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Carclo plc
Annual report and
accounts 2025
Advancing the future
through solutions
and innovation
Contents
Strategic report
Our business
1
At a glance
2
Our performance
3
Chair’s statement
7
Chief Executive Officer’s
business review
8
Our competitive edge
13
Business model
14
Our markets
16
Our capabilities
19
Our strategy
22
Strategic progress
23
Key Performance Indicators
25
Responsible operations
27
Task Force on Climate-related
Financial Disclosures (“TCFD”)
34
Our stakeholders
40
Chief Financial Officer’s review
43
Principal risks and uncertainties
49
Viability statement
56
Corporate governance
Chair’s introduction to governance
58
Statement of corporate governance
59
Our Board
60
Our Directors
61
Board activities
63
Audit & Risk Committee report
65
Nomination Committee report
69
Directors’ remuneration report
73
Directors’ report
94
Statement of Directors’ responsibilities
97
Financial statements
Independent auditor’s report
98
Consolidated income statement
105
Consolidated statement
of comprehensive income
106
Consolidated statement
of financial position
107
Consolidated statement
of changes in equity
108
Consolidated statement of cash flows
109
Notes to the consolidated
financial statements
110
Independent auditor’s report on
Company only
168
Company balance sheet
175
Company statement of
changes in equity
177
Notes to the Company financial
statements
178
Additional information
Information for shareholders
190
Five-year summary
194
Glossary
197
Company and shareholder information
198
www.carclo-plc.com
Our business
Precision that powers progress
Carclo is a trusted global partner delivering high-performance
components for life sciences, aerospace, and advanced
industries. Our solutions support life-critical applications where
reliability is essential and innovation defines success. Built on
Technology, Trust, and Transformation, Carclo enables precision
where it matters most.
What we do and how we create value
Our precision components and engineered
solutions are integrated into complex assemblies
and systems, playing a crucial role in ensuring
reliability, functionality, and performance
in our customers’ products. We combine
deep engineering expertise with advanced
manufacturing processes and cutting-edge
technology to develop new solutions and optimise
existing ones, making products more precise,
efficient and effective.
Precision manufacturing sounds straightforward,
but it is significantly more complex than simply
producing components to specification.
Tolerances, material properties, assembly
requirements, and long-term reliability must all be
considered carefully, especially across our global
network of design and production facilities.
Requirements vary across regions and industries.
That’s why we adapt our solutions to different
markets and applications, always delivering the
same high standards of performance.
Through our three value drivers: Pioneering
Precision Engineering, Perfecting Global
Manufacturing, and Creating Specialised
Solutions combined with our capabilities in
injection moulding, assembly and decoration,
we serve customers across life sciences, precision
technology, and aerospace and optical systems.
We’re driven by our
business model...
Read more on page 14
In expanding
global markets
......
Read more on pages 16 to 18
......
we meet this demand
through three core capabilities:
CTP’s Design & Engineering...
Read more on page 19
...Speciality Division.
Read more on page 21
...to deliver sustainable value
across our ecosystem.
Read more on page 15
...CTP’s Manufacturing
Solutions...
Read more on page 20
1
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
At a glance
Where failure is not an option, precision defines performance
We deliver breakthroughs in the most demanding environments, across life-saving diagnostics,
self-administered drug delivery, and mission-critical aerospace. Carclo is trusted by global
leaders for one reason: our ability to engineer precision where it matters most.
Design & Engineering
excellence network
Where ideas become reality through
collaborative design, tooling innovation,
and rapid prototyping.
£13.6m
1
Manufacturing
Solutions
Global production sites delivering high-precision
moulding, multi-component assembly, premium
decoration, and scalable supply chain solutions.
£93.4m
1
Expertise
locations
Precision machining centres of excellence
serving aerospace and high-performance
light & motion systems.
£14.2m
1
Sites
11
Employees
958
Revenue
£121.2m
Key facts
CTP Division
Speciality Division
Customer presence
Our facilities
1. Revenue.
We drive organic growth
through trusted client
partnerships and deep
expertise in life sciences
and precision engineering.
2
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Our performance
Strong platform for sustained value creation
Highlights
Health and safety: 73.9% reduction in
incident rates: Incident Frequency Ratio
("IFR") 0.6 (FY24: 2.3) (see page 8)
Return on Sales (“ROS”) increased to
8.1% (FY24: 4.9%) and Return on
Capital Employed (“ROCE”) increased
to 24.4% (FY24: 13.1%) (see page 8)
New financing arrangements with
BZ Commercial Finance DAC
(see page 7)
Agreement with Pension Trustees to
address actuarial deficit (see page 10)
CO₂e intensity: a reduction of 9.4%
to 87.3 tCO
2
e/ £1m revenue (FY24:
96.4 tCO
2
e) (see pages 30 to 31)
98% of UK electricity now from
renewable sources (see page 30)
Project Zelda Phase II deployed
across all regions
Revenue
Underlying earnings per share - basic
1
Statutory operating profit
Underlying EBITDA
3
Net debt
Underlying operating profit
2
Cash generated from operations
4
FY25
£121.2m
FY25
£7.6m
FY25
£16.4m
FY25
£19.2m
FY25
£9.8m
FY25
£19.1m
FY25
4.3p
FY24
£132.7m
FY23
£143.4m
FY23
£1.1m
£1.7m
FY23
£14.0m
FY23
£34.4m
FY23
0.2p
FY23
£5.8m
FY23
£11.1m
FY24
FY24
£14.6m
FY24
£29.5m
FY24
£6.6m
FY24
£18.6m
FY24
1.0p
1.
Underlying earnings per share is defined as earnings per share adjusted to exclude all non-underlying items. A reconciliation between the Group’s profit/(loss) to underlying profit used in the numerator to calculate underlying earnings per share
can be found in note 11.
2.
Underlying operating profit is defined as operating profit before non-underlying items. A reconciliation to statutory figures is given on pages 190 to 193.
3.
Underlying earnings before interest, taxation, depreciation and amortisation (“uEBITDA”) is defined as EBITDA before non-underlying items. A reconciliation to statutory figures is given on pages 190 to 193.
4.
Restated to be presented gross of defined benefit pension contributions but excluding Company settled administration costs. These administration costs are now presented within the consolidated statement of cash flows as part of net cash
from operating activities.
3
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Precision
& Progress
We are engineers, scientists, and technical partners
bringing breakthrough ideas to life across medical
technology, diagnostics and aerospace. From concept
to production, our innovation drives progress where
precision cannot be compromised.
Technology
|
Trust
|
Transformation
4
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Technology
|
Trust
|
Transformation
Performance
& Partnership
We are not just suppliers, we are trusted partners.
Through consistent performance, deep expertise,
and delivery discipline, we earn customer confidence
and build long-term success together.
5
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Technology
|
Trust
|
Transformation
Vision
& Value
We are reshaping what’s possible through innovation,
automation and sustainability. By transforming how
precision systems are designed, made, and delivered,
we help our customers lead in a changing world.
6
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Chair’s statement
A year of strong progress
We have taken a big step
forward in improving our
operational and financial
performance, and established
a stable platform from which
we can grow.
Dear shareholder
I am delighted with the progress the team has
made in transforming Carclo through the last
year. We have achieved our key strategic goals
for the year: to drive margin expansion through
improved operational performance and efficiency
whilst strengthening the Group’s balance sheet
through a focus on cash generation and targeted
investment. We have also achieved a significant
improvement in our safety performance across
the Group, with our safety incident rate falling by
over 70%. Our rationalisation plan in the CTP US
business was delivered on time and to budget
whilst our businesses in EMEA and Asia-Pacific
have continued to perform strongly. Our revenues
reduced compared to the prior year as we exited
low-volume, low-margin business in the US and
alongside this, we have made significant progress
towards our medium-term financial goals of
10% Return on Sales and 25% Return on Capital
Employed, achieving 8.1% and 24.4% respectively
for the year. You can read more about the actions
we have taken to deliver this improvement in the
Chief Executive Officer’s business review on pages
8 to 12.
We now have a business with stable foundations
and are in a position from which we can grow in
the years ahead. We deliver solutions that are
critical to the success of our customers and our
strategy of delivering operational excellence is
not only beneficial to our own performance, but
also to delivering an outstanding service to our
customers.
We are positioned in markets with structural
growth characteristics and, as outlined in more
detail in our strategy on pages 22 to 24, our focus
now turns to expanding in those markets with both
existing and new customers.
The Board
During the year, we have recruited a new Chief
Financial Officer (“CFO”), after Eric Hutchinson
advised us of his intention to retire at the end of
the financial year. I would like to express my sincere
thanks to Eric for his significant contribution to
Carclo both as a Board member and, latterly, as
CFO. Eric stepped up to be CFO from his position
as a Non-Executive Director when the Group was
at a critical point and he has been an integral part
of driving the turnaround, bringing both stability
and improved performance to the Group. We wish
Eric well in his retirement.
We welcomed Ian Tichias as CFO from 1 April 2025,
and I am delighted with the speed at which Ian has
assimilated his understanding of the Group and
the positive impact he has already made to the
organisation. This change is discussed in more
detail in the corporate governance report on
pages 58 and 62.
I would like to thank all of my Board colleagues for
their contribution during the year. We have made
significant progress and every Board member has
played a key part in driving the transformation in
the Group’s performance.
Refinancing and triennial valuation
of the Group pension scheme
We achieved the significant milestone of agreeing
refinancing arrangements with BZ Commercial
Finance DAC (“BZ”) on 24 April 2025. I am
delighted to have BZ as our strategic financing
partner and I believe they are a good match for
our needs as we move into a growth
period for the Group.
In parallel, we reached agreement with the
Trustees of the pension scheme in respect
the actuarial deficit as at 31 March 2024 and
the associated deficit repair contributions.
We recognise the Group’s defined benefit pension
scheme as a key stakeholder for the business
and continue to make good progress in steadily
reducing the actuarial deficit relating to it. More
details of the new financing arrangements can be
found in the Chief Financial Officer’s review on
pages 43 to 48.
Our people
Our people throughout the business continue
to work incredibly hard to address challenges
and drive the performance of Carclo. We have
achieved great success during the year which
has only been possible through the contribution
of every single member of the team. I am proud
to be able to lead this talented group of people
and, on behalf of the Board, I would like to thank
all of our employees for their continued hard
work and commitment.
Joe Oatley
Chair
28 August 2025
7
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Chief Executive Officer’s business review
Advancing the future through solutions and innovation
Despite continued external
volatility, we stayed
disciplined, focused and
fast-moving. The measures
we took were bold by design
and they are working.
Our stronger second-half
performance is not
coincidence but consequence.
It reflects sharper execution,
better decisions, and the early
impact of our transformation
agenda now gaining
momentum across the Group.
Dear shareholders, employees
and partners
FY25 has been a year of remarkable
transformation for Carclo, where strategic clarity
has translated into measurable financial results.
Through decisive action and disciplined execution,
we have successfully reset the business with
both greater stability and increased agility amidst
geopolitical uncertainty and shifting global market
demands. Across regions and divisions, our
targeted strategies have delivered tangible impact:
Volume growth in APAC, particularly India
Operational gains and site specialisation in
CTP’s EMEA region
Strong volume growth in Speciality, following
strategic portfolio refocus
Strong margin expansion in the CTP US
business, driven by restructuring and a focus
on operational excellence
The seamless integration of Tucson into
our Pennsylvania operations under unified
leadership exemplifies the scale and pace of
our transformation.
These initiatives are already delivering results.
Our ROS increased from 4.9% to 8.1%, and ROCE
surged from 13.1% to 24.4%. The platform we
have built is resilient, scalable and aligned with
long-term value creation.
For those who share our vision – investors,
customers, employees, and partners alike –
Carclo now presents a compelling opportunity.
Powered by our integrated edge
Health and safety: Safety
champions shaping our culture
At Carclo, we are safety champions who place
the wellbeing of every colleague at the heart
of our identity. Our culture is one where safety
is not just a priority – it’s who we are. Through
rigorous training programmes, proactive hazard
identification, and an environment where everyone
has “stop work” authority, we have transformed
into an organisation with a 73.9% reduction in
overall incident rates. Our IFR decreased from
2.3 to 0.6, reflecting our evolution into a company
where safety excellence is embedded in our DNA.
Our third annual Safety Week saw unprecedented
participation across all regions, reinforcing
our identity as a company that values human
potential above all else. This safety-first mindset
does not just protect our people; it defines us
as operational excellence leaders who create
long-term value through reduced disruptions
and enhanced productivity.
Together, these strengths define who we are
and how we deliver results, creating long-term
value through innovation, discipline and scalable
performance.
Our ability to engineer precision into
life-critical applications
Technology
The dependable delivery and operational
excellence that customers and investors
rely on
Trust
Our ongoing evolution – reshaping systems,
partnerships and products for tomorrow
Transformation
8
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
CTP Division: Driving scalable
growth through innovation
Design & Engineering
Our D&E business delivers bespoke,
project-focused solutions that redefine
capabilities in life sciences and advanced
manufacturing. During the year, we delivered
a standout High-Throughput Electroporation
Consumables Co-Development Project with
a leading Asia-Pacific biopharmaceutical
company which showcased our ability to
innovate scalable solutions for gene therapy
breakthroughs. The platform increases
throughput for our customers by 300% while
reducing cost-per-sample by 40%.
We also made a number of strategic
investments in asset revitalisation and
automation are setting the foundation for
long-term growth. New design verification
protocols have reduced time-to-market by
18% for complex medical components, while
enhanced simulation capabilities have cut
physical prototyping iterations by nearly half.
Our specialised upskilling programmes for
engineering teams focus on advanced simulation
techniques and next-generation materials.
Manufacturing Solutions
Our Manufacturing Solutions business now
comprises streamlined global operations
delivering world-class quality and efficiency.
Integration of Tucson’s volume into Pennsylvania
operations has achieved significant cost
efficiencies and brought US operations to the
same excellence standards as our EMEA and
APAC facilities.
Key FY25 breakthroughs include our Quick
Mould Change initiative reducing changeover
time by 67%, adding over 450 hours of saleable
capacity per machine annually. Assembly,
decoration, and supply chain investments
increased throughput by 22% while maintaining
quality standards. Real-time production
monitoring across global facilities improved
Overall Equipment Effectiveness (“OEE”) by 8.5
percentage points. Our largest medical device
customer awarded us their “Supplier Excellence
Award” for the second consecutive year.
LifeTech Solutions
Our CEO-led innovation incubator developing
proprietary technology, materials and
breakthrough products for next-generation
applications. This dedicated R&D arm focuses
on creating intellectual property and pioneering
solutions that will drive future growth, leveraging
our deep expertise in precision manufacturing
and life sciences to develop tomorrow’s
technologies today.
Speciality Division: High-value
innovation in niche markets
Aerospace
The Division achieved record-high sales and
near-record profits driven by strategic portfolio
refocusing and strong market demand. Our
precision machining solutions have grown
from 27% of division output three years ago to
62% today, delivering exceptional results, with
33% Compound Annual Growth Rate (“CAGR”)
in this segment.
Major achievements include securing £4.2m in
precision component orders for next-generation
commercial aircraft engines over three years, and
successful launch of air force defence solutions
opening fresh revenue streams with initial orders
from three major defence contractors. Our
continued focus on RMO (Repair, Maintenance
and Overhaul) and strategic expansion of
machining capabilities in the UK and France have
been particularly notable in civil aviation, where
airlines’ focus on extending equipment lifecycles
creates significant opportunities.
Light & Motion
Advanced LED optics delivering breakthrough
innovations for emergency and automotive
markets. Our new-generation high-efficiency
LED optics for emergency vehicle lighting
feature enhanced visibility, improved beam
angles and superior light management. These
innovations have created new applications for our
technology and secured contracts with leading
automotive lighting manufacturers, opening
fresh revenue streams in high-growth segments.
Chief Executive Officer’s
business review
continued
Resetting and reshaping
our organisation
We have reshaped Carclo around two distinct
yet complementary engines of growth: the
CTP Division and the Speciality Division. This
dual structure positions us uniquely, combining
project-driven innovation with process-driven
efficiency to meet diverse customer needs and
scale with confidence.
In FY25, we completed the planned closure of our
Tucson site on time and within budget, successfully
consolidating all our US operations into our
Pennsylvania facilities. This was not just an exercise
in efficiency, it was a strategic transformation.
The result: improved asset utilisation, reduced
complexity and greater responsiveness. Our
new 3,000 sq ft welding and assembly facility in
Greensburg, equipped with 16 state-of-the-art
machines, stands as proof.
We also concluded our factory specialisation
programme within CTP, establishing a globally
scalable model built for margin resilience and
market responsiveness. This evolution strengthens
our identity as a performance-led business
focused on long-term value creation, capable of
thriving in today’s volatile world.
Our dual engines of growth
9
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Chief Executive Officer’s
business review
continued
Financial and operational resilience
We are focused on robust financial stewardship
and ensuring we have a solid platform for
long-term growth. Our financial discipline, even
taking into account £2.3m in non-underlying costs,
has delivered solid performance, demonstrating
the effectiveness of our strategic reset. We’ve
driven ROS to 8.1% and ROCE to 24.4%,
reflecting our identity as a company committed
to disciplined execution and enhanced margins.
With these results, we are well en route to reach
our strategic targets of 10% ROS and 25% ROCE.
While we are confident in our trajectory, we remain
prudently committed to sustainable profitable
growth rather than short-term high-risk gains.
Our relentless focus on cash generation and
working capital management has stabilised our
position and built resilience with a significant
reduction in net debt during the year.
On 24 April 2025, we secured new financing
arrangements with BZ Commercial Finance DAC
and reached an agreement with our Pension
Trustees to address our actuarial pension deficit.
The new facilities include a term loan of £27.0m
and a revolving credit facility of up to £9.0m.
In parallel, we paid £5.1m into the pension Scheme
on completion of the triennial pension scheme
valuation, and agreed a gross annual contribution
of £3.5m over the next five years. The triennial
valuation as of 31 March 2024 was at a technical
provisions deficit of £64.5m, down from £82.8m
in 2021.
This refinancing is not merely a technical
transaction; it is the embodiment of Carclo as a
company reborn. It confirms that we aren’t just
survivors who weathered past challenges, but we
have laid the groundwork to accelerate our growth
trajectory with confidence.
Strategic expansion
Our geographical expansion strategy is one
of our key levers for future growth. We are
investing in complex precision injection moulding
and fully automated assembly for in vitro
diagnostic solutions within our CTP business,
while scaling regional capabilities to meet rising
demand in India and South Asia. Our strategy
goes beyond replication; we are aligning each
new facility to specialised local requirements,
targeting opportunities in aerospace, optics,
and medical diagnostics.
10
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Chief Executive Officer’s
business review
continued
Technology:
Precision & Progress
At Carclo, we are more than contract
manufacturers: we are precision engineers and
innovation partners. Our teams of scientists,
engineers, and technical specialists bring ideas
from concept to production, powering life-critical
solutions in diagnostics, drug delivery and
advanced manufacturing.
A key milestone in this transformation is the
creation of
LifeTech Solutions
, our CEO-led
innovation incubator. Designed to operate
independently of daily operations, LifeTech
ensures strategic innovation receives the focus
and investment it needs. Its mission is to develop
proprietary technologies and materials that
solve real-world market challenges and deliver
long-term competitive advantage.
Three major initiatives are already underway:
ConnectedCare, which provides real-time
chain visibility to enable data-driven decisions;
next-generation polymer alternatives that
meet regulatory needs without compromising
performance; and external innovation
partnerships that leverage our global platform
to bring breakthrough technologies efficiently
to market.
These are not short-term wins, they are strategic,
multi-year investments that will drive margin
enhancement and differentiation.
Alongside this long-term pipeline, we are also
delivering operational innovations that create
value today. Our Carclo Insight digital platform
provides a unified dashboard of performance
data, enabling teams to focus on improvement
rather than reporting. We’ve introduced
3D-printed moulds to enhance cooling and
product quality, advanced C-Mould for faster
sampling and tooling time, and expanded
AI-driven automation with real-time data to
optimise production scheduling, quality control
and inventory management.
By turning promising innovation into tangible
results, we are strengthening our role as a
technology-led partner; one that delivers
both manufacturing excellence and proprietary
solutions that unlock distinctive value for
our customers.
Trust:
Performance & Partnership
At Carclo, trust is earned through performance.
We are partners, not just suppliers, combining
precision engineering expertise with consistent
delivery to enable our customers’ success.
In FY25, our focus on execution translated into
measurable outcomes: On-Time, In-Full (“OTIF”)
delivery improved, and customer satisfaction
rose across regions. The highlight was securing a
new five-year contract with our largest customer,
a clear endorsement of our reliability, quality and
long-term value.
We also expanded strategic partnerships in
APAC, supporting regional manufacturing and
integrated supply chain solutions. In animal
health, we are co-developing innovative
offerings from PFAS-free rubber replacements
to connected components that bring data
intelligence into life science platforms.
These growing partnerships are more than
commercial; they are collaborative. They build
stable, long-term revenue streams while opening
new innovation pathways. In an increasingly
competitive market, Carclo stands out by being
a trusted, capable partner; one who delivers,
adapts and grows alongside its customers.
Transformation:
Vision & Value
Transformation at Carclo is not just a strategy, it’s
a discipline. We have evolved from a traditional
product supplier into a precision partner that
creates integrated, high-performance solutions
across life sciences and advanced manufacturing.
This shift is anchored in our One Carclo approach:
aligning global operations, standardising systems,
and building a unified culture focused on
long-term value creation.
In FY25, this transformation delivered tangible
outcomes across three key areas:
Factory specialisation:
We consolidated
our US operations by closing Tucson and
scaling Pennsylvania, unlocking efficiencies,
streamlining automation, and enhancing
quality through shared global systems.
Material and process innovation:
Advancing new materials and processing
methods across APAC, EMEA and the US,
increasing productivity while supporting
sustainability and compliance goals.
Back-end automation:
Our APAC-led
initiatives in digital and mechanical automation
are reducing manual bottlenecks, addressing
talent shortages, and improving output across
global sites.
These changes are more than operational –
they are strategic. They have improved asset
utilisation, increased equipment effectiveness
and reduced cost-to-serve. As a result, Carclo is
now a leaner, more resilient, and margin-focused
organisation built not just for today, but for
sustainable growth in FY26 and beyond.
How strategy becomes performance
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Chief Executive Officer’s
business review
continued
Advancing sustainability
We are environmental custodians who translate
our commitment to sustainability into tangible
actions. UK operations are now 98% CO₂ neutral
on electricity due to new energy contracts, and
as efficiency champions, we’ve achieved a 9.4%
reduction in CO₂e emissions per £1m of revenue
and reductions in total energy consumption across
the Group. Our APAC facilities are progressing
towards CO₂ neutrality, with the US market next
on our roadmap.
Our goal to reduce waste by 50% in our self-help
Zelda project, and the enhanced yield is well on
track, supporting both our environmental
commitments and operational efficiency objectives
.
These initiatives don’t just reduce our
environmental impact – they cement our position
as cost-efficiency leaders and responsive
partners in a marketplace increasingly defined by
sustainable manufacturing values.
Positioned for value creation
The strategic reset we have implemented over
the past year has fundamentally strengthened
Carclo’s market position and growth potential.
Our improved financial metrics – from enhanced
margins to stronger returns – provide a solid
foundation for future investment. The dual-engine
structure of our business enables us to capitalise
on both high-value, project-driven innovation and
scalable, process-driven efficiency.
Our technological leadership, particularly through
the establishment of our LifeTech Solutions
incubator and digital transformation initiatives, is
developing proprietary capabilities that will drive
our next wave of breakthrough solutions and
long-term value enhancement. Meanwhile, our
investments in automation, process optimisation,
and regional manufacturing have enhanced our
competitive advantage in high-value secular
growth markets.
Long-term partnerships with key customers and our
expanding presence in high-growth regions position
us well to capture emerging market opportunities.
Our commitment to environmental responsibility and
operational efficiency further enhances our appeal
to customers and partners who increasingly value
sustainable business practices.
Carclo has transitioned from a company of
promises without delivery to one that delivers
results. This fundamental shift in our approach to
business execution creates meaningful value for all
our stakeholders.
Conclusion and outlook
The strategic actions taken in recent years to turn
the business around are bearing fruit and their
success is evident in the improved operational
and financial performance reported for FY25.
The Group is well positioned to build upon this
positive trajectory, notwithstanding an increasingly
complex global backdrop. The ongoing operational
excellence programme and maintenance of the
disciplined approach to cash management and the
ongoing operational excellence programme are
expected to drive sustained financial resilience and
strategic flexibility.
Growth in the medium term will focus on
accelerating expansion in the Life Sciences
sector, where demand for high-precision solutions
continues to grow and continued momentum
in our Speciality Division, particularly in the
aerospace sector. Strong cash flow performance,
an improving net debt position and the new
borrowing facility with BZ provide a solid financial
platform for this growth.
We have long-term strategic partnerships with our
key clients and the markets for our products are
growing. The strategic changes that have been
made have built a strong foundation for sustained
performance improvement and we remain on track
to achieve our long-term strategic goals. We are
confident in delivering sustainable profitable
growth and enduring value for all our stakeholders.
The best of Carclo lies ahead, and I invite you
to stay with us on this shared journey delivering
precision, creating value, and advancing the
future together.
Yours faithfully,
Frank Doorenbosch
Chief Executive Officer
28 August 2025
Why choose Carclo?
Trusted partners
We build enduring relationships through
consistent delivery, transparency and a
long-term view.
Our growing customer base and multi-year
contracts reflect our reputation as a
dependable, value-adding partner –
not a transactional supplier.
Precision engineers with
innovation DNA
Our heritage is rooted in precision engineering,
but our mindset is future-focused.
We develop solutions that push boundaries
– combining proven expertise with curiosity,
creativity and technical depth.
Transformation-driven
We don’t just adapt – we lead.
From facility consolidation to digital automation,
we continuously refine our operations, unlock
efficiency, and invest for resilience and margin
expansion.
Technology-led
Technology is embedded in everything we
do – from AI-powered production analytics
to next-generation materials.
We invest in what matters: tools and platforms
that deliver speed, reliability and sustainable
performance.
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Our competitive edge
Advancing the future through solutions and innovation
At the heart of this transformation is our
competitive edge – Technology, Trust
and Transformation – which defines how
we operate, innovate and lead. These
strengths are driving performance today
and shaping the Carclo of tomorrow.
Technology:
Precision & Progress
From engineering excellence to
proprietary solutions, we enable
life-critical innovation.
We continue to strengthen our core in
diagnostics, drug delivery and medical
devices, while expanding into
aerospace and precision industries.
Strategic investments in automation
and next-generation materials drive
faster development, smarter
production, and the innovation edge
our customers rely on.
Trust:
Performance & Partnership
From delivery discipline to long-term
partnerships, we build momentum
through results.
We are deepening strategic customer
relationships to co-develop
breakthrough solutions, expanding
regional manufacturing to enable
localised production, and leveraging
our global platform for scalable,
high-performance output.
Trust is earned and our performance
continues to prove why Carclo is a
partner of choice.
Transformation:
Vision & Value
From operational strength to strategic
growth, we are evolving how Carclo
competes and scales.
We are expanding in high-growth
markets across North America, EMEA
and APAC, advancing our innovation
incubator, and developing sustainable
manufacturing solutions.
This transformation makes Carclo
leaner, faster, and better positioned
to lead in precision-critical
global industries.
We turn precision into performance, and strategy into value, with Technology, Trust and Transformation.
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Business model
We’re driven by our business model...
Embracing a global mindset and implementing local strategies, we serve our partners with exceptional
standards and innovation facilitated by our global manufacturing platform.
Design & Engineering
See more on page 19.
Advancing the future through solutions and innovation
Manufacturing Solutions
See more on page 20.
Speciality
See more on page 21.
Technology
We envision a world advanced by precision
innovation in life-critical technologies
and manufacturing.
Trust
We are dedicated to producing consistently
high-precision components that meet rigorous
customer standards, ensuring operational
excellence at every step.
Transformation
We believe transformative thinking and
bold engineering improve lives and shape
a sustainable future.
Technical excellence, engineering rigour,
next-generation materials and automation
fuel our innovation edge.
High-precision components, complex
assemblies, and digitalised manufacturing
systems for mission-critical applications.
Consistent delivery, transparent collaboration,
and customer-first responsiveness drive
our performance.
Agile execution, forward-looking strategies,
and market-responsive innovation propel
our transformation.
Scalable, reliable solutions built through regional
platforms and performance-led partnerships.
Breakthrough products and proprietary
technologies that redefine standards in
diagnostics, aerospace and sustainability.
Our key capabilities
Driven by our core values
Our vision
Our drivers
Our solutions
Our purpose
We seek a
better way
We operate as
“One Carclo”
We are always
open and honest
We drive long-term
sustainable growth
We always act
responsibly
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Business model
continued
...to deliver sustainable value across our ecosystem.
Our approach
Carclo’s business model is designed to create
lasting value for all stakeholders, balancing
short-term performance with long-term
sustainability. Our structured approach to
stakeholder engagement ensures we understand
and address the needs of everyone in
our ecosystem.
Shareholder value
We focus on maximising sustainable returns through:
Strategic capital deployment and disciplined
resource management
Increasing Return on Sales and Return on
Capital Employed
Enhanced cash generation and effective
debt management
Long-term growth through targeted innovation
and market expansion
Customer success
Delivering exceptional quality and innovative solutions
for customer success:
Collaborative engineering partnerships addressing
complex challenges
Consistent quality standards across
global operations
Responsive service tailored to specific market
requirements
End-to-end support from design through to
production and supply chain
Supplier and partner relationships
Our partnerships are built on:
Mutual trust and shared objectives that benefit
all participants
Collaborative approach to innovation and
problem-solving
Resilient supply chains that withstand
market volatility
Long-term relationships based on fairness
and transparency
Employee development
We are committed to creating a rewarding,
inclusive environment:
Unwavering focus on health and safety
across all operations
Professional growth opportunities and
skills development
Recognition of excellence and contribution
at all levels
Engaged workforce guided by our
“One Carclo” principle
Community and environmental
responsibility
Our commitment to responsible operations includes:
Targeted reduction in environmental impact across
all facilities
Progress on carbon emissions reduction, with UK
operations already carbon neutral for electricity
Active engagement with local communities where
we operate
Sustainable manufacturing practices reducing
waste and energy consumption
Creating value for all stakeholders
Our success is measured
not just by our financial
performance, but by the
value we create for all
our stakeholders.
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Our markets
In expanding global markets ...
Life Sciences
Precision, Care, Innovation
At Carclo, we leverage precision engineering and innovative technologies to support the life sciences
sector. Our advanced solutions for diagnostics and drug delivery systems improve patient care and
allow medical innovations, ensuring reliability and accuracy.
The global life sciences market presents significant opportunities. The in-vitro diagnostics (“IVD”)
market is projected to have a 5.6% CAGR to 2030
1
, while drug delivery systems are expected to reach
a CAGR of 7.5%
2
, driven by biologics and personalised medicine.
Market trend
There is an increasing demand for rapid and accurate diagnostics solutions and convenient drug delivery
systems, with point-of-care testing growing in importance for improved healthcare accessibility,
particularly in emerging markets. The trend towards personalised medicine and self-administered
care continues to accelerate, requiring ever-more precise components and systems. These trends
are driving revenue acceleration as customers seek integrated, end-to-end solutions from concept
to commercialisation.
Market drivers
Growth in personalised medicine, the rise of chronic diseases and increasing self-care are pushing
innovation in diagnostic and delivery technologies. Post-pandemic emphasis on diagnostic testing
infrastructure and regulatory requirements for safer, more effective drug delivery systems are driving
market expansion. Our global manufacturing footprint and regulatory expertise position us to capture
this growth across multiple regions simultaneously.
Carclo’s response
We are expanding our range of precision components to enhance the accuracy and reliability of diagnostic
devices and more sustainable drug delivery solutions. Our
value differentiator
lies in our LifeTech
Solutions incubator, where we develop proprietary technologies including PFAS-free polymer alternatives
and connected care solutions for data-driven healthcare applications. Through our ISO 13485 certified
facilities, cleanroom capabilities, and co-development partnerships, we deliver components that meet
the exacting standards required for life-critical applications while providing comprehensive regulatory
support from FDA to CE marking.
1.
Grand View Research IVD Market Report 2025-2030.
2. Grand View Research Drug Delivery Devices Market Report 2025-2030.
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Our markets
continued
Precision Technology
Reliability, Efficiency, Technology
Carclo stands at the forefront of high precision engineering with components that redefine reliability and
efficiency. From high-end automation systems and protective equipment to critical financial transaction
mechanisms, our products are essential to the seamless operation of sophisticated technology across
multiple sectors.
The global precision engineering market demonstrates robust growth, with industrial automation
components projected to grow at 10.8% CAGR from 2025 to 2030
1
. High-precision manufacturing for
financial systems, protective equipment, and automated machinery requires components that withstand
millions of cycles while maintaining consistently high performance and security standards.
Market trend
The surge in industrial automation and digital security systems creates demand for ultra-precise,
reliable components that can withstand continuous operation while maintaining consistent
performance. As manufacturing becomes more sophisticated, and security requirements intensify,
the need for precision-engineered parts rises correspondingly. This trend drives revenue acceleration
through long-term partnerships with equipment manufacturers seeking reliable, high-performance
component suppliers.
Market drivers
Technological advancements and increasing consumer expectation for efficiency and security are
transforming requirements across industrial, financial, and safety sectors. Growing emphasis on
automation reliability, enhanced security protocols, and equipment longevity creates sustained demand
for precision components. The acceleration of automation adoption assists in mitigating rising labour
costs, while regulatory requirements for safety equipment drive quality standards higher.
Carclo’s response
We design and produce ultra-precise and reliable components that enhance the performance
and durability of automated systems, protective equipment and secure transaction mechanisms.
