisfaction
through the consistent and reliable delivery of high-quality products
and services.
I am delighted to report that the implementation of our new strategy
and our focused efforts on cash generation yielded positive results.
We were able to generate robust operational cash in the second half
of the year, which significantly improved our position compared to
the figures as of 30 September 2022.
These achievements underscore our dedication to strengthening
our financial position and maintaining a solid foundation for future
growth. Despite the challenges we faced, our commitment to
effective financial management and cash generation strategies
has paid off, positioning us favourably as we move forward.
Strategy
Recognising the shifting dynamics of our business environment,
we have undertaken a rigorous strategic review. The result is a
renewed blueprint for Carclo's future, one that is flexible, robust
and aligned with our mission.
At the heart of our strategy lies an uncompromising commitment
to the safety and wellbeing of our workforce, customers and
communities. We firmly believe that our success is underpinned by
the health and prosperity of all our stakeholders. Hence, protecting
and fostering this is not just a priority, it's woven into our
operational DNA.
The year in review
continued
Although our overall underlying operating profit performance for
the year amounted to £5.9 million, which was lower than the previous
year's figure (2021/22: £6.1 million), it is important to note that these
results were achieved within a demanding economic climate.
Despite the challenges, we remained focused on profitability and
positioning the Company for future growth.
The restructuring costs associated with our strategic shift were
substantial but necessary for the long-term sustainability of our
business. While we faced these challenges, we managed to improve
our cash conversion rate from 42.6% in 2021/22 to 84.0% in
2022/23. As a result, our net debt at the end of the year remained
relatively stable, compared to the previous year end, considering
constant currency factors. This achievement is particularly
commendable given our ongoing commitments to bank interest
payments, pension contributions and growth capital expenditures.
£143.4m £5.9m
£7.8m
11.0%
£34.4m
Revenue
3.8% at a constant rate
Underlying operating profit
(11.8)% at a constant rate
Cash generated from operations
Increase of 14.7% against
prior year
Working capital as
% of revenue
2022: 13.0%
Net debt
2022: £32.4m
Corporate governance
Financial statements
Additional information
Strategic report
Carclo plc
Annual Report and Accounts 2023
09
Chief Executive Officer’s review
continued
Through an unwavering commitment to operational excellence and
a customer-centric approach, we are dedicated to achieving
sustained profitability and creating long-term value. These principles
guide our actions as we strive to exceed customer expectations,
drive efficiency and optimise our performance. By aligning our
operations with customer needs and consistently delivering
exceptional products and services, we aim to re-establish Carclo as
a trusted industry leader and maximise value for our stakeholders.
Design & Engineering ("D&E")
In 2022/23, our Design & Engineering ("D&E") business
demonstrated robust revenue performance, generating total
revenues of £20.1 million. While sales were lower compared to last
year's exceptional figures, they remained significantly higher than
the average of the previous three years. This reflects the strength
of our ongoing focus on the life sciences sector and strategic
partnerships with existing customers.
By maintaining this strategic direction, we built a strong order book
by the end of the year, positioning us favourably for continued
success in the future. This is a testament to our ability to deliver
value-added solutions and meet the evolving demands of
our clients.
To further augment our capabilities and support our technical talent,
we are establishing a state-of-the-art training facility at our
Roseytown location in Pennsylvania. This facility serves as a
dedicated space not only for validation purposes but, more
importantly, for in-house training on manufacturing lines, mould
technology and material behaviour. It enables our team to
continually refine their skills and expertise, empowering them to
consistently deliver best-in-class solutions to our valued clients.
This investment in our team's development reinforces our
commitment to excellence and ensures that we stay at the forefront
of innovation in the industry.
Our team forms the heart of Carclo, their growth being a
cornerstone of our strategy. We're prioritising investments in their
professional enhancement, creating dedicated Educational and
Excellence Centres regionally. This initiative empowers our
engineers with robust training and skills development programmes,
propelling process enhancements, automation advancements and
innovative product line creation. We believe that nurturing their
talents and fostering a culture of innovation will be pivotal to our
collective success.
As part of our commitment to sustainability, we've launched our
worldwide initiative, "Zelda". Its primary objectives are to reduce
waste sent to recycling by 50% within two years and decrease
energy consumption per unit of production by 15% over three years
through energy optimisation. Moreover, we are devoted to creating
a positive societal ripple effect via local community involvement.
We believe in being candid about our sustainability journey, and will
consistently share updates on our achievements, challenges and
milestones.
Divisional performance
CTP division
We have divided our CTP division into two separate businesses.
Our Design & Engineering business is responsible for handling global
customer development projects, while our Manufacturing Solutions
business comprises our worldwide network of facilities, specialising
in a comprehensive range of manufacturing services, encompassing
injection moulding, assembly and supply chain solutions. Our CTP
division has undertaken a substantial restructuring effort in the
EMEA region to better align with customer needs and successfully
navigate challenges such as rising input costs and labour shortages.
The execution of our strategy, which includes standardising
machines, processes and global quality standards, coupled with
clear factory specialisation, has revitalised our operational results in
the region. We are now focused on implementing these strategies in
the US region to further strengthen our position.
Strategy
continued
Our new direction includes a keen focus on product and factory
specialisation, allowing each of our facilities to hone in on their
unique strengths and minimise the cost of complexity. This
approach sharpens our focus, ramps up efficiency and elevates
performance, thereby ensuring we deliver seamlessly to our global
clientele across the entire gamut of our offerings – Design &
Engineering and Manufacturing Solutions.
Our long-run facilities are 100% geared towards process
optimisation and integrating advanced back-end automation,
thereby enhancing throughput and quality. On the other hand,
our medium-run facilities are tasked with increasing their agility,
efficiently managing changeovers between runs and developing
flexible automation systems to ensure continuity and productivity.
The first region where we have completed the factory specialisation
is EMEA, where the strategy is delivering the expected results.
The next region we are addressing is the USA, albeit with different
dynamics, where the focus will allow us to build a winning model.
We are keen to shape Carclo into an engaging organisation with high
energy drive, committed to high-quality execution, when precision
matters. To be ready to meet the evolving demands of our
customers and the marketplace, our strategy includes diversifying
our portfolio whilst aiming for steady top-line growth.
We are committed to fortifying our balance sheet and decreasing
our debt, with an emphasis on cash generation, prudent
management of working capital and enhancing equipment
utilisation. We are channelling our capital investments towards
measures that improve safety, efficiency, yield, and quality.
Through enhanced project flexibility, leveraging on our well invested
but underutilised machine park we will deliver growth.
When it comes to pricing, we are not racing to the bottom. Instead,
we are committed to delivering exceptional value, underpinned by
the high-quality and comprehensive support we offer.
Corporate governance
Financial statements
Additional information
Strategic report
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While our progress in the Aerospace division is noteworthy, we did
experience some challenges in our cash conversion rate due to
constraints within the supply chain of specialised metals. However,
our commitment to delivering high-quality products and services
remains unwavering, positioning us for continued success and
growth in the aviation industry.
With the aviation sector on an upswing, we are well positioned to
leverage this positive momentum. Our dedication to excellence,
combined with our relentless focus on meeting customer
expectations, enables us to capitalise on the opportunities that lie
ahead. As we navigate challenges and pursue opportunities, we
remain committed to maintaining our reputation as a trusted
provider of superior products and services in the aerospace market.
Financing
Given the impact of rising interest rates and the high inflationary
environment, we have worked closely with our lending bank to
secure appropriate ongoing financial support for the business.
We are pleased that we continue to be supported by the bank,
who have agreed to a more appropriate set of covenants during
the period whilst we revitalise the business and implement our
new strategy, and the legal documents surrounding this agreement
have now been signed.
Sustainability and corporate responsibility
We have clearly defined our sustainability strategy in our worldwide
initiative "Project Zelda". We are first addressing the major
contributors to our ecological footprint, being raw material and
electricity usage. The team is focused on delivering a sustainable
improvement in reducing, reusing and upcycling the materials used
within our production processes. Overall targets to be reached in
two years are:
a 50% reduction of materials we send to recycling;
a 10% reduction of the amount of kWh per kilo of products sold.
We are enhancing our various community engagement initiatives;
we have continued to invest in the growth and development of the
regions in which we operate, creating opportunities for education,
skill development and employment.
Divisional performance
continued
Manufacturing Solutions ("MS")
Our Manufacturing Solutions ("MS") business serves as our global
manufacturing and assembly platform, strategically divided into
three regions: Americas, EMEA and APAC. We have embarked on a
focused journey of factory specialisation, emphasising operational
excellence and minimising the complexities that arise in
manufacturing processes.
In the first phase of our EMEA strategic reset, we are already
witnessing the potential of our manufacturing platform through
enhanced operational efficiency, increased asset utilisation and
improved labour efficiency. These early successes reinforce our
confidence in the effectiveness of our strategic approach. In the
Americas, our leadership team faces challenges posed by input cost
increases and labour shortages. Addressing these challenges
remains our team's primary focus, and we are intensifying our efforts
to execute the strategic positioning and factory specialisation of our
US manufacturing platform.
Despite the hurdles faced, the MS business achieved modest
revenue growth in 2022/23 at constant currency. Our revenues
increased to £116.7 million (£104.9 million at constant currency).
This growth was primarily driven by customer price increases that
offset inflationary pressures and higher energy costs. By diligently
managing these factors, we were able to maintain a positive revenue
trajectory while navigating a challenging market environment.
Through our steadfast commitment to operational excellence and
strategic focus on factory specialisation, we are confident in our
ability to enhance our MS business's performance, drive efficiencies
and maximise value for our stakeholders.
Aerospace division
The Aerospace division has demonstrated a remarkable
improvement in profit performance year-on-year, benefiting from
the post-COVID-19 market recovery. Our revenue experienced
impressive growth, reaching £6.6 million in the current fiscal year
compared to £4.7 million in 2021/22, representing a substantial
increase of 40.9%. This resurgence in the Aerospace division's
performance is highly encouraging, highlighting our ability to adapt
and thrive in evolving market conditions.
Moving forward
The past year presented us with significant challenges, but it also
marked a transformative period of renewed focus. We have
implemented a new strategy, formed a new Board and established
a diverse and dynamic leadership team, all fuelled by a high level of
energy and unwavering commitment to our employees and
customers. While there is still much work ahead, the early results
from our new strategy are promising, instilling a sense of optimism
and belief in a bright future.
Our positive outlook is supported by compelling evidence. We have
successfully renegotiated our banking covenants, securing financial
stability as we continue to implement our new strategic approach.
Significant progress has been made in our Mitcham operations,
further strengthening our confidence in the effectiveness of our
initiatives. Furthermore, we have successfully reached a settlement
agreement with the cancellation of a supply contract framework
agreement, reinforcing our ability to navigate challenges and
capitalise on opportunities.
In conclusion, we acknowledge that 2022/23 presented its fair share
of difficulties. However, we have already embarked on a new chapter
and are turning the page towards a future brimming with possibilities.
We have full confidence in our new strategy and leadership team,
feeling that the best is yet to come. We extend our heartfelt
appreciation to the staff at Carclo for their ongoing support during
this transformative time. Together, we will navigate this transition
and forge a path towards sustained success.
Frank Doorenbosch
Chief Executive Officer
19 July 2023
Chief Executive Officer’s review
continued
Corporate governance
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Additional information
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Carclo plc
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Our strategy
Our strategic
goals
01
02
03
04
Comprehensive
customer
support
Excelling in
performance
and experience
Empowering
our workforce
Ethical, safe,
collaborative,
improvement
Supporting our customers globally from
the initiation of development through
production and assembly.
Delivering best-in-class operational
performance, financial results and
customer experience.
Attracting and retaining premier talent
by fostering an inclusive, diverse culture
that empowers and develops employees
to drive business growth.
An unwavering commitment to health
and safety, ethics, collaboration and
continuous improvement.
See more on page 19
See more on page 20
See more on page 18
See more on page 18
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Financial statements
Additional information
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Annual Report and Accounts 2023
Our strategy
continued
Our strategic
priorities
01
02
03
04
Strengthening
balance
sheet
Maximising
asset
utilisation
Improving margins
over top-line
growth
Maximise the value
of our global
footprint
Focused capital investment to improve
efficiency, yield, quality and safety.
Strict management of working capital.
Standardisation of our processes and
equipment, and sharing of best practices
throughout the organisation.
A Group-wide effort to add value to our
customers and optimise our costs and
efficiency.
Implementing factory specialisation to
drive focus, efficiency, quality and
performance. Deliver efficiently to our
global customers for both Design &
Engineering and Manufacturing
Solutions.
See more on page 42
See more on page 08
See more on page 08
See more on page 22
Corporate governance
Financial statements
Additional information
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Annual Report and Accounts 2023
Our strategy
continued
Our strategic
enablers
01
02
03
04
Fully engaged,
safe workforce
Innovation
through new
technology
Value creation
through strategic
partnerships
Asset optimisation
through operational
excellence
We will foster a culture of employee
engagement and development to
support our focused capital investment,
tight management of working capital,
and drive improvements in efficiency,
yield, quality and safety.
We will harness the power of new
technologies, including automation and
artificial intelligence ("AI"), to increase
operational efficiency, improve quality
and stay at the forefront of our industry,
while maximising the value of our
global footprint.
We will develop strategic partnerships
with customers and suppliers to capture
and create more value together,
improving our global footprint and
delivering efficiently to our customers
for both Design & Engineering and
Manufacturing Solutions.
We will drive operational excellence
through standardisation of our
processes and equipment, and transfer
of best practices across the Group to
maximise asset utilisation and improve
margins over top-line growth.
See more on page 18
See more on page 21
See more on page 19
See more on page 10
Corporate governance
Financial statements
Additional information
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14
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Annual Report and Accounts 2023
Our markets
Trend
The Life Science market, particularly diagnostic disposables and drug delivery systems, is
experiencing significant growth, fuelled by the rising incidence of chronic diseases,
technological advancements and demographic changes. The global plastic pharmaceutical
packaging market, valued at USD 100 billion in 2020, is predicted to grow at a CAGR of 6.7%
from 2018 to 2028. The COVID-19 pandemic triggered a spike in demand for diagnostics,
now stabilising, with the APAC region projected as the fastest growth sector.
Market drivers
Chronic Disease Prevalence: Rising incidences of chronic conditions, such as diabetes,
necessitate improved diagnostic and treatment options.
Ageing population: An aging global demographic spurs demand for enhanced healthcare
products and services.
Technological advancements: Innovations in materials, miniaturisation and manufacturing
processes allow for the development of more efficient, user-friendly devices.
Our response
Carclo is poised to meet the growing demand for advanced diagnostic tools, insulin delivery
systems and respiratory products in the life sciences industry. Through strategic investments
in R&D and close collaboration with clients, we deliver high-quality, precision-engineered
components that contribute to improved patient outcomes and enhanced healthcare
experiences. Our commitment to innovation, quality and partnerships drives our mission
to make a significant impact in the industry.
Trend
The Precision Tech market is seeing divergent trends. While the ATM market shows limited global
growth, with a CAGR below 3%, the Middle East and Africa (MEA) region is expanding,
counteracting the overall decline. On the other hand, the Smart Home Automation market,
encompassing technologies such as internal high precision gearing and Fresnels, is projected to
grow substantially. The global market size was valued at USD 65 billion in 2022 and is predicted to
expand at a CAGR of 27.3% from 2023 to 2030, driven by consumer demand for features such as
remote operation and interactive experiences.
Market drivers
Smart Home Adoption: Consumer interest in energy efficiency, convenience and security,
coupled with the rise of smart assistants, is driving demand for home automation systems.
Regional ATM Demand: Despite global trends, emerging markets, particularly MEA, show an
increased demand for ATMs, driven by efforts to improve financial inclusion.
Technological Advancements: Innovations in materials, engineering and manufacturing enable
the production of more reliable, precise, and durable components.
Our response
Carclo Precision Tech stays agile amidst these market shifts. Our focus lies in providing
high-quality, precision-engineered components, including fresnels, for home automation systems
and gearing for ATMs. To compete effectively with the predominantly Chinese competition, we
have brought together all Fresnel production to our European Excellence Centre, with plans to
shift our US production of home automation components to our Chinese facility. We aim to
deliver both innovative and cost-effective solutions tailored to the rapidly evolving needs of the
Precision Tech industry.
Life Science
Precision Tech
Corporate governance
Financial statements
Additional information
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15
Carclo plc
Annual Report and Accounts 2023
Our markets
continued
Speciality Optics
Speciality Aerospace
Trend
The Optics market is witnessing growth of a compound annual growth rate (CAGR) of 11.0%
from 2023 to 2030, driven by the widespread adoption of LED lighting and the ongoing digital
transformation across various industries. The demand for energy-efficient, high-performance
and customisable optical solutions is increasing, driven by advances in technology and the
growing need for sustainable lighting alternatives.
Market drivers
Energy efficiency: The push for greener, energy-efficient lighting solutions increases
demand for innovative LED optical designs.
Digital transformation: Quickening digitalisation in sectors like automotive, healthcare and
consumer electronics necessitates advanced optical components for modern applications.
Customisation: Evolving market demands require more tailored and flexible optical
solutions for diverse projects and applications.
Our response
General LED optical lighting was worth over $70b globally in 2022 and is a highly competitive
industry. At Carclo we position ourselves as a niche player for the high-end product lines,
especially in architectural lighting. Our in-house dedicated team provides innovative specialist
design solutions.
By staying at the forefront of technological advancements and responding to evolving market
needs, Carclo Optics aims to lead the way in delivering innovative and sustainable optical
solutions for various industries.
Trend
The Aerospace industry, recovering from the COVID-19 downturn, is poised for growth,
catalysed by technological advancements, an increased focus on sustainability, and the need
for robust supply chains. The demand for specialised components, particularly aerospace
cables, continues to increase, with the global market expected to grow at a CAGR of 5.7% and
reach $1.6 billion.
Market drivers
Technological Innovation: Advances in aerospace technology necessitate reliable,
sophisticated components.
Sustainability: The push for greener aviation propels the demand for environmentally
conscious materials and practices.
Supply Chain Resilience: The pandemic underlined the necessity for dependable,
adaptable supply chains to ensure timely production and delivery.
Our response
Carclo's Speciality Aerospace division, leveraging a century of experience in manufacturing
machined metallic components and mechanical cable assemblies, targets the replacement
market in Europe, setting us apart from volume players. Operating in a niche market, we
provide high-quality solutions primarily for European customers, giving us a unique advantage
in a market dominated by large-volume players. We have worked on over 100 different aircraft
platforms and continue to innovate, providing premium solutions to stay competitive in the
dynamic aerospace industry.
Corporate governance
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Additional information
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16
Carclo plc
Annual Report and Accounts 2023
Embracing a global mindset and implementing local strategies, we serve our
international customers with exceptional standards and innovation, facilitated
by our regional manufacturing platform.
Business model
Operating model
Competitive advantage
Value creation
Design & Engineering
We are a project-focused organisation, providing
comprehensive global support to our customers. From the
initial stages of mould design and validation, to fostering
internal education and innovation, we are dedicated to
ensuring long-term competitiveness.
Manufacturing Solutions
Efficient global manufacturing platform supplying the
Americas, EMEA and APAC. Specialised factories, global
technical support and quality standards ensure cost-effective
fulfilment of local and global customer demands.
Aerospace
Our certified and specialised facilities are dedicated to
manufacturing consistent, high-quality precision components
that adhere to the stringent safety standards of the
aerospace industry.
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.
Operational
excellence
By concentrating on operational excellence, we are
able to provide our customers with high-quality
products that meet their expectations.
Responsive
culture
Our flat and decentralised management structure
enables quick and agile decision-making.
Global footprint
Our business model operates across three
continents, embracing global standardisation and
offering local support to our global customers.
Shareholders
Maximising returns and
long-term growth
through strategic
investments.
Suppliers
Building strong
partnerships based on
trust and mutual
growth.
Employees
Fostering growth,
development and a
rewarding and inclusive
work environment.
Pension fund
Safeguarding funding
through prudent
management.
Customers
Delivering exceptional
quality and innovative
solutions for customer
success.
Debt
providers
Ensuring financial
stability and honouring
financial obligations
responsibly.
Local communities
Engage and support the local communities to
ensure we have a positive impact on people's lives.
See more on page 05
See more on page 23
Aerospace Division
CTP Division
Corporate governance
Financial statements
Additional information
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17
Carclo plc
Annual Report and Accounts 2023
Business model in action
Fostering a safe, inclusive and
collaborative environment
Safe and inclusive environment
Prioritising the wellbeing and growth of our workforce.
At Carclo, safety is our foundation. We invest in
comprehensive programmes and training to provide a secure
working environment for our employees. We also foster
inclusivity, embracing diverse perspectives and backgrounds,
which strengthens our organisation and drives innovation.
Nurturing collaboration, diversity and safety
Carclo values our employees as our greatest asset. We foster
a culture of empowerment, collaboration and inclusion that
drives innovation and growth. By prioritising safety,
promoting diversity and creating a supportive work
environment, we ensure the success and wellbeing of
our team.
Employee engagement
Inspiring passion, creativity and dedication. Engaged
employees are at the heart of our success. Through open
communication, career development opportunities and
recognition programmes, we cultivate a motivated and
committed workforce. This fosters exceptional customer
service, drives growth and ensures our long-term success.
Diversity and inclusion
Harnessing the power of diverse perspectives. Carclo
celebrates diversity and actively promotes an inclusive
workplace where all employees feel respected and valued.
By embracing different perspectives, we drive innovation,
make better decisions, and create a dynamic and thriving
organisation.
Social and environmental responsibility
Making a positive impact beyond financial success.
We believe in being responsible corporate citizens.
Our empowered workforce plays a vital role in driving positive
social and environmental change. We collaborate with local
communities, support charitable initiatives and implement
sustainable practices to minimise our environmental
footprint.
In conclusion, Carclo's commitment to empowering our
workforce, fostering collaboration and inclusion, ensuring
safety and embracing diversity drives our success.
By creating a supportive and inclusive environment,
we enable our employees to thrive, contribute their best
and make a positive impact in our communities and the world.
Corporate governance
Financial statements
Additional information
Strategic report
18
Carclo plc
Annual Report and Accounts 2023
Empowered
workforce
Unlocking value through strategic
alliances
At Carclo, strategic alliances are key to our business
approach, driving value creation and fostering innovation.
Through transparent communication, trust and a shared
dedication to quality, we collaborate with customers and
suppliers to generate mutual benefits and deliver exceptional
results.
Customer collaboration
Tailored solutions for lasting partnerships. By closely
collaborating with our customers, we gain deep insights
into their unique needs and develop customised solutions.
These partnerships cultivate trust, enhance customer
satisfaction and open doors to new opportunities for
innovation and growth.
Supplier co-operation
Building a robust supply chain for success. Strategic alliances
with suppliers ensure a reliable and high-quality supply chain,
enabling us to meet customer expectations and maintain a
competitive edge. We work hand in hand with our suppliers
to identify cost-saving opportunities and operational
efficiencies, resulting in better services and competitive
prices for our customers.
Successful alliances
Driving innovation and operational excellence.
Our collaboration with a major automation manufacturer
showcases the power of strategic alliances. By working
closely together, we have developed innovative handling
of precision plastic components that meet specific client
requirements, improving quality and reducing costs.
Another noteworthy alliance is our partnership with a key raw
materials supplier. This collaboration has strengthened our
supply chain, ensuring the availability of critical components
while identifying opportunities for cost savings through
process enhancements. As a result, we continue to deliver
premium products, enhancing operational efficiency and
profitability.
In conclusion, strategic alliances are at the core of Carclo's
business model. By cultivating partnerships with customers
and suppliers, we unlock value, drive innovation, optimise
costs and achieve long-term success. Our commitment to
trust, communication and shared goals paves the way for
collaborative growth and ongoing excellence in the market.
Business model in action
continued
Corporate governance
Financial statements
Additional information
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19
Carclo plc
Annual Report and Accounts 2023
Strategic
alliances
Maximising efficiency through factory
specialisation and standardisation
At Carclo, operational excellence is paramount as we harness
the full potential of our assets and drive efficiency
throughout our operations. We have implemented a strategic
approach that includes factory specialisation and
standardisation, allowing us to optimise our manufacturing
processes and deliver enhanced value to our customers.
By dedicating each facility to specific product lines, we
achieve focused expertise and streamlined operations.
Our long-run operations focus on process optimisation and
back-end automation, while we invest in quick changeovers
and flexible automation in our medium-run facilities. This
enables us to respond swiftly to customer demands, adapt to
market changes and capitalise on our technical capabilities.
Through factory specialisation, we maximise efficiency and
leverage our strengths to deliver exceptional products
and services.
Moreover, our commitment to operational excellence
extends to the diligent management of our assets. We
continuously evaluate and optimise the utilisation of
machinery and working capital across our manufacturing
network. By eliminating waste and maximising value, we lower
costs, improve efficiency and drive increased value for our
customers and shareholders.
Our pursuit of operational excellence is rooted in a strong
commitment to safety and environmental sustainability.
We prioritise the wellbeing of our employees and the
communities we serve. Through investments in safety
technologies, comprehensive training programmes and
adherence to environmental standards, we foster a culture of
accountability and create a safe, engaging work environment.
This holistic approach to operational excellence not only
enhances our productivity and profitability but also reflects
our dedication to sustainability and the wellbeing of our
stakeholders. By aligning our operations with our values,
we drive value creation while making a positive impact on
our employees, communities and the environment.
In summary, Carclo's focus on operational excellence, driven
by factory specialisation and standardisation, enables us to
maximise efficiency, optimise our asset base and uphold our
commitment to safety and sustainability. This strategic
approach underpins our long-term success and positions us
as a leader in our industry.
Business model in action
continued
Corporate governance
Financial statements
Additional information
Strategic report
20
Carclo plc
Annual Report and Accounts 2023
Achieving excellence
in operations
Leveraging innovation to lead our industry
At Carclo, we recognise the power of technology in driving
operational excellence and maintaining a leadership position
in our industry. By harnessing state-of-the-art innovations,
we continuously enhance our efficiency and deliver
enhanced value to our customers.
Automation lies at the core of our strategy for achieving
operational excellence. Through strategic investments in
automated processes and machinery, we reduce manual
labour, improve speed and ensure precision. This is
particularly critical in our precision engineering and
manufacturing sectors, where meeting customer
specifications requires consistency and accuracy.
We also prioritise data acquisition and analysis as a means to
drive improvement and efficiency. By implementing robust
data collection and analysis tools, we gain transparency into
our processes, products and customers. This empowers us
to identify areas for enhancement, streamline operations and
deliver exceptional service to our customers.
Looking ahead, we are actively exploring the potential
of artificial intelligence (“AI”) in our operations. AI offers
transformative possibilities, from optimising production
and supply chains to refining forecasting and planning.
We embrace opportunities to integrate AI, leveraging our
expertise and resources to drive effective implementation
and unlock the full value of our collective knowledge
throughout the organisation.
Our commitment to embracing new technology extends
beyond internal operations; it also shapes our customer
engagement. By staying at the forefront of technological
advancements, we develop innovative solutions that
empower our customers to stay competitive and achieve
their business objectives. For example, our patented
technologies in the life sciences sector enable more precise
and efficient medical testing, leading to improved patient
outcomes. In aerospace, we develop sophisticated safety
systems that enhance passenger safety and mitigate risks.
In summary, Carclo's dedication to pioneering technology
drives our pursuit of operational excellence, customer value
creation and industry leadership. We embrace technological
advancements, recognising the transformative potential they
hold. With a focus on automation, data-driven insights and
the exploration of AI, we are well positioned to drive
innovation, efficiency and customer satisfaction.
"Integration of technology in our manufacturing
processes, through autonomation and
automation, enhances efficiency, accuracy
and productivity. It enables Carclo to streamline
operations, thereby reducing costs and
improving product quality, ultimately leading
to increased profitability and customer
satisfaction."
Brandon Swinteck, VP Operations
Business model in action
continued
Corporate governance
Financial statements
Additional information
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21
Carclo plc
Annual Report and Accounts 2023
Pioneering technology
for industry leadership
“Establishing the EMEA/India regional structure has enhanced our strategic KPIs. By classifying our facilities into high-volume,
high-automation units and medium-volume, value-added units, we’ve optimised our geographical service coverage for key
partners, impacting innovation, cost, quality and delivery." Gary Allan, Managing Director EMEA/India region
CTP
Americas
Sales
£74.0m
+2.6%
1
In 2022/23, we focused on nurturing existing
client relationships in the US market while
embarking on an exciting journey of factory
specialisation.
By delivering exceptional services and products,
we achieved significant growth, solidifying our
position as a regional leader.
To support our expansion efforts, we
established a training centre in Pennsylvania
and expanded production capacities.
Despite challenges posed by inflation and labour
market difficulties, we took proactive measures
to mitigate risks and safeguard our margins,
paving the way for a successful future in factory
specialisation.
CTP
APAC
Sales
£17.3m
-7.5%
1
We have started the journey of producing life
science products in our Indian facility, targeting
the supply to of the growing local market.
In China, we faced significant challenges due to
the pandemic, with travel restrictions and
operational issues at our customers' facilities
leading to lower revenues.
Nevertheless, our business demonstrated
resilience and adopted appropriate mitigation
strategies.
We remain committed to broadening our
presence in the APAC region and exploring new
growth opportunities.
CTP
EMEA
Sales
£45.5m
+6.8%
1
We achieved robust growth by leveraging factory
specialisation to cater to our existing customer
base. Our teams diligently focused on streamlining
processes and optimising performance. Our UK
site prioritised high-volume long runs, while our
Continental European facility excelled in agile
changeovers and short series production for
strategic partners.
Factory specialisation has significantly improved
our competitiveness and strengthened our
strategic partnerships. By tailoring our capabilities
to meet specific needs, we foster collaboration
and drive mutual success.
Moving forward, we remain committed to
enhancing our operations in EMEA, continuing
our journey of factory specialisation to deliver
exceptional value, drive efficiency and forge even
stronger partnerships.
Global
Aerospace
Sales
£6.6m
+39.4%
1
In our aerospace business, we saw a robust
recovery in the market after the lifting of
COVID-19-related air travel restrictions.
Thanks to our niche market positioning in
precision cables and safety systems, we were
able to maintain our margin levels and generate
strong cash flow.
Our dedication to providing high-quality
products and services solidified our relationships
with strategic customers and enabled us to
navigate the challenges of the pandemic.
Moving forward, we are continuing to prioritise
the delivery of high-quality solutions that cater
to our customers’ evolving needs.
Regional business review
1.
At constant currency.
Corporate governance
Financial statements
Additional information
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Carclo plc
Annual Report and Accounts 2023
Carclo’s relationships with all our stakeholders are crucial to our business
success. Our engagement with each group forms the basis for all our actions
and initiatives. Both the Board and Carclo are deeply committed to public
collaboration and nurturing meaningful connections with all stakeholders.
Our stakeholders
Section 172
At Carclo plc, our purpose is to serve as the preferred and
trusted partner for global customers by providing
high-precision critical components and supporting our
customers throughout the development and assembly
process. This strategy demands effective engagement
with all our stakeholders to ensure we fulfil our purpose and
achieve our objectives.
As Directors, we acknowledge our responsibilities in
promoting the success of the Company in accordance
with Section 172 of the Companies Act 2006.
This obligation requires us to take various factors into
account, including the interests of our stakeholders when
making decisions.
We are devoted to supervising stakeholder engagement and
executing our duties and responsibilities in alignment with the
principles of good corporate governance. Further information
regarding our approach to stakeholder engagement and how
we fulfil our duties and responsibilities can be found in the
statement of corporate governance on pages 64 to 67.
Employees
Carclo appreciates its employees as vital stakeholders in the business.
Their feedback informs our Board decisions regarding workplace
conditions, growth opportunities and overall Company strategy.
Their satisfaction and alignment with Company values ensure our
long-term success, pushing us to provide a safe, inclusive and
motivational work environment.
Material issues
Clear communication of our core values throughout the Group.
Fostering an entrepreneurial spirit and encouraging innovation.
Attracting, training and retaining a diverse range of talent and
perspectives.
Promoting a culture of ethics, openness, transparency, respect and
inclusivity.
Current engagement
Holding Board meetings at various sites to increase visibility and
engagement from the whole Board.
Conducting sessions with a cross-section of employees during these
meetings, enabling employees to engage directly with Board
members.
Assigning Non-Executive Directors responsibility for employee
engagement at different sites, acting as a conduit between the Board
and employees.
Future engagement
Promoting transparent feedback during meetings, with leadership
addressing concerns.
Hosting quarterly virtual town halls for open discussions on various issues.
Boosting Board visibility and understanding within the organisation.
Introducing employee development programmes for skill
enhancement and career growth.
Implementing wellbeing initiatives, including flexible working, wellness
programmes and mental health support.
Corporate governance
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Additional information
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Annual Report and Accounts 2023
Our stakeholders
continued
Suppliers
Suppliers form an integral part of our stakeholder ecosystem.
Their feedback aids our decisions on production timelines, product
quality and environmental standards. We aim to foster strong relationships
with suppliers sharing our values and ethical practices, ensuring
high-quality products for our customers.
Material issues
Ensuring responsible sourcing and adherence to ethical and
environmental standards.
Fostering long-term relationships with suppliers based on trust and
collaboration.
Encouraging innovation and continuous improvement within the
supply chain.