Our
value differentiator
lies in our ability to engineer components for extreme reliability requirements
— supporting millions of operational cycles with consistent performance. Through advanced materials
expertise, precision moulding capabilities and rigorous quality systems, we deliver components that
meet the exacting standards required for mission-critical applications while helping customers transition
to next-generation technologies and enhanced operational efficiency.
1.
Grand View Research Industrial Automation and Control Systems Market 2025-2030.
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Our markets
continued
Speciality
Safety, Precision, Exploration
Carclo elevates industry standards through exceptionally precise components crucial for aerospace safety
and advanced LED optical solutions. Our commitment to precision and innovation drives performance
across both aerospace and light and motion markets.
Within our Speciality Division, our Aerospace business supplies critical systems with strategic focus on the
growing repair, maintenance and overhaul (“RMO”) market, expected to reach US$120.96bn by 2030 at
4.7% CAGR
1
. Our Light & Motion business delivers pioneering LED light management solutions spanning
automotive lighting to specialised optical applications.
Market trend
Growing aviation activity boosts demand in traditional markets while emerging South Asian opportunities
align with our recent business wins. The aerospace sector’s focus on quality, safety, and supply chain
resilience creates revenue acceleration through long-term partnerships and precision machining growth –
now 57% of division output compared to 27% three years ago. Simultaneously, energy efficiency demands
drive innovation across automotive and specialised lighting applications.
Market drivers
Increased expectations for aerospace quality and reliability, coupled with commercial air travel resurgence,
drive market growth. Post-pandemic supply chain diversification creates opportunities for trusted
partners. Environmental regulations and LED technological innovations generate new demand for
precision-engineered optical components requiring higher accuracy in increasingly miniaturised designs.
Carclo’s response
We capitalise on precision machined components growth by providing cutting-edge aerospace-grade
parts while expanding our geographical reach, particularly in South Asia. Our
value differentiator
lies
in our specialised certifications, delivering a 33% CAGR growth in our precision machining, and unique
combination of aerospace expertise with advanced optical capabilities. Through strategic expansion of
UK and France machining capabilities and developing plans for a centre of excellence in Bangalore, we
deliver bespoke solutions that redefine standards in these demanding industries while capturing emerging
opportunities in high-growth markets.
1.
Grand View Research Aircraft MRO Market Report 2025-2030.
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Our capabilities
…we meet this demand through three
core capabilities: CTP’s Design & Engineering...
Our Approach
Design & Engineering (“D&E”) sits at the
heart of Carclo’s Technology pillar, where we
transform market and customer requirements
into engineered solutions that set new industry
standards. Our project-focused teams ensure
exemplary service delivery from conceptualisation
to final validation.
Key Capabilities
End-to-end project management from
concept to validation
Advanced mould and automation
design expertise
Technical innovation focused on
life-critical applications
Digital integration enabling
operational excellence
Value Creation
As a project-driven organisation, we deliver
unparalleled global support across all phases
of product development. Our commitment
extends beyond mere execution to encompass
groundbreaking innovations in both processes
and products.
Strategic Progress
Investments in asset revitalisation and
back-end automation
Automation projects addressing growing labour
scarcity challenges
Expansion of design capabilities tailored to life
science applications
Enhanced digital tools improving design
efficiency and effectiveness
Forward Focus
D&E is advancing towards lights-out
manufacturing capabilities in the medium to
long term, establishing a compelling operational
template that we are deploying across the wider
Group. This strategic direction supports our
commitment to Technology leadership and
continuous innovation.
Transforming complex challenges into breakthrough solutions
Project – one-off custom solutions
Our collaborative design
approach is tailored to unique
customer challenges, creating
solutions that others cannot.
Percentage of Group
Revenue
11%
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Our capabilities
continued
...CTP’s Manufacturing Solutions...
Our Approach
Manufacturing Solutions embodies Carclo’s
Trust pillar, where our global production platform
delivers reliable, high-precision components.
Our standardised processes ensure exceptional
quality regardless of geographic location.
Key Capabilities
Precision injection moulding and
multi-component assembly
Automated production systems for
consistent quality
Regional manufacturing across Americas,
EMEA and APAC
Full service supply chain solution
Value Creation
Our global manufacturing platform spans three
continents with specialised facilities providing
extensive technical support. We offer precision
solutions, through injection moulding, complex
assemblies, and integrated supply chain
solutions that cater to the diverse needs of
our customers worldwide.
Strategic Progress
US operations transformation to match
EMEA standards
Medium-run business successfully relocated
to Central Europe
UK operations implementing automation for
long-run production
Successful integration of Tucson volumes,
enhancing operational efficiency in the US
Forward Focus
We continue to drive operational excellence
through back-end automation, data analytics
and regional optimisation. Our focus on standard
responsive, flexible production platforms ensures
we can adapt quickly to market changes while
maintaining the high-quality standards our
customers depend on.
Delivering consistent quality across continents
Process – scalable volume production
We don’t just manufacture
products – we build trust
through consistent quality,
responsive service, and
performance-driven
partnerships.
77%
Percentage of Group
Revenue
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Our capabilities
continued
...Speciality Division.
Our Approach
The Speciality Division exemplifies Carclo’s
Transformation pillar, pushing boundaries in
aerospace and optical applications. By combining
precision engineering with deep sector knowledge,
we create solutions that enable innovation in
demanding environments.
Key Capabilities
Precision cable systems, components,
and assemblies for original equipment
manufacturer (“OEM”) and MRO applications
Certified specialist processes: thread rolling,
rotary swaging, Computer Numerical Control
(“CNC”) machine, and testing
Full lifecycle support from prototype to serial
build and aftermarket spares
Value Creation
Our Speciality facilities combine deep heritage
with advanced, certified processes to deliver
critical components and systems with zero-failure
tolerance. Trusted across civil, defence, light
aircraft and vintage platforms, our solutions meet
the most demanding standards of safety, quality
and performance.
Strategic Progress
Record-high sales and near-record profits
in Aerospace
Growth in precision machining from 27% to 57%
of division output
Expansion of machining capabilities
Forward Focus
We are capitalising on the growth of precision
machined components and expanding our
geographical footprint to capture emerging
opportunities. Our deep expertise in niche
markets, backed by long-standing industry
relationships, positions us to create lasting value
in specialised, high-growth sectors.
Expertise that transforms industries
Precision – specialised high-value components
Our specialised capabilities
turn complexity into precision,
delivering products that
enhance performance and
reliability in the world’s most
demanding environments.
12%
Percentage of Group
Revenue
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Our strategy
Our balanced strategy is built for future growth...
2. Expansion
Capturing high-value opportunities, deepening
customer relationships, and strategically growing
our global presence.
3. Innovation incubator
Driving the future through proprietary
technology, breakthrough materials
and innovative solutions.
1. Financial resilience
Building sustainable growth through disciplined
cash management, debt reduction and
improved returns on capital.
1. Operational excellence
Maximising efficiency through
specialised manufacturing, optimised
processes and advanced automation.
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Strategic progress
...by delivering strong financial resilience and operational excellence...
1. Financial resilience
Net Debt
£19.2m
(FY24: £29.5m)
Net Debt and uEBITDA Ratio
1.2
(FY24: 2.0)
Continuous focus on cash and cash-conversion rate delivered stronger financial health and
shows improving management of our finances.
1. Operational excellence
Return on Sales
8.1%
(FY24: 4.9%)
Our continuous margin improvement reflects our focus on value creation and operational
excellence, positioning us for more resilient financial results and a solid base for
sustainable growth.
0
5
10
15
20
25
30
35
40
0.0
HY21
FY21
HY22
FY22
HY23
FY23
HY24
FY24
HY25
FY25
1.0
2.0
3.0
£m
Xs
HY21
FY21
HY22
FY22
HY23
FY23
HY24
FY24
HY25
FY25
0
1
2
3
4
5
6
7
8
9
%
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2. Expansion
1.
Prior year comparatives presented on a constant currency basis.
CTP MS achieved 4.5% revenue growth,
aligning with market trends
Speciality revenue advanced due to
relaxing supply chain in Aerospace and
bringing Optics (Light & Motion) back
to growth
In FY26 we are focused on growth
opportunities where we can create value
and driving sustainable revenue through
strategic initiatives
3. Innovation incubator
Strategic progress
continued
...while accelerating growth through expansion and innovation...
MS (+4.5%)
Strategic exit
D&E (-36.2%)
Speciality (+20.3%)
FY24
1
(£m)
89.4
FY25 (£m)
93.4
14.2
13.6
11.8
21.3
8.4
Charting the
journey
Innovation
catalysts
Spotting emerging trends
and forging strategic
partnerships
Understanding patient
needs and converging
tech opportunities
Market insights
Development
Commercialisation
Scaling
Building real-world
solutions that improve
patient outcomes
Designing modular
moulds and connected
products for smart
solutions
Accelerating
time-to-market to meet
evolving clinical demands
Expanding IP and
launching breakthrough
innovations
Driving global adoption
to maximise healthcare
impact
Scaling precision
technologies globally
across Carclo’s network
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Key Performance Indicators
...with progress towards our growth targets...
To enable our performance to be tracked against our organic growth strategy, we have focused on the following
Key Performance Indicators (“KPls”).
For further information in relation to the Financial KPIs detailed below, please refer to pages 105 to 109, and in relation to the non-Financial KPIs, please refer to Responsible operations on pages 27 to 33
Return on Capital Employed
1
11.3pps
FY25
24.4%
FY24
13.1%
FY23
9.6%
Significant progress towards our strategic ROCE target of 25%
with the increasing ROCE directly related to the actions taken to
restructure our businesses, focusing on process optimisation,
increased asset utilisation and efficiency, improved pricing and
cost control.
Return on Sales
1
3.2pps
FY25
8.1%
FY24
4.9%
FY23
4.1%
Further progress towards our strategic Return on Sales target
of 10% with both the CTP Division and the Speciality Division
delivering an increase in Return on Sales driven by their focus on
higher-margin products, operational efficiencies and long-term
strategic customers.
Cash conversion rate
56.2pps
FY25
135.0%
FY24
191.2%
FY23
119.6%
The continued focus on cash generation via operational
improvements, capital expenditure management and robust
working capital control shows a strong cash conversion rate.
Fixed asset utilisation ratio
0.1x
FY25
3.4x
FY24
3.3x
FY23
3.1x
Increased asset utilisation and machine efficiency are at the heart
of our focus on driving continued operational improvements.
Underlying operating profit from
continuing operations
£3.2m
FY25
£9.8m
FY24
£6.6m
FY23
£5.9m
The increase in the absolute amount of underlying operating
profit from a lower revenue base is a result of the progress made
on margin enhancement to deliver our strategic target of a 10%
Return on Sales.
Net Debt
£10.3m
FY25
£19.2m
FY24
£29.5m
FY23
£34.3m
The increase in cash generated from operations and careful
management of capital expenditure focused on achieving
enhanced asset utilisation has driven the significant reduction in
net debt.
Financial KPIs
1.
Calculated on an underlying basis, see page 197 for the glossary.
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Key Performance Indicators
continued
...and performance measured by our strategic KPIs.
Incident frequency ratio
73.9%
FY25
0.6
FY24
2.3
FY23
1.5
The health and safety of our employees is paramount.
The reduction in the incident frequency ratio (number of
incidents per 100,000 hours worked) demonstrates our success
in operating a safe working environment. In FY24, we introduced
a more vigorous reporting process which encourages employees
to report any and all incidents, regardless of severity. This explains
the significant increase between FY23 and FY24.
Energy intensity ratio
9.4%
FY25
87.3 tCO
2
e
FY24
96.4 tCO
2
e
FY23
101.5 tCO
2
e
Enables us to monitor tonnes of carbon dioxide emissions
per £1m of revenue. Reducing our energy intensity ratio
demonstrates our commitment to an environmentally conscious
and responsible culture, and energy efficiency improves our
margins and may reduce dependency on volatile energy prices.
Women in senior management
positions
8.0pps
FY25
30.0%
FY24
22.0%
FY23
13.0%
A more diverse organisation leads to better decision-making.
The increase in women in senior management positions
demonstrates progress to a more diverse workforce.
Non-financial KPIs
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Additional information
Responsible operations
Corporate social responsibility is a critical element
of operations and decision-making. The Group
understands the importance of ensuring that
the business positively impacts employees,
customers, suppliers and other stakeholders,
which in turn supports the long-term performance
and sustainability of the Company.
Our philosophy is to embed corporate social
responsibility and the management of these areas
into our business operations, both managing risk
and delivering opportunities that can positively
influence our business. In other words, corporate
social responsibility should be part of our DNA
and not something we do alongside our business
operation. We recognise that a responsible
culture must be founded on clear principles
and standards. These are embedded in our suite
of policies and underpinned by our values.
We also recognise that the expectations of
all our stakeholders are constantly increasing,
and we aim to meet and, wherever possible,
exceed these expectations.
People
We recognise that our people are our greatest
asset and the foundation of our success.
We place a high value on their involvement.
We have continued to keep our people informed
on matters affecting them and various financial
and economic factors affecting the performance
of the Group.
Diversity and inclusion
We operate, and are committed to, a global policy
of equality that provides a working environment
that maintains a culture of respect and celebrates
the diversity of our employees.
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
vast 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 excellent and productive
working relationships within the organisation.
A gender breakdown for the Board, executive
management, senior management and employees
of the Company is included in the Nomination
Committee report on page 71.
We encourage recruitment, training, career
development and promotion on the basis of
aptitude and ability, without regard to disability.
We are also committed to retaining employees
who become disabled during the course of
their employment. We endeavour to make
reasonable adjustments to the duties and working
environment to support any employee suffering
a disablement during their employment, including
providing retraining as necessary.
We believe all employees should be able to
work safely in a healthy workplace without
fear of discrimination, bullying or harassment.
We maintain a Dignity at Work Policy and during
the year we developed and have now adopted
a Sexual Harassment Policy.
Development and reward
We continue to invest in developing all our
employees through informal and formal routes.
Training needs are assessed and training is
delivered both on a Group and on an individual
basis in order to meet not only the needs of the
business but also to develop employees for the
present and the future.
Our approach to rewarding our people supports
our purpose and priorities. We aim for internally
consistent outcomes, setting pay with reference
to internal relativity and external and local
market benchmarks and aligning reward to
our performance.
Ethical Policies
We know that a responsible culture is founded on
clear principles and standards. At Carclo, these
are embedded in our suite of ethical policies
(Anti-Bribery and Corruption Policy, Gifts and
Hospitality Policy and Conflicts of Interest Policy)
which are reviewed annually. We are committed to
ensuring every decision and relationship reflects
those principles and standards.
Our commitment to a responsible culture is
supported by our Whistleblowing Policy and
Whistleblowing Investigation Procedure which
set out how matters of concern can be reported
and explains the protection and support that
will be given. The Audit & Risk Committee
oversees the effectiveness of the Group’s
whistleblowing arrangements.
Modern Slavery Act 2015
Carclo’s most recent Modern Slavery Statement
can be found at
www.carclo-plc.com
.
The Board considers that it is paramount that the Group maintains the
highest ethical and professional standards in all its undertakings.
What’s in this section
People
27
Health, safety and wellbeing
28
Corporate responsibility
28
Environment
30
FY25 highlights:
Women in senior management positions
rose from 22% (31 March 2024) to 30% at
31 March 2025. At 31 March 2025, 31.4%
of our employees identified as female
(31 March 2024: 26.7%).
We launched new site-led Diversity &
Inclusion initiatives, helping ensure that
every Carclo employee, no matter where
they are, can thrive and be themselves.
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Financial statements
Additional information
Responsible operations
continued
Health, safety and wellbeing
We believe that health and safety is paramount.
The wellbeing of our people is our greatest
responsibility. It is more than a KPI: it is a mindset
embedded into every action, meeting and
decision. Our commitment to zero harm is lived
through visible leadership, personal accountability
and a culture where speaking up is encouraged
and valued.
Our Health and Safety Policy Statement is
maintained to promote a safe working environment
at all times and demonstrates our responsibility
to customers, suppliers and contractors. We
communicate the policy at all levels throughout
the Group.
The Group’s Health and Wellbeing Programme,
“Carclo Cares”, offers every employee access
to an Employee Assistance Programme (“EAP”)
helpline. “Carclo Cares” ensures comprehensive
emotional, financial or legal support. We also
maintain a Stress, Mental Health and Wellbeing
Policy and appoint Health and Wellbeing
Champion volunteers at each site.
FY25 highlights:
We continued our
Safety First
approach:
health and safety is top of the agenda
at meetings, regardless of department
or function.
We achieved a
73.9% reduction in total
incident rates
, driven by rigorous training,
proactive hazard identification, and shared
responsibility at all levels.
The rollout of
QR-based real-time
reporting
at our UK site enabled faster
response and deeper insights, making
safety part of everyone’s daily routine.
Carclo Safety Week
, now an annual
tradition across the Group, delivered
record participation and inspired new
site-level safety initiatives.
We embedded our
Ten Golden Rules
of Safety
across the Group, creating
a clear behavioural framework for
decision-making at every level of the
organisation. And with every incident
now directly reported to the CEO, we
reinforced a culture where safety is visible,
serious, and personal.
Through our
Carclo Cares
wellbeing
platform, we expanded access to mental
health support and embedded wellbeing
into everyday operations. We maintained
our Stress, Mental Health and Wellbeing
Policy and ensured that Health and
Wellbeing Champion volunteers were
appointed at each of our sites.
Corporate responsibility
Global social responsibility
We believe that business success and social value
are not separate goals: they are fundamentally
connected. We uphold our commitment to ethical
supply chain practices across all the communities
in which we operate. With direct oversight of all our
manufacturing facilities, we pledge to serve as a
responsible producer, ensuring transparency and
accountability throughout all our operations.
Community involvement
We empower our businesses to actively
contribute to their local communities through
charitable endeavours and educational initiatives.
Responsibility for these efforts is delegated to
local management, ensuring direct and meaningful
impact at the grassroots level. The following
efforts highlight our contribution to the wellbeing
of our local communities.
Charitable donations
Carclo employees participate in a variety of
activities to support both local and national
charities.
We also make charitable donations in support of
local communities. In FY25, the Group donated
£1.2k to charity (FY24: £4k).
It is the Group’s policy not to make political
donations and no such donations were made
in the year (FY24: £nil).
FY25 highlights:
We maintained our record of
zero prosecutions
or fines for health, safety or environmental
non-compliance across all jurisdictions.
Our local teams led
community programmes
ranging from STEM education partnerships and
college scholarships to food drives, charity walks
and public space revitalisation.
We continued our
contribution to the
costs of the schools
we have built in India in
previous years.
Our US and UK sites ran
employee-led
volunteering weeks
, empowering teams
to give back to their communities with
Company-supported time and resources.
Scholarships
were launched in Latrobe,
US and Central Europe and Bruntons continued
to support the management of local apprentices.
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Financial statements
Additional information
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continued
H&S: Personal perspectives
Hana Petrovska
EHS Specialist
Carclo Brno is dedicated to upholding the highest standards of health
and safety.
Our ISO 45001 and ISO 14001 certifications reflect our commitment to
providing a secure and supportive workplace. We will continue to strive
for excellence in safety management, ensuring that our employees can
work confidently and safely every day.
Ricky Yin
Group H&S Coordinator
From operational excellence to financial growth, we are delivering
on our commitments and building momentum for tomorrow. We will
further develop strategic customer relationships for co-development
of breakthrough solutions, expand regional manufacturing to support
localised production, and leverage our global platform for scalable,
high-performance manufacturing.
Hollie Evans
Quality/Health & Safety Manager
Health and safety at the Aylesbury premises plays a pivotal role in every
element from shop floor to management. It allows our staff to work freely
and return home safely to their loved ones every day.
We are now well on our way to two years incident free, which is a
true testament to the dedication of every single member of the
Aylesbury team.
Peter Gillan
Works Technician
At Bruntons Aero Products, we strive to maintain our safety record with
vigilance and innovation while continuing to improve in line with Carclo
aims and policies. This year we surpassed 2,200 days free from lost-time
accidents and were proud to receive the Carclo “award of excellence”
in recognition of our achievements. We aim to build on these successes
and continue to prioritise safety in our workplace as a cornerstone of
our activities.
Alan Morgan
Facilities/Maintenance Manager
The Mitcham site’s successful achievement of BSI ISO 45001:2018
demonstrates our strong commitment to Occupational Health and
Safety standards. The team plays a central role in developing and
implementing initiatives, including reviewing the use of VR solutions to
enhance training and awareness. An action log is actively maintained to
track QR codes, near-misses, accidents, external reports, and internal
audits, ensuring all hazards are addressed promptly.
Isabelle Guedoc
System Quality Manager
At Jacottet Industrie, we wanted to add ISO 45001 and ISO 14001
certifications to our aeronautics certifications, EN 9100. This was to
demonstrate our commitment to health and safety, as well as to the
environment, in order to meet the needs of our stakeholders and for the
benefit of our employees.
Julie Huppman
Manufacturing Manager
Carclo US is dedicated to ensuring our employees have a safe and
healthy workplace that complies with local, state, and federal regulations,
as well as Carclo’s global health and safety policies and procedures.
Continuous health and safety training and regular safety inspections are
just some of the best practices we use to identify and mitigate workplace
hazards, leading to a safer environment for our employees.
Kavitha S
Senior Manager HR and Admin
At Carclo Bangalore, the health and safety of our team is not just a
policy – it’s a promise. We are committed to creating a workplace where
every individual feels protected, valued and empowered to thrive. Safety
is everyone’s responsibility, and together we build a culture of care,
vigilance, and continuous improvement through our adherence to ISO
45001 and ISO 14001 and guided by the principles of the ZED initiative.
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Responsible operations
continued
Environment
Environmental Policy
Our guiding philosophy, which underpins our
Environmental Policy, involves an ongoing
commitment to mitigating and, where feasible,
completely eradicating adverse environmental
effects arising from our diverse commercial
pursuits, while still delivering high-grade
products that meet the unique requirements
of our clientele.
Sustainability is not an afterthought. It is
engineered into the heart of how we work —
from tooling design and material selection to
how we power our facilities and manage waste.
We aim not only to comply with all environmental
laws and regulations but also to surpass the
benchmarks set by local regulatory bodies.
This drive is part of our 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.
Implementation actions for our
Environmental Policy
Project Zelda, now in its third year, is Carclo’s
flagship sustainability initiative. Focused on
research and development, it aims to reduce
waste, enhance energy efficiency, and champion
sustainable resource management. While specific
details are confidential, the project underscores
our commitment to environmental responsibility
and innovation. We have previously set ambitious
targets, aiming to cut our external waste by 50%
between 1 April 2023 and 31 March 2026 and
reduce the energy consumed in creating quality
products by 5% annually.
EcoVadis, with its comprehensive rating system,
aids us in maintaining and elevating our responsible
business practices and we incorporate these into
the very heart of our supply chain operations. In
April 2024 we secured a bronze EcoVadis rating.
Sustainability milestones timeline
Launch of Project Zelda
Group-wide programme to
reduce energy use, improve
material yield, and cut 50%
of our scrap across all sites.
Rainwater harvesting
Rainwater harvesting in our
Indian facilities.
UK renewable
electricity transition
98% of UK electricity now
sourced from renewables,
with US and Czech transitions
in motion.
Manufacturing energy
pilots begin
Automation-led manufacturing
trials underway in Greensburg,
PA, targeting higher energy
efficiency and lower emissions.
Top 35% in EcoVadis
Sustainability rating improved from
top 49% to top 35% globally.
Real-time H&S
reporting via QR codes
Embedded safety culture
and faster risk response at all
major sites.
Global integrated H&S system
We implemented a global
Carclo Cares platform, enabling
real-time digital tracking of safety
tours, hazard identification,
and corrective action plans at
every site.
Positive framework
Launch of Group-wide
framework focused on
measurable climate, social
and economic positive
impacts.
2023
2024
2025
2026
(planned)
FY25 highlights:
We reduced our tCO₂e emissions per £1m
of revenue for a fourth consecutive year -
down from 96.4 to
87.3 tCO₂e
.
Project Zelda
, our flagship waste and
energy initiative, was expanded to cover
material efficiency cross all sites.
In the UK,
98% of electricity now comes
from renewable sources
, and further
transitions are underway in our US and
Czech operations.
We moved into the top
35% globally
on the EcoVadis sustainability
benchmark
, up from 49% a year ago.
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Additional information
Responsible operations
continued
Environment
continued
Noteworthy CO
2
footprint factors
Energy consumption:
We measure the energy intensity ratio of tCO
2
e
per £1m of revenue from operations, as this covers
all the activities of the Group, which reported a
decrease of 9.4%. In FY24 we set an ambitious 5%
reduction per annum target for the following three
years ending in FY26. We have now achieved 5%
and 9.4% reductions in the past two 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 up to the end of FY26. We have
implemented waste reducing measures across our
operations. We are improving our waste reduction
data collection and will provide more information
on our progress against the target in next year’s
annual report.
Water usage:
We measure our water consumption in absolute
litres per annum. We are implementing
water-saving measures throughout our operations.
We are improving our consumption data collection
and will provide more information on the impact of
the measures adopted and water-saving targets in
next year’s annual report.
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 2025 and are reporting emissions and energy consumption for this period to coincide with the
Group’s financial reporting period.
We have restated the FY23 and FY24 emissions data in order to apply the latest conversion factors to this year’s collated data and to the FY23 and FY24 data so
that the reported emissions are more accurate and comparable. Further, we noted that the US data conversion was previously based on lbs per kWh rather than kg
per kWh and therefore the tCO
2
e was overstated by approximately 2.2 times. The restatement corrects this error. The tables below include the previously reported
data and the restated data.
Greenhouse gas emissions
Year-on-year GHG emissions: location-based methodology
Emissions from:
FY25
FY24
FY24
as previously
reported
FY23
FY23
as previously
reported
Percentage
change
(FY24 restated
to FY25)
Scope 1 (tCO
2
e) Gas, fuel and industrial emissions
467
566
520
608
559
(17.5)%
Scope 2 (tCO
2
e) Electricity
10,115
12,228
18,806
13,950
21,711
(17.3)%
Total (tCO
2
e)
10,582
12,794
19,326
14,558
22,270
(17.3)%
Group revenue (£m)
121.2
132.7
132.7
143.4
143.4
(8.7)%
Intensity ratio (tCO
2
e per
£1m of revenue)
87.3
96.4
145.7
101.5
155.3
(9.4)%
Intensity ratio (tCO
2
e per £1m of revenue)
FY23
FY24
FY25
0
75
100
125
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Additional information
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continued
Greenhouse gas emissions and energy consumption
continued
Energy consumption
MWh
FY25
FY24
FY24
as previously
reported
FY23
FY23
as previously
reported
Percentage
change
FY24 restated
to FY25
By region
UK
16,563
16,697
16,697
15,458
15,458
(0.8)%
Rest of world
24,487
26,419
26,419
31,988
31,988
(7.3)%
Carclo Group
41,050
43,116
43,116
47,446
47,446
(4.8)%
tCO
2
e
By region
UK
1,870
3,463
3,426
3,200
3,272
(46.0)%
Rest of world
8,712
9,331
15,900
11,358
18,998
(6.6)%
Carclo Group
10,582
12,794
19,326
14,558
22,270
(17.3)%
Total energy consumed 41,050 MWh
= 338.6 MWh/£m of revenue
Total revenue £121.2m
The intensity ratio of energy consumption has decreased this year by 9.4% due to energy-saving initiatives
implemented around the Group.
Energy performance – electricity (MWh):
From April 2024 to March 2025 the total electricity
consumption was 39,155 MWh: it has been
calculated that FY25 electricity consumption
is 3.5% lower than in the same period in
FY24 (40,569 MWh).
Energy performance – natural gas (MWh):
From April 2024 to March 2025 the total natural
gas consumption was 1,472 MWh: it has been
calculated that FY25 natural gas consumption
is 28.6% lower than in the same period in
FY24 (2,061
MWh).
Energy performance –
direct transport (MWh):
From April 2024 to March 2025 the total direct
transport consumption was 423 MWh: it has
been calculated that FY25 transport energy
consumption is 13% lower than in the same period
in FY24 (486 MWh).
Over the past year, we have continued to be
proactive in implementing a diverse portfolio of
energy management initiatives, underscoring our
commitment to environmental sustainability.
The significant ongoing energy conservation
project reported last year involving joint
investment with our customers to transition
production from high-energy-consuming hydraulic
machines to fully electric alternatives continues.
The first two phases of divesting hydraulic
machines were successfully completed in FY24
and during the year, 95% and 80% completion was
achieved in the EMEA and India sites respectively,
with replacements planned in the forthcoming
financial year. The project in the US manufacturing
site is complete.
As a result of these improvements and enhancing
our operational efficiency, we have built on our
energy intensity ratio reduction of 5% in FY24
and achieved a reduction of 9.4% in FY25.
Across the Group, a number of initiatives took
place to reduce energy consumption and/or limit
greenhouse gas emissions:
The continuing energy conservation project
noted above has led to more or complete
reliance on more efficient electrical machines
at the Czech, UK, India and US sites and we
are planning to replace inefficient HVAC/
compressors at the US and Czech sites in the
coming year.
Our Taicang site adhered to energy
conservation programmes, new device
investment and facilities modifications.
ECO-version air compressors were upgraded
to reduce annual energy consumption. In
addition, the site continues to maintain an
environment treatment system (including a
level-two activated carbon filtration device,
which improves waste air). Companies which
have a similar eco system in place remain the
site’s preferred partners.
In line with our Group-wide transition to LED
lighting, a number of our sites (including
India and the UK) continued to successfully
transition to LED lamps, facilitating improved
illumination and lower energy consumption.
The facility in India installed motion sensors for
certain equipment (lamps, fans) which reduced
unnecessary electricity consumption.
Negotiations are substantially advanced in
order to improve insulation in our French facility.
At our Mitcham, India and Bruntons
sites, we sourced 100% renewable zero
carbon electricity.
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Additional information
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continued
Greenhouse gas emissions and
energy consumption
continued
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
e is on a
location-based basis. Energy consumption is
expressed in kilowatt hours (“kWh”), as this is the
unit specified by SECR legislation. Defra 2024
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.
Non-financial reporting and sustainability statement
We comply with the non-financial reporting requirements in Sections 414CA and 414CB of the Companies Act 2006.
The table below, and information to which it refers, is intended to help stakeholders understand our position on key non-financial matters.
Reporting requirement
Policies and standards which govern our
approach
Risk management and additional
information
Environmental matters
Environmental Policy
Responsible operations report (page 30)
Employees
Health and Safety Policy
Stress, Mental Health and Wellbeing Policy
Dignity at Work Policy
Sexual Harassment Policy
Equal Opportunities and Diversity and Inclusion Policy
Responsible operations report (pages 27 and 29)
Human rights
Modern Slavery Policy and Statement
Ethical Policy
Responsible operations report (page 27)
Anti-corruption and anti-bribery
Anti-Bribery and Corruption Policy
Gifts and Hospitality Policy
Conflicts of Interest Policy
Whistleblowing Policy
Responsible operations report (page 27)
Statement of corporate governance (page 59)
Policy embedding, due diligence and outcomes
Principal risks and uncertainties (page 49)
Description of principal risks and impact of
business activity
Principal risks and uncertainties (pages 49 to 55)
Description of the business model
Our business model and strategy (pages 14 to 24)
Non-financial KPIs
Key Performance Indicators (page 25 to 26)
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Additional information
Task Force on Climate-related Financial Disclosures (“TCFD”)
Recommended disclosures for climate-related risks and opportunities
Compliance
Reference
Governance
Describe the Board’s oversight of climate-related risks and
opportunities.
Full
page 35
Describe management’s role in assessing and managing climate-related
risks and opportunities.
Full
page 35
Strategy
Describe the climate-related risks and opportunities the organisation has
identified over the short, medium and long term.
Partial – Carclo plans to complete a full
climate scenario analysis assessment of
its climate-related risks and opportunities
across different time horizons.
page 36
Describe the impact of climate-related risks and opportunities on the
organisation’s businesses, strategy and financial planning.
Partial – Carclo plans to embed climate
considerations into its financial planning
process and provide a clear methodology
for prioritising risks and opportunities.
pages 37
to 38
Describe the resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios, including a 2°C or
lower scenario.
Partial – Carclo’s resilience to the risks
has not been assessed against climate
scenarios; however, mitigation actions have
been put in place to minimise financial risk.
page 36
Risk
management
Describe the organisation’s processes for identifying and assessing
climate-related risks.
Full
page 39
Describe the organisation’s processes for managing climate-related risks.
Full
page 39
Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisation’s overall risk
management.
Full
page 39
Metrics
and targets
Disclose the metrics used by the organisation to assess climate-related risks
and opportunities in line with its strategy and risk management process.
Full
page 39
Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas
(“GHG”) emissions, and the related risks.
Partial – Carclo has plans to calculate its
Scope 3 emissions in the near future.
page 31
Describe the targets used by the organisation to manage climate-related
risks and opportunities and performance against targets.
Full
page 30
We have reviewed our TCFD disclosures
and identified specific actions that Carclo
will undertake in the near future to enhance
compliance and alignment with the
framework’s recommendations.
Overall governance of climate
change at Carclo:
The Board sets the Group’s overall strategy and
risk appetite, including in relation to sustainability
and the environment. The Board informs the
business, through the CEO and CFO, who
collaborate with the heads of business units and
functional management to identify, assess, and
manage climate-related risks and opportunities.
Climate change and sustainability-related risks
and opportunities are reviewed by the Executive
Committee and by the Audit & Risk Committee.
The Audit & Risk Committee ensures that the risks
are managed in accordance with the Group risk
management framework.
Climate-related matters are regularly discussed
by the Board and the Executive Committee,
framed within our broader sustainability strategy.
Oversight spans from strategic updates to
performance reviews, including the CEO reporting
progress against climate targets and sustainability
projects to all senior management. It is the CEO
and CFO’s responsibility to allocate financial
resources to the business units to help reduce
their exposure to climate risk and maximise
their resilience.