Current engagement
Regular meetings and communication with strategic partners to
discuss performance, address concerns and explore opportunities for
improvement.
Conducting supplier audits to assess compliance with our ethical and
environmental standards.
Providing training and support to suppliers to help them meet our
requirements and improve their practices.
Future engagement
Expanding our supplier diversity programme to promote the inclusion
of small and medium-sized enterprises, minority-owned and
women-owned businesses in our supply chain.
Implementing digital tools to enhance collaboration, communication
and transparency within the supply chain.
Developing joint initiatives with suppliers to address common
sustainability challenges, such as reducing greenhouse gas emissions
and improving resource efficiency.
Customers
Customer insights significantly shape our decision-making process.
Their satisfaction drives our business; hence, we focus on understanding
and meeting their needs, exceeding their expectations wherever possible.
This dedication to customer service reflects in our development and
assembly process, enhancing our offerings in high-precision critical
components.
Material issues
Ensuring the quality and reliability of our products and services.
Strengthening customer relationships and maintaining high levels
of satisfaction.
Identifying and addressing emerging customer needs and
market trends.
Current engagement
Regular customer meetings and feedback sessions to discuss
performance, identify areas for improvement and explore new
opportunities.
Participation in industry events and conferences to stay informed
about market trends and customer requirements.
Implementation of a robust customer relationship management system
to facilitate communication and collaboration.
Future engagement
Expanding our digital capabilities to enhance customer engagement,
streamline processes and improve responsiveness.
Developing new products and services that address emerging
customer needs and market trends.
Launching customer-focused sustainability initiatives that demonstrate
our commitment to environmental and social responsibility.
Shareholders
Shareholder opinions are highly influential in our Board's decisions.
We commit to consistent engagement, conveying our financial
performance, business developments and strategic initiatives, always
aiming for responsible, sustainable growth. This commitment informs our
decisions, securing the financial support needed for Carclo to thrive.
Material issues
Transparent and timely communication of financial performance and
business developments.
Sustainable and responsible growth that delivers long-term
shareholder value.
Alignment of corporate strategy with shareholder interests and
expectations.
Strong corporate governance and risk management practices.
Current engagement
Regularly publishing financial reports and updates on business
developments.
Conducting Annual General Meetings and investor conferences to
present Company performance, strategy and outlook.
Hosting webcasts and conference calls to discuss financial results and
answer investor questions.
Maintaining a dedicated investor relations function to address
shareholder enquiries and concerns.
Future engagement
Improving digital communication for accessible, interactive shareholder
information.
Adopting ESG reporting frameworks, showcasing commitment to
responsible growth.
Conducting regular investor roadshows and virtual events for dialogue
and information exchange.
Engaging with institutional investors and proxy advisors for strategy
alignment.
Corporate governance
Financial statements
Additional information
Strategic report
24
Carclo plc
Annual Report and Accounts 2023
Our stakeholders
continued
Local communities
Community input is invaluable to our Board's decision-making, impacting
our approach to corporate citizenship. We strive to generate positive and
sustainable impacts on local communities, basing our decisions on their
needs and our capacity to contribute positively to their growth.
Material issues
Identifying the positive and sustainable contributions the Group can
make to local communities.
Encouraging and motivating our employees to support and/or
participate in these activities.
Current engagement
Demonstrating high engagement of our Asian sites in addressing local
community issues.
Showcasing examples of our community involvement in our
Responsible Operations report.
Future engagement
Seeking agreement within the Group Executive team to increase
engagement in other regions.
Implementing quarterly reporting on community involvement in the
leadership “town hall” meetings for all employees.
Highlighting our community engagement activities on our website and
social media channels.
Pension fund
The pension fund's status directly influences our decisions on employee
benefits and financial allocations. Committed to fulfilling obligations to
past and current employees, we ensure timely contributions, keeping the
fund healthy and serving our employees' interests.
Material issues
Adhering to the agreed schedule of deficit repair contributions,
balancing the needs of the scheme and the business.
Ensuring the appropriate management of the scheme’s assets
and liabilities.
Current engagement
Holding periodic tripartite meetings with the lending bank and the
pension fund to discuss financial performance and strategy.
The Chair, CEO and CFO actively engaging with the pension trustees
during tripartite meetings and maintaining regular phone
communication in between.
Collaborating closely with the pension trustees to achieve optimal
long-term funding for the pension scheme.
Future engagement
Continuing close co-operation and communication with the pension
trustees at multiple levels to ensure alignment of interests and
objectives.
Regularly reviewing and adjusting the deficit repair contributions
schedule, as needed, to maintain the pension fund’s financial stability
and address any emerging challenges.
Exploring opportunities for enhancing the pension scheme’s
investment strategy in collaboration with the pension trustees,
focusing on long-term sustainability and value creation.
Lending bank
Our lending bank's support has been crucial in periods of financial strain,
and their advice informs many of our strategic financial decisions.
Maintaining this robust relationship is essential to our financial stability,
ensuring stakeholder confidence in Carclo's sound financial management.
Material issues
Generating cash to fulfil the long-term commitment of the Company
to the lending bank.
Keeping the lending bank apprised of the progress on the Group’s
objectives and financial performance.
Current engagement
Conducting periodic tripartite meetings with the lending bank and the
pension fund to discuss financial performance and strategy.
Collaborating on mutual reviews of the Group’s budget and strategic
plans, adjusting interest covenant rulings as needed to maintain the
lending bank’s support.
Future engagement
Organising regular quarterly meetings between the CEO, CFO and the
lending bank to review progress and address any concerns.
Enhancing communication channels with the lending bank to ensure
timely and transparent updates on the Group’s financial performance
and developments.
Exploring opportunities for optimising the financial structure and
accessing additional sources of funding in partnership with the
lending bank.
Corporate governance
Financial statements
Additional information
Strategic report
25
Carclo plc
Annual Report and Accounts 2023
Key Performance Indicators
Return on capital employed
(excluding pension liabilities) (%)
Return on sales
(%)
Cash conversion rate
7.3%
▼ 
0.5 pps
4.1%
0.6 pps
84.0%
41.4 pps
2022: 7.8%
2022: 4.7%
2022: 42.6%
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.
Explanation of importance
Helps to monitor our success in generating profits from the capital
employed in the business.
Definition and method of calculation
Underlying operating profit from continuing operations divided by
revenue from continuing operations. Please refer to the reconciliation of
non-GAAP financial measures within the information for shareholders on
pages 199 to 201.
Explanation of importance
Helps to monitor the efficiency of the Company’s operations.
Definition and method of calculation
Cash generated from operations divided by earnings before interest, tax,
depreciation and amortisation.
Explanation of importance
Helps to monitor how well the Company converts its profits into cash.
Fixed asset utilisation ratio
Underlying operating profit from
continuing operations (£m)
Net debt
(£m)
3.2x
14.3%
£5.9m
2.6%
£34.4m
▲ 
6.0%
2022: 2.8x
2022: £6.1m
2022: £32.4m
Definition and method of calculation
Revenue from continuing operations divided by tangible fixed assets.
Explanation of importance
Helps to monitor how efficient we are using the tangible fixed assets at
our disposal to generate revenue.
Definition and method of calculation
Operating profit from continuing operations before separately disclosed
items and exceptional items. Please refer to the reconciliation of
non-GAAP financial measures within the information for shareholders on
pages 199 to 201.
Explanation of importance
Helps to monitor our success in generating profits from our operations
and our performance.
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 pages 199 to 201.
Lease liabilities as at the balance sheet date were £11.9 million.
Explanation of importance
Helps to appraise the Group’s capital structure and liquidity.
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
Corporate governance
Financial statements
Additional information
Strategic report
26
Carclo plc
Annual Report and Accounts 2023
Key Performance Indicators
continued
Incident frequency ratio
Energy intensity ratio
(tCO
2
)
Women in senior management positions
(%)
1.47
42.4%
155.3 tCO
2
(9.7)%
31.0%
20 pps
2022: 2.55
2022: 172.0 tCO
2
2022: 11.0%
Definition and method of calculation
Measures the number of incidents per 100,000 hours worked.
Explanation of importance
Helps to monitor our success in operating a safe working environment.
Definition and method of calculation
Energy intensity ratio is tCO
2
per £1 million of revenue from operations.
Explanation of importance
Enables us to monitor tonnes of carbon dioxide emissions per £1 million
of revenue.
Definition and method of calculation
Calculated as the proportion of employees in senior management
positions identifying as female.
Explanation of importance
Enables us to monitor our commitment to our global policy of equality
and inclusiveness.
Non-financial KPIs
Corporate governance
Financial statements
Additional information
Strategic report
27
Carclo plc
Annual Report and Accounts 2023
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 Chief
Executive Officer, 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.
We comply with the non-financial
reporting requirements contained
in Sections 414CA and 414CB of
the Companies Act 2006.
The table to the right, and
information to which it refers,
is intended to help stakeholders
understand our position on key
non-financial matters.
Responsible operations
The Board considers that it is paramount that the Group maintains the
highest ethical and professional standards in all its undertakings.
Non-financial reporting
Reporting requirement
Policies and standards
which govern our approach
Risk management and
additional information
Environmental matters
Environmental Policy
Responsible operations report
(page 32)
Employees
Ethical Policy
Health and Safety Policy
Equal Opportunities and Diversity
and Inclusion Policy
Responsible operations report
(pages 29 and 30)
Human rights
Modern Slavery Statement
Ethical Policy
Responsible operations report
(pages 29 and 30)
Anti-corruption and anti-bribery
Anti-Bribery and Corruption Policy
Ethical Policy
Whistleblowing Policy
Responsible operations report
(page 30)
Statement of corporate
governance (pages 64 to 67)
Policy embedding, due diligence
and outcomes
Principal risks and uncertainties
(page 46)
Description of principal risks and
impact of business activity
Principal risks and uncertainties
(pages 46 to 55)
Description of the business model
Our business model and strategy
(pages 17 to 21)
Non-financial KPIs
Key Performance Indicators
(page 27)
What's in this section
People
29
Environment
32
Health and safety and ESG
33
TCFD
36
Corporate governance
Financial statements
Additional information
Strategic report
28
Carclo plc
Annual Report and Accounts 2023
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 2023, 28.5% of our employees
identified as female (2021/22: 29.3%). The proportion of women in
senior management positions amounted to 31% (2021/22: 11%).
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 has had a Health and Wellbeing Programme
("Carclo Cares") since 2001, which provides all employees with
access to an Employee Assistance Programme ("EAP") helpline.
As a result, all employees have access to advice, guidance and
support relating to emotional, financial or legal matters. A Group
Stress, Mental Health and Wellbeing Policy was put in place in the
same year and Health and Wellbeing Champion volunteers are in
place at each site.
People
Responsible operations
continued
Apprenticeships case study
Our apprentices have truly
exceeded our expectations with
their incredible work over the last
years. Their ability to adapt to
evolving technology and utilise it
to create innovative solutions is
truly remarkable.
Gabe Acuña
Chief Technical Officer
Corporate governance
Financial statements
Additional information
Strategic report
29
Carclo plc
Annual Report and Accounts 2023
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 18
employees enrolled in registered apprenticeships globally.
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 most recent Modern Slavery Statement can be found at
www.carclo-plc.com
.
"Safety is #1, and it isn't merely a set of rules to
follow; it is a mindset that will guide our actions
and decisions every day. Our employees and
their families deserve nothing less."
Frank Doorenbosch, CEO
Responsible operations
continued
Employees
continued
Carclo highly values the health and wellbeing of its employees and
has been proactive in reinforcing a robust health and safety culture.
Key initiatives personally driven by our CEO and our new leadership
team, and appointment of a Global H&S Coordinator have
significantly contributed to reducing the incident frequency ratio
from 2.55/100,000 hours in 2021/22 to 1.47/100,000 in 2022/23:
Safety First:
All meetings, regardless of department or
function, now begin with a focus on health and safety, ensuring
it is always top of mind.
Carclo Cares Safety Week:
An initiative organised across all
our locations, focusing on activities that promote safety
awareness and practices, which helped increase knowledge and
attention towards health and safety protocols.
Incident Reporting:
Direct reporting of any incident to the
CEO has ensured prompt action and helps drive home the
seriousness with which we take employee safety.
Carclo Cares Dashboard:
A global dashboard provides
transparency about safety incidents and reinforces our
commitment to accountability and improvement.
Visible Reminders:
All sites now display signs indicating the
number of days since the last incident, fostering a conscious and
consistent effort to maintain safe working environments.
The resulting decrease in the incident frequency rate reflects our
sustained commitment to employee safety and illustrates our
continuous efforts to improve. This reduction not only improves
the overall work experience for our employees but also affirms our
commitment to their health and safety.
People
continued
Corporate governance
Financial statements
Additional information
Strategic report
30
Carclo plc
Annual Report and Accounts 2023
Responsible operations
continued
Nurturing talent
At Bruntons we actively
encourage our apprenticeship
programme to produce the
managers of the future.
Our Managing Director,
Operations Manager and
Sales Manager all completed
apprenticeships within the
business and have now gained
a cumulative 100 years of
experience in the business.
Alan Hook
Managing Director, Bruntons
The working atmosphere of the
department is great, and the
different departments work
really well together. There is
good communication between
managers and employees, and
the managers care a lot about
the upskilling of their employees.
Tiffany He
HR Assistant, China
I’m a Quality Control Engineer at
our Latrobe, Pennsylvania facility.
On a day-to-day basis, I ensure
all products being produced
meet the set quality standards.
I’ve been with Carclo for almost
eight years and have enjoyed
every minute of it. Carclo has
given me the opportunity to
grow within the Company and
I have been exposed to multiple
departments to find my niche.
Abbey Machesney
Quality Control Engineer, Latrobe, US
I love working at Carclo.
The Company's dedication to
producing exceptional medical
grade plastics fills me with a sense
of pride every day. Moreover,
the warm and close-knit work
environment cultivates an
atmosphere of collaboration and
teamwork, enabling me to forge
deep and meaningful connections
with my colleagues across our
departments.
Aiysha Ali
HR Manager, Mitcham, UK
Corporate governance
Financial statements
Additional information
Strategic report
31
Carclo plc
Annual Report and Accounts 2023
Implementation actions for our
Environmental Policy
Project Zelda is Carclo's landmark sustainability initiative.
It concentrates on research and development to minimise waste,
optimise energy efficiency, and promote sustainable resource
utilisation. While specific details are confidential, the project
underscores our commitment to environmental responsibility and
innovation. We have set ambitious targets, aiming to cut our external
waste by half within two years and reduce the energy consumed in
creating quality products by 5% annually.
We're also taking steps to further enhance our sustainability
standards by incorporating our EcoVadis membership into the very
heart of our supply chain operations. EcoVadis, with its
comprehensive rating system, will aid us in maintaining and elevating
our responsible business practices.
Noteworthy CO
2
footprint factors
Energy consumption:
We now measure this in kWh per
kilogramme of products manufactured. Our ambitious target is a 5%
reduction per annum for the next three years.
Material waste:
This refers to the percentage of materials
procured that end up as waste material outside of Carclo. Our goal is
to cut this figure by half within three years.
Water usage:
We measure our water consumption in absolute litres
per annum. We are implementing water-saving measures
throughout our operations.
Responsible operations
continued
Environment
Environmental Policy
Carclo's guiding philosophy involves an ongoing commitment to
mitigating, and where feasible, completely eradicating, negative
environmental effects arising from its diverse commercial pursuits,
whilst still delivering high-grade products that meet the unique
requirements of our clientele.
Carclo seeks not merely to comply with all environmental laws and
regulations but also to surpass the benchmarks put forth by the local
regulatory bodies. This drive is part and parcel of Carclo's ambitious
goal to create an environmentally conscious and responsible culture.
We aim to involve all stakeholders – employees, clients and suppliers
– in this endeavour, and we proactively engage and communicate
with regulatory authorities at all suitable intervals.
Continuing our long-standing strategy to minimise waste, Carclo
remains a steadfast member of Valpak, a not-for-profit coalition of
businesses dedicated to the recovery and recycling of packaging
materials.
Corporate governance
Financial statements
Additional information
Strategic report
32
Carclo plc
Annual Report and Accounts 2023
Our CTP facility in Latrobe, USA held its annual Toys for Tots drive in
November 2022, which included inviting our veterans to shop for
toys with money donated by Carclo, followed by Breakfast with
Santa. The Latrobe office also carried out a Back to School Supply
Drive, with the donations received going to local children in
foster care.
The Head Office wellbeing team hosted a fundraising event on
30 March 2023 and raised a total of £275 for 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 (Edinburgh and District Employers Training Association).
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 2022/23 year, the Group donated £14k to charity
(2021/22: £14k).
It is the Group’s policy not to make political donations and no such
donations were made in the year (2021/22: £nil).
Responsible operations
continued
Health and safety and ESG
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 producer.
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.
During the last year our Indian facility helped to build a pre-school
which provides room for 40 children under five. The school was built
using eco-friendly materials and aimed to minimise the use of
cement and plastering.
Health and safety case study
This is the first time we have held a safety week
across all 13 Carclo sites, with the participation
of all employees. Activities included
presentations, training, competitions, drills and
quizzes, with all employees committing to our
Zero harm in the workplace policy. While the
safety week may have finished, we will
continually focus on and monitor the
effectiveness of our safety measures, and
ensure that employees at all levels of the
organisation are actively involved in creating a
safer work environment.
Ricky Yin
Group Carclo Cares, QA and EHS Manager
Corporate governance
Financial statements
Additional information
Strategic report
33
Carclo plc
Annual Report and Accounts 2023
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 2023 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
Percentage
Emissions from:
2023
2022
change
Scope 1 (tCO
2
e) Gas, fuel and industrial emissions
559
718
(22.1)%
Scope 2 (tCO
2
e) Electricity
21,711
21,403
1.01%
Total (tCO
2
e)
22,270
22,121
0.01%
Group revenue (£ million)
143.4
128.6
11.5%
Intensity ratio (tCO
2
e per £1 million of revenue)
155.3
172.0
(9.7)%
Responsible operations
continued
Energy consumption
Carclo consumed a total of 47,446 MWh of energy globally during
2022/23 (2021/22: 47,383 MWh) comprising UK 2022/23
15,458 MWh (2021/22: 15,790 MWh) and rest of the world 2022/23
31,988 MWh (2021/22: 31,593 MWh). UK tCO
2
e 2022/23 3,272
(2021/22: 3,446), rest of the world 2022/23 18,998 (2021/22:
18,675).
Total energy consumed 47,446 MWh
=
330.9 MWh/£ million of
revenue
Total revenue £143.4 million
The intensity ratio of energy consumption has decreased this year
by 9.7% as a result of increased turnover and energy consumption
being largely unchanged.
The prior year numbers have been re-stated due to an incomplete
survey in 2021/22. Premises at Roseytown in the USA were not
included in the figures in 2021/22 and the electricity consumption in
our Czech business was understated.
Energy performance – electricity (MWh)
From April 2022 to March 2023 the total electricity consumption
was 44,649 MWh and it has been calculated that 2022/23
electricity consumption is unchanged compared to the same
period in 2021/22.
Energy performance – natural gas (MWh)
From April 2022 to March 2023 the total natural gas
consumption was 2,420 MWh and it has been calculated that
2022/23 natural gas consumption is 4.7% higher than in the
same period in 2021/22.
Energy performance – direct transport (MWh)
From April 2022 to March 2023 the total direct transport
consumption was 378 MWh. Whilst it is the smaller proportion of
the total Scope 1 emissions, it has been calculated that 2022/23
transport energy consumption is 82.8% lower than in the same
period in 2021/22, due to our strategic shift towards minimising
internal transport and encouraging customers to collect their
own merchandise.
Corporate governance
Financial statements
Additional information
Strategic report
34
Carclo plc
Annual Report and Accounts 2023
Over the past year, the Group has been proactive in implementing a
diverse portfolio of energy management initiatives, underscoring
our unwavering commitment to environmental sustainability. This
momentum has been bolstered by a surge in energy prices across
Europe, which has accelerated our strategic investments in
energy-efficient projects.
A significant ongoing energy conservation project involves a joint
investment with our customers to transition production from
high-energy-consuming hydraulic machines to fully electric
alternatives. The first two phases of actually divesting hydraulic
machines have been successfully completed, with the final phase
set to be executed in the forthcoming financial year.
As a result of these improvements and enhancing our operational
efficiency, we've already seen a reduction in our energy intensity
ratio of nearly 10%. Nevertheless, we remain focused on our goal for
the Zelda project – an additional 5% annual reduction in energy use
per kilo of good products produced.
In our Czech facility, we have not only replaced a hydraulic machine
with our more energy-efficient electric counterpart but also
consolidated operations into a single building, achieving
considerable electricity savings through the decommissioning
of other buildings.
In line with our Company-wide transition to LED lighting, our
Bangalore site has implemented notable enhancements by coupling
LED lights with motion sensors throughout the premises. Moreover,
they are in the process of installing speed regulators in exhaust fans
to optimise energy efficiency further.
Our Taicang site has also successfully transitioned to LED lamps,
facilitating improved illumination and lower energy consumption.
Additional steps taken include upgrading the heating band of
selected machines for superior thermal radiation, optimising
production cycles, and reducing the use of air conditioning in
office spaces.
Bruntons undertakes regular maintenance of its machinery including
their ceiling heaters to maximise performance, thereby ensuring
energy efficiency. Strategic investments have been made in
state-of-the-art, energy-efficient machinery, and smart
thermostats have been installed in office areas for more effective
climate control.
Our French facility has made marked strides in minimising energy
usage by reducing the office and workshop temperature to 19°C.
Furthermore, in March 2023, they transitioned from a diesel car to
an electric variant, making a substantial contribution towards cleaner
transportation.
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
kilowatt hours ("kWh"), 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.
Responsible operations
continued
Corporate governance
Financial statements
Additional information
Strategic report
35
Carclo plc
Annual Report and Accounts 2023
The Task Force on Climate-related Financial
Disclosures ("TCFD") recommendations constitute
a robust reporting approach for organisations to
disclose how the organisation recognises the
importance of the risks and opportunities that are
evolving with the changing climate conditions,
how the organisation identifies those risks and
opportunities and how the organisation will act on
those risks and opportunities.
The TCFD recommendations were established by
the Financial Stability Board ("FSB") and they
seek to better inform investors of the climate
change implications for businesses.
Carclo plc acknowledges that climate change
presents both risks and opportunities in the future.
Continued greenhouse gas emissions will lead to
increasing global warming, with the best estimate
of reaching 1.5°C in the near term in considered
scenario modelling and pathways. Every
increment of global warming will intensify multiple
and concurrent hazards. Deep, rapid and
sustained reductions in greenhouse gas
emissions would lead to a discernible slowdown in
global warming within around two decades and,
also, to discernible changes in atmospheric
composition within a few years. (IPCC AR6
Synthesis Report 2023)
The Board outlines below the recommended
disclosures from the 4 main pillars:
Governance, Strategy, Risk Management and
Metrics/Targets.
Governance
Task Force on Climate-related
Financial Disclosures (“TCFD”)
Disclosure a.
Describe the Board’s oversight of climate-related risks and opportunities.
Carclo plc Board
Oversees all aspects of TCFD and ESG, with ultimate responsibility for determining future ESG and Climate strategy and prioritisation of key focus areas
Individual Board member identified as lead on climate and broader ESG matters
The Board will review potential goals and targets over the next twelve months, following a thorough climate-related risks and opportunities assessment later this year and
this will be used to guide the Board's ESG/Climate strategy
Ensures the Group maintains an effective risk management framework, which includes climate-related risks and opportunities
Climate strategy
Reports
The Board delegates oversight of ESG and Climate strategy to the following Committees
Group Audit and Risk Committee
Meets four times per year
Oversees the Group’s financial statements and non-financial disclosures, including ESG and Climate ("TCFD")
Supports the Climate and ESG strategy by ensuring the risks, including ESG and Climate risks and opportunities, People, Health and Safety, are effectively managed
Group Executive Committee ("GEC")
Meets twelve times per year
The Group Executive Committee has responsibility for implementation of the Group’s ESG and Climate strategy, with support from the ESG/Climate Steering Group
and executive management teams
Climate strategy implementation
Reports
ESG/Climate Steering Group
Meets at least four times per year
The Steering Group comprises: Group Finance and Business Unit General Management
Focus areas: Identify risks and opportunities, implement strategy and actions to mitigate identified risks and evaluate opportunities
Climate implementation and targets
Reports
Business units
The business units carry out the implementation of the ESG and Climate strategies, both risks and opportunities, and monitor and report progress against set metrics
In 2022/23 the Group has complied with the
requirements of LR9.8.6R by making
climate-related disclosures consistent with all
TCFD recommendations except for:
Strategy disclosure b), c) and Metrics and Targets
disclosure c).
The Group is fully committed to working towards
full disclosure in our 2023/24 Annual Report and
Accounts. Actions being taken are described in the
relevant disclosures to achieve this full disclosure.
Corporate governance
Financial statements
Additional information
Strategic report
36
Carclo plc
Annual Report and Accounts 2023
Task Force on Climate-related
Financial Disclosures (“TCFD”)
continued
Governance
continued
Strategy
Disclosure a.
continued
Our governance structure, presented on the previous page,
demonstrates how the Board has oversight of our response to
climate-related risks and opportunities, which is being embedded
throughout the organisation. The Board sets the overall strategy
which is then delegated to the Group Executive Committee ("GEC")
which has overall responsibility for overseeing the implementation,
delegating the implementation tasks to the ESG/Climate Steering
Group via the business unit management teams. These specific
tasks will be determined following the risk and opportunities
assessment to be carried out by our climate consultancy partner.
Disclosure b.
Describe management’s role in identifying,
assessing and managing climate-related risks
and opportunities.
The Board delegates its authority to the GEC to manage the overall
Group strategy, including the consideration of climate-related
matters amongst broader ESG matters. It is also responsible for
managing financial risks, including those of meeting the Group’s
future climate-related goals.
A Non-Executive Director, Eric Hutchinson, has been appointed as
the lead person at Board level with responsibility for ESG matters
including climate.
The GEC is composed of the CEO, CFO, CTP division and Speciality
Business (Aerospace and Optics) leaders.
The Steering Group is scheduled to meet at least four times per year
to develop plans for delivering and embedding a future climate
strategy across the Group’s business units. The Group will monitor
and track progress against the strategy and report these, together
with recommendations and a list of actions, to the GEC. It is a
cross-functional working group, composed of Group Finance and
Business Unit General Management, ensuring a representative from
each business area is part of the group, and works closely with the
business unit management to ensure ESG and Climate strategies
are embedded in the daily operations of the businesses, so that risks
and opportunities can be identified, and action plans can be
developed to mitigate the risks and develop opportunities for the
business.
Action plans will be implemented by the businesses and reported
upstream to the Steering Group. Material risks that are identified are
to be added to the Group’s Risk Register, which is overseen by the
Audit and Risk Committee. The Audit and Risk Committee report is
outlined on pages 68 to 71 The Principal Risks and Uncertainties are
outlined on pages 46 to 55.
Disclosure a.
Describe the climate-related risks and
opportunities that the organisation has
identified over the short, medium and long term.
In 2022 we undertook a stakeholder engagement exercise across
the business to better understand the potential impacts of climate
change and how some risks may already be being mitigated and
opportunities leveraged. At the time, no material risks or
opportunities were identified, however we continue to use this
information to inform our process to identify, assess and manage
climate-related risks and opportunities.
We appointed an external climate consultancy in 2023 to undertake
a more detailed risk and opportunities assessment and they will
report back later this year, ensuring alignment to the strategy pillar
for 2023/24 reporting.
Corporate governance
Financial statements
Additional information
Strategic report
37
Carclo plc
Annual Report and Accounts 2023
Disclosure b.
Describe the impact of climate-related risks and
opportunities on the organisation's businesses,
strategy and financial planning.
The Board will look to integrate mitigation actions into its three-year
business planning processes to ensure resilience against the risks
and capitalise on the potential opportunities, following the
assessment being performed by our external consultants later
this year.
These will be communicated to the business units for them to
develop site-level action plans supported by the ESG/Climate
Steering Group and include these in their budgetary and financial
planning processes, in particular health and safety, capital
expenditure, and infrastructure maintenance.
Disclosure c.
Describe the resilience of the organisation’s
strategy, taking into consideration different
climate-related scenarios including a 2 degree
or lower scenario.
A full scenario analysis will be undertaken later this year. This will
cover multiple climate scenarios, by our third-party consultants,
to support our next Climate and ESG disclosure, which we will
report on in full in our 2024 Annual Report and Accounts.
Disclosure a.
Describe the Company’s process for identifying
and assessing climate-related risks and
opportunities.
Identifying
A decentralised approach to identify risks facing the business is used
to assess risks associated with the relevant activities and allows for
the identification of location or activity specific risks. This will include
detailed climate-related risks and opportunities once identified by
our external consultants later this year.
Each division is responsible for independently identifying climate
risks facing their business unit on an annual basis and submitting
these to the central ESG/Climate Steering Group by way of a
completed questionnaire, alongside any additional relevant
information. The Steering Group will then share with the businesses
any other identified risks which may be applicable to them. This will
ensure that the identification process is comprehensive and
consistently evaluated across all divisions.
Assessing
When submitting identified climate risks to the ESG/Climate
Steering Group, divisions will be asked to evaluate each risk.
Assessments will be added to categorise each risk (e.g. natural
resource depletion, energy savings etc.) and the relevant timescales
for each risk, the latter of which is aligned to Carclo’s general
reporting framework in the short term (0 to 3 years), medium term
(4 to 10 years) and long term (10+ years). Furthermore, divisions will
evaluate the severity of each risk according to a defined risk scale.
The ESG/Climate Steering Group will then amalgamate the
feedback provided by the divisions and moderate the results to
ensure that they are appropriately weighted from a central risk
perspective of the business. This robust risk identification and
assessment process will enable the business to appropriately
prioritise management of climate-related risks.
Disclosure b.
Describe the Company’s process for managing
climate-related risks and opportunities.
The individual business units have a local risk register, which is
updated on an ongoing basis as risks are identified. The registers
currently cover Financial, Strategic, Human Resources, Legislation,
and other risks. In the future ESG and Climate risks will be separately
identified following the assessment being carried during this year.
All risks are rated for severity and likelihood and prioritised
accordingly.
The business units will be required to report on their progress in
addressing key risks including Climate and ESG in the monthly
management reporting and review meetings.
Climate-related risks, where material to the business units, will be
added to these registers, as well as the Group Risk Register, which is
managed ultimately by the Audit and Risk Committee.
Disclosure c.
Describe how processes for identifying,
assessing, and managing climate-related risks
are integrated into the organisation’s overall risk
management.
The Board delegates responsibility for the organisation’s overall risk
management to the Audit and Risk Committee.
The Audit and Risk Committee reviews the organisation’s risk
framework on an annual basis. New and emerging risks, including
climate-related risks, are assessed, and, if they are considered to
have a potential material impact to the organisation's financial
performance, they are added to the overall risk register for future
monitoring and evaluation. The Audit and Risk Committee report is
outlined on pages 68 to 71.
Task Force on Climate-related
Financial Disclosures (“TCFD”)
continued
Risk Management
Strategy
continued
Corporate governance
Financial statements
Additional information
Strategic report
38
Carclo plc
Annual Report and Accounts 2023
Disclosure c.
Describe the targets used by the organisation to
manage climate-related risks and opportunities
and performance against targets.
Having accurately measured and disclosed our Scope 1 and Scope 2
emissions for 2022/23, we intend to review the material
contributions to our carbon footprint and assess our ability to further
improve our intensity ratios.
Looking to the future, where possible we will improve our data
collection processes to calculate our Scope 3 emissions.
Carclo aims to increase the availability of climate-related metrics to
support the Group in setting future targets associated with
managing potential climate-related risks and opportunities.
Disclosure b.
Disclose Scope 1 and Scope 2 and, if appropriate,
Scope 3 greenhouse gas ("GHG") emissions and
the related risks.
A detailed section relating to Scope 1 and Scope 2 emissions and
our intensity ratio is laid out on page 34 of this Annual Report and
Accounts.
Task Force on Climate-related
Financial Disclosures (“TCFD”)
continued
Disclosure a.
Disclose the metrics used by the organisation to
assess climate-related risks and opportunities
in line with its strategy and risk management
process.
Carclo plc has been calculating its Scope 1 and Scope 2 emissions
data since 2020 for inclusion in the Annual Report and Accounts.
The data is compiled by an external organisation, who, from the data
supplied by our business units, calculate the emissions and our
intensity ratio.
The CTP division utilises energy-intensive equipment as part of its
manufacturing processes. The division has commenced monitoring
the energy required to produce a standard amount of finished
product and is developing targets and action plans to drive overall
energy efficiency.
We intend to use the Scope 1 and Scope 2 data to set future targets
for our business units to improve our intensity ratios. We have
ongoing initiatives currently being performed by our businesses,
which are outlined in our greenhouse gas emissions report on
pages 34 and 35.
Metrics and Targets
Corporate governance
Financial statements
Additional information
Strategic report
39
Carclo plc
Annual Report and Accounts 2023
As we reflect on the past fiscal year, it's heartening to see how our
Group has navigated the economic landscape, delivering a robust
11.6% growth in revenue (£143.4 million), or a solid 3.8% at constant
currency, up from £128.6 million in 2021/22. This demonstrates not
only the resilience of the markets we serve, but also the strength and
continuity of our key customer relationships.
Our underlying operating profit came in at £5.9 million, compared to
£6.1 million (or £6.7 million at constant currency) in the previous year,
resulting in a return on sales of 4.1%, down slightly from 4.7% last
year. This shift in profitability was primarily influenced by escalating
cost inflation, most notably a sharp increase in energy costs, and the
challenge these pose in terms of timely pass-through to customers.
Exceptional net costs for the year amounted to £4.7 million,
compared to £1.4 million gain in 2021/22. The majority of these
costs, £3.4 million to be exact, were cash settled. These costs
encompassed £3.4 million in rationalisation expenses, £0.9 million
stemming from the termination of future supply agreements,
£0.9 million in doubtful debt and associated inventory provision, and
£0.3 million related to legacy health claims. These costs were partly
offset by a gain of £0.8 million from the disposal of
surplus properties.
Overall, the financial year proved to be challenging but also
demonstrated the Group's resilience and adaptability. Moving
forward, we continue to focus on our commitment to creating
long-term shareholder value and maintaining the trust of our
strategic customers.
Statutory operating profit is down £7.7 million on prior year to
£1.2 million (2021/22: £8.9 million).
During the year, we experienced an increase in net finance costs,
primarily due to rising interest rates, which amounted to £3.7 million
(2021/22: £3.0 million). This figure includes notional pension deficit
interest charged of £0.7 million (2021/22: £0.7 million).
Taxation charge for the year was £1.4 million (2021/22: £0.8 million).
The 2021/22 taxation charge benefited from a deferred tax credit of
£0.7 million, being the recognition of a deferred tax asset on the UK
projected profits at the time. However, this year, we have seen the
reversal of that deferred tax asset due to the effects of the
restructuring plans.
Finance review
Our new strategy places a greater emphasis
on operational performance improvement and
cash generation in response to the challenges
posed by high inflation and rising interest costs.
David Bedford
Chief Financial Officer
Statutory loss/profit after tax was £4.0 million loss (2021/22:
£5.8 million profit) on all operations, and £4.0 million loss (2021/22:
£5.1 million profit) on continuing operations, giving a statutory loss
per share on all operations of 5.4 pence (2021/22: 7.9 pence profit),
and 5.4 pence loss on continuing operations (2021/22:
7.0 pence profit).
Underlying profit after tax fell to £0.3 million (2021/22: £2.3 million),
giving an underlying EPS of 0.4 pence (2021/22: 3.1 pence),
on underlying operating profit of £5.9 million, down 2.6% on prior
year (2021/22: £6.1 million).
Cash generated from operations was £7.8 million and 14.7% higher
than the prior year (2021/22: £6.8 million), reflecting the change in
strategy from a focus on top-line growth to cash generation via
operational improvements and robust working capital control.
Efficient management of working capital is a key contributor to cash
performance. In addition, during the year a sale and leaseback raised
£2.4 million after costs.
Cash generated by the Group was principally utilised to make
capital investment and lease repayments, pension deficit repair
contributions, scheduled bank loan repayments and interest
payments. The Group’s full cashflow statement is set out on
page 117.
Corporate governance
Financial statements
Additional information
Strategic report
40
Carclo plc
Annual Report and Accounts 2023
The Group was met with an unforeseen development in
December 2022 when a prospective global new OEM customer
informed us following the completion of the design and engineering
phase, due to a contraction in the end-market demand for
COVID-19 testing, the customer decided to suspend progression
into the production phase of the original ten-year Framework
Agreement. However, we moved swiftly and strategically to mitigate
potential financial implications. On 30 May 2023, we successfully
signed a settlement agreement that effectively neutralises the
Group's financial exposure arising from the premature termination of
this contract. This settlement is a testament to our resilience and
flexibility in navigating unexpected circumstances.
Furthermore, we were able to quickly pivot and rapidly implement a
plan to repurpose the production capacity assigned to this project.
The majority of the capital investments, inclusive of infrastructure
such as buildings, clean rooms, and state-of-the-art equipment
have been reallocated to enhance projects with existing strategic
partners. We also signed a mutually satisfactory settlement
agreement with the customer concerning working capital and
recompense for business disruption.
CTP division
CTP revenue of £136.8 million was up 10.5% (2.5% at constant
currency) (2021/22: £123.9 million) with underlying volumes
broadly flat.
CTP divisional operating profit before exceptional items was
£7.3 million, £1.1 million down on the prior year, excluding £2.1 million
of non-recurring income in the form of a US government
COVID-19 grant.
In the face of high cost inflation, particularly in labour and energy
prices, our CTP division encountered significant hurdles.
The tightened labour markets, predominantly in the US, imposed
further complications in the recruitment and retention of labour.
These challenges underline the rapidly changing economic
conditions we find ourselves grappling with, and underscore the
necessity of our ongoing strategic adaptations. Although there were
delays in passing on the impact of inflation to customers, CTP made
significant progress during H2 in implementing both temporary
energy surcharges and permanent pricing increases, resulting in an
improved margin performance, particularly in the final quarter of
the year.
In recognition of the shift in strategic priorities we have refreshed
the Group’s key externally reported KPI’s to those which we consider
will best demonstrate the progress being made towards achieving
our strategic goals. These are set out on pages 26 and 27.
A reconciliation of statutory to underlying non-GAAP financial
measures is provided on pages 199 and 200.
Net debt
During the year, we redirected our investment in capital expenditure
towards a rapid-payback, focusing on our continuous improvement
strategy aimed at supporting asset performance and utilisation.
Tangible additions were £5.8 million (2022: £9.7 million) mainly in
support of major customer programmes. Of this investment,
£3.5 million (2022: £6.8 million) was delivered via leasing.
Net debt, including IFRS16 lease liabilities, increased in the year by
£2.0 million to £34.4 million (2022: £32.4 million). Of this increase
£1.5 million was due to foreign currency movements. Net debt
excluding leases increased £1.0 million to £22.5 million (2022:
£21.5 million). Following the shift in strategic focus, improvements
in our cash generation have resulted in a reduction of net debt
including lease liabilities during H2 of £2.5 million.
Finance review
continued
Corporate governance
Financial statements
Additional information
Strategic report
41
Carclo plc
Annual Report and Accounts 2023
Finance review
continued
CTP division
continued
There is a considerable potential to elevate CTP's operational
performance even further, and we have taken steps to seize this
opportunity. We've initiated fresh strategies designed to bolster
both asset utilisation and our ability to meet customers' needs
through factory specialisation. Our commitment to ceaseless
improvement propels these initiatives, backed by the recent
implementation of real-time operational data capture and reporting
systems. This approach enables us to react more swiftly to
developments, continuously refine our operations, and maintain our
mission of delivering superior customer value.
Aerospace division
In the Aerospace sector, we saw an impressive uptick in revenue
to £6.6 million, a surge of 40.9% (or 39.4% at constant currency),
compared to £4.7 million in 2021/22. This marks a return to near
pre-COVID-19 levels for this division, an accomplishment
underpinned by strong operating profitability of £1.5 million for the
year, more than doubling the prior year's £0.7 million. The market
has demonstrated a robust recovery, and we have been agile in
leveraging this momentum, securing increased order volumes
predominantly from our existing customer base. Our strategy to
strengthen and deepen relationships with these customers has
evidently paid off, underlining the importance of customer retention
in our overall growth plan.
Central costs
In terms of our overheads, we have seen a minor reduction in other
Group and central underlying costs, which amounted to £2.9 million
for this fiscal year, compared to £3.0 million in 2021/22. This slight
decrease reflects our ongoing commitment to prudent cost
management and operational efficiency. We will continue to seek
ways to streamline our central expenses without compromising our
quality of service we deliver to the business.
Total Group
Bank facilities
On 2 September 2022 the Group successfully refinanced the
facilities with the Company’s lender, concluding a first amendment
and restatement agreement relating to the multicurrency term and
revolving facilities agreement dated 14 August 2020.
As at 31 March 2023, total UK bank facilities were £32.8 million, of
which £3.5 million related to a revolving credit facility (maturing on
30 June 2025) and £29.3 million in term loan facilities. £1.4 million of
the term facility will be amortised by 31 March 2024 and a further
£2.2 million by 31 March 2025. The balance becomes payable by the
maturity date, 30 June 2025.
As previously reported at the half-year, increasing interest rates had
limited the headroom on the Group's banking covenants, principally
interest cover, which prompted the Group to seek an adjustment of
its banking covenants to ensure sufficient funding.
Since then, we have worked closely with our bank, who have
remained supportive throughout, and agreed to adjust the interest
cover covenant at both the December 2022 and March 2023 testing
points. As announced on 23 June 2023, we are pleased to confirm
that we have now agreed on revised covenants covering the period
to maturity at 30 June 2025, providing the required level of certainty
over our funding.
Moving forward, the Group remains committed to prioritising the
strengthening of its balance sheet and seeking alternative sources
of bank financing for its growing US operations in the medium term.
We will continue to closely monitor market conditions and work
proactively with our bank to ensure our ongoing financial stability
and success.
Defined benefit pension scheme actuarial
valuation
The last triennial actuarial valuation of the Group pension scheme
was carried out as at 31 March 2021. This reported a significantly
reduced actuarial technical provisions deficit of £82.8 million
(2021/22: £90.4 million based upon the 31 March 2018 valuation).
The statutory accounting method of valuing the Group pension
scheme deficit under IAS 19 resulted in an increase in the net liability
to £34.5 million at 31 March 2023 (31 March 2022: £26.0 million).
Over the year, the Group’s contributions to the scheme were
£4.1 million (2021/22: £3.9 million).
During the year there was significant volatility in investment markets
with bond and gilt yields spiking in the aftermath of the September
22 “mini budget”. The pension, which was maintaining an 80% liability
hedge via Liability Driven Investments (“LDI”) and bond holdings,
experienced a significant fall in the value of these assets, albeit less
than the fall in the equivalent of the liabilities being hedged. Other
scheme assets including property and global equity funds also
experienced negative returns during the period with the resulting
increase in the IAS 19 deficit.
Treasury
The Group faces currency exposure on its overseas subsidiaries and
on its foreign currency transactions. In addition, as set out in the
principal risks and uncertainties as presented in the Annual Report
and Accounts, the plc is reliant on regular funding flows from the
overseas subsidiaries to meet banking, pension and administrative
commitments. To manage this complexity, we have enhanced the
Group’s management of cash, debt and exchange risks by
strengthening our treasury function.
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, renminbi,
Czech koruna and Indian rupee. In terms of sensitivity, based on the
2022/23 results, a 10% increase in the value of sterling against these
currencies would have decreased reported profit before tax by
£0.8 million.
Corporate governance
Financial statements
Additional information
Strategic report
42
Carclo plc
Annual Report and Accounts 2023
Finance review
continued
Dividend
Given the restrictions on the payment of dividends contained within the amended and restated bank facilities agreement and the absence of distributable reserves required to make dividend payments, the Board
is not recommending the payment of a dividend for the financial year 2022/23 (2021/22: £nil). Under the terms of the restructuring agreement, the Group is not permitted to make a dividend payment to
shareholders up to the period ending June 2025.
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 pages 199 and 200.
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.
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 2022/23 is
provided below:
Exceptional
£000
Statutory
items
Underlying
CTP operating profit
4,569
(2,752)
7,321
Aerospace operating profit
1,520
1,520
Central costs
(4,860)
(1,958)
(2,902)
Group operating profit from continuing operations
1,229
(4,710)
5,939
Net finance expense
(3,749)
(3,749)
Group (loss)/profit before taxation from continuing operations
(2,520)
(4.710)
2,190
Taxation expense
(1,437)
(1,437)
Group (loss)/profit for the period from continuing operations
(3,957)
(4,710)
753
Profit on discontinued operations, net of tax
Group (loss)/profit for the period
(3,957)
(4,710)
753
Basic (loss)/profit per share (pence)
(5.4)p
(5.8)p
0.4p
Corporate governance
Financial statements
Additional information
Strategic report
43
Carclo plc
Annual Report and Accounts 2023
Finance review
continued
Alternative performance measures
continued
The exceptional items comprise:
£000
Group
1
Restructuring and rationalisation costs
(3,404)
Costs arising from cancellation of future customer supply agreement
(877)
Doubtful debt and related inventory provisions
(896)
Costs in respect to legacy health related claims
(302)
Profit on disposal of surplus property
769
Total exceptional items
(4,710)
1.
There were no exceptional items in respect to discontinued operations in the year to 31 March 2023.
Post balance sheet events and going concern
Post balance sheet events
Upon completion of the Design and Engineering phase of our supply contract, we received an unexpected notice from a leading global OEM customer in December 2022. Citing a decline in the end-market
demand for COVID-19 testing, they chose not to advance into the project's production phase. However, by 30 May 2023, we reached a settlement agreement that largely mitigates the financial risk the Group
faced due to the early termination of the contract. The Group has recognised an exceptional cost in the year to 31 March 2023 of £0.9 million, most of which is to recognise assets on balance sheet at recoverable
amount, see note 6 for further details. The Group will recognise an exceptional gain in the income statement to 31 March 2024 of approximately £0.6 million. Although the details of the agreement remain
confidential, full and final settlement was received on 21 June 2023.
On 22 June 2023 the Group’s lending bank, agreed to an adjustment of the interest and the net leverage covenants related to the facilities due to mature on 30 June 2025. On 1 June 2023, a voluntary repayment
of £0.4 million was made and on 30 June 2023, a further voluntary repayment of £3.3 million was made.
Going concern
The financial statements are prepared on the going concern basis.
Group performance during the year has enabled capital investment to be made whilst retaining a stable financial position with net debt excluding lease liabilities as of 31 March 2023 increasing to £22.5 million
(2022: £21.5 million).
Net debt including lease liabilities at 31 March 2023 was £34.4 million (2022: £32.4 million), with the principal reason behind the increase being foreign exchange movements of £1.5 million.
On 2 September 2022, the Group successfully refinanced with the Company's bank, concluding a first amendment and restatement agreement relating to the multicurrency term and revolving facilities agreement
dated 14 August 2020. The debt facilities available to the Group at 31 March 2023 comprise a term loan of £29.3 million, of which £1.4 million will be amortised by 31 March 2024, and a further £2.2 million amortised
by 31 March 2025. The balance becomes payable by the termination date, 30 June 2025.
At 31 March 2023, the term loans were denominated as follows: sterling 14.2 million, US dollar 13.3 million and euro 4.9 million. The facility also includes a £3.5 million revolving credit facility, denominated in sterling,
maturing on 30 June 2025.
Since the year end there have been no significant changes to the Group's liquidity position. The term loan balances stood at sterling 10.2 million, US dollar 13.3 million and euro 4.9 million, totalling £27.0 million on
30 June 2023, with undrawn facilities of £1.5 million on the RCF.
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Additional information
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44
Carclo plc
Annual Report and Accounts 2023
Finance review
continued
Severe downside sensitivities modelled included 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 3% matched by a corresponding fall in cost of
sales of the same amount, and interest rate risk.
The Group is not exposed to vulnerable sectors or vulnerable
countries but does have certain key customers, which create risks
and uncertainties. These risks and uncertainties are documented,
and the mitigating actions being taken are covered in detail in the
Principal risks and uncertainties section, on pages 46 to 55.
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 and will be able to
adhere to the covenant tests to which it is subject throughout at
least the twelve-month period from the date of signing the financial
statements.
Accordingly, these financial statements are prepared on a going
concern basis.
David Bedford
Chief Financial Officer
19 July 2023
A schedule of contributions is also in place with the pension trustees
with an agreed £3.5 million to be paid annually until 31 October 2039.
Additional contributions also agreed are 25% of any surplus of
2023/24 underlying EBITDA over £18 million payable from
30 June 2024 to 31 May 2025, extending to 26% of any 2024/25
surplus payable from 30 June 2025 to 31 May 2026.
In addition, the pension scheme has the benefit of a fifth covenant
to be tested each year up to and including 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 CTP and Aerospace segments based on an EBITDA
multiple for those businesses which is determined annually. This test
will be completed on the 31 March 2023 audited financial statements
and management expect this covenant to be met.
The Group is subject to a number of key risks and uncertainties,
as detailed in the Principal risks and uncertainties section on pages
46 to 55. Mitigation actions are also considered in this section.
These risks and uncertainties have been considered in the base case
and severe downside sensitivities and have been modelled
accordingly.
The Directors have reviewed cash flow and covenant forecasts to
cover the period at least twelve months from the date of signing of
these consolidated financial statements considering the Group's
available debt facilities and the terms of the arrangements with the
Group's bank and the Group pension scheme.
The base case forecast includes assumptions around sales, margins,
working capital and interest rates. The sensitivity analysis has
considered the risks facing the Group and has modelled the impact
of each in turn, as well as considering the impact of aggregating
certain risk types and shows that the Group is able to operate within
its available facilities and meet its agreed covenants as they arise.
Furthermore, the Directors have reviewed sensitivity testing,
modelling a range of severe downside scenarios. These sensitivities
attempt to incorporate identified risks set out in the Principal risks
and uncertainties section of this report.
Going concern
continued
As part of the original bank financing in August 2020 the Group
became subject to four bank facility covenant tests. The quarterly
covenants to be tested are:
underlying interest cover;
net debt to underlying EBITDA;
core subsidiary underlying EBITA; and
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.
Following a more than doubling of the base rate in the first half of
2022/23, the Group reassessed its forecasts and concluded there
was insufficient headroom available to meet all the agreed banking
covenants in the event of certain downside scenarios taking place.
Breach of any of these covenants could lead to the creditors calling
in their debt, leaving the plc insolvent. As a result, at the half year, in
recognition of a potential covenant breach, the Group issued a
material uncertainty warning over its ability to continue trading as a
going concern.
Since that time the Group has worked with the bank to amend the
covenants and agreed adjustments to the Group’s interest cover
covenant for both the December 2022 and March 2023
testing points.
In December 2022 the Group announced the cancellation of a new
business contract that would materially impact the results for
2022/23. Further discussions were held with the bank and, following
a review of the Group’s three-year plan up to March 2026, on
22 June 2023 the bank agreed to the Group’s request to further
amend the interest cover covenant to June 2025 and to an
adjustment to the net debt to underlying EBITDA covenant to
December 2023.
The banking covenants and thresholds set out in the recently
renegotiated banking agreement are assumed to be in place
throughout the going concern assessment period, and the legal
documents surrounding this agreement have now been signed.
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Strategic report
45
Carclo plc
Annual Report and Accounts 2023
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 as to 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 on ensuring the efficiency and continuity of business activities.
We aim to reduce the risks that threaten this continuity as much as possible. 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. Therefore, our risk acceptance in this regard
is very low.
Financial
Low
We aim to maintain a solid financial position in order to provide stability and value add to
our stakeholders including shareholders, our bank, the pension scheme trustees, our
suppliers, and customers, who are all 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.
Principal risks and uncertainties
Corporate governance
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Additional information
Strategic report
46
Carclo plc
Annual Report and Accounts 2023
Principal risks and uncertainties
continued
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 its
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 has carried out an assessment of the principal risks facing
Carclo plc, including those that would threaten its business model,
future performance, and overall viability. 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 is continually enhancing processes for ensuring that
the risk management stages such as event identification, risk
assessment, selection of responses and risk reporting are working.
This includes 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 any significant
risks to be readily identified and the appropriateness of mitigations
to be 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.
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, and continued to be
appropriate.
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.
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 68 to 71. 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.
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Additional information
Strategic report
47
Carclo plc
Annual Report and Accounts 2023
Principal risks and uncertainties
continued
Risks
Mitigation
Change
01
Supply chain disruption and political uncertainty, leading to increasing input costs and extended lead times
The impact that the pandemic has had on global industries with diverse supply chain dependencies
such as Carclo continues with increased supplier costs, delays, shortage of labour and materials
resource having a significant impact on costs, profitability and customer service for the Group
alongside many industries.
Furthermore, political uncertainty such as the Russian invasion of Ukraine and heightened risk of
wider conflict, and other overseas trade issues such as US and China trade tariffs can naturally affect
decisions by our customers to invest and therefore impact on our trading in those locations.
Process:
The Group Executive Committee (“GEC”) and local management monitor and review relevant 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 bodies.
Increasing risk level:
Supply chain difficulties and increased costs continued throughout 2022 and into the first part of
2023, 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. Post-pandemic materials and
labour shortages, subsequent higher cost, and greater delays in order fulfilment exacerbated by the
war in Ukraine continue to challenge companies, including Carclo.
Offsetting opportunities:
Management is putting an increased focus on operational effectiveness and efficiency to mitigate
the effects of these challenges. In addition, during 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.
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Additional information
Strategic report
48
Carclo plc
Annual Report and Accounts 2023
Principal risks and uncertainties
continued
Risks
Mitigation
Change
02
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. 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 has further heightened the 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 the 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.
During the last twelve months the Group has established a new dedicated IT security team in its
global IT shared service centre in Bangalore, India. New cyber controls have been put in place and
significant levels of cyber security training carried out across the Group. A further review of the
Group’s cyber resilience has been carried out and further actions are planned during 2023, 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 now activated.
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, which is tested each year.
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Additional information
Strategic report
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Carclo plc
Annual Report and Accounts 2023
Principal risks and uncertainties
continued
Risks
Mitigation
Change
03
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. Details in relation to concentration risk have been disclosed in note 3. 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-pandemic 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.
We have a major end customer of the Aerospace business, who along with the rest of the sector
experienced a downturn in the aerospace market due to the pandemic. Orders are however now
recovering strongly 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.
04
Operational execution risk and management bandwidth/dependence on key individuals
CTP is currently going through a period of change as it focuses on the delivery of significant
improvements in operational performance. This includes a number of critical restructuring projects
which if not executed well will absorb management time, impact customer relationships and hinder
forecast earnings growth and cash generation.
Continued scarcity of labour globally, but in particular in the US, may impact the Group’s ability to
execute both projects and production.
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
decide to leave the Group.
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.
Delivery of key restructuring projects is regularly monitored and the Board is kept appraised on
progress to ensure projects are delivered on time and on budget.
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 owners and reporting managers and the use
of operational KPIs reporting and monitoring.
Corporate governance
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Additional information
Strategic report
50
Carclo plc
Annual Report and Accounts 2023
Principal risks and uncertainties
continued
Risks
Mitigation
Change
05
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 £99.6 million at 31 March 2023 (2022: £155.8 million), with an IAS 19 accounting deficit at
31 March 2023 of £34.5 million (2022: £26.0 million).
For the latest actuarial valuation (as at 31 March 2021) the scheme actuary has calculated the
technical provisions deficit to be £82.8 million (£90.4 million as at 31 March 2018). Under the recovery
plan agreed with the trustees, a schedule of contributions was put in place, being £2.9 million in
respect to the year ended 31 March 2023 and £3.5 million to be paid annually thereafter until
31 October 2039, plus additional contributions of 25% of any surplus of 2023/24 underlying EBITDA
over £18 million, extending to 26% of any 2024/25 surplus.
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 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 engages with the scheme via the 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, the trustees and the 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.
The Fiduciary Manager was maintaining an interest rate and inflation hedge covering 80% of the
scheme’s technical provisions liability at the time that bond and gilt yields spiked following the “mini
budget” in September 2022. Liability-driven investments (“LDI”) and bond values fell significantly,
although less than the fall in the associated hedged technical provision liabilities. The value of other
scheme assets, including property and global equity funds, also fell.
Following the “mini budget” the Trustees elected to reduce the level of the hedged technical
provisions liability to 60% to help avoid the risk of hedges becoming unsupportable should gilt yields
rise as quickly again. As a further stability measure, the scheme also maintains “cash flow matching”
bonds covering a large proportion of the expected pension outflows for the next nine years.
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Additional information
Strategic report
51
Carclo plc
Annual Report and Accounts 2023
Principal risks and uncertainties
continued
Risks
Mitigation
Change
06
Treasury risk (funding, liquidity, foreign exchange (“FX”), and banking and pension covenants)
On 2 September 2022, the Group successfully refinanced with the Company's bank, concluding a
first amendment and restatement agreement relating to the multi-currency term and revolving
facilities agreement dated 14 August 2020.
At 31 March 2023, total UK bank facilities were £32.8 million, of which £3.5 million related to a revolving credit
facility (maturing on 30 June 2025) and £29.3 million in term loan facilities which expire on 30 June 2025.
There are covenants over interest cover, net leverage, core subsidiary revenue and core subsidiary
EBITA in respect of the agreed £32.8 million committed debt facility. These are tested quarterly.
Following a more than doubling of the base rate in the first half of 2022/23 the Group re-assessed its
forecasts and concluded there was insufficient headroom available to meet all the agreed banking
covenants in the event of certain downside scenarios taking place. Breach of any of these covenants
could lead to these creditors calling in their debts, leaving the plc insolvent. As a result, the Group
warned that there was a material uncertainty over its ability to continue to trade as a going concern.
Following a review of forecasts for the remainder of 2022/23 and the budget for 2023/24 the bank
has remained supportive of the Group and has agreed adjustments to the Group’s interest cover
covenant for both the December 2022 and March 2023 testing points. In December 2022 the Group
announced the cancellation of a new business contract that would materially impact results for
2022/23. As a result, the Group entered into further discussions with its bank, and following reviews
of both forecasts for the remainder of 2022/23 and the Budget for 2023/24 the bank agreed to the
Group’s request to adjust the interest cover covenant for the December 2022 and March 2023
testing periods. All covenants were then met for these periods. The Group has also submitted its
three-year plan for the period up to March 2026 and requested adjustments to the interest cover
covenant for the remainder of the loan period. The net leverage covenant for the first three quarters
of 2023/24 was also adjusted. The bank has formally agreed to these adjustments, which significantly
reduces the risk of the Group breaching its bank covenants and therefore the Directors no longer
consider there to be a material uncertainty regarding going concern.
In addition, the pension scheme has the benefit of a fifth covenant to be tested each year up to and
including 2023. The test requires any shortfall of pension deficit recovery contributions when
measured against Pension Protection Fund priory 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 segments based on an EBITDA multiple for those
businesses which is determined annually. This test will be completed on these audited financial
statements and management expect this covenant to be met.
In terms of foreign exchange (“FX”) risk, Carclo plc has sterling, dollar and euro denominated bank debt
and sterling debt for the pension scheme. There is a risk that insufficient income may be generated in
foreign currencies, which could impact the Group’s ability to service the bank and pension liabilities.
Strengthening of GBP against the subsidiaries’ functional currencies creates a downside 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.
Funding and liquidity 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 and regular in-year reforecasts.
Since the inception of the bank facility in August 2020 the Group has made capital repayments of
£5.6 million up to the period ending 31 March 2023. The Group intends to continue to make
scheduled repayments when due and to further accelerate repayment of the bank debt through
additional unscheduled capital repayments, on an event-driven basis.
Group cash headroom at 31 March 2023 against bank facilities was high at over £10 million and net
debt excluding lease liabilities was £22.5 million.
Bank and pension covenant compliance monitoring:
The Group maintains a regular dialogue with both the bank and the pension scheme trustees.
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 CEO and CFO.
Agreed bank and pension covenants have been met continuously since establishing the initial
£38 million bank debt facilities in August 2020.
Management of FX exposures:
Divisional FX hedging accountability
FX risk is managed at subsidiary level through natural hedges or forward contracts where 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.
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.
Multi-currency bank debt hedging in place
USD 13.3 million and EUR 4.9 million of debt is held in currency, providing a hedge over parts of the
Group’s net investment in foreign operations.
Interest rate management:
The Group uses forward yield curves to forecast interest as part of its three-year planning process
and runs sensitivities around increasing interest rates.
Over the three-year plan period the Group is targeting significant additional capital repayments on its
debt facilities. Although finance costs are anticipated to increase in the short term due to recent
market interest rate increases, the reduction in debt will bring future finance cost benefits.
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Additional information
Strategic report
52
Carclo plc
Annual Report and Accounts 2023
Principal risks and uncertainties
continued
Risks
Mitigation
Change
07
Climate-related risks
The current global warming that is occurring brings an increased number of risks (and opportunities)
to the Carclo Group, which, if not managed correctly, could have a major impact on Carclo’s
operational and financial outcomes and could lead to significant reputational damage.
Governance:
To ensure that Carclo complies with regulatory requirements and also uniformly addresses the
significant risks and opportunities that climate change is bringing, Carclo has set up a governance
structure to provide central control with appropriate delegation of authority to mitigate the
risks posed.
Strategy:
Our strategy involves engaging with stakeholders to better understand how the risks and
opportunities are beginning to manifest themselves in the everyday operations of our factories and
how best we might deal with them. We have also appointed an external climate consultancy to
undertake a thorough risks and opportunities assessment to ensure that we align with regulatory
requirements and can, at the same time, de-risk our business.
Risk management:
Each business has been asked to identify risks and opportunities associated with climate change
within their areas and these are then collated and considered centrally to ensure a complete and
uniform approach to risk and opportunities management.
Metrics and targets:
Carclo is a relatively large user of energy, with its associated climate connotations. We have appointed
an external climate consultancy to define appropriate metrics and targets for each area of the Group
to help meet climate obligations. The Board, through the governance structure that has been set up,
will review the consultancy’s work and seek to implement their recommendations to significantly
improve our intensity ratios over a period of time.
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Carclo plc
Annual Report and Accounts 2023
Principal risks and uncertainties
continued
Risks
Mitigation
Change
08
Future global pandemics
The COVID-19 pandemic was an unexpected shock to the global economy and economic activity
was suppressed globally. Differing approaches taken by different governments in response to virus
mutations, outbreaks and waves, including lockdowns and shutting non-critical industry, created
huge disruption to globalised supply chains.
In the event of a further global pandemic or a resurgence of a more serious variant of COVID-19
there may be a risk to customer demand, supplier continuity and our own capability to deliver,
meaning the Group needs to adapt to continually changing circumstances and be ready to respond
at short notice.
Despite the potential for increased demand from our life science customers, changing working
practices and shutdowns would again have an impact on operational efficiency which would likely
adversely affect profitability. During the pandemic the Group’s Aerospace division witnessed a
significant reduction in customers’ aircraft newbuild programmes and a similar impact would be
expected should a future global pandemic arise.
In the event of any future pandemic the welfare of our employees would continue to be our top
priority and we now feel better placed than previously to swiftly adopt new secure working practices,
including home-based working if required by government protocols.
Whilst there is nothing specific that can be done to prevent a future global pandemic at a Company
level, Carclo has learned how to continue to work, albeit at a reduced output, during the COVID-19
pandemic and is now far better placed to deal with a future pandemic than was the case in early 2020.
Home working, where possible, segregation of factory operatives, self-checking for symptoms and a
higher level of stock items have all been found to be mitigants in reducing the overall impact of any
outbreak, notwithstanding that the health and safety of our workforce is paramount.
Corporate governance
Financial statements
Additional information
Strategic report
54
Carclo plc
Annual Report and Accounts 2023
Principal risks and uncertainties
continued
Risks
Mitigation
Change
09
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 funding
requirements, 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 via dividends, royalties and management
service recharges, such as IT, Group finance and management, as well as from 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:
External advisors provide appropriate technical and legal guidance on inter-company trading,
management charges and managing the appropriate and effective payments and receipts of
inter-company cash.
Corporate governance
Financial statements
Additional information
Strategic report
55
Carclo plc
Annual Report and Accounts 2023
The Board has assessed the viability of the Group over a three-year
period to 31 March 2026 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 2024 and the
forecasts for the years ending 31 March 2025 and 31 March 2026.
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 2 September 2022, the Group successfully refinanced with the
Company's bank, concluding a first amendment and restatement
agreement relating to the multi-currency term loan and revolving
facilities agreement dated 14 August 2020. The debt facilities
available to the Group at 31 March 2023 comprise a term loan of
£29.3 million, of which £1.4 million will be amortised by
31 March 2024 and a further £2.2 million amortised by
31 March 2025. The balance becomes payable by the termination
date, 30 June 2025. At 31 March 2023, the term loans were
denominated as follows: sterling 14.2 million, US dollar 13.3 million
and euro 4.9 million. The facility also includes a £3.5 million revolving
credit facility, denominated in sterling, maturing on 30 June 2025.
Net debt at 31 March 2023 was £34.4 million, rising from
£32.4 million at 31 March 2022; £1.5 million of the increase from
March 2022 being the negative impact of foreign exchange on
borrowings during the period. Group performance during the year
has enabled capital investment to be made whilst retaining a stable
financial position, with net debt excluding lease liabilities as of
31 March 2023 increasing to £22.5 million (2022: £21.5 million).
Key to the Group’s viability, in addition to securing continuity of
lending facilities, is that the pension scheme continues to support
the Group. A full actuarial valuation was carried out as at
31 March 2021 in accordance with the scheme funding requirements
of the Pensions Act 2024. Under the recovery plan agreed with the
trustees following the 2021 valuation, a schedule of contributions
was put in place, being £2.85 million in respect to the year ended
31 March 2023 and £3.5 million to be paid annually thereafter until
31 October 2039, plus additional contributions of 25% of any
surplus of 2023/24 underlying EBITDA over £18.0 million payable
from 30 June 2024 to 31 May 2025, extending to 26% of any
2024/25 surplus payable from 30 June 2025 to 31 May 2026.
The Directors have assessed that all contributions and bank
repayments are affordable throughout the three-year period and
are reflected in the covenant projections. This includes any
additional unscheduled repayments made since the year end.