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Additional information
Task Force on Climate-related Financial Disclosures (“TCFD”)
continued
The Board
Audit & Risk Committee
Oversees all aspects of TCFD and ESG, with ultimate responsibility for determining future
ESG and climate strategy and prioritisation of key focus areas. Ensures the Group maintains an
effective risk management framework, which includes climate-related risks and opportunities.
In FY25, the CEO provided multiple updates on the reduction of energy usage per product
and waste, baseload efficiency, and other key metrics.
Oversees the Group’s financial statements and non-financial disclosures, including ESG and
climate matters. Supports the climate and ESG strategy by ensuring the risks, including ESG
and climate risks and opportunities, people, health and safety, are effectively managed.
Oversees Carclo’s risk management framework, ensuring that risks are managed in accordance
with the Group Risk Management Policy, receiving reports from the Executive Committee and
reporting to the Board.
In FY25, the Audit & Risk Committee has ensured the completion of work to identify
climate-related risks and concluded there are relatively few related to the Group.
Chief Executive Officer
Informs senior management and employees of the Group’s climate and ESG strategy and
ensures that individuals have the resources they need to implement it.
In FY25, the CEO informed the Board and the Executive Committee on Project Zelda and
Carclo’s energy initiatives.
Chief Financial Officer
Delegated responsibility for climate-related matters. Responsible for the implementation of our climate change management strategy. Owner of our climate-related risks and opportunities.
Executive Committee
Oversees the implementation of the Group’s ESG and climate strategy.
In FY25, the Executive Committee began a comprehensive review and assessment of the Group Risk Register to validate and confirm the Group’s key risks, including climate risks.
Heads of Business Units and Functional Management
Identify, assess and manage climate-related risks and opportunities. Monitor and report progress against set metrics.
Environmental, Health and Safety
and Sustainability
Procurement
Group Risk
Implement strategy. Report to the Group Executive Committee
on climate and wider ESG matters. Development of initiatives to
reduce energy and Carclo’s impact on the environment.
Implement strategy in all relevant activities, including
assessment of potential suppliers. Development of initiatives
to reduce energy and Carclo’s impact on the environment.
Monitor and report progress against set metrics.
Informing
Reporting
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Additional information
Task Force on Climate-related Financial Disclosures (“TCFD”)
continued
Recommended disclosures
for climate-related risks and
opportunities
continued
Our climate strategy
We have identified key climate-related risks and
opportunities that could impact our operations,
strategy and financial planning. These have
been identified and assessed by the Executive
Committee, who reflected on the potential
financial impact individual risks may pose to Carclo
over varying time horizons. The Board and the
Executive Committee are committed to developing
a structured approach to assess and manage
climate-related factors, ensuring alignment with
the Group’s long-term sustainability goals and
enhancing resilience across business units.
As part of our Group Risk strategy, we will refresh
and review the list of climate-related risks and
opportunities, incorporating climate scenario
analysis to assess the potential financial impact
over the selected time horizons. The current risks
and opportunities remain significant, as they are a
principal risk to Carclo and are therefore managed
by the Audit & Risk Committee.
Our climate resilience
We recognise that climate change presents
strategic risks and opportunities across the
global value chain, from petrochemical-based
materials and energy-intensive manufacturing
to international logistics. While we have not yet
experienced material climate-related impacts,
by embedding climate considerations into our
strategic planning and Group risk management,
we aim to reduce future risk exposure and
ensure the continued delivery of critical medical
diagnostics and therapies.
We consider the impact of climate change in our
going concern assessment. The current conclusion
is that there is no significant risk of climate change
causing a downturn in cash flows across the Group.
Our Environmental Policy and Project Zelda,
Carclo’s flagship sustainability programme, embed
sustainability at the core of business unit operations,
focusing on waste reduction, energy efficiency, and
sustainable product design. For more information,
please see page 30.
Our time horizons when identifying and assessing
climate change risk:
Short term
(0-3 years) plans developed to
decarbonise our business and realise change.
Medium term
(3-10 years) to meet our 2030
ESG targets. Each business division develops
strategic plans to achieve the targets.
Long term
(10-25 years) we expect to see a
significant development in technology to allow
decarbonisation of the business, realising that
there are significant uncertainties.
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Task Force on Climate-related Financial Disclosures (“TCFD”)
continued
Climate-related materiality reflects the broader financial implications and is as follows:
L
Low impact
potential to be notified by regulatory notices
M
Moderate impact
potential to be reported with a damage to reputation
H
High impact
potential to impact customer confidence and significant reputational damage
Material risks and opportunities
Climate-related trend and potential
financial impact
Expected time
and materiality
Strategic
Transitional risks
Switching to renewable energy tariffs,
which could potentially increase the cost
of energy and investment for renewable
energy at sites.
Short to
medium term
Financial:
Direct increased costs for energy tariffs and investment in green technology at key operational sites.
Planning:
As a result of Project Zelda, we incorporated plans in our annual budget to enhance the energy efficiency of our operations and
transition to renewable energy.
Current and planned mitigation:
Our operational excellence team focuses on increasing profitability and competitiveness through
energy and operational efficiency improvements. We have and will continue to invest in migrating to more efficient presses operating in
our warehouses, which use less power and water. For example, our UK and India sites are close to 100% powered by renewable electricity,
and we are actively working towards using renewable energy tariffs in our US and Czech sites.
Opportunity:
Reduce our emissions to help meet our climate targets (see pages 30 to 31) and remain competitive in the industry, while also
meeting the expectations of stakeholders and customers to increase profitability.
Metric:
Carclo monitors total energy consumption and renewable energy procurement to help understand the exposure to energy
price volatility.
Reduced availability of high-demand
key raw materials,
such as petrochemicals,
may result in shortages and increase
competition.
Medium to
long term
Financial:
We rely on key materials for production that are created through oil products. Reduced availability would increase the direct cost
of the material and intensify competition for it.
Planning:
Research into the development of new and existing products that use alternative materials to help reduce the reliance on
petrochemicals. The Executive Committee will discuss the investment required for using “edge of change” technology. For example, in
production we use a material called polyethylene vinyl acetate (“PEVA”) and we are reviewing alternative materials that can help reduce the
need for this petrochemical.
Current and planned mitigation:
We are implementing operational efficiency initiatives aimed at reducing material usage in production
and reassessing the sustainability of current materials. Additionally, we plan to invest in new equipment to support growth in emerging market
sectors that favour alternatives to traditional plastics.
Opportunity:
Diversifying material options by developing alternatives to high-demand resources will enhance Carclo’s supply chain resilience,
reduce operational risks, and ensure uninterrupted delivery of products to customers.
Metric:
Carclo tracks water usage and product waste to evaluate material efficiency and identify opportunities to substitute with more
sustainable alternatives.
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Additional information
Task Force on Climate-related Financial Disclosures (“TCFD”)
continued
Climate-related trend and potential
financial impact
Expected time
and materiality
Strategic
Transitional risks
continued
A change in customer and stakeholder
expectations and behaviour
could cause
an increase in new product development.
Medium to
long term
Financial:
Customer and stakeholder behaviour may shift towards more digitalised and environmentally conscious medical solutions.
This would result in new product development with our product teams to meet new expectations and remain competitive.
Planning:
Industry initiatives are necessary to adopt new technology and remain competitive in the market.
Current and planned mitigation:
Our strategy supports the utilisation of alternative materials and processes to meet the anticipated
changes in customer and stakeholder expectations.
Opportunity:
Developing innovative low-carbon products presents a strategic opportunity to enhance brand reputation, build trust with
stakeholders, and strengthen customer loyalty. By leading on sustainability, the business can attract positive recognition, foster long-term
relationships, and drive repeat business in an increasingly climate-conscious market.
Metric:
Carclo monitors the energy efficiency of selected products to ensure alignment with stakeholder expectations and evolving
sustainability standards.
Physical risks
Increase in global temperature,
resulting
in reduced production impacts on the
workforce and equipment.
Short, medium and
long term
Financial:
The reduction in workforce productivity and disruption of direct production resulting from the rise in heat would lead to increased
energy and cooling costs to ensure our workforce remains safe. Water scarcity in high-temperature areas may also result in increased water
costs associated with water cooling systems.
Planning:
Working with the Health and Safety team, we continue to monitor heat levels at our sites, with a particular focus on the US and India,
to allow for additional energy costs for air conditioning during the summer months. Heat stress-related incidents have been added to our
employee health metrics to ensure that we are protecting our workforce. Action has been taken in FY25 in India to mitigate the impact on our
employees from the use of air conditioning.
Current and planned mitigation:
As part of Project Zelda, we are working towards 100% renewable energy tariffs across all sites. This would
mean that all additional energy used for cooling would be sourced from renewable energy.
Increased annual precipitation,
directly
impacting sites, logistics and transport links.
Medium to
long term
Financial:
Some of our sites would be more heavily impacted due to their geographical location and may be subject to flooding of the site or
the local area, which can restrict access, leading to a reduced workforce and unworkable conditions. Logistic routes may also be impacted,
resulting in delayed material and product deliveries.
Planning:
Working with the Health and Safety team, we have flood risk assessments for the sites located in EMEA and India to ensure
employees are safe and the site receives the least damage.
Current and planned mitigation:
We are exploring material locality to minimise reliance on worldwide delivery, increase material security
and maintain product output. Carclo currently uses the harvested rainwater at the India site to be used in production to reduce the amount
of water required.
Material risks and opportunities
continued
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Additional information
Task Force on Climate-related Financial Disclosures (“TCFD”)
continued
Risk management
Integration into Carclo’s overall risk
management
Climate change is recorded as a principal risk on
the Group risk register (see page 54). Climate
change includes both transition and physical
risks and is assessed in the same way as all other
principal risks. Throughout FY25, the Board
reviewed the Company’s preparedness to address
all known principal risks with a significant potential
impact at the Group level. Additionally, the CFO,
in conjunction with members of the Executive
Committee, carried out risk reviews. These reviews
included an analysis of the principal risks, and the
controls, monitoring and assurance processes
established to mitigate those risks to acceptable
levels. The risk from climate change was assessed
to have a high severity rating. Further details on
our procedures for identifying, assessing and
managing risk can be found in the principal risks
and uncertainties section of the annual report on
pages 49 to 55.
Risk identification
The Board is responsible for approving and
overseeing the risk management framework and
ensuring its alignment with Carclo’s strategic
objectives. The risks are identified both “top down”
by the Board and the Executive Committee, and
“bottom up” through the business units to ensure
all appropriate and relevant risks are captured.
Risk assessment
The severity of each risk is evaluated by
considering its inherent impact and the likelihood
of occurrence, alongside the effectiveness of
existing controls. This approach ensures that
residual risk exposure is clearly understood,
prioritised, and appropriately managed
across the Group. Business unit heads and
functional management provide feedback
from their respective units, enabling Executive
Committee members to understand how risks
and opportunities impact the Group as a whole.
Any material changes, concerns or matters are
escalated to the Audit & Risk Committee and/or
the Board.
The output of the future scenario analyses will
be integrated into the risk register using this
approach. These registers identify internal and
external factors that could pose threats and
opportunities to each business.
Risk management
Senior executives are responsible for the strategic
management of the Group’s principal risks,
including climate-related risk. Our Executive
Committee, chaired by the CEO, meets monthly
to oversee matters including the management of
our most significant environmental and climate
risks. The senior management teams for each
business unit and function are responsible for
developing risk mitigation and management
strategies to address the risks they have identified
for their respective businesses.
Metrics and targets
Greenhouse gas emissions
Carclo reports Scope 1 and Scope 2 GHG
emissions, which are disclosed on page 31.
Our current targets are on page 31.
We acknowledge that Scope 3 emissions
represent a significant component of our
overall carbon footprint. While we do not
currently report Scope 3 emissions, we
recognise this as a gap in our climate impact
assessment. We are actively working towards
measuring and disclosing these emissions in
the near future.
Carclo monitors renewable energy
procurement across global operations
to support the transition to low-carbon
energy sources and assess progress against
climate-related targets.
Water and waste
We currently measure water consumption
and material waste to improve operational
efficiency and maximise production utilisation
across our facilities. For more information
see page 31.
Energy intensity
Carclo also reports an emissions intensity ratio,
which provides insight into our operational
efficiency and is available on page 31.
To support our decarbonisation efforts, we
monitor the energy intensity of our operations.
In particular, the CTP Division, which utilises
energy intensive equipment in manufacturing,
has initiated tracking of energy consumption
per standard unit of output. For more insight,
please refer to page 31.
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Our stakeholders
At Carclo, we understand that strong
relationships with our stakeholders
are essential for our success. Every
action and initiative is grounded in
our commitment to open
collaboration and meaningful
engagement with each stakeholder
group. Both the Board and the entire
Carclo team are dedicated to
maintaining and enhancing these
vital connections.
Section 172
At Carclo plc, our core mission is to be the preferred
and trusted partner for our global customers, delivering
high-precision critical solutions and supporting our
customers throughout the development and assembly
processes. We recognise that our mission can only be
achieved by working with our stakeholders. Robust
engagement with all our stakeholders shapes how we
set and execute our strategic objectives.
As Directors, we recognise and embrace our duty under
Section 172 of the Companies Act 2006, which guides
us in promoting the success of the Company.
This duty compels us to consider various factors,
including the interests of our stakeholders, when
making decisions.
We are committed to diligent oversight of stakeholder
engagement and to conducting our roles in accordance
with the principles of good corporate governance.
Employees
Shareholders
At Carclo, we understand that our employees are crucial to our
success. Their perspectives shape our direction and our ongoing
commitment to creating an outstanding work environment.
We acknowledge the profound impact that our shareholders
have on our trajectory. Their insights are crucial to shaping our
strategies and decisions, driving our commitment to sustainable
and responsible growth.
Material issues
Ensuring effective communication of our core values.
Fostering an entrepreneurial spirit and high
performing culture.
Attracting and retaining diverse talent.
Promoting a culture of ethics, openness, transparency,
respect and inclusivity.
Ensuring the health and safety of all our employees.
Material issues
Maintaining transparent and timely communication of
financial performance and business developments.
Ensuring sustainable and responsible growth that delivers
long-term value to our shareholders.
Aligning corporate strategy with shareholder interests
and expectations.
Upholding strong corporate governance and rigorous risk
management practices.
Current engagement
Quarterly CEO town hall meetings to facilitate interaction
and information sharing across all levels of Carclo.
Site visits by the whole Board including sessions with a
cross-section of employees enabling employees to engage
directly with Board members.
Continuing development and rollout of wellbeing projects
including Carclo Safety Week and Carclo Cares.
Current engagement
Financial reports and regular updates to the market via
press releases and presentations following full-year and
half-year results.
Meetings between the Chair, the CEO and the
CFO with investors.
Updates on our website and LinkedIn.
Planned improvements
Training and education: Further development of training and
education programmes to support employee career growth
and skills development.
Succession planning: Further development of our structured
succession planning process to ensure leadership continuity
and prepare employees for future roles within Carclo.
Wellbeing initiatives: Extension of the scope and reach of
wellbeing initiatives to further support our employees’ mental
and physical health.
Planned improvements
Further improvement of our digital communication
channels to make shareholder information more
accessible and interactive.
Expansion of virtual events beyond standard presentations
to include more comprehensive investor engagement
opportunities.
Strengthening dialogue with institutional investors and proxy
advisors to ensure alignment between corporate strategies
and shareholder expectations.
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Additional information
Our stakeholders
continued
Customers
Suppliers
Lenders
Customer insights are central to our decision-making processes,
driving our commitment to meet and exceed their expectations.
This focus ensures we continually enhance our offerings,
particularly in high-precision critical components, aligning closely
with our customers’ evolving needs.
Suppliers are a vital component of our stakeholder ecosystem,
contributing significantly to our production capabilities, product
quality and sustainability standards. Our goal is to cultivate
strong, collaborative relationships with suppliers who share our
commitment to quality and ethical practices.
Our lending partner plays an important role in supporting
Carclo’s financial stability, providing support that enables
the Group to invest for the future whilst serving the current
customer base. The maintenance of this robust relationship
is vital in ensuring our stakeholders‘ continued confidence in
Carclo’s sound financial management.
Material issues
Ensuring the quality and reliability of our products
and services.
Strengthening customer relationships and maintaining high
levels of satisfaction.
Proactively identifying and addressing emerging customer
needs and market trends.
Material issues
Ensuring responsible sourcing and strict adherence to ethical
and environmental standards.
Developing long-term relationships with suppliers which
promote trust and innovation.
Encouraging continuous improvement and leveraging
supplier expertise beyond mere component supply.
Material issues
Generating sufficient cash flow to meet our long-term
commitments to the lender.
Keeping the lender well-informed of our progress towards
achieving the Group’s objectives and financial performance.
Current engagement
Customer surveys guiding our improvement projects in all
aspects of customer service.
Organisational reset to enhance our customer service focus,
facilitating open and frank conversations.
Regular engagement across the Group through meetings
and feedback sessions to assess performance, pinpoint
improvement areas, and seize new opportunities.
Current engagement
Procurement is now a central function providing a single point
of contact if preferred by suppliers.
Regular interactions and strategic discussions with suppliers
to evaluate performance, resolve concerns and identify
improvement opportunities.
Expansion of our supplier diversity programme to include a
broader spectrum of enterprises, enriching our supply chain.
Current engagement
Regular reporting to the lender on performance and
adherence to covenants.
Regular tripartite meetings involving the lender, the pension
scheme and Carclo to discuss financial performance and
strategic alignment.
Collaborative reviews of the Group’s budget and strategic
plans, with adjustments to interest covenant rulings as
necessary to sustain the lender’s support.
Planned improvements
Development of customer portals to streamline
communication and enhance service accessibility.
Continued expansion of digital capabilities to improve
customer engagement, streamline processes and boost
responsiveness.
Support for customer initiatives aimed at achieving climate
neutrality and enhancing sustainability, demonstrating our
commitment to their environmental and social goals.
Formalising our due diligence process prior to onboarding
new customers.
Planned improvements
Further development and integration of digital tools to
enhance collaboration and increase transparency within our
supply chain.
Continuous expansion of our supplier diversity programme to
ensure a more inclusive supply chain.
Initiating joint sustainability programmes with suppliers to
tackle environmental challenges and enhance resource
efficiency collectively.
Formalising our due diligence process prior to onboarding
new suppliers.
Planned improvements
Further improving information flows about Carclo’s financial
status and key developments, including through the regular
quarterly meetings between the CEO, CFO and the lender
to ensure continuous dialogue and address any emerging
concerns promptly.
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Additional information
Our stakeholders
continued
Pension fund
Local community
The UK defined benefit pension scheme’s health is crucial
to our commitments to both past and current employees.
We prioritise timely contributions to ensure the fund remains
robust, effectively serving our employees’ interests and
securing their futures.
We deeply value the input of local communities in shaping our
corporate citizenship initiatives. We are committed to creating
positive and sustainable impacts, making decisions that not only
meet community needs but also contribute to their growth.
Material issues
Adhering to the agreed schedule of deficit repair
contributions, carefully balancing the needs of the
Scheme with the operational and investment demands
of the business.
Ensuring the appropriate management of the Scheme’s
assets and liabilities.
Material issues
Identifying opportunities where Carclo can make significant,
sustainable contributions to local communities.
Encouraging and enabling our employees to actively
participate in community support activities.
Current engagement
Periodic tripartite meetings with the lender and Trustees to
align on financial performance and strategic direction.
Regular engagement between the Chair, CEO and CFO
and the Trustees, maintaining continuous dialogue.
Collaborative efforts with the Trustees to ensure
the Scheme’s long-term funding is sustainable and
optimally structured.
Close co-operation and open communication with
the Trustees to ensure a unified approach to managing
the Scheme.
Current engagement
Integration of community engagement topics
in our quarterly town hall meetings, led by the
Executive Committee.
Active promotion of our community efforts on our public
LinkedIn page, increasing visibility and transparency.
Continuous demonstration of high engagement in
addressing local community issues.
Planned improvements
Exploring future enhancements to the pension Scheme’s
investment strategy with the Trustees, focusing on long-term
sustainability and maximised value for retirees.
Planned improvements
Continued expansion of community engagement
activities to all regions, with strategic alignment from
the Executive team.
Enhanced visibility of our community engagement
through regular updates on our website and across all
social media channels.
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Chief Financial Officer’s review
Dear shareholder
I am delighted to have been appointed as Chief
Financial Officer and have great pleasure in
providing this Financial Review for the year
ended 31 March 2025. Firstly, I would like to pass
on my thanks to Eric Hutchinson who, as Chief
Financial Officer in the period up to his retirement
on 31 March 2025 played a key role in delivering
financial stability and improved performance
across the Group.
We use a range of KPIs to manage performance
of the business and to measure progress against
our strategic goals, these are highlighted and
discussed throughout this report. These KPIs
are set out on pages 25 to 26. A reconciliation
of statutory results to other non-GAAP financial
measures is provided on pages 190 to 193.
Financial performance
Revenue
Revenue in the year of £121.2m was £11.5m lower
than the prior year revenues (FY24: £132.7m) or
7.4% lower on a constant currency basis.
The reduction in revenue is attributable to the
CTP Division which reported revenue of £107.0m
(FY24: £120.8m) following restructuring of the
US CTP business that was completed in the prior
year, resulting in the planned exit from small series,
non-scalable business and the closure of the sites
at Derry, New Hampshire and Tucson, Arizona.
The Speciality Division reported full year revenue
of £14.2m (FY24: £11.9m) reflecting increased
demand in the Aerospace business and growth of
the precision machining business line.
Underlying operating profit
Despite the reduction in revenue, full year
underlying operating profit increased substantially
to £9.8m (FY24: £6.6m). Our key measure of
Return on Sales was 8.1% showing a significant
increase from 4.9% in FY24. The Return on Sales
during the second half of the year of 10.7% was
also up on the 5.6% from the first half.
The increase in both absolute profitability and
the percentage Return on Sales is directly related
to the actions taken over the past two years to
restructure our businesses, focussing on advanced
process optimisation, increased asset utilisation
and efficiency, improved pricing, better purchasing
and a drive to reduce waste whilst demonstrating
robust cost management.
Statutory operating profit and
non-underlying items
The statutory operating profit for the year of
£7.6m was significantly better than the prior
year (FY24: £1.7m) as a result of the increased
underlying operating profit and reduced
non-underlying charges.
Non-underlying items for the year were a net
charge of £2.3m with a cash cost of £3.3m
comprising net restructuring costs of £0.1m,
and £2.2m of costs associated with the refinancing
of the Group’s borrowing facilities.
The cash cost was greater than the net
non-underlying expense as the net expense
includes the release of £1.0m of balance sheet
provisions. Prior year non-underlying items of
£4.9m comprise rationalisation costs of £3.4m
for site closures and related asset impairments,
as well as other employee-related costs of £1.0m,
refinancing costs of £0.4m, other costs of £0.4m
and a £0.3m credit from the release of a legacy
health-related provision that was settled in
the prior year.
Net finance expense
Net finance expense of £4.9m (FY24: £5.6m),
including the imputed net interest on the defined
benefit pension liability of £1.7m (FY24: £1.8m),
reduced by £0.7m, as a result of the lower average
net debt in the year. The average UK base rate
in FY25 remained virtually unchanged at 4.9%
compared to 5.0% in FY24. Pension interest, which
is largely non-cash, reduced by £0.1m in the year.
Taxation, profit after tax and
earnings per share
The corporation tax charge for the year was £1.8m
(FY24: £0.5m credit), representing an effective
tax rate of 67.1% (FY24: 12.8%). The effective
tax rate varies depending upon the geographical
source of profits, corporation tax rates in the
countries where profits are generated as well as
the availability of local allowances including the
carry forward of prior year losses. The Group’s
effective tax rate in FY25 is higher than the UK
corporation tax rate of 25% due to unprovided
deferred tax assets and withholding tax incurred
on the repatriation of funds to the UK from certain
overseas jurisdictions.
Statutory profit after tax was £0.9m
(FY24: loss £3.4m) on continuing operations,
giving a statutory earnings per share on all
operations of 1.2 pence (FY24: loss 4.6 pence).
Underlying profit after tax was £3.1m (FY24:
£0.7m), giving an underlying earnings per share of
4.3 pence (FY24: 1.0 pence).
We are delighted to have a
new lending partner in BZ
Commercial Finance. This is an
important step for the Group
enabling it to continue to
invest in the business and
deliver on its strategy.
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Additional information
Chief Financial Officer’s review
continued
Financial performance
continued
Cash flow
Cash generated from operations was £19.1m
(FY24: £18.6m) reflecting the continued focus on
cash generation via operational improvements,
capital expenditure management and robust
working capital control. The full year cash
conversion rate was 135.0% (FY24: 191.2%).
Cash flow benefited from a reduction in working
capital of £5.8m (FY24: £4.4m) with improvements
in the year end position across receivables,
inventory and payables. We expect working capital
to return to a level of 5-7% of revenue during FY26.
Net cash outflow from investing activities during
the year was £0.4m (FY24: £2.4m). We have
continued to carefully control capital expenditure,
focusing on those investments that deliver a rapid
payback and support both asset performance and
asset utilisation. Additions to tangible fixed assets
in the year were £2.4m (FY24: £7.5m) of which
£1.4m (FY24: £4.6m) was through right-of-use
leased assets.
Substantial capital expenditure in previous
years and more efficient use of assets, driven
by operational improvements, has reduced the
level of investment in FY25. This is reflected in the
year-on-year reduction in the value of tangible
fixed assets and increased asset utilisation rate of
3.4x (FY24: 3.3x).
Net cash outflow from financing activities during
the year was £7.0m (FY24: £12.1m), comprising
£4.2m repayment of lease liabilities (FY24: £3.7m)
and net repayment of other borrowings of £2.6m
(FY24: £8.4m). There was an overall £4.0m
increase in cash and cash equivalents during the
year (FY24: decrease of £4.4m).
Cash generated by the Group was principally
utilised to make capital investment and lease
repayments, pension deficit repair contributions,
scheduled and unscheduled bank loan repayments
and interest payments. The Group’s full cash flow
statement is set out on page 109.
Financial position
Net debt
Net debt at 31 March 2025 was £19.2m, a
reduction of £10.3m compared to the prior
year (FY24: £29.5m) reflecting the continued
strategic focus on operational improvements,
cash generation and prudent management
of borrowings.
Net debt comprised gross debt, from borrowings
and leases, of £29.9m (2024: £39.9m) less cash
and cash equivalents of £10.7m (2024: £10.5m).
The £10.0m reduction in gross borrowings was
a result of lease capital repayments of £4.2m,
the repayment of borrowings of £2.6m and the
repayment of the overdraft £3.7m offset by the
amortisation of capitalised borrowing costs,
foreign exchange and other movements.
Borrowing facilities
At 31 March 2025 the Group had in place with
HSBC a multi-currency borrowing facility
agreement of £27.5m, comprising a term loan
of £24.0m and a revolving credit facility of
£3.5m with both elements due to expire on
31 December 2025.
At the end of the financial year there were
amounts outstanding of £21.4m (2024; £24.0m)
under the term loan and £nil (2024: £0.3m) under
the revolving credit facility. With the borrowing
facilities due to expire within nine months of
the balance sheet date, all amounts drawn
at 31 March 2025 have been classified within
current liabilities.
On 24 April 2025, the Group completed
refinancing of its primary external borrowing
facility with the announcement of a three-year
multi-currency borrowing facility agreement with
BZ Commercial Finance DAC (“BZ”) comprising a
term loan of £27.0m and a revolving credit facility
of up to £9.0m.
At that date £29.9m was drawn under the BZ
facility of which £26.8m was drawn under the term
loan and £3.1m was drawn under the revolving
credit facility to discharge all amounts due under
the previous borrowing arrangement with HSBC,
make a £5.1m one-off payments to the Group’s
defined benefit pension scheme and provide
funding to support operations.
The BZ facility includes an asset-based lending
arrangement with drawings permitted against
the value of various classes of assets held by the
UK and US businesses. Of the £27.0m term loan
element £8.0m is designated against the value
of owned land and buildings, £5.0m is designated
against the value of owned plant and machinery
and the balance of £14.0m is designated a cash
flow loan that is non-asset specific. Of the £9.0m
revolving credit facility, up to £7.0m is designated
against the value of trade receivables and up to
£2.0m against the value of inventory.
The facility permits borrowings in GBP, EUR and
USD. There are three named Group companies
that are currently permitted to borrow under
the facility, namely Carclo plc, Carclo Technical
Plastics Limited and Bruntons Aero Products
Limited. Group companies that are subject
to cross guarantees under the BZ facility are
the named borrowing companies and material
subsidiaries as defined in the agreement that
underpins the BZ facilities.
Securing the BZ facility is an important step
for the Group enabling it to continue to invest in
the business and allow the Group to deliver on
its strategy.
Defined benefit pension scheme
The triennial actuarial valuation of the Group’s UK
defined benefit pension scheme at 31 March 2024
was completed during April 2025. The valuation,
prepared by the Scheme Trustees on a technical
provisions basis, reported a deficit of £64.5m,
a significant reduction from the £82.8m liability
reported as part of the previous triennial valuation
of 31 March 2021.
On a technical provisions basis, the estimated net
liability has fallen steadily each year from 2021 as a
result of the Company settled cash contributions
and the gross liabilities falling by more than the
change in pension scheme asset values. The
technical provisions net liability at 31 March
2022 and 2023 has been calculated as £79.7m
and £71.4m respectively. The 31 March 2024
valuation reflected higher government bond yield
rates, driving up the discount rate and reducing
scheme liabilities, partially offset by an increase in
assumed member life expectancy, which increased
Scheme liabilities.
A deficit recovery plan was agreed with
the Trustees in parallel with the refinancing
arrangements finalised in April 2025. This includes
a lump sum one off payment into the Scheme
of £5.1m made at the time of finalisation of
refinancing in April 2025 and annual contributions
of £3.5m for five years to 31 March 2029 and
indexed annual contributions of £5.8m until
31 March 2037, being 2 years shorter than the
deficit recovery plan from the 31 March 2021
valuation. During FY25, contributions paid into
the Scheme were £3.2m (FY24: £3.5m).
Since the completion of the 2024 triennial
valuation, the estimated technical provisions deficit
has fallen further to £61.2m at 31 March 2025 and
£55.0m at 31 May 2025, including the £5.1m lump
sum contribution.
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Financial statements
Additional information
Chief Financial Officer’s review
continued
Financial position
continued
Defined benefit pension scheme
continued
The IAS 19 valuation of the Scheme liabilities
at 31 March 2025 resulted in a net liability of
£51.7m, a £14.5m increase from the net liability
at 31 March 2024 (FY24: £37.2m). The principal
driver of the increase in the IAS 19 net liability
was a change in assumption of member life
expectancy resulting in an increase in Scheme
liabilities of £11.1m. This change brought the
IAS 19 assumption closer in line with the technical
provisions basis adopted by the Scheme Trustees.
Further changes in assumptions resulted in an
experience loss of £5.8m arising from assumptions
on member retirements, deaths and take up of
Scheme options. Had the IAS 19 valuation at
31 March 2024 included these assumptions, the
net liability would have been £54.0m, an increase
of £16.8m on the £37.2m liability reported at that
time, giving a net reduction in the IAS 19 net liability
between FY24 and FY25, more in keeping with
movements in the Trustees’ technical provisions
deficit.
The IAS 19 valuations are adopted for statutory
reporting purposes and do not form part of the
ongoing management of the pension schemes.
IAS 19 actuarial calculations can be volatile from
year-to-year because the liabilities are measured
by reference to corporate bond yields, whereas
the majority of the pension scheme’s assets are
invested across a variety of asset classes that may
not move in the same way. Loss on scheme assets
in excess of interest income during FY25 totalled
£8.7m and was mostly driven by the decrease
in the value of the Scheme’s liability-driven
investment funds (“LDI”).
These LDI funds are designed to hedge
movements in liabilities due to changes in interest
rates and inflation expectations. As interest rates
have increased across the accounting period, the
value of the LDI funds have decreased accordingly.
The liability calculated under technical provisions
includes more prudent assumptions, but at any
time, provides a more accurate reflection of the
longer term cash commitment required to settle
the member liabilities. The actuarial gains and
losses arising from variances against previous
actuarial assumptions are recognised in the
statement of financial position with corresponding
movements in reserves.
The Company and the Scheme Trustees are
committed to working collaboratively towards
reducing the Scheme deficit.
Segmental overview
CTP Division
CTP revenue of £107.0m was down by £13.8m
compared to prior year (FY24: £120.8m),
a reduction of 10.1% on a constant
currency basis with reduced revenue from
Design and Engineering (“D&E”) sales and,
following restructuring activity in our US
business, reduced Manufacturing Solutions
(“MS”) revenues. Excluding the impact of the US
restructuring, there was underlying MS revenue
growth across all regions within CTP.
The restructuring of our US business, driven by
the strategic exit from short-run, low-margin
business, resulted in the closure of facilities in
Derry, New Hampshire and Tucson, Arizona.
All US manufacturing activity is now consolidated
into our sites in Pennsylvania. The year-on-year
reduction in US MS revenues from the
rationalisation of both the customer base and
product lines was £8.4m, with ongoing MS
revenues in the US growing by £2.6m or 4.5%
on a constant currency basis.
MS revenues grew in the APAC region by £1.9m
or 18.7% on a constant currency basis with strong
volume growth in India, driven by increased
demand from a key customer following a period
of subdued levels during FY24. In the EMEA
region, MS revenues also grew, by £1.2m or 4.0%
on a constant currency basis as a result of a small
increase in demand in the Life Sciences sector.
D&E remains at the heart of the CTP business,
transforming customer requirements into industry
leading engineering solutions. D&E revenues are
derived from customer led projects and, as such,
D&E revenue is more volatile than MS revenue.
We work with our customers on both new products
and projects to improve automation and expand
capabilities, on our journey towards lights out
manufacturing.
CTP D&E revenue was down by £8.0m to £13.6m
(FY24: £21.6m), a reduction of 36.3% on a
constant currency basis as the prior year benefited
from a large number of asset revitalisation and
back end automation projects that were not
repeated during FY25. The nature of D&E revenue
is such that fluctuations in the level of annual
revenues are not unusual.
Despite the lower divisional revenues, underlying
operating profit for the CTP Division increased
by £3.4m to £12.3m, an increase of 40.6% on
a constant currency basis. Return on Sales also
increased, to 11.5% up 4.1pps (FY24: 7.4%).
The improved divisional profitability, both in
absolute value and as a Return on Sales, is
testament to the success of the strategic actions
taken in recent years to drive a higher margin
business. The improved US profitability was
driven by the focus on higher margin business
and increased operational efficiency including
the consolidation of US manufacturing in our
Pennsylvania sites, aligned with EMEA standards.
Within the EMEA region, medium-run production
has been relocated from the UK to the Czech
Republic, enabling the UK to focus on highly
automated solutions for long-run production.
The Division continues to pursue efficiency
improvements in raw materials, energy, and
labour usage, with further benefits expected.
Speciality Division
Revenue from the Speciality Division, combining
our Aerospace and Light & Motion businesses,
increased by £2.3m to £14.2m, an increase of
20.6% on a constant currency basis.
Continued growth in Aerospace revenues,
driven by increased demand as well as expanded
precision machining capabilities, delivered a
second consecutive year of record Aerospace
sales. Demand in our traditional Optics market of
eye care and after-market car-lighting significantly
reduced, reflecting the constraints that consumers
have seen from cost of living increases. However,
the products maintain a high contribution margin
on the lowered activity level.
Underlying operating profit for the Speciality
Division increased by £0.7m to £2.8m, an increase
of 34.1% on a constant currency basis, with a
Return on Sales of 19.7% (FY24: 17.8%).
Our Speciality businesses will seek to capitalise on
the growth of precision machined components
and expansion of our geographical footprint to
capture emerging opportunities.
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 section of the annual report
and accounts, the Group is reliant on regular
funding flows from the overseas subsidiaries
to meet banking, pension and administrative
commitments.
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Additional information
Chief Financial Officer’s review
continued
Treasury
continued
To manage this complexity, we have a centralised Treasury function that manages the Group’s cash,
debt and foreign exchange risks.
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 FY25
results, a 10% increase in the value of sterling against these currencies would have decreased reported
profit before tax by £0.4m.
Dividend
Under the terms of the previous HSBC borrowing facility agreement, in place up to the BZ refinancing
completed in April 2025, the Company was not permitted to make a dividend payment to shareholders up
to the period ending 31 December 2025. Under the BZ borrowing facility agreement, dividend payments
are permitted, but they require prior approval of the lender.
The current focus is on cash flow generation to support strategic growth and with the Company currently
having insufficient distributable reserves, no dividend is permitted in respect of the year ended 31 March
2025. The Board will continue to review the Group financial performance, capital allocation and reserves
regularly to determine the appropriate time for dividend payments.
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 190 to 193.
Comparatives are provided alongside all current year figures. The term “underlying” is not defined under
IFRS and, as such, the underlying measures reported 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 FY25 is
provided below:
£000
Continuing operations
Underlying
Non-underlying
items
Statutory
CTP operating profit
12,328
45
12,373
Speciality operating profit
2,801
2,801
Central costs
(5,291)
(2,303)
(7,594)
Group operating profit
9,838
(2,258)
7,580
Net finance expense
(4,928)
(4,928)
Group profit/(loss) before taxation
4,910
(2,258)
2,652
Taxation expense
(1,770)
(10)
(1,780)
Group profit/(loss) for the year
3,140
(2,268)
872
Basic profit/(loss) per share (pence)
4.3p
(3.1)p
1.2p
The non-underlying items reported in the Group profit/(loss) before taxation comprise:
£000
Group
1
Refinancing costs
(2,137)
Rationalisation costs
(122)
Settlement of legacy health claims
1
Total non-underlying items
(2,258)
1.
There were no non-underlying items in respect to discontinued operations in the year to 31 March 2025.
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Additional information
Chief Financial Officer’s review
continued
Post balance sheet events and going concern
Post balance sheet events
As noted above, on 24 April 2025, the Group completed refinancing of its primary external borrowing
facility with the announcement of a three-year multi-currency borrowing facility agreement with BZ and
the repayment of all amounts owing under the previous HSBC borrowing facility, which was scheduled to
expire at 31 December 2025.
At the same time, the triennial actuarial valuation of the Group’s UK defined benefit pension scheme
at 31 March 2024 was completed, confirming net liabilities on a technical provisions basis of £64.5m.
The associated deficit recovery plan included a lump sum one off payment made into the Scheme of
£5.1m during April 2025, annual contributions of £3.5m for five years to 31 March 2029 and indexed annual
contributions of £5.8m until 31 March 2037.
Going concern
The financial statements are prepared on the going concern basis.
The £36.0m borrowing facility with BZ that was announced on 24 April 2025 provides available borrowings
for a three-year term out to April 2028. The facility includes an element of asset based lending and the level
of borrowings are contingent upon the value of certain classes of non-current and current assets held by the
Group’s UK and US trading subsidiaries.
There are three primary financial covenants required to be tested under the BZ facility agreement, as follows:
Covenant
Definition
Threshold
Minimum EBITDA
Underlying
1
Group EBITDA calculated on a last
six months basis
No less than 75%
of budget
Fixed Charge
Cover Ratio
(FCCR)
Underlying
1
Group EBITDA divided by the sum of fixed charges
comprising debt service costs, debt repayments, pension
scheme contributions, tax payments, capital expenditure and
dividends or other capital distributions calculated on a last
twelve months basis
Until 31 March 2027
no less than 1:1
After 31 March 2027
no less than 1.05:1
CAPEX
Cash paid on tangible and intangible fixed assets measured
annually for the twelve months to 31 March
No more than 120%
of the annual budget
1.
See the glossary on page 197.
The Minimum EBITDA and FCCR covenants are required to be tested monthly from May 2025. If after
twelve months of the start of the facility agreement, testing has been compliant with covenants in the two
previous quarters then covenant testing will only be required on a quarterly basis. The CAPEX covenant is
required to be tested annually from 31 March 2026. The Group has complied with the minimum EBITDA
and FCCR financial covenants for the testing periods up to the date of signing the financial statements,
being May, June and July 2025.
The deficit recovery plan agreed with the Trustees of the UK defined benefit pension scheme as part of
the triennial valuation to 31 March 2024 includes an annual schedule of contributions of £3.5m through to
31 March 2029 and thereafter annual contributions of £5.8m indexed at 3.5% through to 31 March 2037.
Contributions are funded from cash generated by operations and have been reflected in the cash flow
and covenant forecasts reviewed by the Directors.
The Group is subject to a number of key risks and uncertainties, as detailed in the principal risks and
uncertainties section on pages 49 to 55. Mitigation actions to address the risks are also set out in that
section of the report. These risks and uncertainties have been considered in the base case and downside
sensitivities and have been modelled accordingly. The specific climate-related matters set out in the TCFD
section on pages 34 to 39 have been considered and they are not expected to have a significant impact on
the Group’s going concern assessment.
The Group has prepared a forecast of financial projections for the three-year period to 31 March 2028.
The forecast underpins the going concern assessment, which has been made for the period through
to December 2026, being 21 months after the year end, consistent with the previous going concern
assessment and 16 months from when the financial statements are authorised for issue. The Directors
have reviewed cash flow and covenant forecasts over this period considering the Group’s available
borrowing facilities and the terms of the arrangements with the Group’s lender and the UK defined
benefit pension scheme.
The base case reflects the forecast of financial projections prepared by the Group for the three-year
period to 31 March 2028 and includes assumptions around revenue growth, modest improvement
in margins, consistent working capital trends and stable interest rates. The forecast shows adequate
headroom and supports the position that the Group can operate within its available borrowing facilities
and covenants throughout this period.
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Additional information
Chief Financial Officer’s review
continued
Post balance sheet events and
going concern
continued
Going concern
continued
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
but plausible downside scenarios.
These sensitivities incorporate identified risks set
out in the principal risks and uncertainties section
of this report.
Plausible downside sensitivities include a range
of scenarios modelling the financial effects
of a reduction in forecast revenue of 3% with
a consistent percentage decline in variable
costs, a reduction in gross margin of 1% and a 1%
increase in interest rates. At the point at which
the underlying operating target is not achieved,
management bonuses are not payable. The
downside scenario modelling factors this in but
did not allow for the benefit of any other action
that could be taken by management to mitigate
the impact of the downside scenarios. Under the
three plausible downside scenarios modelled,
the Group continues to meet minimum covenant
requirements in the next 16 months, although with
reduced headroom.
The Directors also assessed, as part of its reverse
stress testing, what level of downside impact the
Group could sustain on these three scenarios,
before it breaches its financial covenants.
A reduction in forecast revenue of 7% with a
consistent percentage decline in variable costs or
a reduction in gross margin of 3%, again without
any mitigations beyond the non-payment of
management bonuses, would lead to covenant
breaches. Two additional severe but plausible
downside scenarios have also been modelled,
reflecting a reduction in forecast revenue of 10%
with a consistent percentage decline in variable
costs and a reduction in gross margin of 5%.
These scenarios result in breaches of both the
FCCR and Minimum EBITDA covenants. In such
circumstances, mitigating actions available to the
Group are the deferral or cancellation of capital
expenditure and the reduction in non-variable
costs. A combination of these actions, at levels
that the Directors believe is attainable, offset
the impact of the severe but plausible downside
scenarios to bring both covenants back within
threshold. The increase in interest rates required
to breach the FCCR covenant is so significant that
it is not considered plausible.
The Group is not exposed to high-risk sectors
or countries but is dependent on 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 49 to 55.
It should be noted that the Group is operating
in a period of material geopolitical and
macroeconomic uncertainty. The Directors
continue to monitor these risks and their impact,
however, their potential severity is dependent
upon many external factors and is difficult to
predict. Accordingly, the actual financial impact of
these risks may materially differ from the Directors’
current view of their impact.
At 31 March 2025, the Group reports net liabilities
of £11.8m (31 March 2024: net assets £3.1m).
The decrease is largely attributable to the £14.6m
increase in the IAS 19 valuation of the UK defined
benefit pension liability. The Group also reports a
net current liability position of £10.0m at that date
(31 March 2024: net current assets £9.3m).
At 31 March 2025, the Company reports net
liabilities of £130.0m (FY24: 105.8m (restated))
and net current liabilities of £92.4m (FY24: 63.0m
(restated)). At 31 March 2025 creditors falling due
within one year include the full HSBC loan referred
to below and £109.3m due to Group undertakings.
Creditors falling due in more than one year include
the IAS 19 pension liability of £51.7m and £9.9m of
inter-company creditors.
The presentation of current and non-current
liabilities is affected by the requirement to show
at 31 March 2025 the full £21.2m HSBC term
loan owing at that time within current liabilities
as, at that date, the facility had an expiry date of
31 December 2025.
On the basis that the HSBC facility was fully
extinguished in April 2025 by drawings made on
the BZ facility and that future pension contribution
payments to the UK defined benefit pension
scheme are defined by the 2024 deficit recovery
plan, established at the time of the triennial
Scheme valuation, at amounts that are considered
manageable by the Directors, rather than by the
IAS 19 valuation, and the fact that the Company
can control the timing of payment of the amounts
owed to Group undertakings and will not make
payments until it has sufficient funds to do so,
the balance sheet presentation of net liabilities
and net current liabilities at 31 March 2025 does
not affect the Group or Company's ability to
meet their third party liabilities over the going
concern period.
On the basis of the base case forecast and
the severe but plausible downside sensitivity
testing, the Directors have determined that it is
reasonable to assume that the Group and the
Company will continue to operate within available
borrowing facilities and adhere to the covenant
tests to which it is subject throughout at least
the 16 month period from the date of signing the
financial statements through to December 2026.
Accordingly, these financial statements are
prepared on a going concern basis.
Ian Tichias
Chief Financial Officer
28 August 2025
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Financial statements
Additional information
Principal risks and uncertainties
Effective risk management is fundamental to the execution of our
strategy and the resilience of our operations. Our focus is on the
responsible operation of our business while making risk-informed
decisions based on the risk appetite set by the Board when responding
to opportunities or threats that present themselves.
During the year the Board instituted a review of our risk management processes, following which we
strengthened our risk management framework and our processes for identifying, assessing, mitigating,
monitoring and reporting our most significant risks and emerging risk themes. The framework continues
to be embedded throughout the organisation.
Risk management framework
The diagram below provides an overview of our framework defining our risk management process and
governance. It is based on a three lines of defence model which provides appropriate segregation of duties
and clear roles and responsibilities across the organisation. Leadership and a strong risk-aware culture are
central to our framework.
The Board is responsible for approving and overseeing the risk management framework and ensuring its
alignment with the Group’s strategic objectives. The Audit & Risk Committee is responsible for reviewing
risk management policies and procedures, monitoring the effectiveness of risk mitigation strategies,
and reporting to and advising the Board on risk-related matters. The Executive Committee and senior
management are responsible for implementing the framework, ensuring that risk management practices
are integrated into daily operations and for promoting a risk-aware culture across the Carclo Group.
Heads of business units and functional management identify, assess and monitor material risks within their
areas of responsibility and report to the Executive Committee on the risks and mitigation. This supports
the calibration of risk assessment across the business and functional units, the identification, assessment
and prioritisation of risk at a Group level, and the ongoing reporting to the Audit & Risk Committee and
the Board.
Risk categories and risk appetite
Our appetite for risk is determined by the Board. In so doing, the Board recognises that a prudent and
robust approach to risk assessment and mitigation must be carefully balanced with a degree of flexibility
so that the entrepreneurial spirit and innovation which contribute to the success of the Carclo Group
are not inhibited.
Risk appetite 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. 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 sets out these risks and explains how they are being managed or mitigated. These risks
and uncertainties do not comprise all of the risks that the Group may face and are not necessarily listed in
any order of priority.
Additional risks and uncertainties not presently known to the Board, or which are considered to be remote
or are deemed to be less material at the date of this annual report, may also have an adverse effect on
the Group.
Principal risks
The Board has identified nine Group principal risks. In FY24 there were eight Group principal risks; the
previously identified principal risk of “Future global pandemics” has been retired as a self-standing principal
risk but has been included in the “Geopolitical and macroeconomic uncertainty and other global events”
below.
The work arising from the Board-instituted review of our risk management processes has led to the
identification of two new principal risks; “Compliance” and “People” risks. These are not necessarily
considered emerging risks but a better articulation of the principal risks and uncertainties facing the Group.
The Board considers that overall, the risks facing the Company have decreased since FY24. Whilst the
Board has assessed that external risks e.g. geopolitical and macroeconomic uncertainties and the threat
of cyber crime, have increased, they have also assessed that our work in FY25 has had the effect of
strengthening the Company’s resilience to risk. This includes the new finance arrangements with BZ, the
agreement with the Pension Scheme Trustees in respect of the actuarial deficit and the investment in our
operational and financial performance.
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Additional information
Principal risks and uncertainties
continued
Risk management
Risk categories and risk appetite
Risk process
Governance
Risk
category
Risk appetite
Strategic
Moderate
We are prepared to accept a moderate
level of risk in pursuit of innovation and
market expansion whilst maintaining a
balance between our socio-economic
role (low risk acceptance) and our
commercial targets (higher risk
acceptance).
Operational
Very low
We avoid risks that could put our
customers, internal and external
employees or visitors in danger.
Therefore, our risk appetite in this
regard is very low.
Financial
Low
We seek to maintain a solid financial
position in order to provide stability and
value to all our stakeholders. We are not
prepared to take risks that could harm
our key financial relationships.
Compliance
Zero
We strive to comply with all applicable
laws and regulations, with a particular
focus on safety and security,
environmental, competition, tendering
and privacy/information security laws.
1st line of defence
2nd line of defence
3rd line of defence
Board
Operational Teams
Audit & Risk Committee
Internal Audit
Executive Committee
and Senior Management
Business Management
Top down
Bottom up
Culture and
Leadership
Identification
Audit and
Assurance
Monitoring
Assessment
Mitigation
Reporting
1
2
3
4
5
6
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Financial statements
Additional information
Principal risks and uncertainties
continued
There has been no change in our assessment of the severity of two of the principal risks. We have noted that the treasury, operational execution and pensions risks have decreased and the technology and cyber security
and geopolitical and macroeconomic uncertainty risks have increased compared to the previous year for the reasons set out below.
In accordance with the provisions of the Financial Reporting Council’s 2018 UK Corporate Governance Code (the “Code”), the Board has taken into consideration the principal risks and uncertainties in the context of
determining whether to adopt the going concern basis of preparation and when assessing the future prospects of the Group.
01. Treasury risk
Change
Risk
Mitigation
Failure to sufficiently and effectively manage the financial
position of the Group, resulting in a restriction of available funds
and preventing investment in growth opportunities; breach of
lender covenant tests resulting in the withdrawal of access to
funds under the Group’s primary borrowing facility; and the failure
of tests demonstrating that the Group remains a going concern.
The Group Treasury function plays an active role in the monitoring and escalation of Treasury risks.
Liquidity is monitored across all regions through a rolling 13-week cash forecast that is managed by the central Treasury function. Near-term and
medium-term cash flows are projected through in-year forecasts and annual budgets that extend out over a three-year timeframe. Subsidiary
companies remit excess cash by way of dividends and other means, ensuring effective cash management across the Group and the central
settlement of amounts owing under the Group’s principal borrowing facility and the UK defined benefit pension scheme deficit recovery plan.
On 24 April 2025, the Group completed refinancing of its primary borrowing facility with the announcement of a three-year multi-currency
borrowing facility agreement with BZ Commercial Finance DAC (“BZ”) comprising a term loan of £27.0m and a revolving credit facility of
up to £9.0m. As part of the refinancing project, extensive modelling, including the overlay of severe downside scenarios, was completed to
ensure that, over the life of the facility, covenant tests were complied with and the facility provided sufficient liquidity to support the cash flow
requirements of the Group, including amounts due under the UK defined benefit pension scheme deficit recovery plan, also agreed at the time.
Lender covenant compliance is reported each month and we maintain an active dialogue with BZ through the reporting requirements of the
borrowing facility as well as meetings with the CEO and CFO.
We maintain Group foreign exchange hedging policies and subsidiary level foreign exchange risk is managed through the natural hedging of
assets and liabilities or, where required, forward contracts. We use forward yield curves to forecast future interest rates as part of our planning
process.
On the basis that the refinancing completed in April 2025 provides an increase in borrowing facilities that is available until April 2028, subject to
compliance with financial covenants and other operational and legal conditions, the Treasury risk is assessed to have declined from FY24.
Key:
Increase
Decrease
No change
New
Strategic
Operational
Financial
Compliance
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Principal risks and uncertainties
continued
02. Operational execution risk
Change
Risk
Mitigation
Operational failure that results in the manufacture and supply of
product that does not meet customer or quality requirements,
manufacturing cost escalation or other operational issues
resulting in reputational damage, loss of customer confidence
and a deterioration in profit and cash flow performance.
We are maintaining our increased focus on operational excellence with investment in both people and systems, building on significant progress
over the last two years to ensure that we meet the needs of our customers and maximise the effectiveness of our assets.
Delivery of key investment projects is regularly monitored and the Board is kept appraised on progress to ensure projects are delivered on time
and on budget.
Our business units focus on performance execution and preventative maintenance and the management of risk at a local level with operational
KPI reporting and regular risk management reviews.
During the year a plan to strengthen execution capabilities and improve succession planning and talent pipelining was instituted. Work is ongoing
to take on strategic hires to take the implementation work forward.
In view of the investment in operational execution over the last two years, we have assessed this risk as decreased compared to the previous year.
03. Geopolitical and macroeconomic uncertainty and other global events
Change
Risk
Mitigation
Failure to respond to geopolitical uncertainty due to conflict, civil
unrest, terrorism, elections, government restrictions and risk of
potential future pandemics or to respond to macroeconomic
uncertainties such as inflationary pressures, government and
monetary policies, including tariffs, and labour market conditions
may cause supply chain disruption, increased input costs and
extended lead times with a significant impact on operating costs,
profitability and customer service.
Our business units closely 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.
Using our global manufacturing presence, not only are we able to respond with more agility than previously, but we also continue 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.
We are continuing our increased focus on operational effectiveness and efficiency to mitigate the effects of these challenges.
In view of the escalation of global tariffs during 2025 and the ongoing conflicts in Palestine and the Ukraine, we have assessed this risk
as increased compared to the previous year.
Key:
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Decrease
No change
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Strategic
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Financial
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Principal risks and uncertainties
continued
04. Technology and cyber security
Change
Risk
Mitigation
Inadequate operation and maintenance of resilient IT systems
and infrastructure, coupled with insufficient security measures,
may result in a loss of operational capabilities and increased
vulnerability to unauthorised access to our systems or data.
Such incidents could compromise our operations, resulting in
significant financial loss and reputational damage.
We have put in place a roadmap to enhance our infrastructure and systems to improve resilience.
We employ security specialists and maintain a suite of cyber protection software firewalls. Cyber controls are monitored closely and cyber
security training is carried out across the Group. Multi-factor authentication has been implemented across all Group sites.
We undertake 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 deploying IT in-house skill to proactively
respond to emerging cyber threats are some of the countermeasures activated. In the event of a successful attack, we respond rapidly to
minimise impact and focus on ensuring that future attacks cannot be successful.
Whilst we continue to invest in this area, given the growing sophistication and scale of cyber-attacks and previous successful attacks including one
during the year (see the Audit & Risk Committee report on page 66) we have assessed this risk as increasing.
05. Customer concentration
Change
Risk
Mitigation
A substantial part of the Group’s revenue is concentrated in
a relatively small number of large customers such that any
underperformance, increased market competition or changes
in customer behaviour may result in the loss of existing or future
business with that customer which could have a significant impact
on financial performance.
Our focus on operational excellence (class-leading cost, quality and delivery) and on customer care is aimed at retaining key customers and
nurturing our relationships with them. We have also invested in production equipment and process know-how to help preserve the longevity of
those relationships.
We are seeking diversification of business in the longer term, particularly where concentration levels are most high, such as India.
We have focused on major customers who are blue-chip multi-nationals operating in the medical, electronics and aerospace markets. Whilst this
may increase concentration risk, it does provide a degree of credit protection from customer strength, size and reputation.
Key:
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continued
06. Pensions
Change
Risk
Mitigation
A deterioration in the Group’s financial performance or decline
in cash generation may prevent payments due to our UK
defined benefit pension scheme under the deficit recovery plan,
triggering the Pensions Regulator to impose additional financial
conditions that constrain operational or financial activity.
The 31 March 2024 triennial valuation of the UK defined benefit pension liability was finalised in April 2025. The valuation, prepared on a technical
provisions basis, reported a deficit of £64.5m, a significant reduction from the £82.8m liability reported as part of the previous triennial valuation
at 31 March 2021.
The deficit recovery plan agreed alongside the valuation includes a lump sum one-off payment into the scheme of £5.1m, paid in April 2025, and
annual contributions of £3.5m for five years to 31 March 2029 and indexed annual contributions of £5.8m until 31 March 2037. At 31 May 2025, the
technical provisions liability had reduced further to £55.0m.
We fully engage with the Trustees of the Scheme, who are responsible for the proactive management of assets, liabilities and administrative
costs of the Scheme and we work with them on liability management initiatives, Pension Protection Fund levy issues and the Scheme investment
strategy.
With the support of the Scheme Trustees and our lender, we also focus on growing Group enterprise value to reduce the deficit relative to the size
of the Group. We present our budget and long-term plans to the Scheme Trustees.
On the basis of the agreement of the 2024 deficit recovery plan in April 2025 that locks in contributions at least until the completion of the
2027 valuation and the decline in the value of Scheme liabilities on a technical provisions basis, the pensions risk is assessed to have decreased
from FY24.
07. Climate change
Change
Risk
Mitigation
Failure to consider and effectively respond to climate change
may have an adverse impact on our operational and financial
performance and our reputation.
We engage with stakeholders to understand how the risks and opportunities manifest themselves in our everyday operations 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 take steps to de-risk our business.
The risk of climate change to our operations is underpinned by the risks identified through our TCFD-aligned assessment process, which provides
a structured framework for evaluating both transitional and physical climate-related risks. For more information of the risks identified, please see
pages 37 to 38.
Carclo is a relatively large user of energy, with its associated climate connotations. The appointed external climate consultancy has also been
engaged to define appropriate metrics and targets for each area of the Group to help meet climate obligations. The Board will review the
consultancy’s work and seek to implement their recommendations to significantly improve our intensity ratios over a period of time.
Our business units identify local risks and opportunities associated with climate change. These risks and opportunities are considered centrally
to ensure a complete and uniform approach to climate change risks and opportunities management across the Group. For further details of our
sustainability aims and achievements, see the environment section of Responsible operations on pages 30 to 32.
Key:
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Decrease
No change
New
Strategic
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Financial
Compliance
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Principal risks and uncertainties
continued
08. Compliance
Change
1
Risk
Mitigation
Failure to comply with legal and regulatory requirements may
result in fines, criminal penalties or litigation which may lead to
adverse financial, legal or reputational consequences.
Wherever we operate, we aim to comply with all applicable requirements and we monitor the controls implemented across the Group which
support the business to demonstrate compliance with those requirements.
Our whistleblowing procedures are aimed at promoting a strong culture of integrity throughout the Group as well as encouraging employees to
speak up.
Our risk management assessments help identify emerging regulatory and compliance risks and planning to address those risks. Regulation and
compliance risk is also considered as part of our annual business planning process.
Whilst operating across more than one jurisdiction does elevate this risk due to the variation in laws and regulation, this is mitigated through the
knowledge and experience of our local management and, where appropriate, through the use of external professional advisors.
09. People
Change
1
Risk
Mitigation
Failure to attract, retain and develop the required talent and
capabilities, and to embed our values in our culture, could impact
on the effectiveness of our operations and the delivery of our
purpose, leading to non-compliance with applicable legislation
and regulation, financial losses and reputational damage.
During the year, the Remuneration Committee instituted a review of our “total reward” offering across our global business units which will be taken
forward in FY26. This is aimed at attracting and retaining high-calibre people to and within the Group.
We continue to roll out measures to ensure the overall wellbeing of our colleagues, including a suite of wellbeing policies, our Carclo Cares
platform and an Employee Assistance Programme.
Our established Group diversity and inclusion strategy helps to ensure that everyone is welcomed and that we provide all our colleagues with
equal opportunities for growth and development. Our commitment to maintaining a diverse and inclusive workplace is embedded in our values.
For further details of the mitigating measures taken or developed during FY25, see the People section of Responsible Operations on
pages 27 to 29.
1.
As noted on page 49, these are not considered emerging risks but a better articulation of the principal risks and uncertainties facing the Group.
Key:
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No change
New
Strategic
Operational
Financial
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Viability statement
The Board has assessed the viability of
the Group over a three-year period to
31 March 2028 taking account of the Group’s
current position and the potential impact
of the principal risks as documented in the
previous pages.
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 financial projections in the
budget for the year ending 31 March 2026 and
the forecast for years ending 31 March 2027 and
31 March 2028.
In developing the viability statement, it was
determined that a three-year period should be
used, consistent with the period of the Group’s
business planning processes and reflecting a
reasonable approximation of the time taken from
procuring a project to completion.
On 24 April 2025, the Group completed
refinancing of its primary external borrowing
facility with the announcement of a three-year
multi-currency borrowing facility agreement with
BZ Commercial Finance DAC (“BZ”) comprising a
term loan of £27.0m and a revolving credit facility
of up to £9.0m. At that time, all amounts due
under the Group’s previous principal borrowing
facility with HSBC were settled.
The BZ facility includes an asset-based lending
arrangement with drawings permitted against
the value of various classes of assets held by the
UK and US businesses. Of the £27.0m term loan
element, £8.0m is designated against the value
of owned land and buildings, £5.0m is designated
against the value of owned plant and machinery
and the balance of £14.0m is designated a cash
flow loan that is non-asset specific. Of the £9.0m
revolving credit facility, up to £7.0m is designated
against the value of trade receivables and up to
£2.0m against the value of inventory. The facility
permits borrowings in GBP, EUR and USD. The
viability assessment assumes that the Group is
able to secure refinancing in April 2028 to replace
the BZ facility, which is due to expire at that time.
Net debt at 31 March 2025 was £19.2m, showing
a significant reduction from £29.5m at 31 March
2024 and further progress from £34.4m at
31 March 2023. The turnaround in the Group’s
financial performance and improved cash
generation are evidence of the success of the
Group achieving its strategic goals and have been
critical drivers in the reduction in net debt.
Key to the Group’s viability, in addition to having
access to sufficient borrowing facilities, is that
the Group agrees with the Trustees of the UK
defined benefit pension scheme a schedule of
contributions which reduces the pension deficit
at a rate deemed acceptable by the Trustees
and at the same time is considered affordable
with the expected future cash flow generation
of the Group.
In April 2025, the triennial valuation prepared as at 31 March 2024 was finalised in accordance with the
requirements of the Pensions Act 2024. The valuation reported a deficit of £64.5m, a significant reduction
from the £82.8m liability reported by the last triennial valuation at 31 March 2021 and a further reduction in
value of the liability from the £90.4m reported in the previous valuation at 31 March 2018. The next triennial
valuation is due to be calculated at 31 March 2027.
In the context of the profitability and the cash generation of the Group, the amounts owing in respect of
the UK defined benefit pension scheme remain a major liability. The Board continues to work closely with
the Trustees of the UK defined benefit pension scheme to monitor and mitigate risks associated with the
defined benefit pension scheme and, where appropriate, actively manage the Scheme liabilities.
The deficit recovery plan that was agreed with the Trustees at the time of the 2024 triennial valuation
provided for a lump sum one-off payment into the Scheme of £5.1m in April 2025, at the time of finalisation
of the Group’s refinancing of its principal borrowing facilities, annual contributions of £3.5m for five years
to 31 March 2029 and indexed annual contributions of £5.8m for a further eight years to 31 March 2037.
The Directors have assessed that all contributions due to the UK defined benefit pension scheme under
the 2024 deficit recovery plan, along with repayments due under the BZ borrowing facility, are affordable
throughout the three-year period and are appropriately reflected in the financial projections and underlying
covenants that cover this period.
There are three primary financial covenants required to be tested under the BZ facility agreement,
as follows:
Covenant
Definition
Threshold
Minimum
EBITDA
Underlying Group EBITDA calculated on a last
six months basis
No less than 75% of budget
Fixed Charge
Cover Ratio
(FCCR)
Underlying Group EBITDA divided by the
sum of fixed charges comprising debt service
costs, debt repayments, pension scheme
contributions, tax payments, capital expenditure
and dividends or other capital distributions
calculated on a last twelve months basis
Until 31 March 2027 no less than 1:1
After 31 March 2027 no less than
1.05:1
CAPEX
Cash paid on tangible and intangible fixed
assets measured annually for the twelve months
to 31 March
No more than 120% of the annual
budget.
The minimum EBITDA and FCCR are required to be tested monthly from May 2025. If after twelve months
of the start of the facility agreement, testing has been compliant with covenants in the two previous
quarters, then covenant testing will be extended to testing on a quarterly basis. The CAPEX covenant is
required to be tested annually from 31 March 2026.
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continued
The Directors have considered whether they are
aware of any specific relevant factors, other than
more foreseeable risks that any business may
face, beyond the three-year time horizon. Aside
from the risk relating to the level of future pension
scheme deficit repair contributions and the
availability of funding beyond the three-year term
of the BZ facility and consideration of the Group’s
principal risks and uncertainties, including those
related to climate-related matters, the Directors
have concluded that there are no others of a
significantly material nature.
The review included the assessment of cash
flows and other key financial ratios, including
the BZ covenants, over the three-year period.
These metrics were subject to sensitivity analysis
which involved flexing a number of the main
assumptions underlying the forecasts. Sensitivity
testing has been based on a number of potential
downside scenarios taking into account the
current view of impacts on supply chain disruption
and unmitigated cost inflation, particularly from
geopolitical uncertainty including the global tariffs
and the risks arising from customer concentration.
Plausible downside sensitivity testing was
performed under a range of scenarios modelling
a reduction in forecast revenue of 3% with a
consistent percentage decline in variable costs, a
reduction in gross margin of 1% and a 1% increase
in interest rates. 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 also assessed, as part of its reverse
stress testing, what level of downside impact the
Group could sustain on these three scenarios,
before it breaches its financial covenants.
A reduction in forecast revenue of 7% with a
consistent percentage decline in variable costs or
a reduction in gross margin of 3%, again without
any mitigations beyond the non-payment of
management bonuses, would lead to covenant
breaches. Two additional severe but plausible
downside scenarios have also been modelled,
reflecting a reduction in forecast revenue of 10%
with a consistent percentage decline in variable
costs and a reduction in gross margin of 5%.
These scenarios result in breaches of both the
FCCR and Minimum EBITDA covenants. In such
circumstances, mitigating actions available to the
Group are the deferral or cancellation of capital
expenditure and the reduction in non-variable
costs. A combination of these actions, at levels
that the Directors believe is attainable, offset
the impact of the severe but plausible downside
scenarios to bring both covenants back within
threshold. The increase in interest rates required
to breach the FCCR covenant is so significant that
it is not considered plausible.
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 EBIT, and no material capital spend
commitments outstanding which would appear to
be at risk of longer-term material financial loss.
On the basis of the above and other matters
considered and reviewed by the Board during the
year, the Board has reasonable expectations that
the Group will be able to continue in operation and
meet its liabilities as they fall due over the next
three years. In doing so, it is recognised that such
future assessments are subject to many external
factors and a level of uncertainty that increases
with time and, therefore, future outcomes cannot
be guaranteed or predicted with certainty. The
actual outcomes of this uncertainty may materially
vary from the Directors’ current view of their
plausible impact.