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. On 22 June 2023, the Group's lending bank agreed to
adjustments of the interest cover and the net leverage covenants.
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 each year up to and including 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 CTP and Aerospace segments based on an EBITDA
multiple for those businesses which is determined annually. This test
will be completed on these audited financial statements and
management expect this covenant to be met.
The next triennial actuarial assessment of the Group’s defined
benefit pension scheme liability will be prepared as at 31 March 2024,
with the schedule of contributions being reviewed and reconsidered
between the employer and the trustees no later than by
31 July 2025. For the latest actuarial valuation (as at 31 March 2021)
the scheme actuary has calculated the technical provisions deficit to
be £82.8 million; this deficit has decreased from the previous
valuation deficit (as at 31 March 2018) of £90.4 million. In the context
of the profitability and the cash generation of the Group this remains
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.
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.
Viability statement
Corporate governance
Financial statements
Additional information
Strategic report
56
Carclo plc
Annual Report and Accounts 2023
Viability statement
continued
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 19 July 2023 and
signed on its behalf by:
Frank Doorenbosch
Chief Executive Officer
19 July 2023
David Bedford
Chief Financial Officer
19 July 2023
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 3% matched by a corresponding fall in
cost of sales of the same amount, a 1% increase in interest rates,
minimum wage increases, and unmitigated inflationary impact
across operating costs. These sensitivities attempt to incorporate
the risks arising from impacts on manufacturing and supply chain
and other potential increases to direct and indirect costs as well as
treasury risk. The Directors consider that the Group has the capacity
to take mitigating actions to ensure that the Group remains
financially viable. 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.
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, 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 supply chain disruption and unmitigated cost
inflation on the Group arising particularly from political uncertainty
such as the Russian invasion of Ukraine and heightened risk of wider
conflict, possible overseas trading issues as well as other potential
future global pandemics.
Corporate governance
Financial statements
Additional information
Strategic report
57
Carclo plc
Annual Report and Accounts 2023
The statement of corporate governance practices set out on pages
64 to 67, 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 2023.
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 July 2018, 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.
During the year our Nomination Committee oversaw an externally
facilitated evaluation of the Board and each of its Committees.
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. A full report
of the activities and the outcomes of the evaluation can be found
on page 73.
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.
Joe Oatley
Non-Executive Chair
Chair’s introduction
Nonetheless, the Board identified three key areas to focus on in the
coming year, these being: strategy and value creation; capability,
talent and culture; and financial controls and assurance matters.
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 28 to 35.
During the year, we have restructured the Board, separating the
roles of Chair and Chief Executive Officer.
Nick Sanders stepped down from his role as Executive Chair on
6 October 2022 and as a Director of the Company with effect
from 5 November 2022 and I was appointed by the Board as
Non‑Executive Chair with effect from 6 November 2022.
Eric Hutchinson was appointed as Senior Independent Director
and Chair of the Remuneration Committee on 6 November 2022.
Corporate governance
Financial statements
Additional information
Strategic report
58
Carclo plc
Annual Report and Accounts 2023
I am pleased that we have recruited a strong Board with very relevant
experience to guide the business forward.
Our corporate governance report is set out on pages 64 to 100 and
incorporates the Audit and Risk Committee report on pages 68 to
71, the Nomination Committee report on pages 72 to 75 and the
Directors’ remuneration report on pages 76 to 96.
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 60.
Joe Oatley
Non-Executive Chair
19 July 2023
Dear shareholder
continued
With effect from 6 October 2022, Frank Doorenbosch was
appointed as Chief Executive Officer, having served on the Board
since January 2021 as a Non‑Executive Director and acting as a
consultant to the Group since June 2022.
On 14 November 2022, Phil White gave notice of his retirement and
stepped down from his role as Chief Financial Officer and as a
Director of the Company. David Bedford was appointed to the
Board on 14 November 2022 as Chief Financial Officer, after a short
period as CFO of the CTP division. David brings extensive UK and
international finance leadership experience gained within a range of
well‑respected organisations.
The Board was further strengthened on 1 March 2023, following the
appointment of Rachel Amey as a Non‑Executive Director. Rachel’s
financial expertise will help ensure adherence to best practice in
financial controls and governance.
Chair’s introduction
continued
59
Corporate governance
Financial statements
Additional information
Strategic report
Carclo plc
Annual Report and Accounts 2023
Chair’s introduction
continued
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 Provision 9 (separate roles of Chair and CEO) for part of the year and further details are contained within this report
below and on page 64.
Principle
How Carclo has applied it
Principle 01:
Board leadership and Company purpose
Read how Carclo plc has applied and discussed
Principle 01
of the corporate governance
framework in the
statement of corporate governance
on
pages 64 to 67
.
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.
Principle 02:
Division of responsibilities
Read how Carclo plc has applied and discussed
Principle 02
of the corporate governance
framework in the
statement of corporate governance
on
pages 64 to 67
.
The Board comprises two Executive Directors and three independent Non‑Executive Directors
(“NEDs”). The Board has a Non‑Executive Chair. The key roles and responsibilities of the members
of the Board, including the division of responsibilities between the Non‑Executive Chair and Chief
Executive Officer, are discussed on page 64.
Principle 03:
Composition, succession and evaluation
Read how Carclo plc has applied and discussed
Principle 03
of the corporate governance
framework in the
Nomination Committee report
on
pages 72 to 75
. Details of the methodology
used in the 2022
Evaluation of Board effectiveness
can be found on
page 73
.
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.
Principle 04:
Audit, risk and internal control
Read how Carclo plc has applied and discussed
Principle 04
of the corporate governance
framework in the
Audit and Risk Committee report
on
pages 68 to 71
. Principal risks faced by
the Company can be found on
pages 46 to 55
.
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.
Principle 05:
Remuneration
Read how Carclo plc has applied and discussed
Principle 05
of the corporate governance
framework in the
Directors’ remuneration report
on
pages 76 to 96
The Board’s
Remuneration Policy
can be found on
pages 78 to 85
.
The Remuneration Committee formally assists the Board in discharging its responsibilities in relation
to Executive Director remuneration.
Corporate governance
Financial statements
Additional information
Strategic report
60
Carclo plc
Annual Report and Accounts 2023
Chair’s introduction
continued
Our Board
Board Committees
Audit and Risk Committee
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.
Key responsibilities:
The Board has established
Committees which are
responsible for audit and risk,
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.
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 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 and is a member of the Committee.
Representatives from Finance, IT, Legal, HR and H&S also attend the Committee meetings.
The purpose of the Committee is to assist the Chief Executive Officer 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;
driving forward actions in ESG including TCFD; and
the prioritisation and allocation of resources.
Corporate governance
Financial statements
Additional information
Strategic report
61
Carclo plc
Annual Report and Accounts 2023
Board of Directors
Joe Oatley
Non-Executive Chair
N
R
Eric Hutchinson
Senior Independent Non-Executive Director
A
N
R
Rachel Amey
Non-Executive Director
A
N
R
Joe was appointed a Non‑Executive Director of the Company from July
2018 and 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 appointed Non‑Executive Chair on
6 November 2022.
Eric was appointed a Non‑Executive Director of the Company on
7 January 2021 and Chair of the Audit and Risk Committee from
1 March 2021. Eric was appointed Senior Independent Non‑Executive
Director and Chair of the Remuneration Committee on
6 November 2022.
Rachel was appointed a Non‑Executive Director of the Company on
1 March 2023.
Skills and experience
Skills and experience
Skills and experience
Joe is currently also the Deputy Chairman at Wates Group Limited and a
Non‑Executive Director at 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.
Following graduation Eric qualified as a Chartered Certified Accountant
and spent his early career in advisory and industrial roles before joining
Spirent Communications 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.
Rachel trained as a chemical engineer and subsequently qualified as a
Chartered Management Accountant. Rachel currently works as Director
of Finance & Operations at the Royal Grammar School, Newcastle upon
Tyne, and has held a number of varied financial positions with Smiths
Group Plc from 2000 to 2008, and Cape Plc from 2008 to 2015,
including Group Financial Controller and Chief Finance Officer.
External appointments
Wates Group Limited – Deputy Chairman
Centurion Group Limited – Non‑Executive Director
Buchanan – member of Advisory Board
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Corporate governance
Financial statements
Additional information
Strategic report
62
Carclo plc
Annual Report and Accounts 2023
Board of Directors
continued
Frank Doorenbosch
Chief Executive Officer
David Bedford
Chief Financial Officer
Frank was appointed a Non‑Executive Director of the Company on
1 February 2021 and Chair of the Remuneration Committee from
30 April 2021.
After a short period acting as a consultant to the CTP division, Frank was
appointed as Chief Executive Officer of Carclo plc on 6 October 2022.
David was appointed Chief Financial Officer on 14 November 2022.
Skills and experience
Skills and experience
Frank has spent the majority of his 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.
David is a Chartered Accountant and holds a degree in Economics and
Accounting from the University of Bristol. He brings extensive UK and
international finance leadership experience gained within a range of
well‑respected organisations. His most recent role was as Group Finance
Director of Synectics plc from 2020 to 2022. Having qualified with
Deloitte & Touche in 1994, David joined Price Waterhouse’s corporate
finance group. David held a number of senior finance positions within IMI
Precision, the largest division of IMI Plc, between 2005 and 2020. Prior to
IMI, David spent seven years with Jaguar Land Rover.
External appointments
Thingtrax Limited – Non‑Executive Director
Impact Recycling Limited – Non‑Executive Director
Plastic Science by Design – Managing Partner
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Corporate governance
Financial statements
Additional information
Strategic report
63
Carclo plc
Annual Report and Accounts 2023
Statement of corporate governance
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
Provision 9 (separate roles of Chair and CEO) for part of the year.
This was resolved upon the appointment of Frank Doorenbosch as
Chief Executive Officer on 6 October 2022 and Joe Oatley’s
appointment as Non‑Executive Chair on 6 November 2022
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 Non‑Executive Chair, the Chief
Executive Officer, the Chief Financial Officer and two
Non‑Executive Directors.
Nick Sanders stepped down as Executive Chair on 6 October 2022
and stepped down as a Director on 5 November 2022.
Phil White stepped down as Chief Financial Officer and a Director on
14 November 2022.
Joe Oatley became Non‑Executive Chair on 6 November 2022.
Eric Hutchinson was appointed as Senior Independent Director and
Chair of the Remuneration Committee on 6 November 2022.
With effect from 6 October 2022, Frank Doorenbosch was
appointed as Chief Executive Officer, having served on the Board
since January 2021 as a Non‑Executive Director and acting as a
consultant to the Group since June 2022.
David Bedford was appointed to the Board on 14 November 2022
as Chief Financial Officer.
Rachel Amey was appointed as a Non‑Executive Director on
1 March 2023.
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 62 and 63.
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.
The Chief Executive Officer 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.
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 Carclo Optics in Aylesbury.
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.
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
J Oatley
7
7
7
7
4
4
6
6
E Hutchinson
7
7
7
7
4
4
6
6
R Amey
1
1
1
1
1
1
1
1
F Doorenbosch
7
7
1
1
1
1
2
1
D Bedford
4
4
N Sanders
3
3
3
3
P White
3
3
In addition, the Board held a further 33 ad hoc Board meetings during the year, at which not all Directors were required to be present.
Corporate governance
Financial statements
Additional information
Strategic report
64
Carclo plc
Annual Report and Accounts 2023
Statement of corporate governance
continued
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.
The Committee is chaired by the Non‑Executive Chair 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 six times to discuss Board
performance.
The Code requires that the Board of a FTSE 350 company or above
should hold an externally facilitated evaluation at least every three
years. Although not a requirement for a Company of this size,
the Board felt that holding an externally facilitated Board evaluation
would provide meaningful results, providing the Board with an
identification of its strengths and any opportunities for improvement,
as well as highlighting any training and development needs.
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 to engage with
the workforce at each of Carclo’s largest UK operating sites and
Head Office. During the year, all of the Directors have visited the UK
Head Office in Ossett, the CTP facility in Mitcham and the Carclo
Optics facility in Aylesbury, and the Executive Directors have
regularly also visited several of the UK and overseas operating sites.
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
In accordance with Provision 21 of the Code, and applicable to FTSE
350 companies, an external evaluation of the Board’s performance
and that of its principal Committees was undertaken by BoardClic,
an independent third‑party consultant, and supervised by the
Non‑Executive Chair.
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 BoardClic and will form
the basis of Board objectives for 2023/24, including:
strategy – continue the focus on delivering the plan to create
value and harness innovation;
people – additional focus on the people agenda to help
management better attract and retain the best talent; and
controls and assurance – increased focus on financial controls
and risk management.
Corporate governance
Financial statements
Additional information
Strategic report
65
Carclo plc
Annual Report and Accounts 2023
Statement of corporate governance
continued
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 2023, 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 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 68 to 71.
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 Chief Executive
Officer and comprises the Chief Financial Officer together with the
heads of each business division. The Company Secretary acts as
Secretary to the Committee and is a member of the Committee.
Representatives from Finance, IT, Legal, HR and H&S also attend
the Committee meetings. The Committee meets on a monthly
basis. The Committee is responsible to the Board for running the
ongoing operations of the Group’s businesses.
Board Committees
continued
Remuneration Committee
The Company has established a Remuneration Committee
consisting entirely of independent Non‑Executive Directors.
The Remuneration Committee met seven times during the year
and was chaired by Frank Doorenbosch until 27 April 2022,
Joe Oatley until 6 November 2022, and then by Eric Hutchinson
from 6 November 2022.
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 76 to 96 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.
Audit and Risk Committee
The Audit and Risk Committee comprises all the Non‑Executive
Directors excluding the Non‑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 Communications 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 Non-Executive Chair, Chief Executive Officer and
Chief Financial Officer.
Corporate governance
Financial statements
Additional information
Strategic report
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Carclo plc
Annual Report and Accounts 2023
Statement of corporate governance
continued
Structure of the Company’s capital
Details of the structure of the Company’s capital are set out in the
Directors’ report on page 98.
By order of the Board
David Bedford
Secretary
19 July 2023
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 Non‑Executive Chair and the Non‑Executive
Directors are available for separate discussions if required.
The Non‑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. As permitted by the articles of association of
the Company, the AGM will be held as a hybrid meeting again this
year, with shareholders invited to join physically at the location of the
AGM venue or virtually via the Investor Meet Company Platform.
Accountability and audit
continued
Internal control
continued
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.
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 Group
delegation of authorities and a 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.
Corporate governance
Financial statements
Additional information
Strategic report
67
Carclo plc
Annual Report and Accounts 2023
Eric Hutchinson
Chair of the Audit and Risk Committee
Audit and Risk Committee report
Introduction
I am pleased to present our Audit and Risk Committee report for the
year ended 31 March 2023, and welcome Rachel Amey, who was
appointed on 1 March 2023, as a Committee member. The report
provides an overview of the Committee’s role and shows how our
work contributes to the success of the Group strategic direction,
through its support to achieve its strategic goals. These are
facilitated by information to enable the improvement in operational
efficiency, manage cash flow, improve profitability and integrate
sustainability and corporate responsibility into our core business
strategy through reporting of resource utilisation, waste reduction,
and increased energy efficiency.
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 the 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.
I am currently the Non‑Executive Director responsible for ESG.
The Committee awaits the final outcome of the consultation
currently underway regarding the revised UK Corporate Governance
Code and will act upon any recommendations for change, in
particular that the Audit & Risk Committee has oversight for ESG in
the future. The Committee’s terms of reference will be reviewed and
updated to reflect such recommendations at the appropriate time.
Corporate governance
Financial statements
Additional information
Strategic report
68
Carclo plc
Annual Report and Accounts 2023
Audit and Risk Committee report
continued
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. 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.
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 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 46 to 55 of the Annual Report and Accounts.
Annual statement by the Chair of the
Audit and Risk Committee
continued
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 Non‑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
Communications 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.
Meetings
Only Audit and Risk Committee members are entitled to attend a
meeting. However, the Non‑Executive Chair, Chief Executive
Officer and Chief Financial Officer are normally invited to attend
meetings.
Four 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.
Corporate governance
Financial statements
Additional information
Strategic report
69
Carclo plc
Annual Report and Accounts 2023
Audit and Risk Committee report
continued
impairment of other assets. Where there has been an ‘indicator’
of impairment, the Audit and Risk Committee seeks to gain
assurance through the work undertaken by Group management
when determining the level of impairment and estimates therein;
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 £83.5 million in the Company balance sheet. 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. An impairment of £10.3 million has
been recognised at 31 March 2023 against the investment that
the Company holds in the CTP UK entity, the Audit and Risk
Committee is satisfied that impairments have been recognised
where appropriate; 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 pages 118 and 119.
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 £134.1 million and
assets of approximately £99.6 million as at 31 March 2023,
resulting in a net retirement benefit obligation of £34.5 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; In the prior year, the Scheme introduced a right for
members to Pension Increase Exchange (“PIE”). Having taken
actuarial advice, the Executive management exercised
judgement that, similar to the Bridging Pension Option adopted
in the year to 31 March 2021, 40% of members would take the PIE
option at retirement. There is no change to either assumption in
the current year. Any change in estimate would be recognised
as remeasurement gains/(losses) through the consolidated
statement of comprehensive income;
the Group balance sheet value of goodwill. The balance of
goodwill on the Group balance sheet as at 31 March 2023 is
£23.0 million. 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;
Significant issues related to
financial statements
continued
These matters are also discussed with the external auditor together
with any other matters that the auditor brings to the
Committee’s attention.
In the year to 31 March 2023, 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 2022/23 financial year is
included on pages 56 and 57.
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.
Corporate governance
Financial statements
Additional information
Strategic report
70
Carclo plc
Annual Report and Accounts 2023
Audit and Risk Committee report
continued
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 2023 and the nature of the non‑audit
services provided appear in note 7 in the accounts. Non‑audit fees
totalled £38,500. 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.
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
19 July 2023
The Committee considered whether the 2022/23 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 and Risk 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.
Significant issues related to
financial statements
continued
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 derecognised at 31 March 2023
(2022: £0.7 million recognised). The Committee agreed with this
approach;
significant doubtful debt and related inventory provision.
Following receipt of notice that a CTP customer would cease to
operate, the Audit and Risk Committee has gained assurance
from management’s review that the level of provisions
recognised at the year end is appropriate. £0.9 million has been
recognised in exceptional items, at 31 March 2023;
provisions. The Audit and Risk Committee supports the level of
provisions for legacy health related claims and onerous leases
determined appropriate by Group management by seeking
external advice where necessary;
classification of exceptional items. Certain items during the
period have been presented as exceptional as defined in the
Group accounting policy. Alternative performance measures
such as “underlying operating profit” have been defined and
applied to identify a clear distinction between underlying
performance and financial performance after accounting for
exceptional items;
classification of assets held for sale. The Audit and Risk
Committee is satisfied with management’s view that at
31 March 2023 no non-current assets were classified as held
for sale; 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 information
Strategic report
71
Carclo plc
Annual Report and Accounts 2023
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. It is chaired by the Non‑Executive Chair, Joe Oatley.
The Committee met on six 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 2022/23 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. Nonetheless, the Committee considers that it
could benefit from additional expertise and experience and so,
whilst it is not an immediate priority, the Committee intends to start
a search for an additional Non‑Executive Director during the next
financial year.
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 information
Strategic report
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Carclo plc
Annual Report and Accounts 2023
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, the Board considered that an independent
review could bring greater objectivity and fresh insights to the
evaluation process and would help it to identify any issues that
required addressing. An independent review would also provide
assurance to stakeholders that the Board takes its responsibilities
seriously. Therefore, following a robust selection process, the Board
appointed BoardClic to undertake the external Board evaluation
exercise which took place in late 2022.
As set out in more detail in the statement of corporate governance
on page 65, 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 a focus on operational
improvement actions, with continued improvement in the
information provided to the Board so it is better able to assess the
Group’s operational performance, improving the Group’s financial
and commercial controls and continued focus on attracting and
retaining the best talent.
The review also concluded that the Nomination Committee had
operated effectively.
A review of the performance of the Non‑Executive Chair and other
Non‑Executive Directors was also facilitated and did not highlight
any issues.
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.
On 6 October 2022, the Board announced the appointment of
Frank Doorenbosch as Chief Executive Officer. Frank had previously
been appointed as a consultant to the Group for a period of up to
twelve months from 6 June 2022 and accordingly had, since that
date, been an Executive Director. Frank had previously served as a
Non‑Executive Director since February 2021.
On 6 October 2022, Nick Sanders stood down as Executive Chair
and became Non‑Executive Chair until 5 November 2022, when he
stepped down from the Board. Joe Oatley was appointed as
Non‑Executive Chair with effect from 6 November 2022 and
Eric Hutchinson, a Non‑Executive Director and Chair of the Audit
and Risk Committee, was appointed as Senior Independent Director
and Chair of the Remuneration Committee with effect from
6 November 2022.
Rachel Amey was appointed to the Board as a Non‑Executive
Director on 1 March 2023.
The Nomination Committee is satisfied that in the period, all Board
Committees continued to operate in accordance with the Code and
met 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
financial constraints on the business. However, all Directors visited
the Carclo Optics Aylesbury (UK) site in April 2022 and the CTP
Mitcham (UK) site in November 2022, meeting with local
management and discussing a range of matters, in particular
strategy and health and safety. Frank Doorenbosch and
David Bedford have regularly visited many of the worldwide sites
during the financial year.
Nomination Committee activities in 2022/23
The key deliverables of the Committee were:
review of the structure and composition of the Board;
recruitment of an additional Non‑Executive Director;
oversaw the external 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
During the year 2022/23 Carclo’s Board has been refreshed, with
the appointment of a new Chief Executive Officer following the
separating of the roles of Non‑Executive Chair and Chief Executive
Officer, upon the stepping down of the Executive Chair.
As discussed above, the Committee has concluded that the Board
would be strengthened by having three Non‑Executive Directors in
addition to the Chair, and a search for a new Non‑Executive Director
is planned to take place during 2023.
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.
Corporate governance
Financial statements
Additional information
Strategic report
73
Carclo plc
Annual Report and Accounts 2023
Nomination Committee report
continued
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 84.
During the year, the Senior Independent Director held a number of meetings with the other Non‑Executive Directors without the 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.
We welcome the FCA’s new Listing Rule requirements around diversity and inclusion reporting, and are reporting on these targets for the first time this year. In accordance with Listing Rule 9.8.6 R(9) we can
confirm the following:
the Board does not comprise the requisite 40% women. The Board has been refreshed during the year 2022/23 and the Board is striving to achieve this target. The percentage of women on the Board has
increased from 0 to 20% during the financial year;
we do not have female representation in the positions of Chair, CEO, CFO or SID; and
no members of the Board are from a minority ethnic background. While we have refreshed the Board this year, we carried out a robust recruitment process, and no suitable candidates were found.
Board sex/gender representation (as at 31 March 2023)
Number of
senior positions
on the Board
Number in
Percentage of
Number of
Percentage of
(CEO, CFO,
executive
executive
Board members
the Board
SID and Chair)
management
management
Men
4
80
4
2
100
Women
1
20
0
0
0
Other categories
0
0
0
0
0
Not specified/prefer not to say
0
0
0
0
0
Corporate governance
Financial statements
Additional information
Strategic report
74
Carclo plc
Annual Report and Accounts 2023
Ethnicity representation (as at 31 March 2023)
Number of
senior positions
on the Board
Number in
Percentage of
Number of
Percentage of
(CEO, CFO,
executive
executive
Board members
the Board
SID and Chair)
management
management
White British or other White (including minority‑white groups)
5
100
4
2
100
Mixed/multiple ethnic groups
0
0
0
0
0
Asian/Asian British
0
0
0
0
0
Black/African/Caribbean/Black British
0
0
0
0
0
Other ethnic group, including Arab
0
0
0
0
0
Not specified/prefer not to say
0
0
0
0
0
Data has been collected using information obtained during the recruitment process.
Committee priorities for 2023/24
Oversee the internal Board evaluation process.
Further focus on succession planning, particularly in relation to diversity.
Appointment and onboarding of a new Non‑Executive Director.
Joe Oatley
Chair of the Nomination Committee
19 July 2023
Nomination Committee report
continued
Corporate governance
Financial statements
Additional information
Strategic report
75
Carclo plc
Annual Report and Accounts 2023
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 2023.
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 2023 and how the Policy will be
operated for the year to 31 March 2024.
The Group’s targets for the financial year 2022/23 were set during
the pandemic when it was assumed that the recovery from it would
occur much sooner than has actually transpired. 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.
Nick Sanders stepped down from his role as Executive Chair on
6 October 2022 and as a Director of the Company with effect from
5 November 2022 and Joe Oatley was appointed by the Board as
Non‑Executive Chair with effect from 6 November 2022. I was
appointed as Senior Independent Director and Chair of the
Remuneration Committee on 6 November 2022.
With effect from 6 October 2022, Frank Doorenbosch was
appointed as Chief Executive Officer, having served on the Board
since February 2021 as a Non‑Executive Director and acting as a
consultant to the Group since June 2022.
On 14 November 2022, Phil White gave notice of his retirement and
stepped down from his role as Chief Financial Officer and as a
Director of the Company. David Bedford was appointed to the
Board on 14 November 2022 as Chief Financial Officer, after a short
period as CFO of the CTP division.
The Board was further strengthened on 1 March 2023, following the
appointment of Rachel Amey as a Non‑Executive Director.
A summary of the principal terms of the Chief Executive Officer and
Chief Financial Officer’s remuneration is set out on page 86.
2022/23 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.
The variable element of F Doorenbosch, D Bedford and P White’s
remuneration in 2022/23 was focused on simple and transparent
measures of performance against Group underlying EBITDA and
operating 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 2022/23.
Eric Hutchinson
Chair of the Remuneration Committee
Directors’ remuneration report
Corporate governance
Financial statements
Additional information
Strategic report
76
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
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.
Eric Hutchinson
Chair of the Remuneration Committee
19 July 2023
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 2023; 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.
Implementation of the Remuneration Policy
for the 2023/24 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 2023/24 financial year, the Committee agreed that:
there will not be an increase in base salaries for the
Executive Directors;
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 2023/24 the annual bonus potential
will continue to be based on demanding financial targets; 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 2023/24 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 2023/24 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 who are recruited will receive a
pension contribution rate in line with the UK general workforce.
Annual Statement
continued
2022/23 financial year – performance and pay
continued
Annual bonus
N Sanders was not entitled to participate in the 2022/23 annual
bonus scheme. F Doorenbosch, D Bedford and P White participated
in the 2022/23 annual bonus scheme; however, due to the results,
they will not receive a bonus for the period.
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 2022/23 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 continued
to be a more appropriate performance measure for the 2022/23
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.
Corporate governance
Financial statements
Additional information
Strategic report
77
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
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
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
Corporate governance
Financial statements
Additional information
Strategic report
78
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
Directors’ Remuneration Policy
continued
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.
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 measure for 2023/24 is
underlying EBIT, 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 2023/24 the Group is including a measure of health and safety performance in addition to the financial performance measure 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 information
Strategic report
79
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
Directors’ Remuneration Policy
continued
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
Corporate governance
Financial statements
Additional information
Strategic report
80
Carclo plc
Annual Report and Accounts 2023
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 information
Strategic report
81
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
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.
Pay scenario charts
The graphs below provide estimates of the potential future reward
opportunity for the two Executive Director positions for the
2023/24 financial year, and the potential split between different
elements of remuneration under three different scenarios:
“Minimum”, “On target” and “Maximum” performance (please refer
to Note 27 and that dividends are not currently payable under the
current financing arrangement)
1
.
1.
The impact of a 50% increase in the share price on the structure of pay
of the Executive Director positions cannot be shown as the quantum
of the LTIP has not yet been determined.
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.
Directors’ Remuneration
Policy
continued
Notes to the Policy table
Performance measurement selection
The choice of underlying EBIT as the financial performance metric
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 the delivery
of profit growth, and specific individual objectives. A non-financial
measure (health and safety target) has been included in 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 2023 are set
out on page 96.
Chief Executive Officer
Chief Financial Officer
Maximum
50%
50%
£740,000
On target
71%
29%
£518,000
Minimum
100%
£370,000
Maximum
40%
60%
£411,000
On target
27%
73%
£393,000
Minimum
100%
£245,000
Basic salary, benefits and pension
Bonus
Corporate governance
Financial statements
Additional information
Strategic report
82
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
Directors’ Remuneration Policy
continued
Pay scenario charts
continued
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 2023
Benefits are the current benefits projected for the financial year ahead
Base salary
Benefits
Pension
Total fixed
Name
£000
£000
£000
£000
F Doorenbosch
370.0
370.0
D Bedford
221.5
12.0
11.0
244.5
On target
Based on remuneration if performance was in line with expectations
Annual performance bonus for 40% – 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% – D Bedford 75% of base salary
Annual performance bonus for 100% – F Doorenbosch 100% of base salary
LTIP consists of threshold PSP vesting (25% 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
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 information
Strategic report
83
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
Directors’ Remuneration Policy
continued
Approach to remuneration upon recruitment
continued
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
F Doorenbosch
Chief Executive Officer
6 October 2022
6 months
6 months
D Bedford
Chief Financial Officer
14 November 2022
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 2023
of appointment
at AGM
J Oatley
24 June 2021
To 2023 AGM
20 July 2018
1 September 2022
E Hutchinson
21 December 2020
To 2023 AGM
7 January 2021
1 September 2022
R Amey
21 February 2023
To 2023 AGM
1 March 2023
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 19 July 2023 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.
Corporate governance
Financial statements
Additional information
Strategic report
84
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
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.
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.
Directors’ Remuneration
Policy
continued
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.
Corporate governance
Financial statements
Additional information
Strategic report
85
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
Annual Report on Remuneration
The following section provides details of how Carclo’s Remuneration
Policy was implemented during the financial year ending
31 March 2023.
Remuneration Committee membership
in 2022/23
The Remuneration Committee currently comprises E Hutchinson,
J Oatley and R Amey. The Committee is currently chaired by
E Hutchinson. F Doorenbosch was a member and Chair of the
Committee until 6 June 2022. J Oatley was Chair of the Committee
from 6 June 2022 to 6 November 2022.
The Committee met seven times during the financial year ended
31 March 2023 and individual Committee members attended all
meetings held during the year under review.
During the year, the Committee sought internal support from the
Chief Executive Officer 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 Chief Executive Officer 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, Ellason
LLP provided such advice. Ellason LLP has no connection with any
individual Director.
During the year £4,482 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
2021/22 remuneration report at the 2022 AGM:
Total number
% of
of votes
votes cast
For (including discretionary)
17,951,261
94.84
Against
976,948
5.16
Total votes cast
(excluding withheld votes)
18,928,209
100.00
Votes withheld
7,671
Total votes cast
(including withheld votes)
18,935,880
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
F Doorenbosch – remuneration details
F Doorenbosch was appointed as Chief Executive Officer on
6 October 2022.
The terms of his appointment can be summarised as follows:
annual salary of £370,000;
no entitlement to pension contributions or other benefits;
eligible to receive a cash bonus up to 100% 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.
D Bedford – remuneration details
D Bedford was appointed as Chief Financial Officer on
14 November 2022.
The terms of his appointment can be summarised as follows:
annual salary of £221,500;
annual car allowance and private medical insurance;
eligible for pension contributions in line with the general
workforce;
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.
Corporate governance
Financial statements
Additional information
Strategic report
86
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
Annual Report on Remuneration
continued
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 2023 and the prior year:
LTIP
and other
Payment for
share‑based
Salary
loss of office
Benefits
1
Annual bonus
payments
Pension
2
Total fixed
Total variable
Total
Name
£000
£000
£000
£000
£000
£000
£000
£000
£000
F Doorenbosch
3
2023
335
N/A
3
0
N/A
N/A
338
0
338
2022
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
D Bedford
4
2023
83
N/A
6
0
N/A
4
93
0
93
2022
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N Sanders
5
2023
116
113
N/A
N/A
N/A
N/A
229
N/A
229
2022
150
N/A
N/A
N/A
N/A
N/A
150
N/A
150
P White
6
2023
138
N/A
7
0
N/A
N/A
145
0
145
2022
215
N/A
11
45
N/A
N/A
215
56
271
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.
F Doorenbosch become an Executive Director from 7 June 2022 and worked on a consultancy basis until being formally appointed Chief Executive Officer from 6 October 2022. His salary relates to the period 7 June 2022 to
31 March 2023 whilst acting in an executive capacity.
4.
D Bedford was appointed as a Director and Chief Financial Officer on 14 November 2022.
5. N Sanders’ 2022 salary relates to the period until 5 October 2022 when he stepped down as Executive Chair and includes a PILON payment of £112,500.
6.
P White’s 2022 salary, benefits and annual bonus relate to the period until 14 November 2022, when he stepped down from the Board. P White continues to be paid a salary and benefits until his contractual leave date of 30 June 2023.
Corporate governance
Financial statements
Additional information
Strategic report
87
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
Annual Report on Remuneration
continued
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 2023 and the prior year:
Base fee £
Committee fees £
Total £
Non‑Executive Director
2023
2022
2023
2022
2023
2022
J Oatley
1
64,970
48,000
N/A
N/A
64,970
48,000
E Hutchinson
2
42,267
38,000
4,000
7,000
46,267
45,000
F Doorenbosch
3
7,050
38,000
1,200
6,417
8,250
44,417
R Amey
4
3,167
N/A
N/A
N/A
3,167
N/A
N Sanders
5
7,500
N/A
N/A
N/A
7,500
N/A
1.