The strategic report was approved by the Board on
28 August 2025 and signed on its behalf by:
Frank Doorenbosch
Chief Executive Officer
28 August 2025
Ian Tichias
Chief Financial Officer
28 August 2025
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Chair’s introduction to governance
The statement of corporate governance practices set out on the following pages, including the reports of Board Committees and any
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 2025. 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 “2018 Code”).
The Board aims to maintain and, where
appropriate, strengthen standards of corporate
governance throughout the Group. The Board
supports the principles laid down in the 2018 Code
and continues to monitor the Group’s governance
practices. This includes regular review of key
policies and procedures to ensure they remain fit
for purpose.
Good governance is fundamental to the success
of the Group and 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 Committee and out to
the business.
The composition of the Board is routinely
assessed to ensure 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 skills,
knowledge, 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
conclusion of this evaluation was that whilst the
Board and its Committees function effectively and
all Directors properly discharge their duties, there
are some areas where there is an opportunity for
improvement, including further development of
management succession planning, continuing
work to strengthen the control environment and
developing the risk management framework. The
Board is now working on an action plan to address
the issues raised. A full report of the activities
and the outcomes of the evaluation can be found
on pages 63 to 64.
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 27 to 33.
As explained on pages 40 to 42, the Directors
consider various factors when making decisions,
including the interests of our stakeholders. The
Board undertakes stakeholder engagement
directly with the workforce (see page 64) and
with shareholders (see page 64). During the year,
the Board has also supported management in
the refinancing of the Group’s debt facilities,
engaging with the Pension Trustee, the existing
facility provider HSBC and the new financing
provider BZ Commercial Finance DAC, and the
triennial revaluation of the Group Pension Scheme,
engaging with the Pension Trustee. More details
regarding stakeholder engagement by the Group
can be found on pages 40 to 42.
We were pleased to maintain a stable Board during
the year, following Natalia Kozmina joining the
Board as a Non-Executive Director on 22 April
2024. Natalia was appointed as Chair of the
Remuneration Committee from 1 May 2024. She
has a wealth of cross-functional experience, most
recently in human resources and ESG, gained in
large multi-national organisations across a number
of industries.
Following the announcement in December 2024
of Eric Hutchinson’s intention to retire as CFO in
2025, on 13 February 2025, we announced the
appointment of Ian Tichias as CFO from 1 April
2025. Ian brings strong experience as a finance
leader in both listed and private businesses,
including at Xaar plc where, as CFO, he drove a
financial turnaround and significant systems and
controls improvements.
I am confident in the continued strength of the
Board, with members bringing a wealth of relevant
experience to guide the business forward.
Our statement of compliance with the UK
Corporate Governance Code is set out on page
59. The UK Corporate Governance Code 2024
(the “2024 Code”) will apply to the Company from
1 April 2025 with the exception of Provision 29,
which will apply to the Company from 1 April 2026.
Work to ensure compliance with the 2024 Code is
underway and we expect to comply fully with the
2024 Code, with the exception of Provision 29,
from 1 April 2025.
Joe Oatley
Non-Executive Chair
28 August 2025
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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 complied throughout the year with the main principles and provisions of the
2018 Code, with the exception of Provisions 11, 24 and 32 for part of the year. The Company continues to maintain and review its systems, processes and policies to support its sustainability and governance practices.
This statement, together with the Board activities, Audit & Risk Committee report, Nomination Committee report and Directors’ remuneration report, describes how the Company has applied the main principles and
provisions of the 2018 Code.
A copy of the 2018 Code is available on the website of the Financial Reporting Council (the “FRC”): https://www.frc.org.uk/library/standards-codes-policy/corporate-governance/uk-corporate-governance-code/
The Board did not comply with the requirements of Provisions 11 and 24 of the 2018 Code from 1 to 21 April 2024 and with the requirements of Provision 32 of the
2018 Code from 1 to 30 April 2024:
Provision
Requirement
Explanation
11
At least half the Board, excluding
the Chair, should be independent
Non-Executive Directors.
As a result of Eric Hutchinson agreeing to move from his non-executive role into the role of CFO, this provision was not met temporarily. Whilst a
search was already underway for an additional Non-Executive Director, this was accelerated in order to identify an independent Non-Executive
Director who would take on the roles of Senior Independent Director and Chair of the Remuneration Committee following Eric Hutchinson’s role
change. In the interim, Rachel Amey agreed to fulfil both roles. While the search was conducted, less than half the Board, excluding the Chair,
comprised independent Non-Executive Directors.
Natalia Kozmina joined the Board as a Non-Executive Director after the year end, on 22 April 2024. She was determined to be independent
on appointment.
At the date of this report, the Board meets the requirement that at least half the Board, excluding the Chair, are independent
Non-Executive Directors.
24
The Board should establish an
audit committee of independent
Non-Executive Directors, with a
minimum membership of two.
Eric Hutchinson’s move to the role of CFO also led to the membership of the Audit & Risk Committee falling to a single independent Non-Executive
Director for a brief period. While the search for an additional independent Non-Executive Director was conducted, the Board fulfilled the
responsibilities of the Audit & Risk Committee.
On her appointment to the Board on 22 April 2024, Natalia Kozmina was also appointed as a member of the Audit & Risk Committee, which then met
the requirement to have a minimum membership of two independent Non-Executive Directors.
32
Before appointment as chair of
the remuneration committee, the
appointee should have served on a
remuneration committee for at least
twelve months.
Eric Hutchinson’s move to the role of CFO also required the appointment of a new Chair of the Remuneration Committee. Rachel Amey agreed
to fulfil this role in the interim while the search for a successor was conducted. On her appointment, she had not served on a remuneration committee
for at least twelve months.
Natalia Kozmina joined the Remuneration Committee on her appointment to the Board on 22 April 2024 and took over the role of Chair of the
Remuneration Committee on 1 May 2024. On her appointment, she had not served on a remuneration committee for at least twelve months.
Nevertheless, on appointment she had extensive experience in human resources, most recently in her executive role where she regularly attended
remuneration committee meetings and worked with both the remuneration committee chair and management to shape executive leadership
remuneration and policy changes. The Board believes this gives her the requisite skills and knowledge to perform the role.
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Our Board
Each Committee plays a vital role in helping the Board ensure that high standards of corporate governance are maintained throughout the Group.
Only the Committee Chair and members of the Committees are entitled to be present at Committee meetings, but others may attend by invitation.
The authorities and duties of the Board and its Committees, as well as the roles and responsibilities of key individuals on the Board, are clearly set out in writing.
These documents are reviewed and approved by the Board on an annual basis and are available on the Company’s website.
The Board
Audit & Risk Committee
Nomination Committee
Remuneration Committee
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.
Monitors and reviews financial reporting,
supporting the Board in observing its
responsibility for ensuring the Group’s
financial systems provide accurate
information which is properly reflected in the
published accounts.
Reviews the effectiveness of the Group’s
internal control and risk management system,
the need for an internal audit function and the
work undertaken by the external auditor.
Reviews whistleblowing arrangements.
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. Where
an additional appointment is considered
appropriate, in light of its monitoring and
review, the Committee develops a description
of the role and capabilities required and
proposes candidates for appointment to
the Board.
Manages Board effectiveness reviews.
Reviews management training and
succession planning in respect of the
Company’s senior executives.
Oversees and, where appropriate,
recommends to the Board Carclo’s
overall remuneration policy, strategy and
implementation including the alignment of
incentives with reward and culture, taking into
account employees’ pay and rewards when
setting the policy for Directors’ remuneration.
Determines the remuneration for
the Executive Directors and certain
senior executives.
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Non-Executive Board tenure
Board gender diversity
Our Directors
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.
He 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.
Skills and experience
Joe is currently the Deputy Chair at Wates Group Limited
and a Non-Executive Director at Centurion Group
Limited. From 2012 to 2018 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. Prior to joining Cape he
was Chief Executive of Hamworthy plc, a global oil and
gas engineering business, which he joined in 2007 and
led until its takeover by Wärtsilä in 2012. Joe spent the
early part of his career in the engineering sector in a broad
range of roles, including Managing Director of a number
of different businesses, strategy development and M&A.
External appointments
Wates Group Limited – Deputy Chair
Centurion Group Limited – Non-Executive Director
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 CEO of Carclo plc on
6 October 2022.
Skills and experience
Frank has devoted the majority of his career to
spearheading initiatives within the plastics industry,
primarily at RPC Group plc, a leading supplier of film and
packaging solutions. His comprehensive experience
encompasses senior roles in operations, finance, sales
and marketing, along with substantial enhancements
in business practices, managing expansive operations
throughout the EMEA and APAC regions. From 2016
to 2019, he held the position of CEO at RPC bpi
group, where he was instrumental in driving significant
turnarounds and strategic reorientations in the plastic
packaging sector. An ardent proponent of environmental
sustainability, Frank consistently champions the adoption
of alternative processes and materials that minimise
ecological footprints.
External appointments
Thingtrax Limited – Non-Executive Director
Impact Recycling Limited – Non-Executive Director
Plastic Science by Design – Managing Partner
Rachel was appointed a Non-Executive Director of the
Company on 1 March 2023 and was appointed Chair of
the Audit & Risk Committee on 21 August 2023. She was
appointed as interim Senior Independent Director from
21 August 2023 to 31 January 2024 and was re-appointed
to this position permanently on 28 February 2024.
From 21 August 2023 to 30 April 2024 she acted as
interim Chair of the Remuneration Committee.
Skills and experience
Rachel trained as a chemical engineer and subsequently
qualified as a Chartered Management Accountant.
Rachel currently works as COO at British Engines Limited,
a global engineering group based in Newcastle upon
Tyne, and previously held a variety of financial positions
with Smiths Group plc from 2000 to 2008 and Cape plc
from 2008 to 2015, including Group Financial Controller
from August 2008 to March 2014 and interim Chief
Finance Officer from September 2012 to December
2012. Rachel was Group Financial Controller for LSL
Property Services plc from 2016 to 2020 and Director of
Finance & Operations at the Newcastle upon Tyne Royal
Grammar School from October 2020 to April 2025. She
is an experienced finance professional with substantial
listed company experience as well as having IPO and M&A
experience both in the UK and internationally.
External appointments
British Engines Limited – COO
Director of various subsidiaries with the British
Engines Group
Joe Oatley
Non-Executive Chair
Frank Doorenbosch
Chief Executive Officer
Rachel Amey
Independent Non-Executive and Senior
Independent Director
N
R
Male |
40%
Female |
40%
Prefer not
to say |
20%
>5 years |
33.3%
<5 years |
66.6%
Committee membership key
A
Audit & Risk Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
N
R
A
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Additional information
Our Directors
continued
Natalia was appointed a Non-Executive Director of the
Company on 22 April 2024. She was appointed Chair of
the Remuneration Committee from 1 May 2024.
Skills and experience
Natalia is a global business executive with a proven track
record of leadership across medical devices, life sciences
and technology sectors with a particular focus on HR
and remuneration matters. She brings extensive US, UK
and international operational and strategic experience,
which she gained from a range of FTSE and Fortune
100 companies. Currently, Natalia is Chief Human
Resources Officer for LivaNova plc, a global medical
devices business that focuses on neuromodulation and
cardiac surgery technologies. Prior to this role Natalia was
Executive Vice President and Chief Human Resources
Officer for Convatec Group plc, a FTSE 100 global
medical technologies business, where she also led the
ESG strategy. Natalia’s executive career also includes
significant tenure across general management, sales
and marketing roles leading global customer-centric
businesses through rapid scale up, large-scale M&A and
spin-offs, and operating in complex, highly regulated
industries.
External appointments
Chief Human Resources Officer – LivaNova plc
Ian was appointed Chief Financial Officer on 1 April 2025.
Skills and experience
Ian was previously the Chief Financial Officer at Xaar plc
where he drove a financial turnaround and significant
systems and controls improvements over a period of
more than four years. He brings strong experience as a
finance leader in both listed and private businesses. His
experience spans both small, agile, international multi-site
manufacturing operations and larger companies with
best-in-class systems and processes. Ian is a fellow of the
Institute of Chartered Accountants in England and Wales
having qualified with MacIntyre Hudson in 1996.
External appointments
None
Natalia Kozmina
Independent Non-Executive Director
Ian Tichias
Chief Financial Officer
Board membership
As at 31 March 2025, the Board comprised the
Non-Executive Chair, the CEO, the CFO and two
independent Non-Executive Directors.
The Chair and each Non-Executive Director were
independent on appointment and the Board
considers the Non-Executive Directors to be
independent in accordance with the 2018 Code.
Roles and responsibilities
The Chair has primary responsibility for leading
the Board and ensuring its effectiveness. They set
the Board’s agenda and ensure, together with the
Senior Independent Non-Executive Director, that
all Directors can make an effective contribution.
The CEO has responsibility for all operational
matters and the development and implementation
of Group strategy approved by the Board.
Board and Committee changes
Natalia Kozmina was appointed as a
Non-Executive Director effective 22 April 2024.
She also joined the Audit & Risk, Nomination and
Remuneration Committees on this date. She took
over as Chair of the Remuneration Committee on
1 May 2024.
Eric Hutchinson stepped down as Chief Financial
Officer and a Director effective 31 March 2025.
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 routinely considers
actual and potential conflicts and a register is
maintained by the Company Secretary and
reviewed on an annual basis.
Committee membership key
A
Audit & Risk Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
N
R
A
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Financial statements
Additional information
Board activities
The Board meets regularly, at least seven times
each year, and there is contact between meetings
to progress the Company’s business. Senior
executives below Board level are invited to attend
meetings, as required, to present and discuss
matters relating to their business areas and
functions.
The Board aims to hold at least one Board meeting
at a manufacturing facility during the year. These
visits typically 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, one
Board meeting was held at the CTP manufacturing
site at Latrobe in Pennsylvania, US.
The Board has a formal schedule of matters
specifically reserved to it for decision, which
includes the development of corporate strategy
and the approval of annual budgets, major
capital expenditure and potential acquisitions
and disposals. Briefing papers are distributed to
Directors in advance of Board meetings. Directors
participate in a full induction process on joining
the Board and subsequently receive training
and briefings, 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
scheduled meetings of the Board and its various
Committees was as follows
1
:
Board
meetings
Audit & Risk
Committee
Nomination
Committee
Remuneration
Committee
Scheduled meetings
attended
Scheduled meetings
attended
Scheduled meetings
attended
Scheduled meetings
attended
J Oatley
8/8
5/5
5/5
F Doorenbosch
8/8
E Hutchinson
7/8
R Amey
8/8
6/6
5/5
5/5
N Kozmina
8/8
6/6
5/5
5/5
1.
As Ian Tichias joined the Board after the year end, he is not included in the table.
The full Board also meets when necessary to
discuss important ad hoc emerging issues that
require consideration between scheduled Board
meetings. In the year ended 31 March 2025, the
Board held a further ten ad hoc Board meetings at
which not all Directors were required to be present.
In addition, one ad hoc Audit & Risk Committee
meeting, one ad hoc Nomination Committee
meeting and one ad hoc Remuneration
Committee meeting were held.
At the end of each Board meeting, time is
scheduled for the Non-Executive Directors to
meet without executive management present
if they wish. In addition, the Non-Executive
Directors met once without the Chair present,
mainly to discuss the Chair’s performance
and remuneration.
Board evaluation
In accordance with Provision 21 of the 2018
Code, 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 Nomination Committee
also uses BoardClic’s tool to support its evaluation
of skills and experience on the Board.
The 2018 Code requires that the Board of a FTSE
350 company should hold an externally facilitated
evaluation at least every three years. Although not
a requirement for a company the size of Carclo, the
Board feels that holding an externally facilitated
Board evaluation provides meaningful results
and provides the Board with an identification
of its strengths and any opportunities for
improvement, as well as highlighting any training
and development needs. The Board carried out
externally facilitated evaluations in 2023 and 2024,
and considered that repeating an independent
review process with the same provider would
provide continued opportunity for comparison and
ensure objectivity within the evaluation process.
The Board therefore re-engaged BoardClic
to undertake the external Board evaluation
exercise which took place towards the end of the
financial year.
The process involved a review of a broad range of
matters by the Directors and Company Secretary
including: the assessment and monitoring of the
Company’s strategy, the monthly Board meeting
agenda and information flow, the conduct of
Board meetings and the effectiveness of the
discussion and decision making within them, 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
including the provision of external benchmarking.
The review identified a number of areas of strength
including the integrity of and quality of the
contribution from Board members, the inclusivity
of debate, and leveraging the Board’s collective
knowledge and experience.
Nonetheless, the review also identified some
areas where improvement was needed. The Board
agreed the need for further work to develop
management succession plans, to continue work
to strengthen the control environment and to
develop the risk management framework, and to
further improve Board and Committee materials.
These areas will form the basis of objectives for
improving the effectiveness of the Board in the
year ahead.
Good progress was made on the areas identified
for improvement in the prior year, including in
relation to the control environments, both financial
and commercial (see page 66 in the Audit &
Risk Committee report), and people, where the
business faces challenges in recruitment, retention
and succession (see page 27).
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Additional information
Board activities
continued
Engagement with the workforce
During the year, the Board revisited its approach
to workforce engagement. Recognising the critical
importance of the voice of the Group’s employees
as the Group continues its transformation, it chose
to appoint Natalia Kozmina as the designated
Non-Executive Director to provide Board-level
engagement opportunities for employees.
Following her appointment, Natalia participated
in “town hall” meetings and facilitated employee
engagement sessions at the manufacturing
site in Latrobe, Pennsylvania (US) and reported
back to the Board. The issues discussed at the
engagement sessions were also fed back to the
CEO. This was augmented by insights gained by
direct interaction with the wider workforce by the
Board during their Latrobe site visit.
Culture
The Board assesses and monitors culture through
reports from management and through insights
gained from direct interaction with the workforce
whenever Directors visit manufacturing sites.
Where it identifies that corrective action is
required, it sets this as a task for management to
undertake and then monitors progress through
updates and management reporting to the Board.
Accountability and audit
Internal control
The Board confirms that it has a process for
identifying, evaluating and managing the principal
material business risks faced by the Group. This
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 2025, 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 & Risk Committee reviews the
effectiveness of the Group’s internal control
system, the need for an internal auditor and, if one
is appointed, 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 identify
and manage, rather than eliminate, the risk of
failure to achieve business objectives. Although
no system of internal control can provide absolute
assurance against material misstatement or
loss, the Group’s system is designed to provide
reasonable assurance that problems are identified
on a timely basis and dealt with appropriately.
The principal features of the Group’s internal
control structures can be summarised as follows:
a) Matters reserved for the Board
The Board holds regular meetings and has a
number of matters reserved for its approval,
including major capital expenditure and dividend
policy. The Board is responsible for overall Group
strategy and for approving all Group budgets
and plans. Certain key areas are subject to
regular reporting to the Board. The Audit & 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 a code of
business conduct. These internal controls are
monitored by the Audit & Risk Committee as part
of its review of the effectiveness of the Group’s
system of internal control.
c) Financial control and reporting
There is a comprehensive Group-wide system of
planning and budgeting with frequent, appropriate
reporting of results to each level of management,
including regular 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
In the context of our programme of internal
control improvement (described on page 66)
and a developing assurance framework reflecting
the Group’s transformation, the Audit & Risk
Committee undertakes activities to monitor the
internal control environment throughout the
year. An internal control function supports the
Committee. The need for an internal audit function
is kept under regular review.
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 Board uses the Annual General Meeting
(“AGM”) to communicate with private and
institutional investors and welcomes their
participation. The Board uses the Investor Meet
Company platform to broadcast the AGM and
other key presentations online, which enables
shareholders to watch remotely, facilitating
broader engagement with the Company’s
shareholder base. Shareholders are also provided
with 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 who are present in
person, should they wish to do so. Voting is by poll
of those present in person/by proxy.
By order of the Board
Anne McArthur
Company Secretary
28 August 2025
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Additional information
Audit & Risk Committee report
Dear shareholder
I am pleased to present our Audit & Risk
Committee report for the year ended 31 March
2025. For a short period during the year, from
1 to 21 April 2024, the Committee did not have
sufficient members and so the Board fulfilled
the Committee’s responsibilities during this
time. Had a meeting been required, I would have
chaired those parts of the Board’s meetings that
addressed the Committee’s responsibilities.
References to the Committee in this report are to
the Board for the short period it was fulfilling the
Committee’s responsibilities.
The report provides an overview of the
Committee’s role and shows how our work
contributes to the success of the Group.
Annual statement by the Chair
of the Audit & Risk Committee
The 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 appropriateness and application of
accounting policies and practices;
review financial statements, taking account of
accounting policies adopted and applicable
reporting requirements;
monitor the integrity, clarity and completeness
of the financial statements (half-yearly
and annual);
advise the Board on whether the content of the
annual report and accounts give a fair, balanced
and understandable explanation of the Group’s
performance, business model and strategy
over the relevant period;
oversee the internal controls of the Group and
the effectiveness of those controls;
monitor and review the effectiveness of any
internal audit function;
oversee and review the Company’s risk
management systems and the effectiveness of
those systems;
review and challenge judgements of
management in relation to the financial
statements;
review all matters associated with the
appointment, terms, remuneration,
independence, objectivity and effectiveness of
the external auditor, including the provision of
non-audit services, and review the scope and
results of the audit;
review the Group’s systems and controls for the
prevention of bribery;
review whistleblowing arrangements;
review the Committee’s terms of reference and
carry out an annual review of the performance
of the Committee; and
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.
Composition
The Committee comprises all the Non-Executive
Directors excluding the Non-Executive Chair and
usually meets at least four times annually.
During the year, the Committee was chaired by
Rachel Amey. Rachel is a Chartered Management
Accountant and is currently Chief Operating Officer
at British Engines Limited, having previously held
a variety of senior financial positions with Smiths
Group plc, Cape plc, LSL Property Services plc and
the Newcastle upon Tyne Royal Grammar School.
As such, the Board considers that Rachel has recent
and relevant financial experience. The Board is also
satisfied that the Committee as a whole has relevant
sectoral competence as required by the 2018 Code.
Meetings
Only Committee members are entitled to attend a
meeting. However, the Non-Executive Chair, CEO
and CFO are normally invited to attend meetings.
Six scheduled meetings and one ad hoc meeting
were held during the year, two of which were
scheduled to coincide with the Board’s review and
approval of the Group’s half-year results statement
and of its full-year results announcement.
Committee effectiveness
The Committee’s effectiveness was considered
as part of the Board evaluation process, described
on page 63.
Rachel Amey
Chair of the Audit & Risk Committee
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Additional information
Audit & Risk Committee report
continued
Internal control and
risk management
The Group has an existing system of internal
controls and a risk management framework;
however, having identified certain internal control
weaknesses during the prior year, we continued
with a programme of internal control improvement.
This includes the appointment of an Internal
Control Manager and the building of a continuous
review process, at both Executive and Board level,
of all material areas including, but not limited to,
financial, operational and compliance controls.
All these activities are periodically reviewed by
the Committee and their effectiveness assessed
through oral and written reports from the internal
control function and external auditor as well
as management.
In terms of risk management, the Committee
and the Board considered the risk management
framework and identified improvements
which led to the executive team refreshing the
framework policy and improving the identification,
assessment and treatment of risk. This work
is reflected in the Group’s principal risks and
uncertainties on page 49.
The Committee maintains a focus on continually
improving both the internal control and risk
management environment.
Internal control procedures have been
strengthened to ensure segregation of duties
and implement additional internal checks and
reviews. We continue to enhance our approach
to cyber security, which is identified as a key risk;
this includes active 24/7 international monitoring
by external expert providers, penetration testing
and updating our networks. The frequency of
cyber awareness training has been increased
and enhanced.
As part of due diligence to prepare for the
refinancing which was completed in April 2025,
management identified that in its stand-alone legal
entity accounting records, Carclo plc had
continued to report a liability of £52.2m owing to a
subsidiary undertaking, CTP Finance NV, that had
been liquidated in 2020. In addition, the Company
identified the need to impair the carrying value of
investments in dormant subsidiaries and certain
receivables from Group companies in order to
correct a prior year error. The failure to record the
subsidiary undertaking liquidation is not
considered to be indicative of a wider failing of
internal controls in the Group’s risk management
and internal control framework.
Carclo plc has continued to report the £52.2m
liability at 31 March 2025 as the requirements of
IFRS 9 concerning the derecognition of the liability
have not been met. Subsequent to 31 March 2025
a project has been launched with the objective of
streamlining the Group legal entity structure,
reducing the number of dormant and non-trading
entities and mitigating the risk of future errors in
this area. The project will also address the
requirements of IFRS 9 to enable Carclo plc to
derecognise this liability.
Details of the Group’s emerging and principal risks
and uncertainties, together with the mitigating
actions, are set out on pages 49 to 55 of the
annual report and accounts.
Internal audit
The Committee reviews annually the
arrangements for internal audit. In the prior
year, reflecting the programme of internal
control improvement described above and the
developing assurance framework in response to
the Group’s transformation, the requirement for
an internal audit function was considered and,
on recommendation of the Chief Financial Officer,
it was agreed internal audit activities should be
paused in favour of investment in an internal
control function to ensure that internal controls
were firmly embedded throughout the Group.
This decision remains under review.
External audit
The Committee has responsibility for
recommending 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 Committee last conducted a tender process
in December 2019 and shareholders formally
approved Forvis Mazars LLP’s appointment at
the 2020 AGM. Gavin Barclay, who was lead
audit partner on the Carclo plc audit since the
year ended 31 March 2022, has been replaced by
Richard Metcalfe for the FY25 audit.
During the year, Forvis Mazars LLP indicated
their desire to step down as external auditor
following the conclusion of the audit for the year
for commercial reasons. The Committee therefore
initiated a tender process to appoint a new external
auditor. A number of firms were approached to
ascertain their interest in the appointment and
their independence. From these, a shortlist of
firms was identified, who were invited to submit
requests for information ahead of submission of
their formal proposal.
The Committee engaged with those eligible
firms who chose not to tender, to understand
their reasons.
The tender process involved meetings with
key stakeholders, including management and
Directors, as well as a visit to the manufacturing
site at Mitcham. Each firm submitted a formal
tender proposal and presented to a selection panel
appointed by the Audit & Risk Committee and
comprising the Committee Chair, Board members
and senior executives. The firms’ submissions
and presentations were assessed by the panel
against pre-defined criteria, covering matters
such as quality, independence, challenge and
technical competence.
Following completion of this process, the
panel reported to the Committee that the
preferred firm was HaysMac LLP and the
Committee recommended their appointment
as the new Group external auditor to the Board.
The recommendation was accepted and the
appointment of HaysMac LLP will be proposed
to shareholders at the 2025 AGM.
The Committee confirms that the recommendation
to appoint HaysMac LLP was free from influence
by a third party and no contractual term of the kind
mentioned in section 489B Companies Act 2006
will be imposed on the Company.
The Carclo plc company only audit opinion
includes a limitation of scope qualification because
Forvis Mazars LLP determined that they were
unable to obtain sufficient appropriate audit
evidence to support the existence and valuation
of the intercompany liability of £52.2m recorded
as owing by the Company to CTP Finance NV.
As the liability is an intercompany transaction that
is eliminated on consolidation, this limitation of
scope does not affect the Group audit opinion
issued by the auditors.
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Additional information
Audit & Risk Committee report
continued
External audit
continued
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.
During the year, the FRC’s Audit Quality Review
team (“AQR”) completed an inspection of Forvis
Mazars LLP’s audit of the Company’s financial
statements for the year ended 31 March 2024.
The AQR inspections of individual audits focus
on the quality of the audit work performed in the
areas selected for review, the appropriateness of
key audit judgments made and the sufficiency and
appropriateness of the audit evidence obtained.
The AQR reviews do not assess compliance
with all relevant requirements of standards and
regulations, either by using checklists or otherwise.
The AQR’s findings and observations related
mainly to the audit strategy and approach to
the US component audit, the adequacy of audit
evidence over the US component including US
revenue, and the assembly and archiving of the UK
component file. In response, Forvis Mazars LLP
put more focus on the US component FY25 audit
and moved the US audit from their New York to
Pittsburgh offices. In addition, Forvis Mazars LLP
worked to ensure that the US audit team worked
to the required standards for the Group audit and
that this was appropriately evidenced.
In terms of the assembly and archiving of the
UK component file, this was built into the audit
plan and dealt with alongside the audit work.
The Committee is satisfied that the auditor has
taken appropriate actions in response to the
findings. The Committee also noted that the
AQR expressed no concerns in relation to the
Company’s accounting or management.
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 prohibits the engagement of the external
auditor for certain non-audit services and
requires the approval of the Committee for any
permitted non-audit services. No approval shall
be given to any non-audit services prohibited
under the amendments to the Companies Act
2006 and the FRC Revised Ethical Standard 2019.
The Committee has also adopted a policy
regarding the employment of former employees
of the external auditor. 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 ended 31 March 2025, and the nature of the
non-audit services provided, appear in note 6
to the accounts. Non-audit fees totalled £46,000
(FY24: £42,000).
Significant issues related
to the financial statements
The Committee reviews accounting papers
prepared by management that provide details
of significant financial reporting issues, together
with reports from the external auditor prepared in
conjunction with the interim and full-year results,
and assesses the following, amongst other matters:
the quality and acceptability of accounting
policies and practices;
the clarity of the disclosures and compliance
with financial reporting standards and
relevant financial and governance reporting
requirements;
material areas in which significant judgements
or estimates have been applied or there has
been discussion with the external auditor;
whether the annual report, taken as a whole, is
fair, balanced and understandable and provides
the information necessary for shareholders to
assess the Company’s performance, business
model and strategy; and
any correspondence from regulators in relation
to our financial reporting.
These matters are also discussed with the external
auditor together with any other matters that
the auditor brings to the Committee’s attention
which, in the year to 31 March 2025, included the
impact of changes in accounting standards and
other financial reporting disclosures, impairment,
goodwill, going concern and reviewing the
appropriateness of accounting policies.
As part of the Committee’s oversight of financial
reporting, we reviewed how management had
considered a letter received during the year from
the Financial Reporting Council (“FRC”) regarding
its Corporate Reporting Review of the Carclo plc
annual report and accounts for the year ended
31 March 2024. In particular, the FRC challenged
whether the conditions regarding offset of financial
assets and liabilities had been met in respect of the
period-end overdraft of £4.5m, which was netted
within cash and cash deposits in the 31 March
2024 Group balance sheet. Having considered
the point on right of offset raised by the FRC, we
agree with management’s conclusion to re-present
the prior year comparatives for FY24 showing
cash and overdrafts on a gross basis, as this more
appropriately meets the requirements of IAS 32.
See note 1ii) Basis of preparation: prior year
restatement for further information. Other
observations made by the FRC in their letter have
also been considered in preparing this annual
report and accounts. The FRC’s review does not
provide assurance that the FY24 annual report and
accounts was correct in all material respects.
In addition, the Committee supports the Board
in completing its assessment of the adoption of
the going concern basis of preparing the financial
statements. The Directors prepare a Viability
Statement concerning the prospects of the
Company, as required by the 2018 Code. During
the financial year, the Committee reviewed the
approach taken by the Directors in preparing
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
financial year is included on pages 56 and 57.
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Additional information
Audit & Risk Committee report
continued
Significant issues related to the
financial statements
continued
The significant judgements considered by the
Committee where there was potential risk of
material misstatement were:
IAS 19 pensions liability.
The Company
has a defined benefit pension scheme with
liabilities of £133.1m and assets of £81.4m as
at 31 March 2025, resulting in a net retirement
benefit obligation of £51.7m. These numbers
are sensitive to the main assumptions used to
calculate the deficit or surplus on the scheme
and the Committee seeks confirmation that
these assumptions are appropriate;
Carrying value of goodwill.
The balance
of goodwill on the Group balance sheet as at
31 March 2025 is £21.7m. The Committee seeks
to gain assurance through 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;
Asset impairment.
Where there has been
an “indicator” of impairment, the Committee
seeks to gain assurance through the work
undertaken by Group management when
determining the level of impairment and
estimates therein;
Revenue recognition.
The Committee has
supported management’s methodology and
application of revenue recognition applying
IFRS 15 guidelines across its portfolio of
contracts;
Parent company investment carrying
values.
Investments in subsidiary undertakings
total £23.6m in the Company balance sheet.
The Committee seeks to gain assurance
through 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;
The Company has recognised an impairment
charge of £54.0m against the carrying
value of its direct investment in non-trading
dormant undertakings and £5.5m against the
carrying value of certain dormant company
intercompany receivables. The impairment
has been recorded as a prior year adjustment
to correct an accounting error relating to
the application of IAS 36 (investments) and
IFRS 9 (receivables). Details of the prior year
adjustment are provided in note 32, which sets
out the Company only basis of preparation.
The legal entity streamlining project, launched
after 31 March 2025, is expected to address
specific requirements of IFRS 9 concerning
the derecognition of offsetting intercompany
liabilities that will, in future periods, result in a
profit to the Company profit and loss account
in excess of the £59.5m impairment charge
recorded by the Company.
Going concern.
The 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;
Non-underlying items.
Certain items
during the period have been presented as
non-underlying 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 non-underlying items; and
Lease accountings.
Judgement has been
applied by management when determining the
level of expected certainty that a break option
within a lease will, or will not, be exercised and
when determining the imputed interest rate
in the calculation of lease liability at inception.
The Committee seeks to gain assurance from
management’s review and agrees with the
judgement applied.
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.
Deferred tax assets are only recognised to the
extent that it is considered there are sufficient
taxable profits against which to offset future
tax deductions. No deferred tax assets have
been recognised in the UK entities due to
insufficient future profitability in the short term.
The Committee agreed with this approach;
Effective interest rate.
Judgement has
been applied by management to determine
that interest payable on borrowings using
an approximation of the effective interest
rate was not materially different from that if
the effective interest rate had been applied.
This view is supported by the Committee; and
Dilapidation provisions.
The Committee
supports the level of provisions for dilapidations
determined appropriate by management,
which was supported by external advice where
necessary. In the current year a dilapidation
provision for £0.9m was recognised on a UK
property, which has been accounted for as a
prior year adjustment to correct an accounting
error, as set out in note 1ii).
The Committee considered whether the FY25
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 Committee is satisfied
that, taken as a whole, the annual report is fair,
balanced and understandable.
Rachel Amey
Chair of the Audit & Risk Committee
28 August 2025
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Additional information
Nomination Committee report
Dear shareholder
I am pleased to present our Nomination
Committee report for the year ended
31 March 2025. The report provides an overview
of the Committee’s role and shows how our work
contributes to the success of the Group.
Composition
The Committee comprises all of the
Non-Executive Directors. It is chaired by the
Non-Executive Chair, Joe Oatley.
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 for the Board and it
provides oversight and guidance to the executive
for succession planning for senior management
positions. The Committee is also responsible
for identifying and recommending appropriate
candidates for membership of the Board when
vacancies arise. The Committee has applied the
2018 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 also reviews the time required
from each Non-Executive Director and any
other significant commitments they may have.
The FY25 review found the Non-Executives’
time commitments to be sufficient to discharge
their responsibilities effectively. Based on
recommendations from the Committee, Directors
submit themselves for election at the AGM
following their appointment and thereafter
annually for re-election in accordance with good
governance.
Nomination Committee
activities in FY25
The Committee had five scheduled meetings
and one ad hoc meeting during the year. The key
deliverables of the Committee, some of which are
discussed further below, were:
review of the skills, knowledge and composition
of the Board;
recruitment of a new CFO;
oversight of the external Board evaluation
process, including evaluation of the
Committee’s performance;
a review of the Committee’s terms of reference;
Board succession planning; and
review of the Nomination Committee report for
inclusion in the annual report and accounts.
Board skills, composition and
succession planning
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 Committee
has kept under review the composition of the
Board, including considering 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;
the composition of each Board Committee is
appropriate in terms of skills, experience and
applicable governance requirements;
the skills and experience which may be lost
when a Non-Executive Director retires from
the Board; and
the Non-Executive Directors are able to
commit sufficient time to the Company to
discharge their responsibilities effectively.
Natalia Kozmina joined the Board on 22 April 2024,
following a recruitment process for a new
Non-Executive Director conducted in the prior
year. Details of the process followed can be found
in the Company’s annual report and accounts for
the year ended 31 March 2024.
Following Eric Hutchinson’s indication that
he intended to retire in 2025, the Committee
supported the appointment of Ian Tichias as CFO
with effect from 1 April 2025. More detail on the
process followed is provided below.
All the Directors have many years of experience,
gained from a broad range of organisations.
They collectively bring a range of expertise and
knowledge of different business sectors to Board
deliberations, which encourages constructive,
challenging and innovative discussions.
Selection of new
Directors – process
The Committee follows a formal process for the
recruitment of new Directors, both Executive and
Non-Executive. When considering candidates
for appointment as Directors of the Company,
the Committee, in conjunction with the Board,
drafts a detailed job specification and candidate
profile. In drafting this, consideration is given to
the existing skills, 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 then works with
an appropriate external search and selection
agency to identify candidates of the appropriate
calibre. An initial candidate shortlist is agreed
with the selected agency.
Joe Oatley
Chair of the Nomination Committee
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Financial statements
Additional information
Nomination Committee report
continued
Selection of new
Directors – process
continued
The agency is required to work to a specification
that includes the strong desirability of producing
a full list of candidates who meet the essential
criteria, whilst reflecting the benefits of diversity.
Appointment of new CFO
Eric Hutchinson’s stated intention to retire as CFO
in 2025 triggered a recruitment process during
the year for a new CFO. Following the submission
of proposals from a number of external search
consultancies, the Committee selected and
engaged Korn Ferry to support the process.
A role specification was drawn up by the
Committee. Korn Ferry was then tasked to identify
potential candidates with the skills and experience
sought while also having in mind the diversity
of the Board. From the initial list of potential
candidates, shortlists were identified for interview.
Preferred candidates were met first by the Chair of
the Board and CFO, and then the other members
of the Board before an offer was made.
Korn Ferry is signed up to the UK Government
Standard Voluntary Code of Conduct for
Executive Search Firms in line with the Board
Diversity Policy. Korn Ferry has no other
connection with the Company, the Board or any
individual Director beyond that ordinarily expected
through recruitment processes.
Ian Tichias joined the Board as CFO after the year
end, on 1 April 2025.
Appointment of new
Non-Executive Director
We previously identified through our ongoing
succession planning that it would be desirable to
appoint and onboard an additional Non-Executive
Director and we advised in the Company’s annual
report and accounts for the prior year that we
intended to take this forward. The decision
was taken in the year to postpone this until the
refinancing was completed and this process will
commence in the second half of 2025.
Induction of new Directors
All new Directors go through a tailored induction
process. Following appointment, each Director
receives a formal induction, linked to their
individual experience and role on the Board, to
familiarise them with their duties and our business
operations, risk and governance arrangements.
The induction programme, which is co-ordinated
by the Company Secretarial team, may include
briefings on regulatory matters, our strategy
and business model, our history, as well as
meetings with senior management in key areas
of the business. These are supplemented by
induction materials such as recent Board papers
and minutes, governance matters, and relevant
policies.
Newly appointed Directors may also meet the
Company’s external auditor, brokers and advisors.
It is usual, as part of a Director’s induction, for
comprehensive site visits to be undertaken.
Board and Committee evaluation
The Board recognises that it needs to 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 Committee oversaw a review of the
Board’s performance, the details and conclusions
of which are described on page 63.
The process included a review of the performance
of the Non-Executive Chair and other
Non-Executive Directors. The Senior Independent
Director reviewed and considered those parts
of the Board evaluation associated with the
Chair’s performance.
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 2018
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.
The Committee is 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 of each Director is recommended
by the Board. Further information on 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
pages 81 and 82.
Diversity
The Board recognises the importance of diversity
in its broadest sense as an important element in
maintaining both the effectiveness of the Board
and its Committees and a competitive advantage.
Diversity of skills, background, knowledge and
experience, alongside other characteristics, will
be taken into consideration when seeking to
make new appointments to the Board and its
Committees. Other characteristics that may be
considered include, for example, age, gender,
ethnicity, religion, sexual orientation, disability or
educational, professional and socio-economic
backgrounds.
All appointments will be made on merit, taking into
account suitability for the role, composition and
balance of the Board and its Committees to ensure
that the Company has the appropriate mix of
skills, experience, independence and knowledge.
The Board will always consider suitably qualified
applicants from as wide a range as possible, with
no restrictions on age, gender, ethnicity, religion,
sexual orientation, disability or educational,
professional and socio-economic backgrounds but
whose competencies and knowledge will enhance
the Board.
The link between diversity and performance
will always be proactively considered when
taking decisions regarding appointments and
in succession planning.
The approach to diversity demonstrated by
the Board in relation to Board and Committee
appointments applies equally to the
wider workforce.
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Additional information
Nomination Committee report
continued
Diversity
continued
The Nomination Committee and the Board carefully considered the diversity-related reporting
requirements set out in the Listing Rules and recommended by the FTSE Women Leaders Review. In
relation to the Listing Rules targets set out under LR 6.6.6R (9), the position for the Company as at
31 March 2025 was as follows:
Target
Met?
Company position
At least 40% of the individuals on the Board are women
Yes
40%
At least one of the following senior positions on the Board is held
by a woman:
Chair
Chief Executive Officer
Senior Independent Director
Chief Financial Officer
Yes
Senior Independent Director
At least one individual on the Board is from a minority ethnic
background
No
0
Following the retirement of Eric Hutchinson and the appointment of Ian Tichias, the position as at the date
of this report remains unchanged.
While the Directors are committed to a diverse
organisation, which includes the Board, we will
continue to appoint on merit, based on the skills
and experience required, while considering all
forms of diversity, as well as independence.
The lack of an individual from a minority ethnic
background was taken into account during the
recruitment processes undertaken during the year
and the prior year but no suitable candidates from
a minority ethnic background were identified. It
continues to be a focus when new appointments
are made to the Board and we ask that search firms
present a diverse pool of candidates throughout
the search process.
Board, management and employee gender representation (as at 31 March 2025)
1
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (CEO,
CFO, SID and Chair)
Number in
executive
management
2
Percentage
of executive
management
Number in
senior
management
3
Percentage
of senior
management
Number of
employees
Percentage of
employees
Men
2
40
2
5
62.5
6
60
685
72
Women
2
40
1
3
37.5
3
30
273
28
Other categories
Not specified/prefer not to say
1
20
1
1
10
1.
Gender data is collected from the Board and the Executive Committee through annual declaration forms. Gender data for employees is collected through the Group’s payroll system.
2. Executive management comprises members of the Executive Committee but does not include the CEO or CFO, as they are included as Board members.
3. Senior management comprises members of the Executive Committee including the CEO and CFO.
Committee priorities for FY26
Looking to the year ahead, the Committee will:
continue to oversee the annual Board evaluation
process;
place further focus on succession planning,
particularly in relation to diversity;
look to appoint and onboard a new
Non-Executive Director; and
start the search process for a new Chair with a
view to appointment by July 2027.
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Additional information
Nomination Committee report
continued
Ethnicity representation (as at 31 March 2025)
1
Number of
Board members
Percentage of
the Board
Number of senior
positions on the
Board (CEO,
CFO, SID and Chair)
Number in
executive
management
2
Percentage
of executive
management
White British or other
White (including
minority-white groups)
2
40
1
6
75
Mixed/multiple ethnic
groups
Asian/Asian British
2
25
Black/African/
Caribbean/Black British
Other ethnic group,
including Arab
Not specified/prefer not
to say
3
60
3
1.
Ethnicity data is collected from the Board and the Executive Committee through annual declaration forms.
2. Executive management relates to members of the Executive Committee but does not include the CEO or CFO,
as they are included as Board members.
Joe Oatley
Chair of the Nomination Committee
28 August 2025
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Additional information
Directors’ remuneration report
Annual Statement
Dear shareholder
I am pleased to present the Directors’
remuneration report (the “Report”) for
the year ended 31 March 2025.
The Report has three sections:
the Annual Statement, which summarises and
explains the major decisions and changes in
respect of Directors’ remuneration;
the Directors’ Remuneration Policy (the
“Policy”), which will be submitted for
shareholder approval at the 2025 AGM in order
to accommodate potential future changes to
the maximum annual bonus opportunity for
Executive Directors other than the CEO and to
adopt a Deferred Bonus Plan (“DBP”) to allow
deferred bonus to be paid in cash or Company
shares and to allow dividends to accrue on such
payments; 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 2025 and how the Policy will be
operated for the year to 31 March 2026.
Composition
The Committee comprises all of the
Non-Executive Directors. Each of the current
serving Non-Executive Directors was a member
of the Committee when Directors’ remuneration
was considered.
Leadership changes
The Committee supported the work associated
with the planned changes in Group leadership,
in particular Eric Hutchinson stepping down as
Chief Financial Officer at the year end and the
appointment of Ian Tichias in his place from
1 April 2025.
The remuneration package for Ian Tichias
approved by the Remuneration Committee
is consistent with the Policy and broadly
comparable to the package previously awarded
to Eric Hutchinson and the salary benchmarking
undertaken by Ellason LLP on the instruction of
the Remuneration Committee.
FY25 – performance and pay
Remuneration alignment to strategy
The remuneration framework implemented by
the Remuneration Committee is aligned to Group
strategy and aims to reward Carclo’s executives
based on performance, including the value created
for the Group’s shareholders.
Salary
An internal review concluded that basic salary
for Executive Directors would not be increased
during FY25.
Annual bonus
Frank Doorenbosch and Eric Hutchinson
participated in the FY25 annual bonus scheme
which was based primarily on Group underlying
EBIT performance. Performance for the financial
year resulted in a total bonus pool of £1.7m to be
split between all short-term incentive scheme
(“STI”) participants, with no formulaic reductions
applied in respect of secondary metrics. Both
Frank Doorenbosch and Eric Hutchinson
received an annual bonus amounting to 99.2%
of their maximum bonus opportunities for the
year (equivalent to 99.2% and 74.4% of salary
respectively). The Committee satisfied itself
that these outcomes were a fair reflection of the
Group’s overall performance for the year and,
accordingly, did not apply any discretion to these
outcomes. Further details are set out on pages
86 to 87.
Long-Term Incentive Plan (“LTIP”)
As explained in prior years, the current LTIP
scheme, the Carclo plc Performance Share Plan
2017 (“PSP”), was reviewed in 2021 and it was
determined that it continued to meet the current
needs of the Company.
The PSP is designed to reward delivery of the
Company’s strategy and long-term goals, and
to help align the interests of executives and
shareholders. Specifically, awards granted in
FY24 to the Executive Directors and other senior
management are intended to motivate and
reward the leadership team for the execution
of a successful turnaround for the Group.
These awards were intended to cover a three-year
period and, accordingly, no awards were made
in FY25.
Operation of the Remuneration Policy
The Remuneration Policy operated as intended,
reflecting Company performance with appropriate
remuneration outcomes.
Natalia Kozmina
Chair of the Remuneration Committee
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Additional information
Directors’ remuneration report
continued
Implementation of the
Remuneration Policy for FY26
The current Policy was approved by a significant
majority of shareholders at the 2024 AGM.
The Committee is resubmitting the Policy for
shareholder approval at the 2025 AGM to facilitate
possible future increases to the CFO’s maximum
annual bonus opportunity from 75% of salary
up to 100% of salary. This change is intended to
provide flexibility to align the Carclo annual bonus
opportunity of both Executive Directors and is
within the absolute maximum available under the
current Policy. For FY26, the CFO’s maximum
annual bonus opportunity will, however, remain
at 75% of salary. The Policy will also be updated
to reflect the proposed adoption of a Deferred
Bonus Plan (“DBP”), which will provide flexibility to
pay the deferred element of a bonus in cash or in
Company shares and to pay dividend equivalents
on DBP awards. In both cases, as the changes
are minor, the Committee did not undertake any
specific engagement with shareholders. The DBP
will be submitted for shareholder approval at the
2025 AGM.
The following is the proposed implementation of
the Policy for FY26:
there will be an increase in base salary for
the CEO from £370,000 to £400,000.
The increase reflects benchmarking
undertaken by Ellason LLP on the instructions
of the Committee and the fact that there
was no increase in base salary last year.
The increase is in line with the increases to the
wider workforce over the last two years;
there will be an increase in the base fees for
the Non-Executive Directors from £38,000
to £50,000. The increase is in line with
benchmarking undertaken by Ellason LLP
on the instructions of the Committee and
reflects the time commitment required of the
Non-Executive Directors and the complexity of
the role. There will be no change to the Senior
Independent Director (“SID”) or Committee
Chair fees;
there will be an increase in the fees for the
Chair of the Board from £90,000 to £135,000.
The increase is in line with benchmarking
undertaken by Ellason LLP on the instructions
of the Committee and also reflects the
time commitment required of the Chair,
the complexity of the role and the fact that
there has been no increase in fees since the
Chair’s appointment on 6 November 2022.
In addition, the Committee was mindful that
it will be necessary to commence the search
for the Chair’s successor within the next year
and determined an increase in fees with that
in mind;
the maximum annual bonus for the CEO will be
100% of salary and for the CFO will be 75% of
salary. For FY26 the annual bonus will continue
to be based on demanding financial targets
and will be subject to formulaic reductions
based on in-year safety and cash conversion
performance; and
there will not be any LTIP awards granted to
Executive Directors under the PSP, except to
Ian Tichias. As a new key hire, to incentivise
performance and align his interests with those
of his fellow management, Ian Tichias will
be granted a FY26 LTIP award of 750,000
shares which will vest subject to performance
conditions based on three-year absolute TSR
and FY28 EPS. Incorporating this anticipated
award, and taking into account the treatment of
Eric Hutchinson’s outstanding award as a result
of his departure, this equates to an effective
annual dilution of around 4.3%. The total award
level respects dilution limits, and the individual
award levels are considered to be motivational
across the relevant three-year vesting periods
given the potential value at the maximum
vesting level.
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 with shareholder interests
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 important, however, is the clear link between
executive remuneration and the performance of
the business as a whole. The Committee seeks
to ensure the executive remuneration “mix” is in
line with the 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.
Natalia Kozmina
Chair of the Remuneration Committee
28 August 2025
Compliance statement
This Report has been prepared in accordance
with the requirements of the Companies Act
2006 (as amended), the Large and Medium-sized
Companies and Groups (Accounts and Reports)
Regulations 2008 (as amended), the UK Listing
Authority Listing Rules and applies the principles
set out in the 2018 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 FY25; 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 Policy or otherwise
approved by ordinary resolution of the Company’s
shareholders.
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Financial statements
Additional information
Directors’ remuneration report
continued
Directors’ Remuneration Policy
The Remuneration Policy for Directors is detailed below and is subject to approval by shareholders at the 2025 AGM on 26 September 2025. The only change to the prior Policy, which was approved at the 2024 AGM, is
to simplify the maximum annual bonus opportunity to be up to 100% of salary for all Executive Directors.
In developing the Policy, the Committee kept in mind the requirements of the UK Corporate Governance Code 2018 for clarity, simplicity, risk, predictability, proportionality and alignment to culture.
2025 Policy table
Element of remuneration
Summary
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 attract and retain Executive Directors of suitable calibre to deliver business performance.
Reflects individual skills and experience and role.
Operation
Reviewed annually by the Committee, normally effective 1 April.
The review is informed by individual experience and performance, Company performance, wider pay levels and salary increases across the Group, and relevant pay data for similar roles at
companies with similar characteristics and at sector comparators.
Maximum
No prescribed maximum annual increase, but will normally be no higher than the general increase for the wider workforce.
In exceptional circumstances, the Committee may decide to award a higher increase for Executive Directors, for example, an increase in the scale, scope or responsibility of the role, development
of the individual within the role, to take account of relevant market movements, and/or on the appointment of new Executive Directors.
Performance targets
N/A
Other benefits
Purpose and link to strategy
Provides market-competitive benefits as part of the overall remuneration package, supporting the attraction and retention of Executive Directors of suitable calibre to deliver business
performance.
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 on a market-related basis.
May include car allowance, life insurance, private medical insurance and permanent disability insurance. Other benefits may be provided where appropriate, for example, in line with local market
practice where an Executive Director is outside the UK.
Maximum
Benefits may vary by role and individual circumstance and are reviewed periodically. Benefits are not anticipated to exceed 10% of salary 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
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Element of remuneration
Summary
Pension
Purpose and link to strategy
Provides market-competitive post-retirement benefits.
Operation
Executive Directors may receive a contribution to an HMRC-approved personal pension arrangement or a payment in lieu of pension contributions.
Maximum
Executive Directors may receive a maximum employer contribution to pension in line with that offered to the UK general workforce.
Performance targets
N/A
Bonus
Purpose and link to strategy
Incentivises annual delivery of short-term financial and strategic business goals and business strategy.
Maximum bonus is payable only for achieving demanding targets.
Operation
Performance measures, targets and weightings are set for the financial year. Payments are calculated based on an assessment of performance against those targets by the Committee.
At least 33% of any bonus earned will be deferred for two years. Where bonus deferral is in the form of Company shares (under the Deferred Bonus Plan (“DBP”)), the Committee has flexibility to
allow dividends to accrue on such shares and for these amounts to be paid at the time the shares are released to the Executive Director.
Not pensionable.
Clawback and malus provisions apply. Details of when these may be applied are set out in the notes below.
Maximum
100% of salary.
Performance targets
Performance is assessed on an annual basis against relevant financial and, where relevant, personal or strategic objectives. The Committee sets the performance measures and weightings each
year according to strategic priorities, although the weighting on financial measures will be at least 75%.
Any bonus for personal or strategic performance is payable only if, in the opinion of the 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 conditions over the performance period. However, such discretion may be
used only 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.
The Committee also has discretion to adjust (including to nil) the formulaic outcome where it considers that:
the outcome does not reflect the underlying financial or non-financial performance of the participant or the Group over the relevant period;
the outcome is not appropriate in the context of circumstances that were unexpected or unforeseen at the award date;
there exists any other reason why an adjustment is appropriate; and/or
it is appropriate to do so, taking into account a range of factors, including the management of risk and good governance and, in all cases, the experience of shareholders.
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Element of remuneration
Summary
Long-Term Incentive Plan (“LTIP”)
Purpose and link to strategy
Incentivises delivery of longer-term financial and strategic objectives.
To reward and retain successful leadership, reward delivery of the Company strategy and long-term goals, and to align executive and shareholder interests.
Operation
Nil cost options or conditional awards usually granted annually, which normally vest after three years subject to continued service and performance targets. The Committee sets performance
targets for each performance cycle that it considers to be appropriately stretching.
Awards made to Executive Directors will be subject to a “holding period”, which prohibits them from selling the 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) for five years following the date of grant.
Clawback and malus provisions apply. Details of when these may be applied are set out in the notes below.
Maximum
100% of salary normal limit.
200% of salary exceptional limit – e.g. recruitment, “buyout” awards.
Performance targets
Performance is measured over three years. The Committee sets the performance measures and weightings for each grant to ensure they are linked to the delivery of Company strategy.
The Committee has discretion to adjust the performance conditions to ensure that payments accurately reflect business conditions 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.
The Committee also has discretion to adjust (including to nil) the formulaic outcome where it considers that:
the outcome does not reflect the underlying financial or non-financial performance of the participant or the Group over the relevant period;
the outcome is not appropriate in the context of circumstances that were unexpected or unforeseen at the award date;
there exists any other reason why an adjustment is appropriate; and/or
it is appropriate to do so, taking into account a range of factors, including the management of risk and good governance and, in all cases, the experience of shareholders.
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Element of remuneration
Summary
Share ownership guidelines
Purpose and link to strategy
To align the interests of executives with those of 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.
The Committee will monitor progress against this requirement on an annual basis.
A reasonable time limit to achieve the required shareholding is normally considered to be five years from appointment as an Executive Director (subject to the Committee’s discretion where
personal circumstances dictate).
Until such time as the shareholding guideline is met, Executive Directors will usually be required to retain:
50% of any shares received (post-tax deductions) by them following the vesting of any equity-settled incentive for the first five years of their appointment; and
75% of any shares received (post-tax deductions) by them following the vesting of any equity-settled incentive thereafter.
Departing Executive Directors are required to hold shares received following vesting of any share-based incentive award up to 100% of salary, or their actual shareholding so arising if lower, for two
years after leaving.
Performance targets
N/A
Non-Executive Directors’ fees and expenses
Purpose and link to strategy
To attract individuals with the required range of skills and experience.
Reflects time commitments and responsibilities of each role.
Reflects market-competitive fees.
Operation
Non-Executive Directors receive a basic fee for their respective roles. Additional fees are paid to Non-Executive Directors for chairing the Audit & Risk Committee and Remuneration Committee,
as well as for performing the role of Senior Independent Director.
Reviewed annually by the Board, normally effective 1 April. The review is informed by the required time commitment and responsibilities, and relevant fee data for sector comparators and
FTSE-listed companies of similar size and complexity. Additional fees may be paid on an exceptional basis if the time commitment in any one year is significantly in excess of that normally expected.
All fees are paid in cash.
Non-Executive Directors are reimbursed for reasonable expenses, for example, travel and accommodation for business purposes. Any tax arising on those expenses is settled directly by the
Company. To the extent that these are deemed taxable benefits, they will be included in the Annual Report on Remuneration, as required.
Maximum
No prescribed maximum annual increase, but it is expected that fee increases will normally be no higher than general salary increase 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.
The Company’s articles of association stipulate the maximum amount that may be paid in fees to Directors, specifically excluding any salary, remuneration or other amount payable pursuant to
other provisions within the articles of association.
Performance targets
N/A
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Notes to the Policy table
Performance measurement selection
For the annual bonus, performance measures are
chosen to link performance to strategy and the
business plan. Targets for the annual bonus are
typically set with reference to Carclo’s near-term
strategy and internal budget, as well as taking
into account relevant external reference points
(e.g. broker consensus, market outlook). This
approach aims to ensure that the target range set
is appropriately challenging, without encouraging
excessive risk-taking.
Performance conditions for the LTIP are selected
by the Committee to reward the delivery of
long-term returns to shareholders and the Group’s
financial growth and be consistent with the
Company’s objective of delivering superior levels
of long-term value to shareholders. Target-setting
for the LTIP follows a similar approach to that used
for the annual bonus, as detailed above.
The LTIP is operated in accordance with the
rules of the plan, the Listing Rules, company
law and relevant tax legislation. The Committee
retains discretion over certain areas relating to
the operation and administration of the LTIP,
consistent with market practice.
Remuneration policy for other
employees
The following differences exist between the Policy
for the remuneration of Executive Directors as set
out above and the approach to the payment of
employees generally:
i.
benefits offered to other employees generally
comprise provision of healthcare and company
car benefits only where required for the role or
to meet market norms;
ii.
a lower level of maximum annual bonus
opportunity generally applies to employees
below Board level;
iii.
participation in the LTIP is limited to the
Executive Directors and certain selected senior
managers; and
iv. only Executive Directors, and not other
employees, are expected to build and maintain
a sizeable share-ownership position.
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.
Policy for the Non-Executive
Directors
The Board determines the Policy and level of fees
for the Non-Executive Directors, within the limits
set out in the articles of association. No individual
is allowed to participate in discussions relating to
their own remuneration.
The Policy table summarises the key components
of remuneration for the Non-Executive Directors.
Non-Executive Directors do not participate in
variable pay arrangements or receive any pension
provision. They are not subject to any share
ownership guideline.
Legacy payments
The Committee reserves the right to make any
remuneration payments and payments for loss
of office (including exercising any discretions
available to it in connection with such payments)
notwithstanding that they are not in line with the
Policy set out above, where the terms of the
payment were agreed (i) before the Policy set out
above came into effect, provided that the terms of
the payment were consistent with the Policy in force
at the time they were agreed, or (ii) at a time when
the relevant individual was not a Director of the
Company and, in the opinion of the Committee, the
payment was not in consideration for the individual
becoming a Director of the Company.
For these purposes, “payments” includes
the Committee satisfying awards of variable
remuneration and, in relation to an award over
shares, the terms of the payment are “agreed”
at the time the award is granted.
Chief Executive Officer
Maximum with share
price appreciation
51%
49%
£810,701
Maximum
51%
49%
£810,701
On target
67%
33%
£610,701
Minimum
100%
£410,701
Chief Financial Officer
Maximum with share
price appreciation
29%
20%
51%
£1,052,550
Maximum
35%
24%
41%
£874,800
On target
61%
22%
17%
£510,175
Minimum
100%
£309,300
Key
Base salary, benefits and pension
Bonus
LTIP
Pay scenario charts
The graphs below provide estimates of the potential future reward opportunity for the two Executive
Director positions for FY26, and the potential split between different elements of remuneration under
four different scenarios: “Minimum”, “On target”, “Maximum” and “Maximum with share price increase”
performance.
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continued
Pay scenario charts
continued
Assumptions underlying each element of pay are provided in the table below.
Minimum
Fixed pay comprising base salary, benefits and pension
Base salary is the current base salary effective 1 April 2025
Benefits are the current benefits projected for the financial year ahead
No annual bonus and no vesting of the LTIP
On target
Based on remuneration if performance is in line with expectations
As for minimum, plus:
Annual bonus – 50% of base salary for the CEO and 40% of base salary for the CFO
No LTIP award to be granted to the CEO in FY26, as explained in the Annual Statement from the Chair of the Remuneration Committee, so no value is included for
LTIP awards
LTIP award granted to the CFO assumes threshold PSP vesting (25% for TSR, 25% for EPS)
The Remuneration Committee has agreed in principle to award 750,000 shares to Ian Tichias under the terms of the LTIP. The face value of this award will not be known until
the date of grant, which will be within 42 days of the announcement of the FY25 results. For the purposes of this graph, a share price of 47.4 pence has been used to calculate
the full face value of the award, being the mid-market closing price on 31 July 2025. The value of the LTIP is then adjusted for performance as stated above
The projected value of the LTIP excludes the impact of share price growth and dividend accrual
Maximum
Based on maximum remuneration receivable
As for minimum, plus:
Annual bonus – 100% of base salary for the CEO and 75% of base salary for the CFO
No LTIP award to be granted to the CEO in FY26, as explained in the Annual Statement from the Chair of the Remuneration Committee, so no value is included for
LTIP awards
LTIP award granted to the CFO assumes PSP vesting (100% for TSR, 100% for EPS)
The projected value of the LTIP excludes the impact of share price growth and dividend accrual
Maximum with share price
increase
Based on maximum remuneration receivable including the impact of share price growth
As for maximum, but including share price appreciation of 50% during the performance period of the LTIP, although as no LTIP award is to be granted to the CEO in FY26,
as explained in the Annual Statement from the Chair of the Remuneration Committee, no value is included for LTIP awards for the CEO
FY26 fixed pay
Base salary
£000
Benefits
£000
Pension
£000
Total fixed
£000
F Doorenbosch
400
11
1
411
I Tichias
280
12
17
309
1.
Based on the figure from FY25.
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Approach to remuneration on
recruitment
The remuneration package for any new permanent
Executive Director would be set in accordance with
the terms of the Company’s prevailing approved
Policy at the time of appointment and would
reflect the experience of the individual.
In addition to normal remuneration elements,
the Committee may offer additional cash and/or
share-based remuneration when it considers these
to be in the best interests of the Company (and
therefore shareholders).
This will usually be to take account of remuneration
relinquished by a new Executive Director as a result
of them leaving their former employer (“buyout”
awards).
In making any “buyout” award, the Committee
would take account of, where possible, the
nature, time horizons and performance
conditions (including the likelihood of those
conditions being met) of the forfeited awards.
Any “buyout” award will typically be made under
the prevailing annual bonus and LTIP scheme at
the time of appointment, although in exceptional
circumstances the Committee may exercise the
discretion available under Listing Rule 9.3.2R to
make awards using a different structure.
Any “buyout” award would usually have a fair value
no higher than the awards forfeited. Shareholders
will be informed of any such payments at the time
of appointment.
The Committee will adopt a consistent approach,
as detailed above, for both internal and external
Executive Director appointments. Any variable pay
element awarded in respect of a prior internal role
will usually be allowed to pay out according to its
original terms, without amendment.
Where a promoted individual has contractual
commitments made prior to their promotion to
Executive Director, 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:
Term
Summary
Notice period
From the Company: six months.
From the Executive Director: six months.
Termination payments
Pay in lieu of notice subject to normal tax and other statutory deductions.
No notice or payment in lieu of notice where the Company terminates for cause.
Any payment may be paid in one lump sum or in instalments. If paid in instalments, an Executive Director is required to mitigate their losses and any payments in lieu of notice may be
reduced, potentially to zero, by any income received through such mitigation.
Remuneration and benefits
Operation of the annual bonus scheme and LTIP is at the Company’s discretion and is non-contractual.
Expenses
Reimbursement of expenses reasonably incurred in the proper performance of their duties.
Holiday entitlement
Chief Executive Officer: 25 working days plus public holidays.
Chief Financial Officer: 26 working days plus public holidays.
Private medical insurance
Private medical insurance cover is at the Company’s discretion and is non-contractual.
Other benefits
Other benefits may include car allowance, life insurance, private medical insurance and permanent disability insurance, all of which are non-contractual.
Executive Directors are eligible for other paid leave including adoption leave, maternity/paternity leave (as applicable), parental leave shared parental leave and bereavement leave in
accordance with the Company’s then current policies.
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Term
Summary
Sickness
Payment for any period of sickness is at the Company’s discretion and subject to set-off in respect of any statutory sick pay/social security sickness benefit or other benefits to which
the Executive Director may be entitled.
Restrictive covenants
Chief Executive Officer: six months.
Chief Financial Officer:
six months in relation to the Group’s business; and
twelve months in relation to the Group’s customers, key employees and products.
Effective date of contract
Chief Executive Officer: Frank Doorenbosch, 6 October 2022.
Chief Financial Officer: Ian Tichias, 1 April 2025.
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, which are effective for a period of three years. Non-Executive Directors are subject to annual re-election at the AGM.
The principal terms of the Non-Executive Directors’ letters of appointment are as follows:
Term
Summary
Termination
At the end of their latest term of office unless (i) terminated earlier by and at the discretion of either party or (ii) not re-elected by shareholders at an AGM during their term of office.
Fees
As set out in the Annual Report on Remuneration on page 88.
Expenses
Reimbursement of expenses reasonably incurred in the proper performance of their duties.
Time commitment
Each Non-Executive Director must be able to devote sufficient time to the role to fulfil their duties.
Directors’ letters of appointment and the unexpired period of their appointments (where appropriate after extension by re-election) at 28 August 2025 are set out below:
Non-Executive Director
Date of most
recent letter
Unexpired term as at
31 March 2025
1
Date of appointment
Last re-appointment
at AGM
J Oatley
21 June 2024
To 19 July 2027
20 July 2018
5 September 2024
R Amey
21 February 2023
To 28 February 2026
1 March 2023
5 September 2024
N Kozmina
15 April 2024
To 21 April 2027
22 April 2024
5 September 2024
1.
Unless not elected/re-elected by shareholders at an AGM before this date.
Directors’ service contracts and letters of appointment are available for inspection at the Company’s registered office.
Service contracts
continued
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Policy on payment for loss of office
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 Directors’
service contracts should not normally contain
notice periods of more than twelve months.
There are no provisions within 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.
For individuals categorised by the Committee as
“good leavers”, an annual bonus may be payable
with respect to the period of the financial year
served by the departing Executive Director with
the Committee ordinarily providing that such
bonus will be adjusted pro rata for time served
and paid at the normal payout date and subject
to the usual assessment of the extent to which
the relevant performance conditions have been
satisfied. The Committee has the ability to
exercise its discretion on the final amount actually
paid and to waive the deferral requirement for
such bonus.