J Oatley acted as Senior Independent Director until 6 November 2022, when he was appointed as Non‑Executive Chair.
2. E Hutchinson acted as a Non‑Executive Director and Audit and Risk Committee Chair until 6 November 2022, when he was appointed as the Senior Independent Director.
3. F Doorenbosch was appointed as an Executive Director from 6 October 2022.
4. R Amey was appointed as a Non‑Executive Director on 1 March 2023.
5. N Sanders become Non‑Executive Chair on 6 October 2022 and stepped down from the Board on 5 November 2022.
Incentive outcomes for the year ended 31 March 2023 (audited)
Annual performance bonus outcome 2022/23
Outcome % salary
Maximum potential % salary
Name
Financial
Payable
Financial
Payable
F Doorenbosch
100.00
0.00
100.00
0.00
D Bedford
75.00
0.00
75.00
0.00
P White
75.00
0.00
75.00
0.00
The financial performance targets applicable to the 2022/23 annual bonus arrangements were as follows:
To achieve and exceed the Group’s underlying EBITDA (50% weighted) and Operating Cash Flow targets (50% weighted).
In respect of underlying EBITDA, to achieve the threshold under this financial performance target the Group was required to achieve £14,243,000. The actual performance achieved against this target was
£13,965,000.
Turning to operating cash flow, to achieve the threshold under this financial performance target the Group was required to achieve £16,187,000. The actual performance achieved against this target was
£7,778,000.
Consequently, none of the potential annual bonus was achieved in respect of the aggregate of both financial performance targets and therefore no payment will be made in respect of the 2022/23 annual bonus.
Corporate governance
Financial statements
Additional information
Strategic report
88
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
Annual Report on Remuneration
continued
Scheme interests awarded in the year ended 31 March 2023 (audited)
2022/23 LTIP
Shares subject to awards
Executive Director
Date of grant
made during the year
Share price at date of award
Face value at date of award
P White
3 August 2022
386,778
20.33p
£78,632
Awards take the form of conditional share awards.
The extent to which awards granted in the year ending 31 March 2023 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. At 31 March 2023, the closing share price was 13.08 pence.
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. Under the terms of the amended and restated bank facilities agreement, the Group is not permitted to make a dividend payment to shareholders up to the period ending June 2025.
The EPS element:
The performance period is the period of three financial years of the Company between 1 April 2022 and 31 March 2025.
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 2025), 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 granted to P White was conditional upon continued service, would normally vest after three years and would be subject to a further two‑year holding period. P White stepped down as a Director on
14 November 2022, and was considered to be a ‘good leaver’ under the plan rules due to his retirement. The LTIP award will vest on the normal vesting date and be time pro‑rated to his contractual leaving date
of 30 June 2023.
Corporate governance
Financial statements
Additional information
Strategic report
89
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
Annual Report on
Remuneration
continued
Implementation of Remuneration Policy for the
year ending 31 March 2024
A summary of how the Directors’ Remuneration Policy will be
applied during the year ending 31 March 2024 is set out below:
Basic salary
Executive Directors’ base salaries.
2023/24
2022/23
1
% increase
F Doorenbosch
£370,000
£370,000
Nil
D Bedford
£221,500
£221,500
Nil
Below Executive Director level, basic pay increases are limited to
cost of living adjustments, typically in the range 0% to 13%, apart
from cases of local statutory requirements, promotions, increases in
scope or other exceptional reasons. There has not been an increase
in base salaries/fees for the Directors in the period. The Board is
mindful of the pressures during the current economic climate,
particularly increases in cost of living, and is working hard to ensure
support is provided to employees throughout this difficult period.
Pension arrangements
F Doorenbosch does not receive employer pension contributions.
D Bedford receives employer pension contributions in line with the
general workforce.
1. Full‑year equivalent.
Annual bonus
In line with the Directors’ Remuneration Policy it is anticipated that
the maximum bonus potential for the year ending 31 March 2024 will
be 100% of salary for the CEO and 75% of salary for the CFO. It is
likely that all of the bonus will be based on financial measures, being
underlying EBIT. In recognition of the importance of safety to the
business, the Company has included a safety performance measure
for the 2023/24 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 2024. 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 2023/24 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
In line with the Directors’ Remuneration Policy it is anticipated that
the value of the PSP grant to be made to the CEO and CFO for the
year ending 31 March 2024 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 2026 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 by closely 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.
Corporate governance
Financial statements
Additional information
Strategic report
90
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
Annual Report on Remuneration
continued
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 2023/24 financial year can be summarised as follows:
Provision
2023/24
2022/23
% increase
Non-Executive Chair Base fee
£90,000
N/A
N/A
Non‑Executive Director Base fee
£38,000
£38,000
0
Senior Independent Director fee
£10,000
£10,000
0
Committee Chair fees
£7,000
£7,000
0
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 2022 and 31 March 2023 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 2021/22 to 2022/23:
Salary/fee
Benefits
Bonus
Executive Chair
N Sanders (stepped down on 5 November 2022)
0%
N/A
N/A
Chief Executive Officer
F Doorenbosch
0%
N/A
0%
Executive Directors
D Bedford
0%
0%
0%
P White (stepped down on 14 November 2022)
0%
0%
0%
Non-Executive Directors
J Oatley
0%
N/A
N/A
E Hutchinson
0%
N/A
N/A
R Amey
0%
N/A
N/A
Average percentage increase for UK employees
5.4%
1.3%
(100.0)%
Corporate governance
Financial statements
Additional information
Strategic report
91
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
Annual Report on Remuneration
continued
Percentage change in Directors’ remuneration
continued
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)%
Corporate governance
Financial statements
Additional information
Strategic report
92
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
Annual Report on Remuneration
continued
Percentage change in Directors’ remuneration
continued
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.
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 2022 and 31 March 2023.
2023
2022
£000
£000
% change
Staff costs
40,709
34,971
16.4%
Retained (loss)/profit
(3,957)
5,799
(168.2)%
Number
Number
% change
Number of employees
1,116
1,062
5.1%
Corporate governance
Financial statements
Additional information
Strategic report
93
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
Annual Report on
Remuneration
continued
Relative performance
The graph 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.
Table of historical data (Chief Executive/Executive Chair)
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Chief Executive/Executive Chair single figure of remuneration (£000)
328
538
462
836
449
325
270
321
150
567
Annual bonus payout (as % of maximum)
71
21
96
PSP vesting (as % of maximum)
50
50
32.5
C Malley was appointed Chief Executive on 27 March 2013 and 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. N Sanders stepped down as Executive Chair on 6 October 2022 and
F Doorenbosch was appointed as CEO effective 6 October 2022. Consequently, the full‑year data for 2023 is a combination of both.
0
2013
200
Carclo
FTSE Small Cap ex-ITs
250
150
100
50
2014
2015
2016
2017
2018
2019
2020
2022
2021
2023
Corporate governance
Financial statements
Additional information
Strategic report
94
Carclo plc
Annual Report and Accounts 2023
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 2022/23 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 percentile
Median
75th percentile
Financial year
Method
pay ratio
pay ratio
pay ratio
2022/23
Option A
23 : 1
19 : 1
13 : 1
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 2022/23 financial year has been used to calculate the ratios.
The employee data used to calculate the ratios is as follows:
25th percentile
Median
75th percentile
Total pay and benefits
£24,642
£30,001
£42,507
Base salary
£22,735
£27,256
£39,923
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.
Corporate governance
Financial statements
Additional information
Strategic report
95
Carclo plc
Annual Report and Accounts 2023
Directors’ remuneration report
continued
Annual Report on Remuneration
continued
Directors’ interests (audited)
The interests of the Directors and their connected persons in the ordinary shares of the Company as at 31 March 2023 were as follows:
31 March 2023
31 March 2022
Ordinary shares
Options
Ordinary shares
Options
J Oatley
400,000
E Hutchinson
192,118
192,118
F Doorenbosch
403,958
203,958
N/A
R Amey
D Bedford
80,000
N/A
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 2023:
Shares held
Vested but
Unvested and
Shareholding
Current
Prior year
Owned outright
subject to
subject to
requirement
shareholding
shareholding
Director
or vested
holding period
vesting conditions
(% salary)
(% salary)
(% salary)
F Doorenbosch
403,958
100
18.10
N/A
D Bedford
80,000
100
2.59
N/A
There have been no changes in the Directors’ interests since the year end.
Directors’ interests in shares in Carclo long-term incentive plans (audited)
All of the above shares held by F Doorenbosch and D Bedford are owned outright as a result of market purchases.
Approval of the Directors’ remuneration report
The Directors’ remuneration report set out on pages 76 to 96 was approved by the Board of Directors on 19 July 2023 and signed on its behalf by Eric Hutchinson, Chair of the Remuneration Committee.
Eric Hutchinson
Chair of the Remuneration Committee
19 July 2023
Corporate governance
Financial statements
Additional information
Strategic report
96
Carclo plc
Annual Report and Accounts 2023
The Directors’ report is required to be produced by law. Pages 97
to 100 inclusive (together with the sections of the Annual Report
incorporated into these pages by reference) constitute the
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 57. This report, together with the Chief
Executive Officer’s statement on pages 08 to 11, 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 46 to 55, a description of the
principal risks and uncertainties facing the Group.
The Directors who served during the year are set out below:
J Oatley
E Hutchinson
F Doorenbosch
D Bedford – appointed 14 November 2022
R Amey – appointed 1 March 2023
N Sanders – stepped down 5 November 2022
P White – stepped down 14 November 2022
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 57 and the
Chief Executive Officer’s statement on pages 08 to 11 together
comprise the “management report”.
Statement of corporate governance
The statement of corporate governance on pages 64 to 67 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 Group’s business activities, together with the factors likely to
affect its future development, are set out in the Strategic Report on
pages 01 to 57. The financial position of the Group, its cash flows,
liquidity position and borrowing facilities are described on pages 40
to 45 of the Strategic Report. Further disclosures regarding
borrowings are provided in note 22.
As described in the Viability Statement, the Directors have assessed
the prospects and viability of the Company over a three‑year period
to March 2026. The Board has performed a robust assessment of
the principal risks facing the Company, including those risks that
would threaten the business model, future performance, solvency
or liquidity.
Having considered the Group’s cash flow forecasts, the Directors
are satisfied the Group has sufficient liquidity and covenant
headroom to enable the Group to conduct its business and meet
its liabilities as they fall due for at least the next twelve months.
Accordingly, these financial statements are prepared on a going
concern basis.
The Directors’ Viability Statement is in the Strategic Report on
pages 56 and 57.
(Losses)/profits and earnings
The (loss)/profit from continuing operations of the Group before
taxation, after charging net interest of £3.7 million (2022:
£3.0 million), amounted to £2.5 million loss compared with
£5.9 million profit for the previous year. After taxation, the earnings
from continuing operations per ordinary 5 pence share was a loss of
5.4 pence compared with 7.0 pence profit for the previous year.
Statutory result of the Group amounted to £4.0 million loss
compared with £5.8 million profit for the previous year.
After taxation, the earnings from all operations per ordinary 5 pence
share was a loss of 5.4 pence compared with 7.9 pence profit for the
previous year.
Dividend
In accordance with the provisions of the amended and restated bank
facilities agreement signed on 2 September 2022, the business is
not currently permitted to pay dividends. The Board is therefore not
recommending the payment of a dividend for 2022/23 (2021/22: £nil).
Directors’ report
Corporate governance
Financial statements
Additional information
Strategic report
97
Carclo plc
Annual Report and Accounts 2023
Directors’ report
continued
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 (“AGM”) 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 AGM. A Director who retires at an AGM 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 2022 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.
Share capital
At 31 March 2023, 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 2022 Annual
General Meeting (the “2022 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 2022 AGM). This authority is due to lapse at the Annual General
Meeting in 2023 (the “2023 AGM”).
At the 2022 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 2022 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 2023 AGM.
Post balance sheet events
In December 2022, having delivered the Design and Engineering
phase of the supply contract, the Group received notice from a
leading global OEM customer that, due to a contraction in the
end‑market demand for COVID‑19 testing, they would not be
proceeding into the production phase of the project.
On 30 May 2023, a mutually satisfactory settlement agreement was
signed which largely offsets the Group’s financial exposure arising
from early termination of the contract. The Group has recognised an
exceptional cost in the year to 31 March 2023 of £0.9 million, most of
which is to recognise assets on balance sheet at recoverable
amount, see note 9 for further details. The Group will recognise an
exceptional gain in income statement to 31 March 2024 of
approximately £0.6 million. Although the details of the agreement
remain confidential, full and final settlement was received on
21 June 2023.
On 22 June 2023, the Group’s lending bank agreed to an
adjustment of the interest and the net leverage covenants related
to the facilities due to mature on 30 June 2025. In line with our
strategy of cash generation, the Company intends to make
voluntary debt repayments over and above those agreed in the
September 2022 refinancing. On 1 June 2023, a voluntary
repayment of £0.4 million was made and on 30 June 2023 a
further voluntary repayment of £3.3 million was made.
Corporate governance
Financial statements
Additional information
Strategic report
98
Carclo plc
Annual Report and Accounts 2023
Directors’ report
continued
Engagement with employees, suppliers
and customers
Information on engagement with employees, suppliers and
customers is required to be disclosed in this Directors’ report
and is set out under the s.172 statement on pages 23 to 25.
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 120. 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 29. 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
34 and 35. Such information is incorporated into this Directors’
report by reference and is deemed to form part of this report.
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.
Substantial shareholdings
At the date of approval of the 2022/23 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 2023 and 19 July 2023:
As at
As at
19 July
31 March
2023
2023
Schroder Investment Management Limited
13.4%
13.4%
Janus Henderson Investors
9.8%
9.8%
First Equity Limited
8.4%
7.71%
P Parker
3.4%
Corporate governance
Financial statements
Additional information
Strategic report
99
Carclo plc
Annual Report and Accounts 2023
Directors’ report
continued
Directors and Directors’ interests
The Directors at the date of this Directors’ report are listed on
pages 62 and 63. Nick Sanders stepped down from the Board on
5 November 2022. Phil White stepped down as a Director of the
Company on 14 November 2022.
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 76 to 96.
Biographies of Directors
The biographies of Directors required to be disclosed in this
Directors’ report are set out on pages 62 and 63. 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 they ought
to have taken as a Director to make themselves 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
David Bedford
Secretary
19 July 2023
Corporate governance
Financial statements
Additional information
Strategic report
100
Carclo plc
Annual Report and Accounts 2023
Statement of Directors’ responsibilities
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,
the Directors have prepared the Group financial statements in
accordance with UK‑adopted International Accounting Standards
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 UK;
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
financial 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.
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 62 and 63, 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
Frank Doorenbosch
Chief Executive Officer
19 July 2023
Corporate governance
Financial statements
Additional information
Strategic report
101
Carclo plc
Annual Report and Accounts 2023
Opinion
We have audited the financial statements of Carclo plc (the ‘Parent
Company’) and its subsidiaries (the ‘Group’) for the year ended
31 March 2023 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 2023 and
of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
the Parent Company Financial statements have been properly prepared
in accordance with United Kingdom Generally Accepted Accounting
Practice as applied in accordance with the requirements of the
Companies Act of 2006; and
the financial statements have been prepared in accordance with the
requirements of the Companies Act of 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.
The Group is dependent on debt facilities from its bank, which have a number
of financial covenants and expire in June 2025. The Group disclosed a
material uncertainty over going concern In its interim accounts for the six
months to 30 September 2022 due to a lack of forecast headroom on its
interest cover covenant. Furthermore, the agreement with a leading global
OEM was terminated during the year which is also likely to have an impact on
the headroom and the Group’s ability to meet the financial covenants.
The Group engaged in active negotiations with its bank to amend the
covenants, specifically focusing on the interest cover and net leverage rations
for the duration of the facilities. 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 118. Going concern has also been identified as
a key judgement in note 2 on page 127.
Independent
auditor’s
report
to the members of Carclo plc
Corporate governance
Financial statements
Additional information
Strategic report
102
Carclo plc
Annual Report and Accounts 2023
Independent
auditor’s
report
continued
to the members of Carclo plc
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 opinion above,
together with an overview of the principal audit procedures performed to
address each matter and our key observations arising from those procedures.
The matters set out below are in addition to going concern which is 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.
Conclusions relating to going concern
continued
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;
Assessing the impact of loss of leading global OEM customer and its
impact on the future forecast of the Group;
Assessing and challenging key assumptions and mitigating actions put in
place in response to 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;
Carrying out independent evaluation of the forecast and stress tests in
relation to the forecasts prepared by management;
Reviewing and ascertaining the status of negotiations with the bank in
respect of amendments to covenants including discussions with the bank;
Reviewing the financial covenants (including agreed amendments) 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.
Corporate governance
Financial statements
Additional information
Strategic report
103
Carclo plc
Annual Report and Accounts 2023
Independent
auditor’s
report
continued
to the members of Carclo plc
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 122. Revenue
recognition on tooling contracts has also been identified as a key
judgement in note 2 on page 128. Revenue recognised on tooling
contracts in the year is £20.1m as set out in note 6 on page 135.
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:
performing testing of the design and implementation of controls around
revenue recognition;
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
The methodology used in determining the recognition of the group’s revenue
was appropriate and we have not identified any material misstatement in the
revenue recognised in the year.
Key audit matters
continued
Corporate governance
Financial statements
Additional information
Strategic report
104
Carclo plc
Annual Report and Accounts 2023
Independent
auditor’s
report
continued
to the members of Carclo plc
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 114 is £23.5m of intangible assets, of which £23m 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 120 and note 1(v) ‘Impairment’ on
page 125. Impairment of goodwill has also been identified as a key
judgement in note 2 on page 128.
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 147, 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:
performing testing of the design and implementation of controls around
valuation and impairment of intangible assets;
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
The methodology used for the valuation and for the impairment review of
intangible assets and goodwill was appropriate.
Key audit matters
continued
Corporate governance
Financial statements
Additional information
Strategic report
105
Carclo plc
Annual Report and Accounts 2023
Independent
auditor’s
report
continued
to the members of Carclo plc
Key Audit Matter
How our scope addressed this matter
Valuation and impairment of investment in
subsidiaries (Parent Company)
The carrying value of investments in subsidiary undertakings on
the Company Balance Sheet on page 182 is £83.5m (2022:
£93.8m). During the year an impairment of £10.3m has been
recognised in respect of the investment that the Company holds
in the UK plastics entity.
As set out in the accounting policy in note 35(c) on page 187,
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 190, 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:
performing testing of the design and implementation of controls around
valuation and impairment of investment in subsidiaries;
obtaining and reviewing management’s impairment reviews;
reviewing the underlying assumptions used in the impairment reviews and
assessing whether these are reasonable. This included engaging an internal
expert to evaluate the discount rates applied by management;
reviewing and checking the net book value of the individual investments used in
the impairment review;
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
The methodology used for the valuation and for the impairment review of
investments in subsidiaries was appropriate.
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:
Key audit matters
continued
Corporate governance
Financial statements
Additional information
Strategic report
106
Carclo plc
Annual Report and Accounts 2023
Independent
auditor’s
report
continued
to the members of Carclo plc
Group materiality
Overall materiality
£1,434k
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 in current year and 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 £932k which is 65% of overall materiality.
Reporting threshold
We agreed with the directors that we would report to them misstatements identified during our audit above £43k
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 £175k and £900k, being all below Group overall materiality.
Parent Company materiality
Overall materiality
£791k
How we determined it
We determined overall materiality to be 0.5% of total assets.
Rationale for benchmark
applied
The company does not trade and acts as a holding company. Therefore the company has a significant investment
in subsidiaries which is the main balance on its statement of financial position and deemed to be the key interest to
users of the Company financial statements.
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 £514k which is 65% of overall materiality.
Reporting threshold
We agreed with the directors that we would report to them misstatements identified during our audit above £24k
as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
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 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 our risk assessment, our understanding of the Group and the Parent Company, their environment, controls, and critical business processes,
to consider qualitative factors to ensure that we obtained sufficient coverage across all financial statement line items.
Corporate governance
Financial statements
Additional information
Strategic report
107
Carclo plc
Annual Report and Accounts 2023
Independent
auditor’s
report
continued
to the members of Carclo plc
Parent Company materiality
continued
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 loss
Total Group
components
revenue
before tax
assets
Full scope
7
92%
205%
94%
Risk based audit procedures
2
8%
-105%
6%
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. Additionally, the work carried out by the US team was reviewed in detail by 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 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.
Corporate governance
Financial statements
Additional information
Strategic report
108
Carclo plc
Annual Report and Accounts 2023
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:
the Strategic report or the Directors’ report; or
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.
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 101;
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 56 to 57;
Directors’ statement on fair, balanced and understandable, set out on
page 101;
Board’s confirmation that it has carried out a robust assessment of the
emerging and principal risks, set out on pages 46 to 55;
The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems, set out on
page 69; and
The section describing the work of the audit committee, set out on pages
68 to 71.
Independent
auditor’s
report
continued
to the members of Carclo plc
Corporate governance
Financial statements
Additional information
Strategic report
109
Carclo plc
Annual Report and Accounts 2023
Independent
auditor’s
report
continued
to the members of Carclo plc
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.
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 the regulatory
requirements 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, in particular in relation to
valuation and impairment of intangible assets, valuation and impairment of
investment in subsidiaries, revenue recognition (which we pinpointed to the
cut-off and occurrence assertions) and significant one-off or unusual
transactions.
Responsibilities of Directors
As explained more fully in the directors’ responsibilities statement set out on
page 101, 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 have 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, and GDPR.
Corporate governance
Financial statements
Additional information
Strategic report
110
Carclo plc
Annual Report and Accounts 2023
Independent
auditor’s
report
continued
to the members of Carclo plc
Use of the audit report
This report is made solely to the company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the company’s members
those 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 company and the 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
Date: 20 July 2023
Auditor’s responsibilities for the audit of the financial
statements
continued
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
are discussed in the “Key audit matters” section of 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 ended 31 March 2020 and subsequent financial periods.
The period of total uninterrupted engagement is four years, covering the
years ended 31 March 2020 to 31 March 2023.
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.
Corporate governance
Financial statements
Additional information
Strategic report
111
Carclo plc
Annual Report and Accounts 2023
2023
2022
Notes
£000
£000
Continuing operations:
Revenue
6
143,445
128,576
Underlying operating profit
5,939
6,096
COVID-19-related US government grant income
10
2,087
Exceptional items
9
(4,710)
721
Operating profit
3, 7
1,229
8,904
Finance revenue
11
218
77
Finance expense
11
(3,967)
(3,066)
(Loss)/profit before tax
(2,520)
5,915
Income tax expense
12
(1,437)
(809)
(Loss)/profit after tax but before profit on discontinued operations
(3,957)
5,106
Discontinued operations:
Profit on discontinued operations, net of tax
4
693
(Loss)/profit for the period
(3,957)
5,799
Attributable to:
Equity holders of the Company
(3,957)
5,799
Non-controlling interests
(3,957)
5,799
(Loss)/earnings per ordinary share
13
Basic – continuing operations
(5.4)p
7.0p
Basic – discontinued operations
0.9p
Basic
(5.4)p
7.9p
Diluted – continuing operations
(5.4)p
6.9p
Diluted – discontinued operations
0.9p
Diluted
(5.4)p
7.9p
Consolidated
income
statement
for the year ended
31 March 2023
Corporate governance
Financial statements
Additional information
Strategic report
112
Carclo plc
Annual Report and Accounts 2023
Consolidated
statement of
comprehensive
income
for the year ended
31 March 2023
2023
2022
£000
£000
(Loss)/profit for the period
(3,957)
5,799
Other comprehensive (expense)/income
Items that will not be reclassified to the income statement
Remeasurement (losses)/gains on defined benefit scheme
(10,577)
8,480
Deferred tax arising
Total items that will not be reclassified to the income statement
(10,577)
8,480
Items that are or may in the future be reclassified to the income statement
Foreign exchange translation differences
1,129
1,840
Net investment hedge
818
440
Deferred tax arising
(190)
(127)
Total items that are or may in the future be reclassified to the income statement
1,757
2,153
Other comprehensive (expense)/income, net of tax
(8,820)
10,633
Total comprehensive (expense)/income for the year
(12,777)
16,432
Attributable to:
Equity holders of the Company
(12,777)
16,432
Non-controlling interests
Total comprehensive (expense)/income for the period
(12,777)
16,432
Corporate governance
Financial statements
Additional information
Strategic report
113
Carclo plc
Annual Report and Accounts 2023
Consolidated
statement
of financial
position
as at 31 March 2023
2023
2022
Notes
£000
£000
Non-current assets
Intangible assets
15
23,463
22,714
Property, plant and equipment
16
45,321
46,964
Deferred tax assets
23
1,185
1,403
Trade and other receivables
19
115
Total non-current assets
69,969
71,196
Current assets
Inventories
17
15,203
16,987
Contract assets
18
5,763
7,700
Trade and other receivables
19
21,383
19,702
Cash and cash deposits
20
10,354
12,347
Non-current assets classified as held for sale
21
266
Total current assets
52,703
57,002
Total assets
122,672
128,198
Non-current liabilities
Loans and borrowings
22
39,668
41,804
Deferred tax liabilities
23
4,917
4,878
Contract liabilities
6
3,099
Retirement benefit obligations
24
34,493
25,979
Total non-current liabilities
79,078
75,760
Corporate governance
Financial statements
Additional information
Strategic report
114
Carclo plc
Annual Report and Accounts 2023
Consolidated
statement
of financial
position
continued
as at 31 March 2023
2023
2022
Notes
£000
£000
Current liabilities
Loans and borrowings
22
5,046
2,948
Trade and other payables
26
21,408
21,062
Current tax liabilities
372
170
Contract liabilities
6
4,689
3,755
Provisions
25
473
87
Total current liabilities
31,988
28,022
Total liabilities
111,066
103,782
Net assets
11,606
24,416
Equity
Ordinary share capital issued
27
3,671
3,671
Share premium
7,359
7,359
Translation reserve
28
9,243
7,486
Retained earnings
28
(8,641)
5,926
Total equity attributable to equity holders of the Company
11,632
24,442
Non-controlling interests
(26)
(26)
Total equity
11,606
24,416
Approved by the Board of Directors on 19 July 2023 and signed on its behalf by:
Frank Doorenbosch
David Bedford
Director
Director
Registered Number 196249
Corporate governance
Financial statements
Additional information
Strategic report
115
Carclo plc
Annual Report and Accounts 2023
Consolidated
statement of
changes in
equity
for the year ended
31 March 2023
Attributable to equity holders of the Company
Share
Share
Translation
Retained
Non-controlling
Total
capital
premium
reserve
earnings
Total
interests
equity
£000
£000
£000
£000
£000
£000
£000
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
Balance at 1 April 2022
3,671
7,359
7,486
5,926
24,442
(26)
24,416
Loss for the year
(3,957)
(3,957)
(3,957)
Other comprehensive
income/(expense):
Foreign exchange translation differences
1,129
1,129
1,129
Net investment hedge
818
818
818
Remeasurement losses on
defined benefit scheme
(10,577)
(10,577)
(10,577)
Taxation on items above
(190)
(190)
(190)
Total comprehensive
income/(expense) for the period
1,757
(14,534)
(12,777)
(12,777)
Transactions with owners recorded
directly in equity:
Share-based payments
(33)
(33)
(33)
Taxation on items recorded directly in equity
Balance at 31 March 2023
3,671
7,359
9,243
(8,641)
11,632
(26)
11,606
Corporate governance
Financial statements
Additional information
Strategic report
116
Carclo plc
Annual Report and Accounts 2023
Consolidated
statement of
cash flows
for the year ended
31 March 2023
2023
2022
Notes
£000
£000
Cash generated from operations
30
7,778
6,780
Interest paid
(2,955)
(2,502)
Tax paid
(1,051)
(1,309)
Net cash from operating activities
3,772
2,969
Cash flows from/(used in) investing activities
Proceeds from sale of business, net of cash disposed
693
Proceeds from sale of property, plant and equipment
1,390
20
Interest received
218
77
Purchase of property, plant and equipment
(2,313)
(4,804)
Purchase of intangible assets
(104)
(135)
Net cash used in investing activities
(809)
(4,149)
Cash flows from/(used in) financing activities
Drawings on existing and new facilities
359
1,575
Refinancing costs
(250)
Proceeds from sale and leaseback of property, plant and equipment
1,222
1,410
Repayment of borrowings excluding lease liabilities
(1,800)
(2,282)
Repayment of other loan facilities
(102)
Repayment of lease liabilities
(4,104)
(3,196)
Net cash used in financing activities
(4,675)
(2,493)
Net decrease in cash and cash equivalents
(1,712)
(3,673)
Cash and cash equivalents at beginning of period
12,347
15,485
Effect of exchange rate fluctuations on cash held
(281)
535
Cash and cash equivalents at end of period
10,354
12,347
Cash and cash equivalents comprise:
Cash and cash deposits
10,354
12,347
10,354
12,347
Corporate governance
Financial statements
Additional information
Strategic report
117
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
for the year ended
31 March 2023
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 182 to
196. 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 a 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 investment to be
made whilst retaining a stable financial position, with net debt excluding lease
liabilities as of 31 March 2023 increasing to £22.5 million (2022: £21.5 million).
Net debt including lease liabilities at 31 March 2023 was £34.4 million (2022:
£32.4 million), with the principal reason behind the increase being foreign
exchange movements of £1.5 million.
On 2 September 2022, the Group successfully refinanced with the
Company’s bank, concluding a first amendment and restatement agreement
relating to the multi-currency term and revolving facilities agreement dated
14 August 2020. The debt facilities available to the Group at 31 March 2023
comprise a term loan of £29.3 million, of which £1.4 million will be amortised
by 31 March 2024, and a further £2.2 million amortised by 31 March 2025.
The balance becomes payable by the termination date, 30 June 2025.
At 31 March 2023, the term loans were denominated as follows:
sterling 14.2 million, US dollar 13.3 million and euro 4.9 million. The facility
also includes a £3.5 million revolving credit facility, denominated in sterling,
maturing on 30 June 2025.
Since the year-end there have been no significant changes to the Group’s
liquidity position. The term loan balances stood at sterling 10.2 million,
US dollar 13.3 million and euro 4.9 million, totalling £27.0 million on
30 June 2023, with undrawn facilities of £1.5 million on the RCF.
As part of the original bank financing in August 2020 the Group became
subject to four bank facility covenant tests. The quarterly covenants to be
tested are:
underlying interest cover;
net debt to underlying EBITDA;
core subsidiary underlying EBITA; and
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.
Following a more than doubling of the base rate in the first half of 2022/23,
the Group reassessed its forecasts and concluded there was insufficient
headroom available to meet all the agreed banking covenants in the event
of certain downside scenarios taking place. Breach of any of these covenants
could lead to the creditors calling in their debt, leaving the plc insolvent. As a
result, at the half year, in recognition of a potential covenant breach, the
Group issued a material uncertainty warning over its ability to continue
trading as a going concern.
Since that time the Group has worked with the bank to amend the covenants
and agreed adjustments to the Group’s interest cover covenant for both the
December 2022 and March 2023 testing points.
In December 2022 the Group announced the cancellation of a new business
contract that would materially impact the results for 2022/23. Further
discussions were held with the bank and, following a review of the Group’s
three-year plan up to March 2026, on 22 June 2023 the bank agreed to the
Group’s request to further amend the interest cover covenant to June 2025
and to an adjustment to the net debt to underlying EBITDA covenant to
December 2023.
The banking covenants and thresholds set out in the recently renegotiated
banking agreement are assumed to be in place throughout the going concern
assessment period, and the legal documents surrounding this agreement
have now been signed.
A schedule of contributions is also in place with the pension trustees with an
agreed £3.5 million to be paid annually until 31 October 2039. Additional
contributions also agreed are 25% of any surplus of 2023/24 underlying
EBITDA over £18 million payable from 30 June 2024 to 31 May 2025,
extending to 26% of any 2024/25 surplus payable from 30 June 2025 to
31 May 2026.
In addition, the pension scheme has the benefit of a fifth covenant to be
tested each year up to and including 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
CTP and Aerospace segments based on an EBITDA multiple for those
businesses which is determined annually. This test will be completed on these
audited financial statements and management expect this covenant to
be met.
Corporate governance
Financial statements
Additional information
Strategic report
118
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
1 Basis of preparation
continued
Going Concern
continued
The Group is subject to a number of key risks and uncertainties, as detailed in
the Principal risks and uncertainties section on pages 46 to 55. Mitigation
actions are also considered in this section. These risks and uncertainties have
been considered in the base case and severe downside sensitivities and have
been modelled accordingly.
The Directors have reviewed cash flow and covenant forecasts to cover the
period at least twelve months from the date of signing these consolidated
financial statements, considering the Group’s available debt facilities and the
terms of the arrangements with the Group’s bank and the Group
pension scheme.
The base case forecast includes assumptions around sales, margins, working
capital and interest rates. The sensitivity analysis has considered the risks
facing the Group and has modelled the impact of each in turn, as well as
considering the impact of aggregating certain risk types and shows that the
Group is able to operate within its available facilities and meet its agreed
covenants as they arise. Furthermore, the Directors have reviewed sensitivity
testing, modelling a range of severe downside scenarios. These sensitivities
attempt to incorporate identified risks set out in the Principal risks and
uncertainties section of this report.
Severe downside sensitivities modelled included 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 3%
matched by a corresponding fall in cost of sales of the same amount, and
interest rate risk.
The Group is not exposed to vulnerable sectors or vulnerable countries but
does have certain key customers, which create risks and uncertainties.
These risks and uncertainties are documented and the mitigating actions
being taken are covered in detail in the Principal risks and uncertainties
section on pages 46 to 55.
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 and will be able to adhere to the covenant tests to which
it is subject throughout at least the twelve-month period from the date of
signing the financial statements.
Accordingly, these financial statements are prepared on a going
concern basis.
New standards, amendments and interpretations
Certain new standards, amendments and interpretations to existing
standards have been published that are mandatory for the accounting period
beginning on or after 1 April 2022. The following new standards and
amendments to standards are mandatory for the Group and have been
adopted for the first time for the financial year beginning 1 April 2022:
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); and
Annual Improvements to IFRSs (2018-2020 cycle) (effective date
1 January 2022).
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 accounting period
beginning on or after 1 April 2023.
The Group has elected not to early adopt these standards, which are
described below.
IAS 1 Presentation of Financial Statements (Amendment): Classification of
liabilities as current or non-current, deferral of effective date and
Exposure Draft: Non-current liabilities with covenants (effective date
1 January 2023, although the IASB has tentatively decided to defer the
effective date further to being not before 1 January 2024).
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).
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.
Corporate governance
Financial statements
Additional information
Strategic report
119
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
1 Basis of preparation
continued
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.
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).
Corporate governance
Financial statements
Additional information
Strategic report
120
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
1 Basis of preparation
continued
Accounting policies
continued
d) Other intangible assets
continued
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.
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.
Corporate governance
Financial statements
Additional information
Strategic report
121
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
1 Basis of preparation
continued
Accounting policies
continued
g) Leases
continued
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 one year or less. 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 by applying an approximation
1
of
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 inventory 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 CTP segment, would generally
be for design and engineering and production.
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. 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.
1.
The Company records borrowings via a combination of principle interest and amortised arrangement fees, the resulting position of which is annually tested against the
effective interest rate method to demonstrate they are materially in line.
Corporate governance
Financial statements
Additional information
Strategic report
122
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
1 Basis of preparation
continued
Accounting policies
continued
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 equity.
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
an approximation
1
of 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 in
the countries where the Group operates and any adjustments 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.
1.
Interest payable is a combination of principle interest and amortised arrangement fees, the resulting charge of which is annually tested against the effective interest rate
method to demonstrate they are materially in line.
Corporate governance
Financial statements
Additional information
Strategic report
123
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
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.
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.
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.
Corporate governance
Financial statements
Additional information
Strategic report
124
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
1 Basis of preparation
continued
Accounting policies
continued
t) Financial instruments
continued
ii) Classification and subsequent measurement
continued
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 and 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
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.
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.
Corporate governance
Financial statements
Additional information
Strategic report
125
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
1 Basis of preparation
continued
Accounting policies
continued
v) Impairment
continued
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 £0.5 million have been recognised at 31 March 2023 (2022:
£0.1 million); further details can be found in note 25.
Corporate governance
Financial statements
Additional information
Strategic report
126
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
1 Basis of preparation
continued
Accounting policies
continued
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 assets are assets which are due to be received within twelve months
of the reporting date. 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 at least twelve months from the date of signing these
financial statements. Judgement has been applied over forecast profit, debt
levels and interest rates, particularly base rates. 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.
Corporate governance
Financial statements
Additional information
Strategic report
127
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
2 Accounting estimates and judgements
continued
Impairment of assets
continued
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. Goodwill at 31 March 2023 amounts to £23.0 million (2022:
£22.0 million).
Management has exercised judgement when considering if there have been
indicators of impairment. Where indications exist, management has
estimated recoverable amount as detailed below.
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. As set out in
more detail in notes 15 and 16, the recoverable amounts may be based on
either value in use calculations or fair value less costs of disposal
considerations. 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 2023 amounts to £34.5 million (2022: £26.0 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.
In the prior year, the Scheme introduced a right for members to Pension
Increase Exchange (“PIE”). Having taken actuarial advice, the Executive
management exercised judgement that, similar to the Bridging Pension
Option adopted in the year to 31 March 2021, 40% of members would take
the PIE option at retirement. There is no change to either assumption in the
current year. Any change in estimate would be recognised as remeasurement
gains/(losses) through the consolidated statement of comprehensive
income.
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 2023 management is reasonably
certain will not be exercised.
Revenue recognition
As revenue from design and engineering 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 CTP segment required
management to use judgement to apportion contract revenue to the design
and engineering performance obligations.
Key sources of estimation uncertainty
Revenue recognised on certain contracts in the CTP segment required
management to estimate the remaining costs to complete the design and
engineering performance obligation in order to determine the percentage of
completion and revenue to recognise in respect of those performance
obligations.
Corporate governance
Financial statements
Additional information
Strategic report
128
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
2 Accounting estimates and judgements
continued
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 no longer appropriate to recognise deferred
tax assets (other than a £0.3 million deferred tax asset which is available to
off-set against a deferred tax liability of £0.3 million arising on historic
property revaluations), and at 31 March 2023 UK deferred tax assets of
£0.7 million have been derecognised (2022: £0.7 million recognised).
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 1w.
Non-current assets classified as held for sale
Note 21 contains information about assets classified as held for sale;
at 31 March 2023 these amounted to £nil (2022: £0.3 million).
Key judgements
Management has applied judgement in determining whether a sale is highly
probable at 31 March 2023 and as such whether non-current assets are
classified as held for sale at the balance sheet date. Management has
determined that these criteria did not apply to any non-current assets at
31 March 2023.
Expected credit losses
The allowance for expected credit losses (ECL) in note 19 is calculated on a
customer-by-customer basis, using a combination of internally and externally
sourced information, including expected future default levels and future
predicted cash collection levels.
Key judgements
Management has applied judgement when setting expectations, these are
derived from past defaults/trends and future projections.
3 Segment reporting
The Group is organised into two, separately managed, business segments
– CTP and Aerospace. 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 CTP segment supplies value-adding engineered solutions for the life
science, optical and precision component industries. 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 costs relate to the cost of running the Group, plc and
non-trading companies.
The LED Technologies segment presented as a discontinued operation in the
prior year 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. See note 4.
Transfer pricing between business segments is set on an arm’s length basis.
Segmental revenues and results presented are after the elimination of
transfers between business segments. Those transfers are eliminated on
consolidation.
Corporate governance
Financial statements
Additional information
Strategic report
129
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
3 Segment reporting
continued
Analysis by business segment
The segment results for the year ended 31 March 2023 were as follows:
CTP
Aerospace
Central
Group
(continuing)
(continuing)
(continuing)
total
£000
£000
£000
£000
Consolidated income statement
External revenue
136,814
6,631
143,445
External expenses
(129,493)
(5,111)
(2,902)
(137,506)
Underlying operating profit/(loss)
7,321
1,520
(2,902)
5,939
Exceptional operating items
(2,752)
(1,958)
(4,710)
Operating profit/(loss)
4,569
1,520
(4,860)
1,229
Net finance expense
(3,749)
Income tax expense
(1,437)
Loss for the period
(3,957)
Consolidated statement of financial position
Segment assets
114,231
5,886
2,555
122,672
Segment liabilities
(40,000)
(1,198)
(69,868)
(111,066)
Net assets/(liabilities)
74,231
4,688
(67,313)
11,606
Other segmental information
Capital expenditure on property, plant and equipment
5,474
287
49
5,810
Capital expenditure on computer software
36
36
Capital expenditure on other intangibles
68
68
Depreciation
7,516
223
76
7,815
Impairment of property, plant and equipment
783
783
Amortisation of computer software
43
101
144
Amortisation of other intangibles
67
67
Impairment of intangible fixed assets
208
208
Corporate governance
Financial statements
Additional information
Strategic report
130
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
3 Segment reporting
continued
Analysis by business segment
continued
The segment results for the year ended 31 March 2022 were as follows:
Total
LED
CTP
Aerospace
Central
(continuing
Technologies
Group
(continuing)
(continuing)
(continuing)
operations)
(discontinued)
total
£000
£000
£000
£000
£000
£000
Consolidated income statement
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-19-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/(liabilities)
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
Corporate governance
Financial statements
Additional information
Strategic report
131
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
3 Segment reporting
continued
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. The geographical analysis was as follows:
Net segment
Expenditure on tangible
External revenue
(liabilities)/assets
and intangible fixed assets
2023
2022
2023
2022
2023
2022
£000
£000
£000
£000
£000
£000
United Kingdom
14,157
12,632
(40,329)
(29,367)
1,923
1,651
North America
70,955
65,296
27,909
27,267
3,204
6,918
Rest of world
58,333
50,648
24,026
26,516
787
1,274
143,445
128,576
11,606
24,416
5,914
9,843
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 £34.493 million (2022: net liabilities
of £25.979 million), and net borrowings of £31.250 million (2022: £36.134 million).
One CTP customer accounted for 28.4% (2022: 37.8%) and another customer for 10.5% (2022: 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 £0.283 million (2022: £0.952 million), North America £0.800 million (2022:
£0.288 million), rest of world £0.102 million (2022: £0.163 million).
Total non-current assets by geographical location are as follows: United Kingdom £22.569 million (2022: £24.159 million), North America £28.839 million
(2022: £28.142 million), rest of world £18.561 million (2022: £18.895 million).
4 Discontinued operation
There were no new discontinued operations in the twelve months ended 31 March 2023 or in the prior year comparative. Prior year proceeds were in respect
to amounts received from the administrators of Wipac Ltd which was part of the former LED Technologies segment, classified as discontinued in the year to
31 March 2020. Management does not expect to receive any further proceeds from the administrators of Wipac Ltd.
Corporate governance
Financial statements
Additional information
Strategic report
132
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
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
Right-of-use assets related to leased properties and plant and equipment are presented as property, plant and equipment (see note 16).
Land and buildings
Plant and equipment
Total
£000
£000
£000
Balance at 1 April 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
Depreciation charge for the year
(1,712)
(1,105)
(2,817)
Additions to right-of-use assets
668
2,801
3,469
Assets transferred to right-of-use assets from owned
property, plant and equipment
372
372
Derecognition of right-of-use assets
(233)
(233)
Impairment to right-of-use assets
(485)
(485)
Effect of movements in foreign exchange
192
240
432
Balance at 31 March 2023
6,207
6,244
12,451
£0.4 million has been transferred from owned property, plant and equipment into right-of-use assets at net book value. This relates to the Tucson property
that was subject to a sale and leaseback arrangement in the period, see note 21. Additions to right-of-use assets in the prior period included £1.410 million in
respect of sale and leaseback plant and equipment.
Since the year end, management has made the decision to sell certain of their fixed assets that are no longer needed in the business. A £0.5 million
impairment charge has been recognised in the income statement in the year to 31 March 2023 to write the assets down to management’s best estimate of fair
value less costs of disposal, see note 16 for further information. This impairment related to the notice received from a leading global OEM CTP customer in
December 2022 that they would not be proceeding into the production phase of a project, which was deemed by management to be an event that might be
an indicator of impairment at 31 March 2023. An impairment review was undertaken, with final settlement providing evidence that impairment existed.
The impairment charge has been disclosed as exceptional in the consolidated income statement, see note 9.
ii) Lease liabilities
Lease liabilities have been presented as loans and borrowings (see note 22).
Corporate governance
Financial statements
Additional information
Strategic report
133
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
5 Leases
continued
Amounts recognised in the income statement
2023
2022
£000
£000
Interest on lease liabilities
674
527
Expenses relating to short-term leases
17
13
Depreciation and impairment expense on leases
3,302
2,282
Amounts recognised in the consolidated statement of cash flows
2023
2022
£000
£000
Total cash outflow for leases
4,795
3,736
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
£2.3 million (2022: £1.3 million).
Corporate governance
Financial statements
Additional information
Strategic report
134
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
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) CTP segment:
The CTP segment supplies value-adding engineered solutions for the life science, optical and precision component industries. CTP revenues comprise two
typical project types: manufacturing solutions and design and engineering (tooling).
Manufacturing Solutions
The majority of the CTP 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.
Design & Engineering
The CTP business also designs, builds and validates injection moulding tools for customers. Depending on the contract, each of these three elements of the
design and engineering 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 design and engineering process.
The majority of design and engineering 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 CTP contracts include both design and engineering and manufacturing solutions performance obligations. In most cases transaction price is as per the
contracted agreement. There is no significant variable consideration.
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
CTP
CTP
Aerospace
Aerospace
Group
total
Group total
2023
2022
2023
2022
2023
2022
£000
£000
£000
£000
£000
£000
Major products/service lines
Manufacturing Solutions
116,737
98,734
6,631
4,707
123,368
103,441
Tooling – Design & Engineering
20,077
25,135
20,077
25,135
136,814
123,869
6,631
4,707
143,445
128,576
Timing of revenue recognition
Products transferred at a point in time
117,038
98,872
6,631
4,707
123,669
103,579
Products and services transferred over time
19,776
24,997
19,776
24,997
136,814
123,869
6,631
4,707
143,445
128,576
Refer to note 3 for information on reliance on major customers.
Corporate governance
Financial statements
Additional information
Strategic report
135
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
6 Revenue from contracts with customers
continued
c) Contract balances
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers.
2023
2022
£000
£000
Trade receivables (see note 19)
16,775
14,792
Contract assets (see note 18)
5,763
7,700
Contract liabilities
(4,689)
(6,854)
17,849
15,638
The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the reporting date on its design and engineering
contracts in the CTP division.
The contract liabilities relate to the advance consideration received from customers before the related revenue has been recognised; this applies to design
and engineering contracts in the CTP division.
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:
2023
2022
£000
£000
Revenue recognised
6,563
6,138
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
2024
2025
2026
£000
£000
£000
Design and engineering – CTP
3,020
804
21
e) Significant payment terms
Design and Engineering contracts are invariably billed in several clearly identifiable stages, with standard payment terms being either 30 or 60 days.
Typically, these are linked to key milestones being design, build and validate.
Billing of Manufacturing product is typically on completion of particular production batches. Credit terms are usually negotiated between 30 and 60 days.
Only pre-specified conditions would confer any right to the customer to return the product for a refund.
Corporate governance
Financial statements
Additional information
Strategic report
136
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
7 Operating profit
Operating profit from continuing operations is arrived at as follows:
2023
2022
£000
£000
Revenue
143,445
128,576
Decrease/(increase) in stocks of finished goods and work in progress
618
(924)
Raw materials and consumables
68,230
59,629
Personnel expenses (see note 8)
40,709
34,971
Impairment loss on trade and other receivables, including contract assets
40
2
Amortisation of intangible assets
211
203
Depreciation of property, plant and equipment
7,815
6,825
Auditor’s remuneration:
Fees payable to the Company’s auditor for the audit of the Company’s annual accounts
204
163
Fees payable to the Company’s auditor for overruns in respect to the prior year
50
Fees payable to the Company’s auditor and its associates for other services:
The audit of the Company’s subsidiaries, pursuant to legislation
121
87
Audit-related assurance services
39
35
Total auditor’s remuneration
414
285
Exceptional items: (see note 9)
Rationalisation costs
3,404
133
Costs arising from cancellation of future supply agreement
877
Doubtful debt and related inventory provision
896
Costs in respect to legacy claims
302
Credit arising on the disposal of surplus properties
(769)
Past service credit in respect of retirement benefits
(854)
Total exceptional items
4,710
(721)
COVID-19-related US government grant income
(2,087)
Foreign exchange (gains)/losses
(919)
217
Pension scheme administration costs
1,242
1,000
Other operating charges
1
19,146
20,272
142,216
119,672
Operating profit
1,229
8,904
1.
Other operating charges includes other general costs relating to running the business, for example; power, computer charges, insurance, repairs and maintenance etc.
Corporate governance
Financial statements
Additional information
Strategic report
137
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
7 Operating profit
continued
Exceptional rationalisation costs include £0.2 million (2022: £0.2 million) of pension scheme administration costs and £0.4 million net realisable inventory
provisions. Exceptional costs arising from cancellation of a future supply agreement includes £0.3 million of net realisable inventory provision. Exceptional
doubtful debt provision amounts to £0.6 million with related net realisable inventory provision of £0.3 million.
8 Personnel expenses
2023
2022
£000
£000
Wages and salaries
35,272
29,941
Social security contributions
4,097
3,712
Charge in respect of defined contribution pension plans
934
847
Charge in respect of other pension plans
462
400
Share-based payments (see note 27)
(56)
71
40,709
34,971
Exceptional credit regarding past service costs (see notes 9 and 24)
(854)
40,709
34,117
Redundancy costs of £0.9 million (2022: £nil) and £0.2 million of other personnel costs (2022: £nil) are excluded from the above analysis and are included
within exceptional items as set out in note 9.
Directors’ remuneration and emoluments, which are included in this analysis, are described in the Directors’ remuneration report on pages 76 to 96.
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 Group recognised net income of £0.1 million in the consolidated income statement in the year to 31 March 2023 (2022: £0.1 million expense) for
share-based payments. As well as adjusting for awards forfeited by leavers, the cumulative charge recognised over the vesting period required adjustment to
reflect the recalculated fair value of cash-settled share-based payments, and assessment of likely vesting for awards subject to non-market-based vesting
conditions at each reporting date. At 31 March 2023, a portion of the charge previously recognised on outstanding options with a non-market-based vesting
condition has been reversed as these are not expected to vest.
The average monthly number of persons employed by the Group during the year was as follows:
2023
2022
Number of
Number of
employees
employees
By segment
Central
20
18
CTP
1,036
993
Aerospace
60
51
1,116
1,062
By geographic location
United Kingdom
341
332
North America
368
384
Rest of world
407
346
1,116
1,062
Corporate governance
Financial statements
Additional information
Strategic report
138
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
9 Exceptional items
2023
2022
£000
£000
Continuing operations
Rationalisation costs
(3,404)
(133)
Costs arising from cancellation of future supply agreement
(877)
Doubtful debt and related inventory provision
(896)
Costs in respect to legacy claims
(302)
Credit arising on the disposal of surplus properties
769
Past service credit in respect of retirement benefits
854
(4,710)
721
Discontinued operations
Profit on disposal of discontinued operations
693
(4,710)
1,414
Rationalisation costs from continuing operations during the period relate to the restructuring and refinancing of the Group. These include £1.4 million
employee and other related costs in respect to restructuring of the Central and CTP divisions, £1.0 million impairment costs relating to manufacturing footprint
rationalisation (inventory £0.4 million, fixed assets £0.3 million, intangible assets £0.2 million and an onerous lease provision £0.2 million), £0.7 million legal and
professional costs relating to refinancing and £0.2 million exceptional pension scheme administration costs incurred to ensure successful refinancing with the
Group’s principal bank and Group pension scheme. Prior year costs were £0.2 million exceptional pension scheme administration costs, £0.1 million consultant
fees and a £0.1 million credit being the release of accruals in respect to legal and professional costs.
On 30 May 2023, the Group signed a full and final settlement agreement with a leading global OEM customer. Due to a contraction in the end-market demand
for COVID-19 testing, they would not be proceeding into the production phase of the project, see note 34. Receiving notice in December 2022 was deemed
by management to be an event that might be an indicator of impairment at 31 March 2023. An impairment review was undertaken, with final settlement
providing evidence that impairment existed. As a result, the Group has recognised a £0.9 million impairment for: a £0.3 million inventory provision, £0.5 million
fixed asset impairment and £0.1 million other costs in the income statement in the year to 31 March 2023. The Group expects to recognise an exceptional gain
in the income statement to 31 March 2024 of approximately £0.6 million.
In March 2023, a customer of the CTP division, in the USA, provided notice that it would be ceasing to operate. A £0.6 million provision has been made for the
debt outstanding at year end less any amounts expected to be recovered through credit insurance, and a £0.3 million provision for inventory purchased
specifically for that customer.
A provision has been recognised in the current year for £0.3 million (2022: £nil), in respect to health-related legacy claims, see note 25.
The credit arising on the disposal of surplus properties in the year is the profit arising on the sale and leaseback arrangement of the CTP manufacturing site at
Tucson, Arizona, USA, see note 21.
Corporate governance
Financial statements
Additional information
Strategic report
139
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
9 Exceptional items
continued
The gain in respect of retirement benefits in the prior year is a past service credit for the impact of introducing a Pension Increase Exchange option to
members. See note 24 for more information.
The prior year profit on disposal of discontinued operations of £0.7 million was proceeds received in that year from the administrators of Wipac Limited.
See note 4.
10 Government support for COVID-19
In April 2020, the Group received a loan under the Paycheck Protection Program, underwritten by the US government in support of COVID-19 for $2.9 million.
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.
The credit recognised in respect to the COVID-19-related government grant was presented separately on the face of the consolidated income statement for
the year ended 31 March 2022 for clarity.
11 Finance revenue and expense
2023
2022
£000
£000
Finance revenue comprises:
Interest receivable on cash and cash deposits
218
77
Finance revenue
218
77
Finance expense comprises:
Interest payable on bank loans and overdrafts
(2,569)
(1,794)
Lease interest
(674)
(527)
Other interest
(59)
(18)
Interest on the net defined benefit pension liability
(665)
(727)
Finance expense
(3,967)
(3,066)
Corporate governance
Financial statements
Additional information
Strategic report
140
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
12 Income tax expense
The expense recognised in the consolidated income statement comprises:
2023
2022
£000
£000
United Kingdom corporation tax:
Adjustments for prior years
(18)
(14)
Overseas taxation:
Current tax
(1,462)
(1,266)
Adjustments for prior years
110
(190)
Total current tax net expense
(1,370)
(1,470)
Deferred tax expense
Origination and reversal of temporary differences:
Deferred tax
(20)
629
Adjustments for prior years
17
32
Rate change
(64)
Total deferred tax (charge)/credit – see note 23
(67)
661
Total income tax expense recognised in the consolidated income statement
(1,437)
(809)
Corporate governance
Financial statements
Additional information
Strategic report
141
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
12 Income tax expense
continued
Reconciliation of tax expense for the year
The Group has reported an effective tax rate for the period of (57.0%) which is significantly below the standard rate of UK corporation tax of 19%.
The differences are explained as follows:
2023
2022
£000
%
£000
%
(Loss)/profit before tax
(2,520)
6,608
Income tax using standard rate of UK corporation tax of 19% (2022: 19%)
(479)
19.0
1,256
19.0
Expenses not deductible for tax purposes
128
(5.1)
267
4.0
R&D tax relief
(22)
(0.3)
Income not taxable
(125)
5.0
(603)
(9.1)
Adjustments in respect of overseas tax rates
155
(6.2)
273
4.1
Derecognition/(recognition) of deferred tax asset previously recognised/unrecognised
669
(26.5)
(657)
(9.9)
Unprovided deferred tax movement
982
(39.0)
(412)
(6.2)
Adjustment to current tax in respect of prior periods (UK and overseas)
(92)
3.7
204
3.1
Adjustments to deferred tax in respect of prior periods (UK and overseas)
(17)
0.7
(32)
(0.5)
Foreign taxes expensed in the UK
210
(8.3)
535
8.1
Rate change on deferred tax
64
(2.5)
Foreign exchange currency loss
(58)
2.3
Total income tax expense
1,437
(57.0)
809
12.2
Tax on items charged outside of the consolidated income statement:
2023
2022
£000
£000
Recognised in other comprehensive income:
Foreign exchange movements
190
127
Total income tax charged to other comprehensive income
190
127
Corporate governance
Financial statements
Additional information
Strategic report
142
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
13 (Loss)/earnings per share
The calculation of basic earnings per share is based on the (loss)/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 (loss)/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:
2023
2022
£000
£000
(Loss)/profit after tax but before profit on discontinued operations
(3,957)
5,106
Profit attributable to non-controlling interests
(Loss)/profit attributable to ordinary shareholders from continuing operations
(3,957)
5,106
Profit on discontinued operations, net of tax
693
(Loss)/profit after tax, attributable to equity holders of the parent
(3,957)
5,799
2023
2022
Shares
Shares
Weighted average number of ordinary shares in the year
73,419,193
73,419,193
Effect of share options in issue
15,974
324,977
Weighted average number of ordinary shares (diluted) in the year
73,435,167
73,744,170
None of the awards outstanding under the performance share plan are expected to vest at 31 March 2023. As these potential ordinary shares are anti dilutive
at 31 March 2023, they have not been included in the calculation of dilutive earnings per share.
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.
Corporate governance
Financial statements
Additional information
Strategic report
143
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
13 Earnings per share
continued
The following table reconciles the Group’s (loss)/profit to underlying profit used in the numerator in calculating underlying earnings per share:
2023
2022
£000
£000
(Loss)/profit after tax, attributable to equity holders of the parent
(3,957)
5,799
Continuing operations:
Exceptional – Rationalisation and restructuring costs, net of tax
3,070
133
Exceptional – Costs arising from cancellation of future supply agreement, net of tax
752
Exceptional – Doubtful debt and related inventory provision, net of tax
673
Exceptional – Costs in respect to legacy claims, net of tax
302
Exceptional – Credit arising on the disposal of surplus properties, net of tax
(578)
Exceptional – Gain in respect of retirement benefits, net of tax
(854)
COVID-19-related US government grant income, net of tax
(2,087)
Discontinued operations:
Exceptional – Gain on disposal of discontinued operations, net of tax
(693)
Underlying profit attributable to equity holders of the parent
262
2,298
COVID-19-related US government grant income, net of tax
2,087
Profit after tax but before exceptional items, attributable to equity holders of the parent
262
4,385
Underlying operating profit – continuing operations
5,939
6,096
Finance revenue – continuing operations
218
77
Finance expense – continuing operations
(3,967)
(3,066)
Income tax expense – continuing operations
(1,928)
(809)
Underlying profit attributable to equity holders of the parent – continuing operations
262
2,298
COVID-19-related US government grant income, net of tax
2,087
Profit after tax but before exceptional items – continuing operations
262
4,385
Corporate governance
Financial statements
Additional information
Strategic report
144
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
13 Earnings per share
continued
The following table summarises the earnings per share figures based on the above data:
2023
2022
Pence
Pence
Basic (loss)/earnings per share – continuing operations
(5.4)
7.0
Basic (loss)/earnings per share – discontinued operations
0.9
Basic (loss)/earnings per share
(5.4)
7.9
Diluted (loss)/earnings per share – continuing operations
(5.4)
6.9
Diluted (loss)/earnings per share – discontinued operations
0.9
Diluted (loss)/earnings per share
(5.4)
7.9
Underlying earnings per share – basic – continuing operations
0.4
3.1
Underlying earnings per share – basic – discontinued operations
Underlying earnings per share – basic
0.4
3.1
Underlying earnings per share – diluted – continuing operations
0.4
3.1
Underlying earnings per share – diluted – discontinued operations
Underlying earnings per share – diluted
0.4
3.1
Earnings per share before exceptional items – basic – continuing operations
0.4
6.0
Earnings per share before exceptional items – basic – discontinued operations
Earnings per share before exceptional items – basic
0.4
6.0
Earnings per share before exceptional items – diluted – continuing operations
0.4
6.0
Earnings per share before exceptional items – diluted – discontinued operations
Earnings per share before exceptional items – diluted
0.4
6.0
14 Dividends paid and proposed
The Directors are not proposing a final dividend for the year ended 31 March 2023 (2022: £nil). Under the terms of the amended and restated bank facilities
agreement, the Group is not permitted to make a dividend payment to shareholders up to the period ending June 2025.
Corporate governance
Financial statements
Additional information
Strategic report
145
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
15 Intangible assets
Patents and
Customer-
development
related
Computer
Goodwill
costs
intangibles
software
Total
£000
£000
£000
£000
£000
Cost
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
Additions
68
36
104
Disposals
(14)
(14)
Effect of movements in foreign exchange
1,005
35
31
1,071
Balance at 31 March 2023
24,099
16,802
588
1,952
43,441
Amortisation
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
Amortisation for the year
6
61
144
211
Impairment
208
208
Effect of movements in foreign exchange
(41)
17
17
(7)
Balance at 31 March 2023
1,089
16,740
588
1,561
19,978
Carrying amounts
At 1 April 2021
21,065
292
491
21,848
At 31 March 2022
21,964
251
499
22,714
At 31 March 2023
23,010
62
391
23,463
The Group has incurred research and development costs of £0.2 million (2022: £0.2 million) which have been included within operating expenses in the
consolidated income statement.
The decision by the Directors of the Group to proceed with a plan of rationalisation of the USA manufacturing footprint led to an impairment review of certain
of the site assets. A customer-related intangible asset which was recognised on acquisition of one of the USA sites was reviewed as part of this exercise, and as
the Group now has minimal trading with the customers to which it related, the carrying amount has been fully impaired and recognised as an exceptional item,
see note 9.
Corporate governance
Financial statements
Additional information
Strategic report
146
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
15 Intangible assets
continued
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 2023 and 31 March 2022 is allocated wholly to the CTP cash generating unit as follows:
2023
2022
£000
£000
CTP
23,010
21,964
At 31 March 2023, the recoverable amount of the CTP 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 2.0% and 4.1% (2022: 2.3% and 4.2%) depending upon the
market served.
The cash flows were discounted at pre-tax rates in the range 9.3%-10.4% (2022: 6.1%-8.7%). 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 5.5% (2022: 6.6%) increase in the discount rate, increasing the range to 14.8%-15.9% (2022: 12.7%-15.3%), or a 28.8%
(2022: 45.0%) decrease in underlying EBIT would reduce the headroom on the CTP 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.
Corporate governance
Financial statements
Additional information
Strategic report
147
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
16 Property, plant and equipment
Land and
Plant and
buildings
equipment
Total
£000
£000
£000
Cost
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
Additions
1,662
4,148
5,810
Disposals
(1,483)
(1,483)
Reclassification to assets held for sale
(153)
(153)
Effect of movements in foreign exchange
1,709
1,840
3,549
Balance at 31 March 2023
46,141
76,632
122,773
Depreciation and impairment losses
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
Depreciation charge for the year
3,596
4,219
7,815
Disposals
(999)
(999)
Reclassification to assets held for sale
(89)
(89)
Impairment
783
783
Effect of movements in foreign exchange
704
1,152
1,856
Balance at 31 March 2023
20,674
56,778
77,452
Carrying amounts
At 1 April 2021
23,598
19,620
43,218
At 31 March 2022
26,460
20,504
46,964
At 31 March 2023
25,467
19,854
45,321
Corporate governance
Financial statements
Additional information
Strategic report
148
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
16 Property, plant and equipment
continued
At 31 March 2023, properties with a carrying amount of £2.6 million were subject to a registered charge in favour of the Group pension scheme
(2022: £2.7 million) capped at £5.1 million.
Property, plant and equipment includes right-of-use assets as set out in note 5.
A further £0.1 million net carrying value was reclassified from land and buildings to assets held for sale as set out in note 21 (2022: £0.3 million).
Receiving notice from a leading global OEM CTP customer in December 2022 that they would not be proceeding into the production phase of a project was
deemed by management to be an event that might be an indicator of impairment at 31 March 2023. An impairment review was undertaken, with final
settlement providing evidence that impairment existed. The Directors have undertaken an exercise to determine the recoverable amount of assets that were
earmarked for use on this project where recoverable amount is the higher of value in use and fair value less costs of disposal. Whilst the significant proportion
of fixed assets at 31 March 2023 will be repurposed within the business, there are a number of machines which management has decided to sell. As a result, an
impairment charge of £0.485 million has been recognised in the year ended 31 March 2023 and has been disclosed as an exceptional item in the consolidated
income statement, see note 9, being the difference between net book value at year end and fair value less costs of disposal.
The decision by the Directors of the Group to proceed with a plan of rationalisation of the CTP USA manufacturing footprint led to an impairment review of the
site’s assets. Whilst a number of the assets will be repurposed within the Group and are supported by the value in use calculations of the CTP division, there are
a number of assets that have been identified that will be disposed of. These assets have been impaired to fair value less costs to dispose, resulting in an
impairment charge of £0.299 million, recognised as an exceptional item, see note 9. Refer to note 15 for details of cash flows and assumptions used in value in
use calculations.
FVLCD valuation uses an estimate of the value which would be expected to be received from a third party in a sale of the asset, net of estimated sale costs.
This valuation is a level 3 measurement which is based on inputs which are normally unobservable to market participants, including offers received and
management’s experience of selling similar assets.
17 Inventories
2023
2022
£000
£000
Raw materials and consumables
9,213
9,460
Work in progress
620
329
Finished goods
5,370
7,198
15,203
16,987
The value of inventories is stated after impairment for obsolescence and write downs to net realisable value of £1.843 million (2022: £0.858 million). In the year
to 31 March 2023, the Group has recognised £0.919 million of the total £1.8 million net realisable value provision within exceptional items, see note 9.
18 Contract assets
2023
2022
£000
£000
Contract assets – see note 6
5,763
7,700
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 would be clearly immaterial
(2022: immaterial).
Against an opening contract asset balance of £7.7 million at 31 March 2022, invoicing of £7.5 million during the year to 31 March 2023 indicates that the contract
asset has been largely recovered during the period.