Any share-based entitlements granted to an
Executive Director under the Company’s share
plans will be determined based on the relevant
plan rules.
Under the DBP, outstanding awards will normally
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 a “good leaver”, outstanding DBP awards will
normally vest in full on the normal vesting date,
save that the Committee may allow such awards
to vest earlier (e.g. in the event of death). The
default treatment under the LTIP is similarly that
any outstanding awards lapse on cessation of
employment. However, in the same prescribed
circumstances as for the DBP, “good leaver” status
may be applied. For a “good leaver”, awards will
normally vest on the normal vesting date, although
the Committee has discretion to determine that
the awards may vest at an earlier date and to
reduce the holding period. 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 served.
The Committee has the ability to exercise its
discretion on the final amount actually paid.
Malus and clawback
Awards granted under the Company’s annual
bonus and LTIP 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
Committee (acting fairly and reasonably),
either materially corrected and/or requiring any
future accounts, financial data or information
having to include write-downs, adjustments or
other corrective items in order to address the
inaccuracy.
The above list is not exhaustive and other
circumstances may also lead to the application of
malus or clawback.
The application of malus (i.e. partial or full lapse of
an unvested incentive opportunity) will be possible
during 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 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 LTIP
awards not yet performance-tested (i.e. malus);
2.
reduction of deferred bonus or vested but not
yet exercised/transferred LTIP award
(i.e. malus); and
3.
request for the repayment of an already-paid
annual bonus and/or LTIP award (i.e. clawback).
An employee not in role at the time of the
trigger event should normally 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.
Consideration of employment
conditions elsewhere in the
Company
When determining the Policy and arrangements
for Executive Directors, the Committee considers
pay and employment conditions elsewhere in the
Group to ensure that pay structures are suitably
aligned and that levels of remuneration remain
appropriate. The Committee reviews levels of
basic salary increases for other employees and
executives based on their respective locations.
It approves participation in the annual bonus
scheme and the LTIP. It also considers benefits
offered throughout the workforce.
Consideration of shareholder views
In its ongoing dialogue with shareholders, the
Committee seeks shareholder views and takes
them into account when any significant changes
are being proposed to remuneration arrangements
and when formulating and implementing the
Policy. For example, shareholders were consulted
ahead of the granting of the LTIP awards under the
PSP in FY24.
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Annual Report on Remuneration
The following section provides details of how the Policy was implemented during the financial year ended 31 March 2025.
Remuneration Committee membership in FY25
The Remuneration Committee currently comprises Natalia Kozmina, Rachel Amey and Joe Oatley, and is chaired by Natalia Kozmina.
The Committee had five scheduled meetings and one ad hoc meeting during FY25 and Committee members attended all meetings 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 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 involved in any decisions that
related directly to their own remuneration.
Independent advice
In undertaking its responsibilities, the Committee seeks independent external advice as necessary. During the year, the Committee engaged Ellason LLP to provide such advice, having been originally appointed by the
Committee in 2021. Ellason LLP has no connection with any individual Director and provides no other services to the Company, so satisfying the Committee of its objectivity and independence. During the year, fees of
£14,748 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 FY24 remuneration report at the 2024 AGM:
Total number of votes
% of votes cast
For (including discretionary)
23,846,822
99.11
Against
213,411
0.89
Total votes cast (excluding withheld votes)
24,060,233
100.00
Votes withheld
597,055
Total votes cast (including withheld votes)
24,657,288
The following table shows the results of the shareholder vote on the Policy at the 2024 AGM:
Total number of votes
% of votes cast
For (including discretionary)
23,037,862
95.75
Against
1,021,466
4.25
Total votes cast (excluding withheld votes)
24,059,328
100.00
Votes withheld
597,960
Total votes cast (including withheld votes)
24,657,288
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Additional information
Directors’ remuneration report
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 2025 and the prior year:
Name
Salary
£000
Benefits
1
£000
Annual bonus
£000
LTIP and other
share-based
payments
2
£000
Pension
£000
Total fixed
£000
Total variable
£000
Total
£000
F Doorenbosch
FY25
370
11
367
0
0
381
367
748
FY24
370
8
0
0
0
378
0
378
D Bedford
3
FY25
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
FY24
84
18
0
0
4
106
0
106
E Hutchinson
4
FY25
240
10
178
0
0
250
178
428
FY24
148
0
0
0
0
148
0
148
1.
Benefits comprise private medical cover, car allowance and business expenses chargeable to income tax in the UK.
2. F Doorenbosch and E Hutchinson both received an LTIP award in September 2023. The performance periods for the performance conditions attached to their awards are set out in the footnotes to the table disclosing Directors’ interests in shares
in Carclo long-term incentive plans on page 93. None of the performance periods ended in either FY24 or FY25, and so no value is required to be included in the table.
3.
D Bedford was appointed as a Director and Chief Financial Officer on 14 November 2022 and stepped down on 21 August 2023. His remuneration in the year ended 31 March 2024 relates to the period 1 April 2023 to 21 August 2023.
D Bedford received a payment in lieu of notice (“PILON”).
4. E Hutchinson’s remuneration in the year ended 31 March 2024 relates to the period 21 August 2023 to 31 March 2024.
Ian Tichias was appointed as a Director and Chief Financial Officer from 1 April 2025. There is therefore no remuneration information to disclose for him in relation to FY25.
Payments to former Directors
There were no payments to former Directors during FY25.
Payments for loss of office
There were no payments to Directors for loss of office during FY25.
CFO leaving arrangements
The Committee agreed to apply the good leaver provisions set out in the Remuneration Policy to Eric Hutchinson’s outstanding STI and LTIP awards so that he was entitled to an FY25 annual bonus subject to meeting
applicable performance conditions and the FY24 LTIP award vesting on a pro rata basis reflecting the time from the award to the date of his leaving the Group, subject to meeting the applicable vesting criteria.
The LTIP award was for 750,000 shares and, based on the pro rata calculation, 375,000 shares will vest on 21 September 2026 if the applicable criteria are met.
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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 2025 and the prior year:
Name
Fees
£000
Benefits
£000
Annual bonus
£000
LTIP and other
share-based
payments
£000
Pension
£000
Total fixed
£000
Total variable
£000
Total
£000
J Oatley
FY25
90
0
0
0
0
90
0
90
FY24
90
0
0
0
0
90
0
90
R Amey
1
FY25
48
0
0
0
0
48
0
48
FY24
44
0
0
0
0
44
0
44
E Hutchinson
2
FY25
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
FY24
46
0
0
0
0
46
0
46
N Kozmina
3
FY25
42
0
0
0
0
42
0
42
FY24
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
J Templeman
4
FY25
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
FY24
4
0
0
0
0
4
0
4
1.
R Amey was appointed as a Non-Executive Director on 1 March 2023. She was appointed as interim Senior Independent Director from 21 August 2023 to 31 January 2024 and on a permanent basis from 28 February 2024. She was appointed Chair
of the Audit & Risk Committee from 21 August 2023. She was interim Chair of the Remuneration Committee from 21 August 2023 until 30 April 2024. In recognition of the fact that R Amey held multiple Committee Chair roles and was supporting
J Templeman as he took on the role of Senior Independent Director, she continued to be paid an enhanced fee during the month of February 2024.
2. E Hutchinson acted as a Non-Executive Director and Audit & Risk Committee Chair until 6 November 2022, when he was also appointed as the Senior Independent Director. He became an Executive Director from 21 August 2023.
His remuneration in the year ended 31 March 2024 relates to the period 1 April 2023 to 20 August 2023.
3. N Kozmina was appointed as a Non-Executive Director on 22 April 2024 and as Chair of the Remuneration Committee from 1 May 2024.
4. J Templeman was appointed as a Non-Executive Director and Senior Independent Director on 1 February 2024 and stepped down on 27 February 2024.
Incentive outcomes for the year ended 31 March 2025 (audited)
Annual performance bonus outcome FY25
The FY25 annual bonus was based primarily on Group underlying EBIT. An overall bonus pool is calculated with reference to a share of the surplus generated above an underlying EBIT threshold, which for FY25 was set at
£9.0m (before Target bonus). Actual Group underlying EBIT (before Target bonus) for the year was £11.8m which resulted in a total bonus pool of £1.7m to be split between all STI participants.
Payments under the FY25 annual bonus were subject to two additional performance criteria relating to the Group’s operating cash conversion rate and the Group’s health and safety incident frequency rate. In both
cases, payments under the annual bonus would have been reduced by 10% if the Group did not achieve a year-on-year improvement in outcomes. Following an assessment of performance, no formulaic reductions to
the FY25 bonus were applied.
Based on actual performance, both Frank Doorenbosch and Eric Hutchinson received annual bonuses amounting to 99.2% of their maximum bonus opportunities for the year (equivalent to 99.2% and 74.4% of salary
respectively). The Committee satisfied itself that the formulaic bonus outcomes were a fair reflection of the Group’s overall performance for the year and that an affordability underpin had been achieved, with no
discretion applied to these outcomes.
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continued
Incentive outcomes for the year ended 31 March 2025 (audited)
continued
Annual performance bonus outcome FY25
continued
Name
Maximum potential
% of salary
Outcome
% of salary
F Doorenbosch
100
99.2
E Hutchinson
1
75
74.4
1.
E Hutchinson was determined by the Committee to be a “good leaver” and, in view of his contribution to the Group,
was awarded a bonus payment in relation to FY25.
Scheme interests awarded in the year ended 31 March 2025 (audited)
FY25 LTIP
As explained in the Annual Statement from the Chair of the Remuneration Committee, no scheme
interests were awarded in FY25.
Implementation of Remuneration Policy for the year ending 31 March 2026
A summary of how the Policy will be applied during the year ending 31 March 2026 is set out below:
Basic salary
Executive Directors’ base salaries:
Name
FY26
FY25
% increase
F Doorenbosch
£400,000
£370,000
8.1
I Tichias
1
£280,000
N/A
N/A
1.
I Tichias was appointed as a Director and Chief Financial Officer from 1 April 2025. An explanation of how his
remuneration was set is provided in the Annual Statement from the Chair of the Remuneration Committee.
Below Executive Director level, base pay increases are limited to cost-of-living adjustments, typically in
the range 4% to 10%, apart from cases where local statutory requirements require a different approach,
promotions, increases in scope or other exceptional reasons. The increase in base salary for the CEO
reflects benchmarking undertaken by Ellason LLP on the instructions of the Committee and the lack of
increase in base salary last year. It is in line with the increases to the wider workforce over the last two years.
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
As agreed with Frank Doorenbosch, he does not receive employer pension contributions. Ian Tichias
receives a pension contribution of 6% of base salary.
Annual bonus
The maximum bonus potential for the year ending 31 March 2026 will be 100% of salary for the CEO
and 75% of salary for the CFO. The bonus will operate on a consistent basis to FY25, with a bonus pool
calculated with reference to Group underlying EBIT generated above a threshold.
In continued recognition of the importance of safety to the business, the Company has also included
an automatic reduction for any drop in safety performance compared with the prior financial year. An
automatic reduction will also be applied for any drop in cash conversion performance compared with the
prior financial year. Finally, an overall affordability underpin will be applied to all formulaic outcomes. 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 the Remuneration
Committee retains the discretion to adjust awards where appropriate to reflect underlying financial and
operating performance of the Group. 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 FY26 business plan, although
specific targets are deemed to be commercially sensitive and will not be published until such time as 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.
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Additional information
Directors’ remuneration report
continued
Implementation of Remuneration Policy for the year ending 31 March 2026
continued
Long-term incentives
As explained in the Annual Statement from the Chair of the Remuneration Committee, it is anticipated that an LTIP award of 750,000 shares will be granted to Ian Tichias, as a new key hire, to incentivise performance
and align his interests with those of his fellow management. To the extent that the face value of this award exceeds 100% of salary, it will be granted using the exceptional limits permitted under the Policy in respect of
recruitment. If an award is considered necessary for any other new key hire, it will be granted in line with the Policy.
Awards granted to Ian Tichias will vest dependent on two performance conditions, with 50% determined by reference to the Company’s absolute TSR and 50% determined by reference to the Company’s EPS, as set out
in the table below:
Measure
Performance period
Weighting
Vesting
Absolute TSR
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.
50%
0% vesting if TSR is at or below 65 pence
100% vesting if TSR is at or above 125 pence
Straight-line vesting between 65 pence and 125 pence
EPS
The performance period is the period of three financial years of the Company between 1
April 2025 and 31 March 2028. The 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 2028).
50%
0% vesting if EPS is at or below 7.5 pence
100% vesting if EPS is at or above at 11.5 pence
Straight-line vesting between 7.5 pence and 11.5 pence
Following its review of the Policy, the 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 its shareholders. As set out in the Policy, awards will be subject to malus and
clawback provisions, and to a requirement to hold the shares subject to awards for five years from date of grant except in exceptional circumstances or to pay any tax liability arising on vesting.
Non-Executive Directors
The Company’s approach to Non-Executive Directors’ remuneration is set by the Board with account taken of the time and responsibility involved in each role, including, where applicable, the chairing of Board
Committees. A summary of current fees is shown in the table below. The Chair is paid a single fee for all of their responsibilities. The Senior Independent Director is also not entitled to receive any remuneration for
chairing any Committees.
Fee levels for FY26 can be summarised as follows:
Provision
FY26
FY25
% increase
Non-Executive Chair base fee
£135,000
£90,000
50.0
Non-Executive Director base fee
£50,000
£38,000
31.6
Senior Independent Director fee
£10,000
£10,000
0
Committee Chair fees
£7,000
£7,000
0
The increase in the Non-Executive Director base fees is in line with benchmarking undertaken by Ellason LLP on the instructions of the Committee and reflects the time commitment required of the Non-Executive
Directors and the complexity of the role.
The increase in the Non-Executive Chair base fee is in line with benchmarking undertaken by Ellason LLP on the instructions of the Committee and also reflects the time commitment required of the Chair, the
complexity of the role and the fact that there has been no increase in fees since the Chair’s appointment on 6 November 2022. In addition, the Committee was mindful that it will be necessary to commence the search
for the Chair’s successor within the next year and determined an increase in fees with that in mind.
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Additional information
Directors’ remuneration report
continued
Percentage change in Directors’ remuneration
The table below shows the percentage change in each Director’s salary/fees, bonus and benefits between the financial year ended 31 March 2024 and 31 March 2025 compared to that of the total amounts for all UK
employees of the Group for each of these elements of pay. The figures used to calculate the percentage changes for Directors are annualised salary/fees, benefits and bonus on a comparable basis. Prior year figures
have been restated to ensure all figures are presented on a consistent basis. Over time, a five-year comparison will be built up.
FY24 to FY25
FY23 to FY24
FY22 to FY23
FY21 to FY22
FY20 to FY21
Base
salary/fee
%
Benefits
%
Bonus
%
Base
salary/fee
%
Benefits
%
Bonus
%
Base
salary/fee
%
Benefits
%
Bonus
%
Base
salary/fee
%
Benefits
%
Bonus
%
Base
salary/fee
%
Benefits
%
Bonus
%
Executive Chair
N Sanders
1
50.0
Chief Executive Officer
F Doorenbosch
2
37.5
100.0
(4.8)
Executive Directors
D Bedford
3
102.5
A Collins (interim CEO)
4
M Durkin-Jones
5
E Hutchinson
6
100.0
100.0
I Tichias
7
P White
8
3.0
1.8
(100.0)
(8.3)
(71.2)
Non-Executive Directors
J Oatley
9
22.2
R Amey
10
F Doorenbosch
2
3.4
E Hutchinson
6
4.8
N Kozmina
11
P Slabbert
12
J Templeman
13
D Toohey
14
Average percentage
change for UK
employees
15, 16
(4.4)
(0.7)
689.5
4.8
20.4
(42.5)
5.4
1.3
(19.3)
2.9
19.4
(54.1)
3.4
720.0
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Additional information
Directors’ remuneration report
continued
Percentage change in Directors’ remuneration
continued
1.
Stepped down on 5 November 2022.
2. Non-Executive Director from 1 April 2022 to 6 June 2022. Appointed as an Executive Director from 7 June 2022.
Appointed as CEO on 6 October 2022.
3. Appointed as CFO on 14 November 2022. Stepped down on 21 August 2023.
4. Stepped down on 5 October 2020.
5. Stepped down on 17 December 2020.
6. Non-Executive Director from 6 November 2022 to 20 August 2023. Appointed as CFO from 21 August 2023.
7. CFO from 1 April 2025.
8. Stepped down on 14 November 2022.
9. Non-Executive Director to 5 November 2022. Appointed as Non-Executive Chair from 6 November 2022.
10.Non-Executive Director to 20 August 2023. Senior Independent Director from 21 August 2023 to 31 January 2024 and
from 28 February 2024.
11. Non-Executive Director from 22 April 2024.
12. Stepped down on 31 March 2021.
13. Non-Executive Director from 1 February 2024. Stepped down on 27 February 2024.
14. Stepped down on 31 March 2021.
15. 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.
16.
Changes in benefits largely reflect changes in business expenses chargeable to income tax.
Relative importance of spend on pay
The table below shows the Group’s actual expenditure on pay (for all employees) relative to the
losses/profits for FY24 and FY25.
FY25
£000
FY24
£000
% change
Staff costs
36,142
38,642
(6.5)%
Profit/(loss) for the period
872
(3,389)
125.7%
0
50
100
150
200
2017
2016
2015
2018
2019
2020
2021
2023
2022
2024
2025
Carclo
FTSE Small Cap
Relative performance
The graph below compares the value of £100 invested in Carclo shares, including reinvested dividends,
with the FTSE Small Cap index over the last ten years. This index was selected because it is considered
to be the most appropriate against which the total shareholder return of Carclo plc should be measured.
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Additional information
Directors’ remuneration report
continued
Table of historical data (Chief Executive Officer/Executive Chair)
FY25
FY24
FY23
FY22
3
FY21
2
FY20
1
FY19
FY18
FY17
FY16
Chief Executive/Executive
Chair single figure of
remuneration (£000)
748
378
458
4
150
321
270
325
449
836
462
Annual bonus payout (as % of
maximum)
99.2
96
21
PSP vesting (as % of maximum)
32.5
50
50
1.
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 for FY20 is a combination of both, reflecting the period in which M Rollins acted as Executive Chair and A Collins acted as Chief Executive.
2.
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 FY21 is a combination of both, reflecting the
period in which A Collins acted as CEO and N Sanders acted as Executive Chair.
3.
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 FY23 is a combination of both, reflecting the period in which N Sanders
acted as Executive Chair and F Doorenbosch acted as CEO.
4.
Restated to exclude payment for loss of office for N Sanders and to include tax paid on behalf of the relevant Director on expenses chargeable to income tax in the UK.
CEO pay ratio reporting
Outlined below is the ratio of the CEO’s single figure of total remuneration for FY25 expressed as a multiple of total remuneration for UK employees. The ratios provided for prior years use a combination of the CEO’s and
the Executive Chair’s single figure of total remuneration, as explained above under the table of historical data (Chief Executive Officer/Executive Chair), reflecting the period each role undertook the role of CEO or its
equivalent.
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.
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. We have chosen to use Option A because we do
not have to calculate gender pay gap information for our whole UK workforce and so do not have the required data available to use Options B or C.
In time, the table below will build to represent ten years of data:
Financial year
Method
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
FY25
Option A
28 : 1
22 : 1
15 : 1
FY24
Option A
18 : 1
13 : 1
9 : 1
FY23
Option A
19 : 1
15 : 1
11 : 1
FY22
Option A
7 : 1
6 : 1
4 : 1
FY21
Option A
15 : 1
13 : 1
8 : 1
FY20
Option A
12 : 1
10 : 1
7 : 1
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Additional information
Directors’ remuneration report
continued
CEO pay ratio reporting
continued
Full-year pay data for the FY25 financial year has been used to calculate the ratios. The full-year pay data for part-time employees was adjusted by an appropriate multiple to include their data on a full-time
equivalent basis.
The employee data used to calculate the ratios is as follows:
25th percentile
Median
75th percentile
Total pay and benefits
£26,896
£34,674
£49,633
Base salary
£25,204
£31,544
£41,351
The increase in the ratios against all percentiles is primarily as a result of the CEO earning a bonus for FY25 for the first time in several years.
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.
Directors’ interests (audited)
The interests of the Directors and their connected persons in the ordinary shares of the Company as at 31 March 2025 and the date of this report were as follows:
28 August 2025
31 March 2025
31 March 2024
Ordinary shares
Vested options
Ordinary shares
Vested options
Ordinary shares
Vested options
J Oatley
400,000
N/A
400,000
N/A
400,000
N/A
R Amey
5,000
N/A
5,000
N/A
0
N/A
N Kozmina
0
N/A
0
N/A
N/A
N/A
F Doorenbosch
403,958
0
403,958
0
403,958
0
E Hutchinson
N/A
N/A
192,118
0
192,118
0
I Tichias
0
0
N/A
N/A
N/A
N/A
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Additional information
Directors’ remuneration report
continued
Directors’ shareholding requirement (audited)
The table below shows the shareholding of each Executive Director against their respective shareholding requirement as at 31 March 2025:
Shares held
Director
Owned outright
or vested
Vested but subject
to holding period
Unvested and subject
to vesting conditions
Shareholding
requirement (% salary)
Current shareholding
(% salary)
1
Prior year shareholding
(% salary)
2
F Doorenbosch
403,958
0
1,250,000
100
25.88
8.13
E Hutchinson
192,118
0
375,000
100
18.97
5.96
1.
Based on a share price of 23.7 pence per share (being the closing price on 31 March 2025).
2. Based on a share price of 7.45 pence per share (being the closing price on 31 March 2024).
Ian Tichias was appointed as CFO from 1 April 2025. On appointment he owned no shares outright.
There have been no changes in Frank Doorenbosch’s interests since the year end or in Ian Tichias’ interests since appointment.
Eric Hutchinson’s interests in unvested shares subject to vesting conditions have been reduced pro rata to reflect the part of the vesting period for which he was employed, leading to the lapse of 375,000 unvested
shares. The remainder of the unvested shares remain subject to performance conditions and will vest on the normal vesting date.
Directors’ interests in shares in Carclo long-term incentive plans (audited)
Director
Grant date
Award type
At 1 April 2024
Granted
during FY25
Vested
during FY25
Lapsed
during FY25
At 31 March 2025
Market price
per share at date
of grant
Market price
per share
at vesting
Vesting date
Performance
conditions
F Doorenbosch
21/09/2023
Conditional
share award
1,250,000
1,250,000
12.725p
N/A
21/09/2026
50%: TSR
1
50%: EPS
2
E Hutchinson
21/09/2023
Conditional
share award
750,000
375,000
375,000
12.725p
N/A
21/09/2026
50%: TSR
1
50%: EPS
2
1.
Performance period: grant date to vesting date. Measurement period: the period of 60 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, including gross dividends paid. The TSR performance condition will be based on the Company’s TSR as at the end of the performance period, as follows: (i) if TSR is 40 pence or less, the TSR Award will not vest to any
extent; (ii) if TSR is 100 pence or above, the TSR Award will vest in full; and (iii) if TSR falls between 40 pence and 100 pence, a proportion of the TSR Award will vest, calculated by straight-line apportionment.
2.
Performance period: the period of three financial years of the Company between 01/04/2023 and 31/03/2026. 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 2026), as follows: (i) if EPS is 6.0 pence or less, the EPS Award will not vest to any extent; (ii) if EPS is 10.0 pence or above, the EPS Award will vest in full; and (iii) if EPS falls between 6.0 pence and 10.0 pence, a
proportion of the EPS Award will vest, calculated by straight-line apportionment.
Approval of the Directors’ remuneration report
The Directors’ remuneration report set out on pages 73 to 93 was approved by the Board of Directors on 28 August 2025 and signed on its behalf by Natalia Kozmina, Chair of the Remuneration Committee.
Natalia Kozmina
Chair of the Remuneration Committee
28 August 2025
93
Carclo plc
Annual report and accounts 2025
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Corporate governance
Financial statements
Additional information
Directors’ report
Pages 94 to 96 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 1 to 57. This
report 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 49 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
F Doorenbosch
E Hutchinson
R Amey
N Kozmina – appointed 22 April 2024
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 and the strategic report on pages
1 to 57 together comprise the “management
report”.
Going concern
As described in the viability statement on pages 56
and 57, the Directors have assessed the prospects
and viability of the Company over a three-year
period to March 2028.
The Board has maintained its rigorous approach to
cash forecasting and continued to manage both
working capital and capital expenditure tightly to
drive cash generation and reduce net debt. This has
ensured that the Group is in a stronger position to
achieve results that result in sufficient headroom
on covenant tests. The Company has now put in
place financing with BZ Commercial Finance DAC
that provides sufficient funds to allow the Company
to invest appropriately in the pursuit of its strategy.
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. The
Board is satisfied that it is appropriate to adopt the
going concern basis in the preparation of this annual
report and accounts.
Dividend
Under the terms of the HSBC borrowing facility,
which was in place up until 24 April 2025, the
Company was not permitted to make a dividend
payment to shareholders up to the period ending
31 December 2025. Under the BZ borrowing
facility agreement, which replaced the HSBC
facility and came into effect on 24 April 2025,
dividend payments are permitted but require the
prior approval of the lender.
The current focus is on cash flow generation to
support strategic growth and, with the Company
currently having insufficient distributable reserves,
no dividend is proposed in respect of the year ended
31 March 2025. The Board will continue to review
the Group financial performance, capital allocation
and Company reserves regularly to determine the
appropriate time for dividend payments.
Post balance sheet events
On 24 April 2025, the Group completed
refinancing of its primary external borrowing
facility with the announcement of a three-year
multi-currency borrowing facility agreement with
BZ and the repayment of all amounts owing under
the previous HSBC borrowing facility, which was
scheduled to expire on 31 December 2025.
The new facilities with BZ comprise a term loan
of £27.0m and a revolving credit facility of up to
£9.0m.
The BZ facility includes an asset-based lending
arrangement with drawings permitted against
the value of various classes of assets held by the
Group’s UK and US businesses. Of the £27.0m
term loan element, £8.0m is designated against
the value of owned land and buildings, £5.0m
is designated against the value of owned plant
and machinery and the balance of £14.0m is
designated a cash flow loan that is non-asset
specific. Of the £9.0m revolving credit facility, up
to £7.0m is designated against the value of trade
receivables and up to £2.0m against the value
of inventory. Further information regarding the
refinancing with BZ can be found on page 56.
In parallel to the completion of the refinancing, the
Group reached agreement with the Trustees of the
pension scheme in respect of both the actuarial
deficit and the resultant deficit repair contributions
to be made in accordance with a recovery plan that
details the contributions due over the term of the
new financing arrangement with BZ and for a period
beyond, to meet the statutory funding objective.
A sum of £5.1m was paid to the pension scheme on
completion of the refinancing, with an additional
£3.5m (in line with previous years) gross annual
contribution to be paid in each of the three
subsequent years. The technical provisions
actuarial deficit, as at 31 March 2024, was £64.5m
(31 March: 2021 £82.8m).
Further information regarding the pension scheme
actuarial deficit and repair contributions can be
found on pages 7 and 10.
Share capital
At 31 March 2025, the Company’s issued share
capital comprised 73,419,193 ordinary shares of
5 pence each.
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 2024 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 2024 AGM).
This authority is due to lapse at the 2025 AGM.
At the 2024 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 2024 AGM) and
to purchase up to 10% of the Company’s issued
ordinary shares in the market. This authority is
also due to lapse at the 2025 AGM.
We intend to seek renewal of the authorities
described above at the 2025 AGM.
94
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Directors’ report
continued
Change of control
The financing agreement with BZ includes a change of control clause that, on its occurrence, would result
in the cancellation of the facilities and all amounts outstanding would be immediately due and repayable.
There are no other 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 AGM following their appointment
and such Director is eligible to offer themself for election by the Company’s shareholders.
Additionally, the Company’s articles of association provide that every Director 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 in
office at the date of the 2024 AGM retired and presented themselves for re-election at the 2024 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.
Powers of Directors
The Directors may exercise all the powers of the Company, in accordance with, and subject to, the
Company’s articles of incorporation.
Political donations and expenditure
No political donations were made, nor was any political expenditure incurred during the financial year.
Substantial shareholdings
Pursuant to the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the
Company received notification of the following shareholdings in its issued share capital as at 31 March 2025
and 31 July 2025:
As at 31 July 2025
5
As at 31 March 2025
5
Schroder Investment Management Limited
1
19.88%
19.92%
Henderson Global Investors Limited
2
6.43%
6.43%
First Equity Limited
3
1.42%
4.08%
IG Markets Limited
4
4.57%
0.60%
1.
Whose ultimate controlling person is Schroders plc.
2. Whose ultimate controlling person is Janus Henderson Group plc.
3. As Investment Manager of Armstrong Investments Limited, whose ultimate controlling person is the estate of
William Black.
4. Whose ultimate controlling person is IG Group Holdings plc.
5.
The percentage referenced in this table is the percentage as at the date of notification.
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.
95
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Directors’ report
continued
Disclosure of information to auditor
In accordance with Section 418(2) of the Companies Act 2006, each of the persons who is a Director at
the date of approval of this annual report confirms that:
so far as the Director is aware, there is no relevant audit information of which the Group and Company’s
auditor is unaware; and
the Director has taken all the steps that they ought to have taken as a Director in order to make themself
aware of any relevant audit information and to establish that the Group and Company’s auditor is aware
of that information.
In accordance with section 414C(11) of the Companies Act 2006, the following information is incorporated
into this Directors’ report by reference and is deemed to form part of this report:
Disclosure
Section of report
Page(s)
Corporate governance statement
Statement of corporate
governance
59
The Group’s business activities, together with the
factors likely to affect its future development
Strategic report
1 to 57
The Group’s research and development activities
Strategic report
8 to 21
The financial position of the Group, its cash flows,
liquidity position and borrowing facilities
Strategic report —
CFO review
Note 19
43 to 48
138 to 141
The profit/(loss) from continuing operations of the
Group before taxation
Consolidated income
statement
105
The statutory result of the Group
Consolidated income
statement
105
Details of the changes in issued share capital during
the year
Note 24
152 to 154
Disclosure
Section of report
Page(s)
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
Note 26
154 to 160
The Group’s internal control and risk management
systems
Audit & Risk Committee
report
66
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
Strategic report –
Responsible operations
– People
27
Information on greenhouse gas emissions and energy
consumption
Strategic report –
Responsible operations
– Environment
30 to 32
Information on engagement with employees, suppliers
and customers
Strategic report –
section 172 statement
40 to 42
Information required by LR 6.6.1R
There is no additional information required to be disclosed under LR 6.6.1R other than that disclosed in the
Directors’ remuneration report.
By order of the Board
Anne McArthur
Company Secretary
28 August 2025
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Financial statements
Additional information
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 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 61 and
62, 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, 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
28 August 2025
97
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Opinion
We have audited the Group financial statements of Carclo plc (the ‘Group’) for the year ended 31 March
2025 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, and notes to the consolidated financial statements, including
material accounting policy information.
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.
In our opinion the Group financial statements:
give a true and fair view of the state of the Group’s affairs as at 31 March 2025 and of the Group’s profit
for the year then ended;
have been properly prepared in accordance with UK-adopted international accounting standards; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the “Auditor’s
responsibilities for the audit of the financial statements” section of our report. We are independent of the
Group 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 as a key audit matter. The Group is dependent on debt facilities from its lender, which have
a number of financial covenants, and has significant funding commitments in relation to the UK defined
benefit pension scheme. Therefore, there is a risk that the going concern basis of preparation is not
appropriate for the financial statements.
On 24 April 2025, the Group secured new financing arrangements with BZ Commercial Finance DAC
and agreed a deficit recovery plan with the Pension Trustees of the UK defined benefit pension scheme.
The new facilities, which cover the whole Group, include a Term Loan of £27 million and a Revolving Credit
Facility of up to £9 million. Concurrently, the Group paid £5.1 million to the UK pension scheme, with a
further commitment to make contributions of £3.5 million per annum for five years to 31 March 2029
and indexed annual contributions of £5.75m until 31 March 2037).The Triennial actuarial valuation as at
31 March 2025 reported a funding deficit of £64.5 million.
The Group’s accounting policy in respect of going concern is set out in note 1 ‘Basis of preparation’ on
page 110. Going concern has also been identified as a key judgement in note 2 on page 118.
Our audit procedures to evaluate the directors’ assessment of the Group’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 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 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 not implausible scenarios.
This included assessing the viability of 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 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 under the debt facilities and evaluating the reasonableness of the
directors’ conclusion that sufficient headroom exists across all scenarios modelled, including the severe
but plausible downside scenarios when modelled with mitigations;
Independently evaluating management’s forecasts and the associated stress testing;
Reviewing the financial covenants associated with the debt facility agreed with BZ Commercial Finance
DAC and verifying the accuracy of the covenant calculations and projected compliance through to
December 2026 being the period of 16 months assessed by management; and
Evaluating the appropriateness of the directors’ disclosures in the financial statements on
going concern.
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 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 director’s considered it appropriate to adopt the going concern basis of
accounting.
Independent auditor’s report
to the members of Carclo plc
98
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
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.
In addition to our Conclusions relating to going concern, noted above, we summarise below the other key audit matters identified as part of our audit, together with an overview of the principal audit procedures
performed to address each matter and our observations arising from those procedures.
These matters, together with our observations, were communicated to those charged with governance through our Audit Completion Report.
Independent auditor’s report
continued
to the members of Carclo plc
Key Audit Matter
How our scope addressed this matter
Revenue recognition
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.
We assessed the revenue recognition significant risk as being principally in relation to the following:
1) Design & Engineering revenue:
Revenue may not be recognised on an appropriate basis and in line with the terms of underlying
contracts or agreements with customers; and
Contract modifications or amendments may not be accounted for on an appropriate basis, including in
line with the requirements of IFRS 15.