Corporate governance
Financial statements
Additional information
Strategic report
149
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
19 Trade and other receivables
2023
2022
£000
£000
Amounts due within one year
Trade receivables
17,512
14,836
Less impairment provisions
(737)
(44)
16,775
14,792
Prepayments
3,010
2,454
Other debtors
1,598
2,456
Trade and other receivables – due within one year
21,383
19,702
Amounts due after one year
Other debtors and prepayments
115
Trade and other receivables – due after one year
115
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 the economic climate on credit risk.
A customer of the CTP division provided notice during the year to 31 March 2023 that it would be ceasing to operate and, due to its size, a provision has been
recognised and disclosed as an exceptional cost of £0.6 million in the consolidated income statement, see note 9.
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 2023 was determined as follows for trade receivables:
2023
2022
Gross carrying
Loss
Expected
Gross carrying
Loss
Expected
amount
allowance
loss rate
amount
allowance
loss rate
£000
£000
%
£000
£000
%
Not past due
14,614
0.0%
13,626
0.0%
Past due 0 – 30 days
1,730
0.0%
1,090
0.0%
Past due 31 – 60 days
497
218
43.9%
55
0.0%
Past due 61 – 120 days
574
422
73.5%
21
0.0%
More than 120 days
97
97
100.0%
44
44
100.0%
17,512
737
4.2%
14,836
44
0.3%
Corporate governance
Financial statements
Additional information
Strategic report
150
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
19 Trade and other receivables
continued
The movement in the allowance for impairment in respect of trade receivables and contract assets during the period was as follows:
2023
2022
£000
£000
Balance at 1 April
44
16
Amounts written off
(149)
(2)
Net measurement of loss allowance
842
30
Balance at 31 March
737
44
20 Cash and cash deposits
2023
2022
£000
£000
Cash at bank and in hand
10,354
12,347
At 31 March 2023, Carclo plc’s overdraft of £6.5 million (2022: £2.4 million) has been recognised within cash and cash deposits when consolidated due to a
right of set-off under a UK net overdraft arrangement.
At 31 March 2023 there is £0.1 million cash on deposit with a maturity of less than 90 days from 31 March 2023.
21 Non-current assets classified as held for sale
2023
2022
£000
£000
Land and buildings held for sale at 1 April
266
Additions
64
266
Effect of movements in foreign exchange
30
Disposals
(360)
Net assets held for sale at 31 March
266
On 11 July 2022, the Group finalised a sale and leaseback arrangement of a CTP manufacturing site at Tucson, Arizona, USA for agreed consideration of
$2.95 million less costs of $0.155 million (£2.351 million net). A lease term of eight years and four months was agreed and grants the Group the right to cancel
any time after 1 October 2025, provided twelve months’ notice is given. At 31 March 2023, there is no reasonable certainty that the Group will exercise the
break clause.
The total net book value of the property amounted to £0.7 million at the date of disposal, however only the proportion relating to the disposed useful
economic life was classified as held for sale (£0.4 million) prior to disposal. The balance of £0.4 million that relates to the right-of-use asset remained in owned
property, plant and equipment until completion, when it was transferred into right-of-use assets. The profit on the portion relating to the disposed useful
economic life amounted to £0.8 million and has been classified as exceptional income in the consolidated income statement, see note 9.
Corporate governance
Financial statements
Additional information
Strategic report
151
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
22 Loans and borrowings
2023
2022
£000
£000
Current
Bank loans:
Term loan
1,224
1,331
Lease liabilities:
Land and buildings
2,243
988
Plant and equipment
1,464
559
Other loans:
Other
115
70
5,046
2,948
Non-current
Bank loans repayable between one and two years:
Term loan
2,049
28,929
Revolving credit facility
3,500
Bank loans repayable between two and five years:
Term loan
25,677
Revolving credit facility
3,500
Lease liabilities:
Land and buildings
4,941
5,957
Plant and equipment
3,222
3,366
Other loans:
Other loans repayable between one and two years
164
43
Other loans repayable between two and five years
115
9
39,668
41,804
Total loans and borrowings
44,714
44,752
The UK Group companies are part of a 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 UK bank base rates. At 31 March 2023, Carclo plc’s overdraft of £6.5 million (2022: £2.4 million) has been recognised
within cash and cash deposits when consolidated due to a right of set-off within the net overdraft facility.
Corporate governance
Financial statements
Additional information
Strategic report
152
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
22 Loans and borrowings
continued
On 2 September 2022, the Group successfully refinanced with the Company’s lending bank, concluding its first amendment and restatement agreement
relating to the multi-currency term and revolving facilities agreement dated 14 August 2020. The debt facilities available to the Group at 31 March 2023
comprise a term loan of £29.3 million (31 March 2022: £30.3 million), of which £0.7 million will be amortised by 30 September 2023, a further £0.7 million by
31 March 2024, £2.2 million by 31 March 2025 and a final repayment of £0.6 million in May 2025 before the balance becomes payable by the termination date,
30 June 2025.
At 31 March 2023, the term loans are denominated as follows: sterling 14.2 million, US dollar 13.3 million and euro 4.9 million. The facility also includes a
£3.5 million (2022: £3.5 million) revolving credit facility, denominated in sterling, maturing 30 June 2025.
An arrangement fee of £0.5 million became payable upon completion of the September 2022 refinancing and is being settled quarterly in equal instalments
by the Company; £0.3 million remains payable at 31 March 2023. The £0.5 million arrangement fee has been deducted from the carrying value of the term
loan and is being amortised over a 34-month period; £0.1 million was amortised in the period ending 31 March 2023.
Whilst Carclo plc is required, per the agreement, to prepay borrowings of amounts equal to excess cash arising from disposal, intercompany and insurance
proceeds, the proceeds received from the sale and leaseback of its Tucson property were instead consented to by the bank for reinvestment in capital growth
rather than prepayment. During the prior 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.
Bank loans incur interest at between 2.5% and 4.5% above prevailing bank reference rates.
The bank facilities are subject to four covenant tests. Following a review of the Group’s three-year plan up to March 2026 and in support of the Group’s
renewed business strategy, the bank agreed in writing to the Group’s request to amend the interest cover covenant to June 2025 and to an adjustment to the
net debt to underlying EBITDA covenant to December 2023. The quarterly covenants to be tested are:
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 each year up to and including 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 CTP and Aerospace segments based on an EBITDA multiple for those businesses which is
determined annually. This test will be completed on these audited financial statements and management expect this covenant to be met.
Following a review of forecasts for the remainder of 2022/23 and the Budget for 2023/24 the bank agreed adjustments to the Group’s interest cover covenant
for both the December 2022 and March 2023 testing points.
The Group has complied with the financial covenants of its borrowing facilities during the financial reporting period.
Under the terms of the first amendment and restatement agreement, the Group is not permitted to make a dividend payment to the shareholders of Carclo
plc up to the period ending in June 2025.
Bank loans include £32.5 million (2022: £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.
Security is granted by certain Group companies to the bank such that at 31 March 2023 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 £235.8 million (2022: £248.2 million). Excluding the assets which eliminate in the Group upon consolidation, the value
of the security was £32.6 million (2022: £31.1 million).
Corporate governance
Financial statements
Additional information
Strategic report
153
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
22 Loans and borrowings
continued
Reconciliation of movements of liabilities to cash flows arising from financing activities
Government
Term
COVID-19
Revolving
Lease
Other
loan
support loans
credit facility
liabilities
loans
Total
£000
£000
£000
£000
£000
£000
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
Changes from financing cash flows
Drawings on new facilities
359
359
Transaction costs associated with the issue of debt
(500)
(500)
Repayment of borrowings
(1,800)
(4,328)
(102)
(6,230)
(2,300)
(4,328)
257
(6,371)
Effect of changes in foreign exchange rates
818
373
15
1,206
Liability-related other changes
Drawings on new facilities
4,955
4,955
Interest expense – presented within exceptional items
69
69
Interest expense – presented within finance expense
103
103
172
4,955
5,127
Equity-related other changes
Balance at 31 March 2023
28,950
3,500
11,870
394
44,714
Corporate governance
Financial statements
Additional information
Strategic report
154
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
23 Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
2023
2022
£000
£000
Assets:
Property, plant and equipment
282
283
Short-term timing differences
727
250
Tax losses
176
870
Deferred tax assets
1,185
1,403
Liabilities:
Intangible assets
(2,504)
(2,622)
Property, plant and equipment
(1,991)
(1,546)
Short-term timing differences
(74)
(317)
Foreign tax on undistributed foreign profits
(348)
(393)
Deferred tax liabilities
(4,917)
(4,878)
Net deferred tax liability
(3,732)
(3,475)
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
2023
2022
£000
£000
Tax losses – trading
5,531
3,770
Tax losses – capital
52
50
Tax losses – non-trading
1,658
1,494
Property, plant and equipment
2,514
2,185
Short-term timing differences
9
12
Employee benefits
8,624
6,333
18,388
13,844
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 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. A deferred tax charge of £0.7 million has been booked in the income statement at 31 March 2023 as,
following rationalisation, latest approved business plans and profitability levels therein for the UK Group cannot support an asset in the medium term,
hence the asset on trading losses has been derecognised.
Corporate governance
Financial statements
Additional information
Strategic report
155
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
23 Deferred tax assets and liabilities
continued
Unrecognised deferred tax assets
continued
Capital losses will be recognised at the point when a transaction gives rise to an offsettable capital gain; this was not the case at 31 March 2023.
Similarly, non-trading losses will only be utilised against future non-trading profits. No such non-trading profits are foreseen at 31 March 2023.
£0.1 million of the tax losses recognised at 31 March 2023 (2022: £0.2 million) are time restricted to five years, the remainder are available to carry forward
without time restriction.
At 31 March 2023, £0.3 million of deferred tax liabilities were recognised for taxes that would be deductible on the unremitted earnings of the Group’s
overseas subsidiary undertakings (2022: £0.4 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
(2022: £0.4 million).
Deferred tax assets and liabilities at 31 March 2023 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. Deferred tax on future UK balances will be calculated based on this rate. Overseas taxes are calculated at the rates prevailing
in the respective jurisdictions.
Reconciliation of movement in net recognised deferred tax liabilities
Balance
Balance
as at
Recognised
Recognised
as at
1 April 22
in income
in equity
31 March 23
£000
£000
£000
£000
Property, plant and equipment
(1,263)
(359)
(87)
(1,709)
Intangible assets
(2,622)
202
(84)
(2,504)
Short-term timing differences
(67)
736
(16)
653
Tax losses
870
(691)
(3)
176
Foreign tax on undistributed foreign profits
(393)
45
(348)
(3,475)
(67)
(190)
(3,732)
Balance
Balance
as at
Recognised
Recognised
as at
1 April 21
in income
in equity
31 March 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)
Corporate governance
Financial statements
Additional information
Strategic report
156
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
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
2,561 current and past employees as at 31 March 2023.
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 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. 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 the defined contribution section of the 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 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 2021 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. The 31 March 2021 actuarial valuation showed a deficit of £82.8 million. Under the recovery plan
agreed with the trustees following the 2021 valuation, the Group agreed that it would aim to eliminate the deficit, over a period of 18 years and 7 months
starting from the valuation date and continuing until 31 October 2039, by the payment of annual contributions combined with the assumed asset returns in
excess of gilt yields. Contributions paid in respect of the year to 31 March 2022 amounted to £3.9 million, £3.85 million in respect of the year to 31 March 2023
and are agreed as £3.5 million annually thereafter, plus additional contributions of 25% of any surplus of 2023/24 underlying EBITDA over £18.0 million payable
from 30 June 2024 to 31 May 2025, extending to 26% of any 2024/25 surplus payable from 30 June 2025 to 31 May 2026. These contributions include an
allowance in respect of the expenses of running the Scheme and the Pension Protection Fund (“PPF”) levy of £1.2 million in the year to 31 March 2022,
£0.85 million in years ending 31 March 2023, 2024 and 2025 and £0.6 million in the year to 31 March 2026 and beyond.
At each triennial valuation, the schedule of contributions is reviewed and reconsidered between the employer and the trustees; the next review being no later
than by 31 July 2025, after the results of the 31 March 2024 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 2023 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 £240.9 million (2022: £248.2 million). Excluding the assets which
eliminate in the Group upon consolidation, the value of the security was £37.7 million (2022: £36.3 million).
For the purposes of IAS 19, the results of the actuarial valuation as at 31 March 2021, which was carried out by a qualified independent actuary, have been
updated on an approximate basis to 31 March 2023. 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 presented on page 158. 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.
Corporate governance
Financial statements
Additional information
Strategic report
157
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
24 Retirement benefit obligations
continued
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 69% of its asset value in
liability-driven investments, 28% in a portfolio of diversified growth funds
and 3% in cash and liquidity funds. The objective of the growth portfolio is
that in combination, the matching credit, liability-driven investments and
cash components generate sufficient return to meet the overall portfolio
return objective.
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 105% of the Scheme’s funded liabilities are currently
hedged against interest rates using liability-driven investments.
It should be noted 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.
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 110% 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:
2023
2022
£000
£000
Present value of funded obligations
(134,091)
(181,759)
Fair value of scheme assets
99,598
155,780
Recognised liability for defined benefit obligations
(34,493)
(25,979)
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.
Corporate governance
Financial statements
Additional information
Strategic report
158
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
24 Retirement benefit obligations
continued
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 £51.433 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
2023
2022
£000
£000
Net liability for defined benefit obligations at the start of the year
(25,979)
(37,275)
Contributions paid
4,142
3,900
Net expense recognised in the consolidated income statement (see below)
(2,079)
(1,084)
Remeasurement (losses)/gains recognised in other comprehensive income
(10,577)
8,480
Net liability for defined benefit obligations at the end of the year
(34,493)
(25,979)
Movements in the present value of defined benefit obligations
2023
2022
£000
£000
Defined benefit obligation at the start of the year
181,759
204,654
Interest expense
4,750
3,986
Actuarial loss due to scheme experience
4,897
Actuarial gains due to changes in demographic assumptions
(7,539)
(1,767)
Actuarial gains due to changes in financial assumptions
(38,032)
(13,476)
Benefits paid
(11,744)
(10,784)
Past service credit (see note 9)
(854)
Defined benefit obligation at the end of the year
134,091
181,759
There have been no plan amendments, curtailments or settlements during the period.
In the prior year, the scheme introduced a Pension Increase Exchange (“PIE”). A Deed of Amendment, signed on 16 March 2022, created the right for deferred
members to take PIE at retirement. It 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 value of accrued liabilities and as a result a
past service credit was recognised in the income statement of £0.9 million in that year, presented within 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.
Corporate governance
Financial statements
Additional information
Strategic report
159
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
24 Retirement benefit obligations
continued
Movements in the present value of defined benefit obligations
continued
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).
In the year to 31 March 2020, 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 accounting figures for that year, increasing liabilities by 1.68%, and a resulting past
service cost of £3.6 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 £0.2 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 2023.
The Scheme liabilities are split between active, deferred and pensioner members at 31 March as follows:
2023
2022
%
%
Active
Deferred
29
35
Pensioners
71
65
100
100
Movements in the fair value of Scheme assets
2023
2022
£000
£000
Fair value of Scheme assets at the start of the year
155,780
167,379
Interest income
4,085
3,259
Loss on Scheme assets excluding interest income
(51,251)
(6,763)
Contributions by employer
4,142
3,900
Benefits paid
(11,744)
(10,784)
Expenses paid
(1,414)
(1,211)
Fair value of Scheme assets at the end of the year
99,598
155,780
Actual loss on Scheme assets
(47,166)
(3,504)
Corporate governance
Financial statements
Additional information
Strategic report
160
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
24 Retirement benefit obligations
continued
Movements in the fair value of Scheme assets
continued
The fair value of Scheme asset investments was as follows:
2023
2022
£000
£000
Diversified growth funds
28,463
65,234
Bonds and liability-driven investment funds
68,365
87,931
Cash and liquidity funds
2,770
2,615
Total assets
99,598
155,780
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:
2023
2022
£000
£000
Past service credit
(854)
Net interest on the net defined benefit liability
665
727
Scheme administration expenses
1,414
1,211
2,079
1,084
The net expense/(gain) is recognised in the following line items in the consolidated income statement:
2023
2022
£000
£000
Charged to operating profit
1,242
1,000
Charged /(credited) to exceptional items
172
(643)
Other finance revenue and expense – net interest on the net defined benefit liability
665
727
2,079
1,084
Corporate governance
Financial statements
Additional information
Strategic report
161
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
24 Retirement benefit obligations
continued
The principal actuarial assumptions at the balance sheet date (expressed as weighted averages) were:
2023
2022
Discount rate at 31 March
4.90%
2.70%
Future salary increases
N/A
N/A
Inflation (RPI) (non-pensioner)
3.25%
3.70%
Inflation (CPI) (non-pensioner)
2.75%
3.20%
Allowance for revaluation of deferred pensions of RPI or 5% p.a. if less
3.25%
3.70%
Allowance for revaluation of deferred pensions of CPI or 5% p.a. if less
2.75%
3.20%
Allowance for pension in payment increases of RPI or 5% p.a. if less
2.90%
3.55%
Allowance for pension in payment increases of CPI or 3% p.a. if less
2.00%
2.60%
Allowance for pension in payment increases of RPI or 5% p.a. if less, minimum 3% p.a.
3.80%
3.85%
Allowance for pension in payment increases of RPI or 5% p.a. if less, minimum 4% p.a.
4.35%
4.30%
The mortality assumptions adopted at 31 March 2023 are 165% and 165% respectively of the standard tables S3PMA/S3PFA (2022: 143%/153% of
S3PMA/S3PFA respectively), year of birth, no age rating for males and females, projected using CMI_2021 converging to 1.0% p.a. (2022: 1.0%) with a
smoothing parameter 7.0% (2022: 7.0%). The change in % applied follows an independent review prepared for the 2021 actuarial valuation.
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 has 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:
2023
2022
Life expectancy for a male (current pensioner) aged 65
17.8 years
18.8 years
Life expectancy for a female (current pensioner) aged 65
20.4 years
20.9 years
Life expectancy at 65 for a male aged 45
18.7 years
19.7 years
Life expectancy at 65 for a female aged 45
21.6 years
22.0 years
It is assumed that 75% of the post A-Day maximum for active and deferred members will be commuted for cash (2022: 75%).
Pension Increase Exchange take-up was estimated to be 40% on implementation in the prior year; there has been no change made to this assumption nor to
the 2021 bridging pension option take-up of 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.
Corporate governance
Financial statements
Additional information
Strategic report
162
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
24 Retirement benefit obligations
continued
The sensitivity to the principal actuarial assumptions of the present value of the defined benefit obligation is shown in the following table:
2023
2023
2022
2022
%
£000
%
£000
Discount rate
1
Increase of 0.25% per annum
(2.41%)
(3,228)
(3.68%)
(6,682)
Decrease of 0.25% per annum
2.51%
3,365
3.82%
6,937
Decrease of 1.0% per annum
10.71%
14,363
16.10%
29,258
Inflation
2
Increase of 0.25% per annum
0.64%
853
1.25%
2,272
Increase of 1.0% per annum
2.77%
3,711
4.71%
8,568
Decrease of 1.0% per annum
(2.61%)
(3,499)
(5.47%)
(9,948)
Life expectancy
Increase of 1 year
4.30%
5,765
4.88%
8,862
1.
At 31 March 2023, the assumed discount rate is 4.90% (2022: 2.70%).
2. At 31 March 2023, the assumed rate of RPI inflation is 3.25% and CPI inflation 2.75% (2022: RPI 3.70% and CPI 3.20%).
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 2023 is twelve years (2022: 15 years).
The life expectancy assumption at 31 March 2023 is based upon increasing the age rating assumption by one year (2022: one 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:
2023
2022
£000
£000
Present value of funded obligation
(134,091)
(181,759)
Fair value of scheme asset investments
99,598
155,780
Recognised liability for defined benefit obligations
(34,493)
(25,979)
Actual loss on scheme assets
(47,166)
(3,504)
Actuarial gains due to changes in demographic assumptions
7,539
1,767
Actuarial gains due to changes in financial assumptions
38,032
13,476
Corporate governance
Financial statements
Additional information
Strategic report
163
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
25 Provisions
2023
2022
Legacy
Onerous
Onerous
health claims
contract
Total
contract
Total
£000
£000
£000
£000
£000
Provisions at the start of the year
87
87
Provisions established in the period
302
171
473
87
87
Provisions used in the period
(87)
(87)
Provisions at the end of the year
302
171
473
87
87
Non-current
Current
302
171
473
87
87
302
171
473
87
87
Provision has been made in the year to 31 March 2023 for legacy health-related claims, classified as an exceptional cost; external advice has been sought
where appropriate. The outcome is expected to be known before 31 March 2024.
Provision has been recognised for an onerous lease, classified as an exceptional cost, which arises from the ongoing manufacturing footprint rationalisation.
The lease term ends mid-March 2024 so the provision is expected to have been fully utilised by 31 March 2024.
A provision was made at 31 March 2022 for a loss-making customer contract in China. The terms of this contract have now been renegotiated and the contract
is no longer onerous.
26 Trade and other payables – falling due within one year
2023
2022
£000
£000
Trade payables
13,085
13,399
Other taxes and social security costs
940
1,204
Other creditors
2,599
2,071
Accruals
4,784
4,388
21,408
21,062
Corporate governance
Financial statements
Additional information
Strategic report
164
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
27 Ordinary share capital
Ordinary shares of 5 pence each
Number
of shares
£000
Issued and fully paid at 31 March 2022
73,419,193
3,671
Issued and fully paid at 31 March 2023
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 2,857,752 potential share options outstanding under the performance share plan at 31 March 2023 (2022: 1,517,376). No options vested during the
year to 31 March 2023 (2022: £nil).
Outstanding awards under the performance share plan are as follows:
Date
Number of
Earliest
granted
shares
Price
date of vesting
Performance share plan
5 August 2021
1,361,818
nil
5 August 2024
Performance share plan
3 August 2022
1,495,934
nil
3 August 2025
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.
Corporate governance
Financial statements
Additional information
Strategic report
165
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
27 Ordinary share capital
continued
The fair value per share of the awards under the performance share plan granted in the year is as follows:
2023
Restricted
Restricted
Cash award
Cash award
Equity award
Equity award
equity award
equity award
Performance share plan – date granted 3 August 2022
TSR
EPS
TSR
EPS
TSR
EPS
Number of shares per tranche
414,658
414,658
260,550
260,550
100,079
100,079
Fair value at grant date
3.8p
12.8p
10.9p
20.2p
8.3p
15.4p
Share price at grant date
20.2p
20.2p
20.2p
20.2p
20.2p
20.2p
Exercise price
0.0p
0.0p
0.0p
0.0p
0.0p
0.0p
Risk-free rate
1.79%
1.79%
1.79%
1.79%
1.79%
1.79%
Expected volatility
106.11%
106.11%
106.11%
106.11%
106.11%
106.11%
Expected dividend yield
0%
0%
0%
0%
0%
0%
2022
Restricted
Restricted
Cash award
Cash award
Equity award
Equity award
equity award
equity award
Performance share plan – date granted 5 August 2021
TSR
EPS
TSR
EPS
TSR
EPS
Number of shares per tranche
293,621
293,621
398,754
398,754
100,079
100,079
Fair value at grant date
8.9p
20.4p
30.4p
41.6p
21.4p
29.3p
Share price at grant date
41.6p
41.6p
41.6p
41.6p
41.6p
41.6p
Exercise price
0.0p
0.0p
0.0p
0.0p
0.0p
0.0p
Risk-free rate
0.16%
0.16%
0.16%
n/a
0.16%
n/a
Expected volatility
108.96%
108.96%
108.96%
n/a
108.96%
n/a
Expected dividend yield
0%
0%
0%
0%
0%
0%
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 3 August 2022 and 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 granted on 3 August 2022, subject to the EPS
condition, will vest in full if Carclo plc’s EPS for the financial year ending 31 March 2025 (31 March 2024 for the awards granted 5 August 2021) 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.
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 credit of £0.045 million (2022: charge of
£0.059 million).
Corporate governance
Financial statements
Additional information
Strategic report
166
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
27 Ordinary share capital
continued
The number and weighted average exercise price of the outstanding awards under the PSP are set out in the following table:
2023
2022
Weighted
Weighted
average
average
exercise
exercise
price
Number
price
Number
pence
of shares
pence
of shares
Outstanding at 1 April
1,533,350
148,974
Lapsed during the period
(210,198)
(200,532)
Exercised during the period
Granted during the period
1,550,574
1,584,908
Outstanding at the end of the period
2,873,726
1,533,350
Exercisable at 31 March
15,974
15,974
Weighted average remaining contractual life at 31 March
1.87 years
2.35 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 2023, the plan held 3,077 shares (2022:
3,077 shares). The original cost of these shares was £0.003 million (2022: £0.003 million). The cost of the shares was charged against the profit and
loss account.
Corporate governance
Financial statements
Additional information
Strategic report
167
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
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 2023 (2022: £nil).
The maximum exposure to credit risk as at 31 March was:
2023
2022
£000
£000
Trade receivables, net of attributable impairment provisions (see note 19)
16,775
14,792
Cash and cash deposits (see note 20)
10,354
12,347
Contract assets (see note 18)
5,763
7,700
32,892
34,839
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:
2023
2022
£000
£000
United Kingdom
6,693
6,599
Rest of Europe
1,537
1,166
North America
6,063
4,427
Rest of world
2,482
2,600
Trade receivables, net of attributable impairment provisions
16,775
14,792
United Kingdom
1,165
1,316
Rest of Europe
276
2,166
North America
4,321
4,218
Rest of world
1
Contract assets, net of attributable impairment provisions
5,763
7,700
Corporate governance
Financial statements
Additional information
Strategic report
168
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
29 Financial instruments
continued
b) Interest rate risk
The Group’s borrowings are on fixed and floating rate terms, no borrowings are non-interest bearing. The interest charge borne by the Group in the year to
31 March 2023 was c.40% higher than prior year as a result of significant market interest rate increases impacting the floating rate borrowings.
The interest rate profile of financial liabilities by currency of the Group as at 31 March was as follows:
Fixed
Floating
rate interest
rate interest
payable
payable
Total
£000
£000
£000
As at 31 March 2023
Sterling
4,979
17,337
22,316
US dollar
5,966
10,789
16,755
Euro
886
4,324
5,210
Other
433
433
12,264
32,450
44,714
Fixed
Floating
rate interest
rate interest
payable
payable
Total
£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
Corporate governance
Financial statements
Additional information
Strategic report
169
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
29 Financial instruments
continued
b) Interest rate risk
continued
The interest rate profile of financial assets by currency of the Group as at 31 March was as follows:
Floating
Non-interest
rate interest
bearing
receivable
receivable
Total
£000
£000
£000
As at 31 March 2023
Sterling
1,965
1,965
US dollar
132
3,694
3,826
Euro
3,157
3,157
Other
81
1,325
1,406
213
10,141
10,354
Floating
Non-interest
rate interest
bearing
receivable
receivable
Total
£000
£000
£000
As at 31 March 2022
Sterling
2,921
2,921
US dollar
2,511
1,179
3,690
Euro
1,632
1,632
Other
4,104
4,104
2,511
9,836
12,347
The floating rate of interest earned on cash balances is in the range bank base –1% to bank base +2%.
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 4.5% above prevailing
UK bank base rates. At 31 March 2023, Carclo plc’s overdraft of £6.5 million (2022: £2.4 million) has been recognised within cash and cash deposits when
consolidated due to a right of set-off.
Corporate governance
Financial statements
Additional information
Strategic report
170
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
29 Financial instruments
continued
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 2023, the Group had committed term loans outstanding of £29.3 million (2022: £30.3 million), a committed revolving credit
facility available of £3.5 million which was £3.5 million drawn (2022: £3.5 million facility, £3.5 million drawn) and additional UK net overdraft facilities totalling
£nil (2022: £nil), repayable on demand.
The Group’s net debt at 31 March 2023 was £34.4 million (2022: £32.4 million). The net debt comprised £44.7 million interest-bearing loans and borrowings
(see note 22) less £10.4 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 2023 and as such
the plc overdraft at year end of £6.5 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:
Term
Revolving credit
loan
facility
Other loans
Lease liabilities
Total
£000
£000
£000
£000
£000
As at 31 March 2023
Within 1 year
1,224
115
3,707
5,046
Within 1 to 2 years
2,049
164
3,584
5,797
Within 2 to 5 years
25,677
3,500
115
3,856
33,148
More than 5 years
723
723
28,950
3,500
394
11,870
44,714
Term
Revolving credit
loan
facility
Other loans
Lease liabilities
Total
£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
Corporate governance
Financial statements
Additional information
Strategic report
171
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
29 Financial instruments
continued
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 (2022: 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 (2022: €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:
2023
2022
Less than
Less than
6 months
6 – 12 months
6 months
6 – 12 months
£000
£000
£000
£000
Assets
923
825
Liabilities
923
825
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 2023
Trade receivables, net of attributable impairment provisions
5,982
6,407
1,581
2,805
16,775
Trade payables
(3,777)
(7,086)
(1,249)
(973)
(13,085)
Net
2,205
(679)
332
1,832
3,690
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
Corporate governance
Financial statements
Additional information
Strategic report
172
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
29 Financial instruments
continued
d) Foreign currency risk
continued
The following table summarises the main exchange rates used during the year:
Reporting date
Average rate
mid-market rate
2023
2022
2023
2022
Sterling/US dollar
1.19
1.35
1.24
1.32
Sterling/euro
1.18
1.18
1.14
1.19
Sterling/Czech koruna
27.74
29.80
26.69
28.96
Sterling/Chinese yuan
8.22
8.76
8.50
8.34
Sterling/Indian rupee
96.99
101.78
101.56
99.83
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 2023 and 31 March 2022. Unrecognised
and deferred gains and losses in respect of derivatives and financial instruments at 31 March 2023 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.
Parts 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:
2023
2022
Carrying amount
Carrying amount
Loans and
Loans and
borrowings
Assets
Liabilities
borrowings
Assets
Liabilities
£000
£000
£000
£000
£000
£000
US dollar
10,789
56,240
(28,329)
10,146
48,112
(20,845)
Euro
4,324
5,244
(1,081)
4,150
1,888
(647)
Other currencies
34,659
(12,017)
33,740
(8,465)
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 £0.8 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.
Corporate governance
Financial statements
Additional information
Strategic report
173
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
29 Financial instruments
continued
d) Foreign currency risk
continued
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 2023, 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 £0.341 million
(2022: £0.342 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 2023 (2022: £0.8 million decrease) which is detailed by currency in the following table:
2023
2022
£000
£000
US dollar
269
367
Euro
39
15
Czech koruna
88
39
Other
410
403
806
824
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.
Corporate governance
Financial statements
Additional information
Strategic report
174
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
30 Cash generated from operations
2023
2022
£000
£000
(Loss)/profit for the year
(3,957)
5,799
Adjustments for:
Pension scheme contributions net of costs settled by the Company
(3,287)
(3,258)
Pension scheme costs settled by the Scheme
559
569
Depreciation charge
7,815
6,825
Amortisation charge
211
203
Exceptional rationalisation costs
1,304
Exceptional costs arising from cancellation of future supply agreement
751
Exceptional doubtful debt and related inventory provision
896
Exceptional costs in respect to legacy claims
302
Exceptional gain in respect of retirement benefits
(854)
Exceptional profit on disposal of surplus property
(769)
Conversion of COVID-19 government support loan to grant
(2,087)
Profit on business disposal
(693)
Loss on disposal of intangible non-current assets
14
Share-based payment (credit)/charge
(33)
73
Financial income
(218)
(77)
Financial expense
3,967
3,066
Taxation expense
1,437
809
Operating cash flow before changes in working capital
8,992
10,375
Changes in working capital
Decrease/(increase) in inventories
1,539
(3,816)
Decrease/(increase) in contract assets
2,388
(4,708)
(Increase)/decrease in trade and other receivables
(1,656)
42
(Decrease)/increase in trade and other payables
(943)
4,549
(Decrease)/increase in contract liabilities
(2,542)
338
Cash generated from operations
7,778
6,780
Corporate governance
Financial statements
Additional information
Strategic report
175
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
31 Financial commitments
2023
2022
£000
£000
The Directors have authorised the following future capital expenditure which is contracted:
795
944
All of the above is property, plant and equipment.
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.
On 6 October 2022, the Board announced, with immediate effect, the appointment of Frank Doorenbosch as Chief Executive Officer of Carclo plc. Frank had
previously been appointed as a consultant to the Group for a period of up to twelve months from 6 June 2022 and accordingly since that date has been an
Executive Director of Carclo plc. On the same day, Nick Sanders stood down as Executive Chair and became Non-Executive Chair until 5 November 2022,
when the Board announced that Nick Sanders would be stepping down from his role as Non-Executive Chair and as a Director of the Company.
The Board appointed Joe Oatley as Non-Executive Chair with effect from 6 November 2022 and Eric Hutchinson, a Non-Executive Director and Chair of the
Audit and Risk Committee, was appointed as Senior Independent Director and Chair of the Remuneration Committee with effect from 6 November 2022.
Phil White gave notice of his retirement and stepped down from his role as Chief Financial Officer and as a Director of the Company with effect from
14 November 2022. Phil remained with the Company until his retirement in June 2023 in order to ensure a smooth transition to the new Chief Financial Officer.
The Board announced the promotion of David Bedford to Chief Financial Officer and appointment as a Director of the Company with effect from
14 November 2022.
The Board appointed Rachel Amey as a Non-Executive Director on 1 March 2023.
During the year to 31 March 2023, the Group paid £0.681 million (2022: £0.169 million) to Thingtrax, a company that offers intelligent manufacturing
infrastructure as a service. Frank Doorenbosch, a Carclo plc Executive Director, is also a Non-Executive Director of Thingtrax and, as such, the company
is identified as a related party. During the year to 31 March 2023, £0.5 million (2022: £0.1 million) has been recognised as a cost in the income statement,
the balance of £0.2 million has been prepaid and will be recognised in the year to 31 March 2024.
There have been no other changes to related parties in the year ended 31 March 2023.
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 76 to 96.
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 2023 to incorporate both
deficit recovery contributions and scheme expenses including PPF levy. An additional £0.35 million was also paid under the revised schedule of contributions.
Monthly cost will remain the same in the year to 31 March 2024 plus additional contributions of 25% of any surplus of 2023/24 underlying EBITDA over
£18.0 million agreed.
Carclo incurred administration costs of £1.4 million during the period which has been charged to the consolidated income statement, including £0.2 million
presented as exceptional costs (2022: £1.2 million, of which £0.2 million were presented as exceptional costs). Costs of £nil were incurred to manage the plans
assets (2022: £0.1 million recognised against the pension deficit). Of the administration costs, £0.8 million was paid directly by the scheme (2022:
£0.6 million). The total of deficit reduction contributions and administration costs paid by the Group during the period was £4.1 million (2022: £3.9 million).
Corporate governance
Financial statements
Additional information
Strategic report
176
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
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 Company and Group have the following investments in subsidiaries:
Registered
Principal place
Class of
2023
2022
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, Camana Bay,
Cayman Islands
Active
Ordinary
100
100
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
27A (2) KIADB Industrial Area,
India
Active
Ordinary
100
100
Private Co. Limited
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
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.
Corporate governance
Financial statements
Additional information
Strategic report
177
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
33 Group entities
continued
Investments in subsidiaries
continued
Registered
Principal place
Class of
2023
2022
Company
continued
office address
of business
Status
shares held
%
%
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
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
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.
Corporate governance
Financial statements
Additional information
Strategic report
178
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
33 Group entities
continued
Investments in subsidiaries
continued
Registered
Principal place
Class of
2023
2022
Company
continued
office address
of business
Status
shares held
%
%
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
Streamline Aerospace 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
Registered
Principal place
Class of
2023
2022
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,
Czech Republic
Active
Ordinary
100
100
627000, Brno
Carclo US Finance No. 2
1
UK
Dormant
Ordinary
100
100
Carclo US Holdings Inc
600 Depot St. Latrobe,
USA
Active
Ordinary
100
100
PA. 15650
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,
USA
Active
Ordinary
100
100
PA. 15650
CTP Finance NV
3
Pareraweg 45,
Curacao
Member’s
Ordinary
100
100
Curacao
Voluntary
Liquidation
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.
3. Since 31 March 2023 CTP Finance NV has been confirmed as fully dissolved.
Corporate governance
Financial statements
Additional information
Strategic report
179
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
33 Group entities
continued
Investments in subsidiaries
continued
Registered
Principal place
Class of
2023
2022
Group
continued
office address
of business
Status
shares held
%
%
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
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.
Corporate governance
Financial statements
Additional information
Strategic report
180
Carclo plc
Annual Report and Accounts 2023
Notes to the
consolidated
financial
statements
continued
for the year ended
31 March 2023
33 Group entities
continued
Investments in subsidiaries
continued
Registered
Principal place
Class of
2023
2022
Group
continued
office address
of business
Status
shares held
%
%
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.
34 Post balance sheet events
In December 2022, having delivered the Design and Engineering phase of the supply contract, the Group received notice from a leading global OEM
customer that, due to a contraction in the end-market demand for COVID-19 testing, they would not be proceeding into the production phase of the project.
On 30 May 2023, a mutually satisfactory settlement agreement was signed which largely offsets the Group’s financial exposure arising from early termination
of the contract. The Group has recognised an exceptional cost in the year to 31 March 2023 of £0.9 million, most of which is to recognise assets on balance
sheet at recoverable amount, see note 9 for further details. The Group will recognise an exceptional gain in the income statement to 31 March 2024 of
approximately £0.6 million. Although the details of the agreement remain confidential, full and final settlement was received on 21 June 2023.
On 22 June 2023, the Group’s lending bank agreed to an adjustment of the interest and the net leverage covenants related to the facilities due to mature on
30 June 2025. On 1 June 2023, a voluntary repayment of £0.4 million was made and on 30 June 2023, a further voluntary repayment of £3.3 million
was made.
Corporate governance
Financial statements
Additional information
Strategic report
181
Carclo plc
Annual Report and Accounts 2023
Company
balance sheet
as at 31 March 2023
2023
2022
Notes
£000
£000
£000
£000
Fixed assets
Property, plant and equipment
37
125
152
Intangible assets
38
65
177
Investments in subsidiary undertakings
39
83,517
93,795
Deferred tax assets
44
283
952
83,990
95,076
Current assets
Debtors – amounts falling due within one year
40
73,452
69,441
Debtors – amounts falling due after more than one year
40
220
2,033
Cash at bank and in hand
547
450
74,219
71,924
Creditors – amounts falling due within one year
Trade and other creditors
42
(115,636)
(109,232)
Provisions
41
(302)
(115,938)
(109,232)
Net current liabilities
(41,719)
(37,308)
Total assets less current liabilities
42,271
57,768
Creditors – amounts falling due after more than one year
43
(37,905)
(35,478)
Net assets excluding pension liability
4,366
22,290
Pension liability
45
(34,493)
(25,979)
Net liabilities
(30,127)
(3,689)
Capital and reserves
Called-up share capital
27
3,671
3,671
Share premium account
7,359
7,359
Profit and loss account
(41,157)
(14,719)
Shareholders’ deficit
(30,127)
(3,689)
The Company reported a loss after tax for the year of £15.828 million (2022: profit of £1.988 million).
These accounts were approved by the Board of Directors on 19 July 2023 and were signed on its behalf by:
Frank Doorenbosch
David Bedford
Director
Director
Registered Number 196249
Corporate governance
Financial statements
Additional information
Strategic report
182
Carclo plc
Annual Report and Accounts 2023
Company
statement of
changes in
equity
as at 31 March 2023
Share
Share
Profit and
Total
capital
premium
loss account
equity
£000
£000
£000
£000
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)
Balance at 1 April 2022
3,671
7,359
(14,719)
(3,689)
Loss for the year
(15,828)
(15,828)
Other comprehensive expense
Remeasurement losses on defined benefit scheme
(10,577)
(10,577)
Taxation on items above
Total comprehensive expense for the year
(26,405)
(26,405)
Transactions with owners recorded directly in equity
Share-based payments
(33)
(33)
Taxation on items recorded directly in equity
Balance at 31 March 2023
3,671
7,359
(41,157)
(30,127)
Corporate governance
Financial statements
Additional information
Strategic report
183
Carclo plc
Annual Report and Accounts 2023
Notes to the
Company
financial
statements
for the year ended
31 March 2023
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 investment to be
made whilst retaining a stable financial position with net debt excluding lease
liabilities as of 31 March 2023 increasing to £22.5 million (2022: £21.5 million).
Net debt including lease liabilities at 31 March 2023 was £34.4 million (2022:
£32.4 million), with the principal reason behind the increase being foreign
exchange movements of £1.5 million.
On 2 September 2022, the Group successfully refinanced with the
Company’s bank, concluding a first amendment and restatement agreement
relating to the multi-currency term and revolving facilities agreement dated
14 August 2020. The debt facilities available to the Group at 31 March 2023
comprise a term loan of £29.3 million, of which £1.4 million will be amortised
by 31 March 2024 and a further £2.2 million amortised by 31 March 2025.
The balance becomes payable by the termination date, 30 June 2025.
At 31 March 2023, the term loans were denominated as follows: sterling
14.2 million, US dollar 13.3 million and euro 4.9 million. The facility also
includes a £3.5 million revolving credit facility, denominated in sterling,
maturing on 30 June 2025.
Since the year end there have been no significant changes to the Group’s
liquidity position. The term loan balances stood at sterling 10.2 million,
US dollar 13.3 million and euro 4.9 million, totalling £27.0 million on
30 June 2023, with undrawn facilities of £1.5 million on the RCF.
As part of the original bank financing in August 2020 the Group became
subject to four bank facility covenant tests. The quarterly covenants to be
tested are:
underlying interest cover;
net debt to underlying EBITDA;
core subsidiary underlying EBITA; and
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.
Following a more than doubling of the base rate in the first half of 2022/23,
the Group reassessed its forecasts and concluded there was insufficient
headroom available to meet all the agreed banking covenants in the event
of certain downside scenarios taking place. Breach of any of these covenants
could lead to the creditors calling in their debt, leaving the plc insolvent.
As a result, at the half year, in recognition of a potential covenant breach,
the Group issued a material uncertainty warning over its ability to continue
trading as a going concern.
Since that time the Group has worked with the bank to amend the covenants
and agreed adjustments to the Group’s interest cover covenant for both the
December 2022 and March 2023 testing points.
In December 2022 the Group announced the cancellation of a new business
contract that would materially impact the results for 2022/23. Further
discussions were held with the bank and, following a review of the Group’s
three-year plan up to March 2026, on 22 June 2023 the bank agreed to the
Group’s request to further amend the interest cover covenant to June 2025
and to an adjustment to the net debt to underlying EBITDA covenant to
December 2023.
The banking covenants and thresholds set out in the recently renegotiated
banking agreement are assumed to be in place throughout the going concern
assessment period, and the legal documents surrounding this agreement
have now been signed.
A schedule of contributions is also in place with the pension trustees with an
agreed £3.5 million to be paid annually until 31 October 2039. Additional
contributions also agreed are 25% of any surplus of 2023/24 underlying
EBITDA over £18 million payable from 30 June 2024 to 31 May 2025,
extending to 26% of any 2024/25 surplus payable from 30 June 2025 to
31 May 2026.
In addition, the pension scheme has the benefit of a fifth covenant to be
tested each year up to and including 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
CTP and Aerospace segments based on an EBITDA multiple for those
businesses which is determined annually. This test will be completed on these
audited financial statements and management expect this covenant to
be met.
The Group is subject to a number of key risks and uncertainties, as detailed in
the Principal risks and uncertainties section on pages 46 to 55. Mitigation
actions are also considered in this section. These risks and uncertainties have
been considered in the base case and severe downside sensitivities and have
been modelled accordingly.
The Directors have reviewed cash flow and covenant forecasts to cover the
period at least twelve months from the date of signing these consolidated
financial statements, considering the Group’s available debt facilities and the
terms of the arrangements with the Group’s bank and the Group
pension scheme.
Corporate governance
Financial statements
Additional information
Strategic report
184
Carclo plc
Annual Report and Accounts 2023
Notes to the
Company
financial
statements
continued
for the year ended
31 March 2023
35 Basis of preparation for the Company
continued
Going concern
continued
The base case forecast includes assumptions around sales, margins, working
capital and interest rates. The sensitivity analysis has considered the risks
facing the Group and has modelled the impact of each in turn, as well as
considering the impact of aggregating certain risk types and shows that the
Group is able to operate within its available facilities and meet its agreed
covenants as they arise. Furthermore, the Directors have reviewed sensitivity
testing, modelling a range of severe downside scenarios. These sensitivities
attempt to incorporate identified risks set out in the Principal risks and
uncertainties section of this report.
Severe downside sensitivities modelled included 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 3%
matched by a corresponding fall in cost of sales of the same amount, and
interest rate risk.
The Group is not exposed to vulnerable sectors or vulnerable countries but
does have certain key customers, which create risks and uncertainties. These
risks and uncertainties are documented and the mitigating actions being
taken are covered in detail in the Principal risks and uncertainties section on
pages 46 to 55.
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 and will be able to adhere to the covenant tests to which
it is subject throughout at least the twelve-month period from the date of
signing the financial statements.
Accordingly, these financial statements are prepared on a going
concern basis.
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 2023 which have had a material
impact on the Company.
In preparing these financial statements, the Company applies the recognition,
measurement and disclosure requirements of 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, tangible and
intangible 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 50.
Corporate governance
Financial statements
Additional information
Strategic report
185
Carclo plc
Annual Report and Accounts 2023
Notes to the
Company
financial
statements
continued
for the year ended
31 March 2023
35 Basis of preparation for the Company
continued
Accounting policies for the Company
continued
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 2022. 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 2022:
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); and
Annual Improvements to IFRSs (2018-2020 cycle) (effective date
1 January 2022).
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, liabilities for cash-settled share-based payments and defined
benefit pension plan assets.
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.
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.
Corporate governance
Financial statements
Additional information
Strategic report
186
Carclo plc
Annual Report and Accounts 2023
Notes to the
Company
financial
statements
continued
for the year ended
31 March 2023
35 Basis of preparation for the Company
continued
Accounting policies for the Company
continued
b) Leases
continued
As a lessee
continued
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 tangible fixed
assets. 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.
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.
Corporate governance
Financial statements
Additional information
Strategic report
187
Carclo plc
Annual Report and Accounts 2023
Notes to the
Company
financial
statements
continued
for the year ended
31 March 2023
35 Basis of preparation for the Company
continued
Accounting policies for the Company
continued
f) Employee benefits
continued
Defined benefit plans
continued
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 payment 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 expense 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.
k) Provisions
A provision is recognised in the balance sheet when the Company 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.
Corporate governance
Financial statements
Additional information
Strategic report
188
Carclo plc
Annual Report and Accounts 2023
Notes to the
Company
financial
statements
continued
for the year ended
31 March 2023
36 Personnel
The average number of employees in the year was 20 (2022: 18). All employees are based in the United Kingdom and are employed by the plc company.
37 Property, plant and equipment
Land and
Plant and
buildings
equipment
Total
£000
£000
£000
Cost
Balance at 31 March 2022
141
182
323
Additions
49
49
Balance at 31 March 2023
141
231
372
Depreciation and impairment losses
Balance at 31 March 2022
22
149
171
Depreciation charge
32
44
76
Balance at 31 March 2023
54
193
247
Carrying amounts
At 31 March 2022
119
33
152
At 31 March 2023
87
38
125
38 Intangible assets
Computer
software
£000
Cost
Balance at 31 March 2022
1,216
Additions
3
Disposals
(14)
Balance at 31 March 2023
1,205
Amortisation and impairment losses
Balance at 31 March 2022
1,039
Amortisation charge
101
Balance at 31 March 2023
1,140
Carrying amounts
At 31 March 2022
177
At 31 March 2023
65
Corporate governance
Financial statements
Additional information
Strategic report
189
Carclo plc
Annual Report and Accounts 2023
Notes to the
Company
financial
statements
continued
for the year ended
31 March 2023
39 Investments in subsidiary undertakings
Shares in Group
undertakings
£000
Cost
Balance at 31 March 2022
150,117
Balance at 31 March 2023
150,117
Provisions
Balance at 31 March 2022
56,322
Impairment
10,278
Balance at 31 March 2023
66,600
Net book value
At 31 March 2022
93,795
At 31 March 2023
83,517
Value in use models were used to assess the recoverable amount of investments in the material trading subsidiaries. Having entered a period of rationalisation,
at 31 March 2023, the investment that the Company holds in the CTP UK entity exceeded the recoverable amount calculated and as such, an impairment of
£10.3 million has been recognised.
The key assumptions in this model were cashflow projections covering a three-year period and discount rates. Cash flows beyond the three-year period are
extrapolated using an estimated growth rate of 3%. The cash flows were discounted at a pre-tax rate of 10.0% (2022: 6.1%), discount rates are calculated and
reviewed annually and are based on the Company’s weighted average cost of capital. Changes in income and expenditure are based on expectations of future
changes in the market.
The circumstances leading to current year impairment are largely due to the loss of a significant customer contract and the internal rationalisation that has
been undertaken during the year. Certain customer contracts have been transferred from CTP Ltd (the CTP UK entity) to the lower cost manufacturer – CTP
Czech. Over the coming year, management intend to finalise the transfer pricing arrangements of this transaction and will establish royalty agreements where
appropriate. Once this exercise has been undertaken, and the transfer of value can be determined, the Company expects to be able to support a hive-across
of the investment carrying value from that in CTP UK to Carclo Platt Nederland (the company which holds the investment in CTP Czech) and as such may be
able to recognise a reversal of some, if not all, of this impairment in the accounts of the Company in the future.
Sufficient headroom between recoverable amount and net book value for all other investments 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.
Corporate governance
Financial statements
Additional information
Strategic report
190
Carclo plc
Annual Report and Accounts 2023
Notes to the
Company
financial
statements
continued
for the year ended
31 March 2023
40 Debtors
2023
2022
£000
£000
Debtors – amounts falling due within one year:
Amounts owed by Group undertakings
72,964
69,091
Other debtors
268
164
Prepayments and accrued income
220
186
73,452
69,441
Debtors – amounts falling due after more than one year:
Amounts owed by Group undertakings
220
2,033
220
2,033
Amounts owed by Group undertakings which fall due within one year are primarily 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 Provisions
2023
2022
£000
£000
Provisions at the start of the year
Provision established in the period
302
Provisions used in the period
Provisions at the end of the year
302
Non-current
Current
302
302
A provision has been made in the year to 31 March 2023 for legacy health-related claims, classified as an exceptional cost; external advice has been sought
where appropriate. The outcome is expected to be known before 31 March 2024.
Corporate governance
Financial statements
Additional information
Strategic report
191
Carclo plc
Annual Report and Accounts 2023
Notes to the
Company
financial
statements
continued
for the year ended
31 March 2023
42 Trade and other creditors – amounts falling due within one year
2023
2022
£000
£000
Bank overdrafts
6,534
2,407
Trade creditors
395
446
Taxation and social security
80
54
Lease liabilities
33
32
Other creditors
16
Accruals and deferred income
1,143
801
Amounts owed to Group undertakings
106,169
104,091
Bank loans
1,223
1,331
Other loans
43
70
115,636
109,232
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 UK bank base rates. At 31 March 2023, Carclo plc’s overdraft of £6.5 million (2022: £2.4 million) has been recognised within cash and
cash deposits when consolidated due to a right of set-off.
Bank loans include £32.5 million (2022: £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.
Additional security is granted by the Company to the bank such that at 31 March 2023, the gross value of the Company’s assets secured amounted to
£158.1 million (2022: £168.3 million).
Amounts owed to Group undertakings which fall due within one year are non-interest bearing and repayable on demand.
43 Creditors – amounts falling due after more than one year
2023
2022
£000
£000
Bank loans
31,227
32,429
Other loans
9
52
Amounts owed to Group undertakings
6,607
2,922
Lease liabilities
62
75
37,905
35,478
Amounts owed to Group undertakings which fall due after more than one year bear interest at market interest rates.
Corporate governance
Financial statements
Additional information
Strategic report
192
Carclo plc
Annual Report and Accounts 2023
Notes to the
Company
financial
statements
continued
for the year ended
31 March 2023
44 Deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets
Liabilities
Net
2023
2022
2023
2022
2023
2022
£000
£000
£000
£000
£000
£000
Tax losses
669
669
Other
283
283
283
283
Deferred tax assets
283
952
283
952
Deferred tax assets have not been recognised in respect of the following items:
2023
2022
£000
£000
Tax losses – trading
5,531
3,770
Tax losses – capital
52
50
Tax losses – non-trading
551
312
Employee benefits
8,624
6,333
Tangible fixed assets
142
137
14,900
10,602
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 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. A deferred tax charge of £0.7 million has been booked in the income statement at 31 March 2023 as,
following rationalisation, latest approved business plans and profitability levels therein for the UK Group cannot support an asset in the medium term, hence
the asset on trading losses has been derecognised.
Capital losses will be recognised at the point when a transaction gives rise to an offsettable capital gain; this was not the case at 31 March 2023. Similarly,
non-trading losses will only be utilised against future non-trading profits. No such non-trading profits are foreseen at 31 March 2023.
The tax losses at 31 March 2023 are available to carry forward without time restriction.
Corporate governance
Financial statements
Additional information
Strategic report
193
Carclo plc
Annual Report and Accounts 2023
Notes to the
Company
financial
statements
continued
for the year ended
31 March 2023
44 Deferred tax assets and liabilities
continued
Movement in deferred tax during the year:
Balance
Balance
as at
Recognised
Recognised
as at
1 Apr 22
in income
in equity
31 Mar 23
£000
£000
£000
£000
Tax losses
669
(669)
Other
283
283
952
(669)
283
Movement in deferred tax during the prior 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
45 Pension liability
The Group operates a defined benefit UK pension scheme which provides pensions based on service and final pay.
The Company was 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. Additional security is granted by the Company to the Scheme trustees such that, at 31 March 2023, the gross value of the
Company’s assets secured amounted to £158.1 million (2022: £168.3 million).
46 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 2023, the plan held 3,077 shares (2022: 3,077 shares). The original cost of these shares was £0.003 million
(2022: £0.003 million). The cost of the shares was charged against the profit and loss account.
47 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 2023 was £nil (2022: £nil).
48 Profit and loss account
The loss after tax for the year dealt with in the accounts of the Company amounts to £15.828 million (2022: £1.988 million profit) which, after dividends of £nil
(2022: £nil), gives a retained loss for the year of £15.828 million (2022: £1.988 million profit).
Corporate governance
Financial statements
Additional information
Strategic report
194
Carclo plc
Annual Report and Accounts 2023
Notes to the
Company
financial
statements
continued
for the year ended
31 March 2023
49 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 £0.5 million
(2022: £0.3 million) and interest receivable from Group companies during
the period was £0.1 million (2022: £0.1 million);
royalties were received from Group companies during the period totalling
£1.8 million (2022: £1.6 million);
management fee income was received from Group companies during the
period totalling £1.1 million (2022: £1.2 million); and
dividends were received from Group companies during the period
totalling £0.8 million (2022: £1.7 million).
During the prior period the Company’s lending bank received £0.5 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. No amounts have been received in
the year ended 31 March 2023.
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 76 to 96.
50 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 at least 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.
Corporate governance
Financial statements
Additional information
Strategic report
195
Carclo plc
Annual Report and Accounts 2023
Notes to the
Company
financial
statements
continued
for the year ended
31 March 2023
50 Accounting estimates and judgements
continued
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 2023 amounts to £34.5 million (2022: £26.0 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.
In the prior year, the Scheme introduced a right for members to Pension
Increase Exchange (“PIE”). Having taken actuarial advice, the executive
management exercised judgement that, similar to the Bridging Pension
Option adopted in the year to 31 March 2021, 40% of members would take
the PIE option at retirement. There is no change to either assumption in
the current year. Any change in estimate would be recognised as
remeasurement gains/(losses) through the consolidated statement
of comprehensive income.
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 44 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, £nil deferred tax assets have been
recognised for tax losses at the period end (2022: £0.7 million).
Classification and recoverability of amounts due from
Group undertakings
Note 40 presents amounts due from Group undertakings falling due
within one year and after more than one year.
Key judgements
Management has applied judgement when classifying amounts due from
Group undertakings. Those presented as falling due within one year are
primarily non-interest bearing and are repayable on demand. Receivable
balances with other Group entities are reviewed for potential impairment
based on the ability of the counterparty to meet its obligations. No
impairment losses were recognised in the year.
Corporate governance
Financial statements
Additional information
Strategic report
196
Carclo plc
Annual Report and Accounts 2023
Five year
summary
2023
2022
2021
2020
2019
1
£000
£000
£000
£000
£000
Group total:
Revenue
143,445
128,576
107,564
146,288
144,851
Underlying operating profit
5,939
6,096
4,840
4,365
1,315
COVID-19-related US government grant income
2,087
Operating profit before exceptional items
5,939
8,183
4,840
4,365
1,315
Exceptional items
(4,710)
721
4,438
(8,779)
(13,908)
Operating profit/(loss)
1,229
8,904
9,278
(4,414)
(12,593)
Net financing charge
(3,749)
(2,989)
(2,659)
(2,585)
(2,061)
(Loss)/profit before tax
(2,520)
5,915
6,619
(6,999)
(14,654)
Income tax expense
(1,437)
(809)
(457)
(1,449)
(3,978)
(Loss)/profit after tax but before loss on disposal of discontinued operations
(3,957)
5,106
6,162
(8,448)
(18,632)
Underlying operating profit
5,939
6,096
4,840
4,365
1,315
Add back: Amortisation of intangible assets
211
203
206
172
279
Underlying earnings before interest, tax and amortisation (“EBITA”)
6,150
6,299
5,046
4,537
1,594
Add back: Depreciation of property, plant and equipment
7,815
6,825
5,774
6,765
5,260
Underlying earnings before interest, tax,
depreciation and amortisation (“EBITDA”)
13,965
13,124
10,820
11,302
6,854
Continuing operations:
Revenue
143,445
128,576
107,564
110,506
105,338
Underlying operating profit
5,939
6,096
4,840
7,313
6,390
COVID-19-related US government grant income
2,087
Operating profit before exceptional items
5,939
8,183
4,840
7,313
6,390
Exceptional items
(4,710)
721
4,490
(5,470)
(4,507)
Operating profit
1,229
8,904
9,330
1,843
1,883
Net financing charge
(3,749)
(2,989)
(2,659)
(2,388)
(1,891)
(Loss)/profit before tax
(2,520)
5,915
6,671
(545)
(8)
1.
The comparative information for 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.
Corporate governance
Financial statements
Additional information
Strategic report
197
Carclo plc
Annual Report and Accounts 2023
Five year
summary
continued
2023
2022
2021
2020
2019
1
£000
£000
£000
£000
£000
Underlying operating profit from continuing operations
5,939
6,096
4,840
7,313
6,390
Add back: Amortisation of intangible assets from continuing operations
211
203
206
172
176
Underlying earnings before interest, tax and amortisation
(“EBITA”) from continuing operations
6,150
6,299
5,046
7,485
6,566
Add back: Depreciation of property, plant and equipment
from continuing operations
7,815
6,825
5,774
5,951
4,344
Underlying earnings before interest, tax, depreciation and
amortisation (“EBITDA”) from continuing operations
13,965
13,124
10,820
13,436
10,910
2023
2022
2021
2020
2019
1
£000
£000
£000
£000
£000
Underlying operating profit margin
4.1%
4.7%
4.5%
3.0%
0.9%
Underlying operating profit margin from continuing operations
4.1%
4.7%
4.5%
6.6%
6.1%
Return on sales (underlying EBITA margin)
4.3%
4.9%
4.7%
3.1%
1.1%
Return on sales (underlying EBITA margin) from continuing operations
4.3%
4.9%
4.7%
6.8%
6.2%
Effective tax rate
-57.0%
12.2%
5.8%
-14.6%
-27.2%
Underlying effective tax rate
88.0%
26.0%
21.0%
27.8%
19.2%
(Loss)/earnings per share
2
-5.4p
7.9p
10.1p
-15.5p
-25.4p
Underlying earnings/(loss) per share
3
0.4p
3.1p
2.4p
0.4p
-2.7p
Net debt
(34,360)
(32,405)
(27,596)
(27,357)
(38,481)
Capital employed (equity + net debt)
45,966
56,821
35,507
36,088
50,748
Average capital employed (equity + net debt)
51,394
46,164
35,798
43,418
67,122
Return on capital employed (excluding pension liabilities)
7.3%
7.8%
6.6%
5.0%
1.2%
Capital expenditure as a multiple of depreciation
0.7x
1.4x
1.8x
1.5x
1.5x
Average number of employees in year
1,116
1,062
1,048
1,475
1,501
1.
The comparative information for 2019 has been re-presented due to a discontinued operation, namely the LED Technologies segment, comprising two Wipac business which
was disposed of during the year ending 2020.
2. (Loss)/earnings 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
exceptional and separately disclosed items.
Corporate governance
Financial statements
Additional information
Strategic report
198
Carclo plc
Annual Report and Accounts 2023
Information
for
shareholders
(a) Reconciliation of non-GAAP financial measures
2023
2022
Notes
£000
£000
(Loss)/profit for the period
(3,957)
5,799
Add back: Profit on discontinued operations, net of tax
4
(693)
Statutory (loss)/profit after tax from continuing operations
(3,957)
5,106
Add back: Income tax expense from continuing operations
12
1,437
809
(Loss)/profit before tax from continuing operations
(2,520)
5,915
Add back: Net financing charge from continuing operations
11
3,749
2,989
Operating profit from continuing operations
1,229
8,904
Add back: Exceptional items from continuing operations
9
4,710
(721)
Operating profit before exceptional items from continuing operations
5,939
8,183
Less: COVID-19-related US government grant income
(2,087)
Underlying operating profit from continuing operations
5,939
6,096
Add back: Amortisation of intangible assets from continuing operations
15
211
203
Underlying earnings before interest, tax and amortisation (“EBITA”) from continuing operations
6,150
6,299
Add back: Depreciation of property, plant and equipment from continuing operations
16
7,815
6,825
Underlying earnings before interest, tax, depreciation and
amortisation (“EBITDA”) from continuing operations
13,965
13,124
(Loss)/profit before tax from continuing operations
(2,520)
5,915
Add back/(less): Exceptional items from continuing operations
9
4,710
(721)
Less: COVID-19-related US government grant income
(2,087)
Underlying profit before tax from continuing operations
2,190
3,107
Income tax expense from continuing operations
12
1,437
809
Add back: Exceptional tax expense from continuing operations
491
Group underlying tax expense from continuing operations
1,928
809
Group statutory effective tax rate from continuing operations
-57.0%
13.7%
Group underlying effective tax rate from continuing operations
88.0%
26.0%
Corporate governance
Financial statements
Additional information
Strategic report
199
Carclo plc
Annual Report and Accounts 2023
Information
for
shareholders
continued
(a) Reconciliation of non-GAAP financial measures
continued
2023
2022
Notes
£000
£000
Cash at bank and in hand
20
10,354
12,347
Loans and borrowings – current
22
(5,046)
(2,948)
Loans and borrowings – non-current
22
(39,668)
(41,804)
Net debt
(34,360)
(32,405)
Add back: Lease liabilities
22
11,870
10,870
Net debt excluding lease liabilities
(22,490)
(21,535)
Information on consolidated statement of cash flows
Net cash from operating activities from continuing operations
3,772
2,969
Net cash used in investing activities
(809)
(4,149)
Less: Net cash from investing activities from discontinued operations
(693)
Net cash used in investing activities from continuing operations
(809)
(4,842)
Net cash used in financing activities from continuing operations
(4,675)
(2,493)
Corporate governance
Financial statements
Additional information
Strategic report
200
Carclo plc
Annual Report and Accounts 2023
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
77.25p
127.5p
2019
10.3p
81.5p
2020
3.75p
23.0p
2021
15.15p
71.0p
2022
12.0p
41.0p
2023
10.8p
15.8p
(c) Share price information
Share price information can be found on the internet at
www.carclo-plc.com
(d) Further information on Carclo plc
Further information on Carclo plc can be found on the internet at
www.carclo-plc.com
Corporate governance
Financial statements
Additional information
Strategic report
201
Carclo plc
Annual Report and Accounts 2023
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) 371 384 2249. Lines are open between
8.30am and 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.
Shareholder
enquiries
Corporate governance
Financial statements
Additional information
Strategic report
202
Carclo plc
Annual Report and Accounts 2023
Cash conversion rate
Cash generated from operations divided by EBITDA as defined below
Compound annual growth rate (“CAGR”)
The geometric progression ratio that provides a constant rate of return over
a time period
Constant currency
Prior year translated at the current year’s average exchange rate. Included to
explain the effect of changing exchange rates during volatile times to assist
the reader’s understanding
EBITDA
Profit before interest, tax, depreciation and amortisation
Fixed asset utilisation ratio
Revenue from continuing operations divided by tangible fixed assets
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
Operating profit before exceptional items
Operating profit adjusted to exclude all exceptional items
Operational gearing
Ratio of fixed overheads to sales
Return on capital employed (excluding pension
liabilities)
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
Return on sales
Underlying operating profit, as defined below, from continuing operations,
as a percentage of revenue from continuing operations
Underlying
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 EBITDA
Profit before interest, tax, depreciation and amortisation 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
Glossary
Corporate governance
Financial statements
Additional information
Strategic report
203
Carclo plc
Annual Report and Accounts 2023
Company Secretary
David Bedford
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-plc.com
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
Panmure Gordon
40 Gracechurch Street
London
EC3V 0BT
Company and
shareholder
information
Corporate governance
Financial statements
Additional information
Strategic report
204
Carclo plc
Annual Report and Accounts 2023
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This report has been printed on Image Indigo,
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Annual General Meeting
31 August 2023
Interim results for half year ending 30 September 2023
November 2023
Preliminary results for year ending 31 March 2024
June 2024
Annual Report for year ending 31 March 2024
mailed July 2024
Annual General Meeting
August/September 2024
Financial
calendar
Carclo
engage • energise • execute
Registered office:
Unit 5, Silkwood Court,
Ossett, WF5 9TP
T +44 (0) 1924 268040
www.carclo.co.uk
investor.relations@carclo-plc.com
Carclo plc
Annual Report and Accounts 2023