2) Manufacturing Solutions revenue:
There is a risk that revenue maybe recognised in the incorrect accounting period due to inappropriate
adjustments to the timing or basis of revenue recognition. This includes recognising revenue before
goods or services have been delivered to customers, particularly around the year-end which presents a
cut-off risk.
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 Design & Engineering
contracts is significant. Furthermore, due to the potential to inappropriately shift the timing and basis of
Manufacturing Solutions revenue recognition as well and the potential to record fictitious revenues or fail
to record actual revenues, we have identified revenue recognition as a key audit matter with regards to
both the Design & Engineering and Manufacturing Solutions revenue.
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 the Design & Engineering revenue:
º
Reviewing management’s IFRS 15 assessment for Design & Engineering contracts detailing the
identification of performance obligations and assessment of point in time versus over time revenue
recognition, together with considerations of input versus output method;
º
For a sample of Design & Engineering contracts reviewing the basis of revenue recognition and
testing the revenue recognised in the year;
º
Reviewing contract modifications or cancelations and the associated accounting treatment for
changes in contract revenue; and
º
Reviewing the audit work completed on Design & Engineering revenue by the component audit
teams in accordance with our Group Audit Instructions, and the additional work performed by the
Group engagement team around the judgements made on performance obligations by testing
additional samples of Design & Engineering contracts.
In relation to Manufacturing Solutions revenue, which is recognised at a point in time;
º
Performing substantive testing on a sample of transactions, agreeing these back to underlying
documentation, to verify their validity, ensure accuracy of posting and confirm whether they were
recorded in the correct accounting period.
º
Reviewing the audit work completed on Manufacturing Solutions revenue by the component
audit teams in accordance with our Group Audit Instructions, and the additional work performed
by the Group engagement team around the Manufacturing Solutions revenue, mainly around the
completeness of the Manufacturing Solutions contracts.
Our observations:
The methodology used in determining the recognition of the Group’s revenue was appropriate.
99
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Key Audit Matter
How our scope addressed this matter
Valuation and impairment Goodwill
Included in the Consolidated Statement of Financial Position on page 107 is £21.8m of intangible assets,
of which £21.7m relates to goodwill allocated to the Technical Plastics cash generating unit (CGU).
The Group’s accounting policies for goodwill are set out in note 1(c) ‘Goodwill’ on page 112 and note 1(v)
‘Impairment’ on pages 116 and 117. Additionally, the impairment of goodwill is identified as a key judgement
in note 2 on page 118.
In accordance with accounting standards, the directors are required to perform an annual impairment
review of goodwill, or more frequently if indicators of impairment exist. This involves determining the
recoverable amount of the CGU to which goodwill is allocated and comparing it to its carrying value. Any
impairment loss is first applied to reduce the carrying value of goodwill, and subsequently to other assets
within the CGU on a pro-rata basis.
As disclosed in note 13 on page 134, the recoverable amount is determined using a value in use calculation.
The calculation of value in use is subjective and involves significant judgement and estimation, particularly
in relation to cash flow projections and the discount rate applied.
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 have 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 the valuation and impairment
of intangible assets;
Obtaining and reviewing management’s impairment review and conducting interviews with them to
understand the basis and process for assessing impairment;
Reviewing and evaluating the rationale for grouping entities together as a CGU in the impairment
review;
Testing the arithmetic accuracy of the impairment model, including verifying the integrity of the data
inputs used in the calculation;
Challenging 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;
Challenging management on the achievability of the cash flow forecasts and assessing the
appropriateness of the projected financial information against original forecasts and other market data
to assess the robustness of management’s forecasting process;
Analysing the historical accuracy of budgets to actual results to determine whether forecast cash flows
are reliable based on past experience;
Assessing whether the disclosures in the financial statements are reasonable, including around the
key assumptions, key sources of estimation uncertainty and sensitivity of the key assumptions in the
impairment assessment.
Our observations:
The methodology used for the valuation and for the impairment review of intangible assets, including the
carrying value of the goodwill balance was appropriate.
Independent auditor’s report
continued
to the members of Carclo plc
100
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Our application of materiality and an overview of the scope of our audit
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the
scope of our audit and the nature, timing and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect of misstatements, both individually and
on the financial statements as a whole. Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Group materiality
Overall materiality
£1,200k
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’s 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 or loss before
taxation has fluctuated significantly in recent accounting periods
and has been impacted by a number of non-recurring items, such
as the restructuring in the US.
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 sixth year of our audit engagement,
we set performance materiality at £780k 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 £34k 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, its environment, controls, and critical business processes, to consider
qualitative factors to ensure that we obtained sufficient coverage across all financial statement line items.
The Group financial statements are a consolidation of the Parent Company, Carclo plc, seven trading
subsidiaries, and a non-trading holding entity. Based on our risk assessment, we identified four key
components, including the Parent Company, Carclo plc, four material components and one non-material
component. Six components were subject to full scope audits, two components were subject to a specific
scope and one was subject to specified risk-focused audit procedures.
The components within the scope of our audit work accounted for the following percentages of the
Group’s results:
Number of
components
Total Group
revenue
Group profit
before tax
Total Group
assets
Full scope
6
93%
95%
95%
Specific scope/Risk based audit
procedures
3
7%
5%
5%
Total
9
100%
100%
100%
The audit of the UK components, including the audit of the Group, 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, the Czech Republic and France. 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, key areas
of audit work completed by component auditors was reviewed by the Group audit team. In respect of the
Group’s most significant component based in the Latrobe, Pennsylvania, members of the group audit
team visited the Group’s facility and reviewed the work of the component auditor at both the planning and
group reporting phases of the audit. With the exception of France, all other components were audited by
the Forvis Mazars network.
As part of the process, the Group audit team held meetings with all 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 or directly by the Group audit team.
Independent auditor’s report
continued
to the members of Carclo plc
101
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Our application of materiality and an overview of the scope of our audit
continued
Component materiality applied in our Group audit ranged from £168,000 to £475,000.
At the Group level, we also tested the consolidation process and carried out analytical procedures to
confirm our conclusion that there were no significant risks of material misstatement of the aggregated
financial information.
Other information
The other information comprises the information included in the annual report other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements or our knowledge obtained in the course of audit
or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements and those reports have
been prepared in accordance with applicable legal requirements;
the information about internal control and risk management systems in relation to financial reporting
processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the
Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority
(the FCA Rules), is consistent with the financial statements and has been prepared in accordance with
applicable legal requirements; and
information about the Group’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 its environment obtained in the course of
the audit, we have not identified material misstatements in 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:
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.
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 97;
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 and 57;
Directors’ statement on fair, balanced and understandable, set out on page 97;
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks,
set out on pages 49 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 64; and;
The section describing the work of the Audit & Risk Committee, set out on pages 65 to 68.
We draw attention to the Audit & Risk Committee section of the Annual report and accounts where
the board has reviewed the effectiveness of risk management and internal controls systems in relation
to the intercompany related party liability balance matter that gave rise to the qualified opinion in the
Parent Company only audit report.
Independent auditor’s report
continued
to the members of Carclo plc
102
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Responsibilities of Directors
As explained more fully in the directors’ responsibilities statement set out on page 97, 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 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 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 its industry, we considered that non-compliance with the
following laws and regulations might have a material effect on the financial statements: employment
regulation, health and safety regulation, anti-bribery, corruption and fraud, anti-money laundering
regulation, modern slavery and GDPR.
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, the industry in
which it operates, the structure of the Group, and considering the risk of acts by the Group 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 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 pertaining to listed companies.
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 the valuation and impairment of Intangible assets and revenue recognition
(which we pinpointed to judgement involved in assessing the fulfilment of the performance obligations by
determining the percentage of completion (POC) for Design & Engineering revenue and the cut-off risk
related to the Manufacturing Solutions revenue and significant one-off or unusual transactions.
Our procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual,
suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud;
Addressing the risks of fraud through management override of controls by performing journal entry
testing, including consolidation journals;
Reviewing accounting estimates and financial statement disclosures for management bias; and
Reviewing transactions outside of normal course of business.
Independent auditor’s report
continued
to the members of Carclo plc
103
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Auditor’s responsibilities for the audit of the financial statements
continued
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 & Risk Committee, we were appointed by 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 six years, covering the years ended
31 March 2020 to 31 March 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group and we
remain independent of the Group in conducting our audit.
Our audit opinion is consistent with our reporting to the Audit & Risk Committee.
We have reported separately on the Parent Company financial statements of Carclo plc for the year ended
31 March 2025. That report includes details of the Parent Company key audit matters; how we applied the
concept of materiality in planning and performing our audit; and an overview of the scope of our audit.
The opinion in that report is qualified.
Use of the audit report
This report is made solely to the Parent Company’s members as a body in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
Parent Company’s members those matters we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Parent Company and the Parent Company’s members as a body for our audit work,
for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules, these
financial statements form part of the electronic reporting format prepared annual financial report filed
on the National Storage Mechanism of the Financial Conduct Authority. This auditor’s report provides
no assurance over whether the annual financial report has been prepared using the correct electronic
reporting format.
Richard Metcalfe (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London
EC4M 7AU
28 August 2025
Independent auditor’s report
continued
to the members of Carclo plc
104
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
 
Consolidated income statement
for the year ended 31 March 2025
Notes
2025
£000
Restated
1
2024
£000
Continuing operations:
Revenue
5
121,219
132,672
Underlying
2
operating profit
3
9,838
6,557
Non-underlying
2
items
8
(2,258)
(4,857)
Operating profit
3, 6
7,580
1,700
Finance revenue
9
571
424
Finance expense
9
(5,499)
(6,011)
Profit/(loss) before tax
2,652
(3,887)
Income tax (expense)/credit
10
(1,780)
498
Profit/(loss) for the year
872
(3,389)
Attributable to:
Equity holders of the Company
872
(3,389)
Earnings/(loss) per ordinary share
11
Basic
1.2p
(4.6)p
Diluted
1.2p
(4.6)p
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
2. See the glossary on page 197.
105
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
 
Consolidated statement of comprehensive income
for the year ended 31 March 2025
Notes
2025
£000
Restated
1
2024
£000
Profit/(loss) for the year
872
(3,389)
Other comprehensive (expense)/income
Items that will not be reclassified to the income statement
Remeasurement losses on defined benefit pension scheme
21
(15,253)
(2,668)
Deferred tax arising
Total items that will not be reclassified to the income statement
(15,253)
(2,668)
Items that may in the future be reclassified to the income statement
Foreign exchange translation differences
(955)
(2,387)
Net investment hedge
19, 26
371
332
Deferred tax arising
20
13
33
Total items that may in the future be reclassified to the income statement
(571)
(2,022)
Other comprehensive expense, net of tax
(15,824)
(4,690)
Total comprehensive expense for the year
(14,952)
(8,079)
Attributable to:
Equity holders of the Company
(14,952)
(8,079)
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
106
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Notes
2025
£000
Restated
1
2024
£000
Non-current assets
Intangible assets
13
21,801
22,197
Property, plant and equipment
14
35,842
40,401
Deferred tax assets
20
641
864
Contract assets
16
170
Trade and other receivables
17
594
Total non-current assets
59,048
63,462
Current assets
Inventories
15
9,928
11,289
Contract assets
16
1,551
1,663
Trade and other receivables
17
15,659
18,800
Cash and cash deposits
18
10,745
10,453
Current tax assets
104
82
Total current assets
37,987
42,287
Total assets
97,035
105,749
Current liabilities
Loans and borrowings
19
24,844
11,232
Trade payables
23
9,697
10,005
All other payables
23
11,094
7,485
Current tax liabilities
752
564
Contract liabilities
5
1,624
2,998
Provisions
22
721
Total current liabilities
48,011
33,005
Consolidated statement of financial position
as at 31 March 2025
Notes
2025
£000
Restated
1
2024
£000
Non-current liabilities
Loans and borrowings
19
5,105
28,678
Deferred tax liabilities
20
3,041
2,890
Provisions
22
975
900
Retirement benefit obligations
21
51,743
37,186
Total non-current liabilities
60,864
69,654
Total liabilities
108,875
102,659
Net (liabilities)/assets
(11,840)
3,090
Equity
Ordinary share capital issued
24
3,671
3,671
Share premium
7,359
7,359
Translation reserve
25
6,650
7,221
Retained earnings
25
(29,494)
(15,135)
Total equity attributable to equity
holders of the Company
(11,814)
3,116
Non-controlling interests
(26)
(26)
Total equity
(11,840)
3,090
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
Approved by the Board of Directors on 28 August 2025 and signed on its behalf by:
Frank Doorenbosch
Ian Tichias
Chief Executive Officer
Chief Financial Officer
Registered Number 00196249
107
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Consolidated statement of changes in equity
for the year ended 31 March 2025
Attributable to equity holders of the Company
Notes
Share
capital
£000
Share
premium
£000
Translation
reserve
£000
Retained
earnings
£000
Total
£000
Non-controlling
interests
£000
Total
equity
£000
Balance at 1 April 2023
3,671
7,359
9,243
(8,641)
11,632
(26)
11,606
Prior year restatement
1
(480)
(480)
(480)
Balance at 1 April 2023 restated
3,671
7,359
9,243
(9,121)
11,152
(26)
11,126
Loss for the year
1
(3,389)
(3,389)
(3,389)
Other comprehensive (expense)/income:
Foreign exchange translation differences
(2,387)
(2,387)
(2,387)
Net investment hedge
19, 26
332
332
332
Remeasurement losses on defined benefit pension scheme
21
(2,668)
(2,668)
(2,668)
Taxation on items above
20
33
33
33
Total comprehensive expense for the year
1
(2,022)
(6,057)
(8,079)
(8,079)
Transactions with owners recorded directly in equity:
Share-based payments
24
43
43
43
Balance at 31 March
1
and 1 April 2024
3,671
7,359
7,221
(15,135)
3,116
(26)
3,090
Profit for the year
872
872
872
Other comprehensive (expense)/income:
Foreign exchange translation differences
(955)
(955)
(955)
Net investment hedge
19, 26
371
371
371
Remeasurement losses on defined benefit pension scheme
21
(15,253)
(15,253)
(15,253)
Taxation on items above
20
13
13
13
Total comprehensive expense for the year
(571)
(14,381)
(14,952)
(14,952)
Transactions with owners recorded directly in equity:
Share-based payments
24
22
22
22
Balance at 31 March 2025
3,671
7,359
6,650
(29,494)
(11,814)
(26)
(11,840)
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
108
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Consolidated statement of cash flows
for the year ended 31 March 2025
Notes
2025
£000
Restated
1
2024
£000
Cash generated from operations
27
19,066
18,587
Interest paid
(3,694)
(4,193)
Tax paid
(1,259)
(1,056)
Defined benefit pension scheme contributions net of Company settled administration costs
(2,633)
(2,972)
Net cash from operating activities
11,480
10,366
Cash flows from/(used in) investing activities
Proceeds from sale of property, plant and equipment
85
212
Interest received
571
424
Purchase of property, plant and equipment
(1,054)
(2,937)
Purchase of intangible assets
(49)
(95)
Net cash used in investing activities
(447)
(2,396)
Cash flows used in financing activities
19
Refinancing costs associated with the existing facility
(150)
(100)
Repayment of borrowings excluding lease liabilities
(2,525)
(8,190)
Repayment of other loan facilities
(95)
(192)
Repayment of lease liabilities
(4,228)
(3,659)
Net cash used in financing activities
(6,998)
(12,141)
Net increase/(decrease) in cash and cash equivalents
4,035
(4,171)
Cash and cash equivalents at beginning of year
5,974
10,354
Effect of exchange rate fluctuations on cash and cash equivalents
(29)
(209)
Cash and cash equivalents at end of year
9,980
5,974
Cash and cash equivalents comprise:
Cash and cash deposits
18
10,745
10,453
Bank overdrafts
19
(765)
(4,479)
9,980
5,974
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
109
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Notes to the consolidated financial statements
for the year ended 31 March 2025
Carclo plc
Annual report and accounts 2025
110
Strategic report
Corporate governance
Financial statements
Additional information
1 Basis of preparation
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.
i) Compliance with IFRS
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 105 to 109. The financial
statements are presented in GBP which is Carclo plc’s functional and presentational currency. All amounts
disclosed in the financial statements and notes have been rounded to the nearest thousand pounds unless
otherwise stated.
ii) Prior year restatement
In this annual report there have been two corrections made to the prior year comparatives for the year
ended 31 March 2024:
a.
During the year ended 31 March 2025, the FRC conducted a Corporate Reporting Review of the Carclo
plc annual report and accounts for the year ended 31 March 2024. At the time, the UK Group companies
were part of a multi-party, multi-currency net overdraft facility with a £nil net limit and a £12.5m gross
limit. The annual report and accounts for the year ended 31 March 2024 recognised Carclo plc’s
overdraft of £4.5m within cash and cash deposits when consolidated due to a right of set-off within the
net overdraft facility. Having considered the points raised by the FRC, we have re-presented the prior
year comparatives for the year ended 31 March 2024 for cash and overdrafts on a gross basis, as on
reflection, we agree that this more appropriately meets the off-setting requirements of IAS 32.
The impact of the restatement on the prior year comparatives is to reclassify the £4.5m overdraft from
cash and cash deposits to loans and borrowings due within one year. Total current assets, total assets,
total current liabilities and total liabilities are therefore all £4.5m greater than previously presented.
There is no change to total net assets or to the loss for the period. A reconciliation of the gross cash
balance to the amount of cash and cash equivalents shown in the statement of cash flows at the end of
the financial year has been presented in note 18. The notes to the financial statements impacted by this
restatement have also been re-presented and have been referenced back to this note.
The amount of the correction at the beginning of the earliest period presented, 1 April 2023, is an
adjustment of £6.5m to gross up cash and cash deposits with a corresponding adjustment to loans
and borrowings due within one year. Total current assets, total assets, total current liabilities and total
liabilities are therefore all £6.5m greater at 1 April 2023 than previously presented. There is no change
to total net assets or to the loss for the period to 31 March 2023. Given that there is £nil impact to
net assets or the income statement from this restatement, nor is there any impact on the Group’s
compliance with the covenants associated with the banking facilities, we have not presented a third
statement of financial position at 1 April 2023 as we believe that the impact of the restatement does not
materially change a user’s understanding of the accounts.
b.
Secondly, a prior year adjustment to correct an accounting error has been recorded which recognises a
£0.9m provision for dilapidation at our CTP UK facility, Mitcham, that should have been recorded on the
consolidated statement of financial position for the year ended 31 March 2018. The impact of the
restatement on the prior year comparatives is to recognise a brought forward £0.9m provision for
dilapidation as a non-current liability, recognise an increase in property, plant and equipment
right-of-use assets of £0.3m which is the original cost of £0.9m less accumulated depreciation to
31 March 2024 of £0.6m and an increase in retained losses of £0.6m. The consolidated income
statement for the year ended 31 March 2024 has been restated for an additional £0.1m depreciation
charge. Basic and diluted loss per share for the year ended 31 March 2024 have been restated to (4.6)p
from that previously presented of (4.5)p.
The amount of the correction at the beginning of the earliest period presented, 1 April 2023, is an
increase to property, plant and equipment right-of-use assets, total non-current assets and total assets
of £0.4m, an increase to non-current provisions, total non-current liabilities and total liabilities of £0.9m
which, in total, results in a net decrease to net assets and an increase to brought forward retained losses
at 1 April 2023 of £0.5m.
A third statement of financial position has not been presented at 1 April 2023 as the Directors do not
believe that the impact of the restatement materially changes a user’s understanding of the accounts.
Going concern
The financial statements are prepared on the going concern basis.
The £36.0m borrowing facility with BZ that was announced on 24 April 2025 provides available borrowings
for a three-year term out to April 2028. The facility includes an element of asset based lending and the
level of borrowings are contingent upon the value of certain classes of non-current and current assets held
by the Group’s UK and US trading subsidiaries.
There are three primary financial covenants required to be tested under the BZ facility agreement,
as follows:
Covenant
Definition
Threshold
Minimum EBITDA
Underlying
1
Group EBITDA calculated on a last six months
No less than 75%
basis
of budget
Fixed Charge
Underlying
1
Group EBITDA divided by the sum of fixed charges
Until 31 March 2027
Cover Ratio
comprising debt service costs, debt repayments, pension
no less than 1:1
(FCCR)
scheme contributions, tax payments, capital expenditure and
dividends or other capital distributions calculated on a last
After 31 March 2027
twelve months basis
no less than 1.05:1
CAPEX
Cash paid on tangible and intangible fixed assets measured
No more than 120%
annually for the twelve months to 31 March
of the annual budget
1.
See the glossary on page 197.
1 Basis of preparation
continued
continued
Notes to the consolidated financial statements
Carclo plc
Annual report and accounts 2025
111
Strategic report
Corporate governance
Financial statements
Additional information
for the year ended 31 March 2025
Going concern
continued
The Minimum EBITDA and FCCR covenants are required to be tested monthly from May 2025. If after
twelve months of the start of the facility agreement, testing has been compliant with covenants in the two
previous quarters then covenant testing will only be required on a quarterly basis. The CAPEX covenant is
required to be tested annually from 31 March 2026. The Group has complied with the minimum EBITDA
and FCCR financial covenants for the testing periods up to the date of signing the financial statements,
being May, June and July 2025.
The deficit recovery plan agreed with the Trustees of the UK defined benefit pension scheme as part of
the triennial valuation to 31 March 2024 includes an annual schedule of contributions of £3.5m through to
31 March 2029 and thereafter annual contributions of £5.8m indexed at 3.5% through to 31 March 2037.
Contributions are funded from cash generated by operations and have been reflected in the cash flow and
covenant forecasts reviewed by the Directors.
The Group is subject to a number of key risks and uncertainties, as detailed in the principal risks and
uncertainties section on pages 49 to 55. Mitigation actions to address the risks are also set out in that
section of the report. These risks and uncertainties have been considered in the base case and downside
sensitivities and have been modelled accordingly. The specific climate-related matters set out in the TCFD
section on pages 34 to 39 have been considered and they are not expected to have a significant impact on
the Group’s going concern assessment.
The Group has prepared a forecast of financial projections for the three-year period to 31 March 2028.
The forecast underpins the going concern assessment, which has been made for the period through
to December 2026, being 21 months after the year end, consistent with the previous going concern
assessment and 16 months from when the financial statements are authorised for issue. The Directors
have reviewed cash flow and covenant forecasts over this period considering the Group’s available
borrowing facilities and the terms of the arrangements with the Group’s lender and the UK defined
benefit pension scheme.
The base case reflects the forecast of financial projections prepared by the Group for the three-year
period to 31 March 2028 and includes assumptions around revenue growth, modest improvement in
margins, consistent working capital trends and stable interest rates. The forecast shows adequate
headroom and supports the position that the Group can operate within its available borrowing facilities
and covenants throughout this period.
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 but plausible downside scenarios.
These sensitivities attempt to incorporate identified risks set out in the principal risks and uncertainties
section of this report.
Plausible downside sensitivities include a range of scenarios modelling the financial effects of a reduction
in forecast revenue of 3% with a consistent percentage decline in variable costs, a reduction in gross
margin of 1% and a 1% increase in interest rates. At the point at which the underlying operating target is not
achieved, management bonuses are not payable.
The downside scenario modelling factors this in but did not allow for the benefit of any other action
that could be taken by management to mitigate the impact of the downside scenarios. Under the three
plausible downside scenarios modelled, the Group continues to meet minimum covenant requirements in
the next 16 months, although with reduced headroom.
The Directors also assessed, as part of its reverse stress testing, what level of downside impact the Group
could sustain on these three scenarios, before it breaches its financial covenants. A reduction in forecast
revenue of 7% with a consistent percentage decline in variable costs, or a reduction in gross margin of 3%,
again without any mitigations beyond the non-payment of management bonuses, would lead to covenant
breaches. Two additional severe but plausible downside scenarios have also been modelled, reflecting a
reduction in forecast revenue of 10% with a consistent percentage decline in variable costs and a reduction
in gross margin of 5%. These scenarios result in breaches of both the FCCR and Minimum EBITDA
covenants. In such circumstances, mitigating actions available to the Group are the deferral or cancellation
of capital expenditure and the reduction in non-variable costs. A combination of these actions, at levels
that the Directors believe is attainable, offset the impact of the severe but plausible downside scenarios
to bring both covenants back within threshold. The increase in interest rates required to breach the FCCR
covenant is so significant that it is not considered plausible.
The Group is not exposed to high-risk sectors or countries but is dependent on 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 49 to 55.
It should be noted that the Group is operating in a period of material geopolitical and macroeconomic
uncertainty. The Directors continue to monitor these risks and their plausible impact, however, their
potential severity is dependent upon many external factors and is difficult to predict. Accordingly, the
actual financial impact of these risks may materially differ from the Directors’ current view of their impact.
At 31 March 2025, the Group reports net liabilities of £11.8m (31 March 2024: net assets £3.1m).
The decrease is largely attributable to the £14.6m increase in the IAS 19 valuation of the UK defined
benefit pension liability. The Group also reports a net current liability position of £10.0m at that date
(31 March 2024: net current assets £9.3m). The presentation of current and non-current liabilities is
affected by the requirement to show at 31 March 2025 the full £21.2m HSBC term loan owing at that time
within current liabilities as, at that date, the facility had an expiry date of 31 December 2025.
On the basis that the HSBC facility was fully extinguished in April 2025 by drawings made on the BZ facility
and that future pension contribution payments to the UK defined benefit pension scheme are defined
by the 2024 deficit recovery plan, established at the time of the triennial Scheme valuation at amounts
that are considered manageable by the Directors rather than by the IAS 19 valuation, the balance sheet
presentation of net liabilities and net current liabilities at 31 March 2025 does not affect the Group's ability
to meet its third party liabilities over the going concern period.
for the year ended 31 March 2025
1 Basis of preparation
continued
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Notes to the consolidated financial statements
Going concern
continued
On the basis of the base case forecast and the severe but plausible downside sensitivity testing, the
Directors have determined that it is reasonable to assume that the Group will continue to operate within
available borrowing facilities and adhere to the covenant tests to which it is subject throughout at least the
16 month period from the date of signing the financial statements through to December 2026.
Accordingly, these financial statements are prepared on a going concern basis.
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.
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. An entity is controlled by the Group regardless
of the level of the Group’s equity interest in the entity, when the Group is exposed, or has the rights, to
variable returns from its involvement with the entity and has the ability to affect those returns through its
power over the entity. 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 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.
Goodwill is allocated to cash generating units and is subject to an annual impairment review, with any
impairment losses being recognised immediately in the income statement.
Any goodwill arising on the acquisition of an overseas subsidiary is retranslated at the balance sheet date.
d) Other intangible assets
Intangible assets that are acquired by the Group are stated at cost less accumulated amortisation (see
accounting policy e) and impairment losses (see accounting policy v).
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical
knowledge and understanding, is recognised in the income statement as an expense as incurred.
Expenditure on development activities, whereby research findings are applied to a plan or design for
the production of new or substantially improved products and processes, is capitalised if the product
or process is technically and commercially feasible and the Group has sufficient resources to complete
development. The expenditure capitalised includes the cost of materials, direct labour and an appropriate
proportion of overheads. Other development expenditure is recognised in the income statement as an
expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation
(see accounting policy e) and impairment losses (see accounting policy v).
Expenditure on internally generated goodwill and brands is recognised in the income statement as an
expense as incurred.
Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future
economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as
incurred.
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Notes to the consolidated financial statements
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1 Basis of preparation
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Accounting policies
continued
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
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 estimated useful economic lives:
Freehold buildings
20 - 50 years
Plant and equipment
3 - 12 years
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, plant and
equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and
adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be
readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental
borrowing rate as the discount rate.
The Group determines its incremental borrowing rate by obtaining interest rates from various external
financing sources and makes certain adjustments to reflect the terms of the lease and the type of
asset leased.
Lease payments included in the measurement of the lease liability comprise the following:
fixed payments, including in-substance fixed payments;
variable lease payments that depend on an index or a rate, initially measured using the index or rate
as at the commencement date;
amounts expected to be payable under a residual value guarantee; and
the exercise price under a purchase option that the Group is reasonably certain to exercise, lease
payments in an optional renewal period if the Group is reasonably certain to exercise an extension
option, and penalties for early termination of a lease unless the Group is reasonably certain not to
terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a change in
the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group
changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a
revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying
amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use
asset has been reduced to zero.
The Group presents right-of-use assets in “property, plant and equipment” and lease liabilities in “loans and
borrowings” in the statement of financial position.
Short-term leases and leases of low-value assets
The Group leases office and IT equipment with contract terms typically between one and ten years.
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value
assets and short-term leases with a duration of 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.
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Notes to the consolidated financial statements
for the year ended 31 March 2025
1 Basis of preparation
continued
Accounting policies
continued
h) Borrowings
The Group measures all debt instruments (whether financial assets or liabilities) initially at fair value, which
equates to the principal value of the consideration paid or received. Subsequent to initial measurement,
debt instruments are measured at amortised cost using the effective interest method. Transaction costs
(any such costs incremental and directly attributable to the issue of the financial instrument) are included in
the calculation of the effective interest rate and are amortised over the life of the instrument.
Debt instruments denominated in foreign currencies are revalued using period end exchange rates, see
accounting policy t)v.
Borrowings are classified as current liabilities unless the Group has a substantive right, at the end of the
reporting period, to defer settlement of the liability for at least twelve months. The classification is based
solely on rights in place at the reporting date, regardless of expectations or subsequent events.
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 5.
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/or as performance obligations are satisfied.
The Group sometimes enters into transactions involving a range of the Group’s products and services,
which in the CTP segment would be for design, engineering and production manufacturing.
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.
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.
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) Financing revenue and expenses
Financing revenue and expenses comprise interest payable on borrowings calculated using an
approximation 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 payable is a combination of principal interest and amortised arrangement fees at each reporting
date. The resulting charge is tested against the effective interest rate method to demonstrate they are
materially in line.
Interest payable and receivable is recognised in the income statement as it accrues, using the effective
interest method.
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Notes to the consolidated financial statements
for the year ended 31 March 2025
1 Basis of preparation
continued
Accounting policies
continued
q) Cash and cash equivalents
Cash and cash equivalents comprise cash balances, cash deposits and bank overdrafts. Cash deposits are
those with original maturities of three months or less that are readily convertible to known amounts of cash
and subject to an insignificant risk of changes in value.
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 purposes of the statement of cash flows.
Bank overdrafts are presented separately as borrowings within current liabilities in the statement of financial
position and are not offset against cash balances, irrespective of whether the overdraft facility is subject to
a netting arrangement or a £nil net limit.
r) Taxation
Income tax on 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
research and development expenditure. The Group accounts for such allowances as tax credits, which
means that the allowance reduces the tax payable.
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 21.
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
as incurred.
Payments to the defined contribution pension scheme 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.
1 Basis of preparation
continued
Accounting policies
continued
t) Financial instruments
continued
ii) Classification and subsequent measurement
continued
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Notes to the consolidated financial statements
for the year ended 31 March 2025
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.
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 settled, discharged or
cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and the
cash flows of the modified liability are substantially different, in which case a new financial liability based on
modified terms is recognised at fair value. On derecognition of a financial liability, the difference between
the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or
liabilities assumed) is recognised in profit or loss.
iv) Offsetting
Financial assets and financial liabilities are offset and the net amounts presented in the statement of
financial position when, and only when, the Group currently has a legally enforceable right to set off
the amounts and it intends to settle them on a net basis or to realise the asset and settle the liability
simultaneously.
v) Hedge accounting
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 liability 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
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 year-end 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.
i) Non-financial assets
continued
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. The carrying value of goodwill
at 31 March 2025 is allocated wholly to the CTP cash generating unit.
ii) Financial assets
The Group applies the simplified approach to measuring expected credit losses, as permitted by IFRS 9.
Under this approach, loss allowances are measured at an amount equal to lifetime expected credit losses
(“ECLs”) for:
financial assets measured at amortised cost; and
contract assets (as defined in IFRS 15).
While cash and cash deposits are also subject to the impairment requirements of IFRS 9, the identified
impairment loss was immaterial.
Under the simplified approach, the Group recognises lifetime ECLs from the point of initial recognition of
trade receivables and contract assets. Immediately after an individual trade receivable or contract asset
is assessed to be unlikely to be recovered, an impairment is recognised as the difference between the
carrying amount of the receivable and the present value of estimated future cash flows. Customer-specific
factors are considered when identifying impairments, which can include the geographic location and credit
rating of a customer.
Where there are no specific concerns over recovery, other than the increasing age of a trade receivable
or contract asset balance past payment terms, the Group uses a provision matrix, where provision rates
are based on days past due. The provision matrix used reflects estimates based on past experience,
current economic factors and consideration of forward-looking estimates of economic conditions.
Trade receivables and contract assets are written off where there is no reasonable expectation of recovery.
Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a
debtor to engage in a repayment plan with the Group, and a failure to make contractual payments for a
period of greater than 120 days past due.
w) Non-underlying items
In order for users of the accounts to better understand the underlying (defined on page 197) 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 non-underlying 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, profits, losses and associated costs arising
on the disposal of surplus properties and businesses, litigation costs and material bad debts.
x) Segment reporting
Segmental information is presented on the same basis as that used for internal reporting to the chief
operating decision maker. Since 31 March 2024, the Group’s Aerospace Division has been combined with
the Specialised Optics business to form the Speciality segment.
y) Provisions
A provision is recognised when the Group has a present legal or constructive obligation as a result of a past
event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the
amount can be reliably estimated.
Provisions are measured by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments and the risks specific to the liability, where the effect of discounting is material.
z) Current versus non-current disclosure
Current assets are generally assets due to be received within twelve months of the reporting date. Current
liabilities are generally those which are due to be settled within twelve months of the reporting date, or
where the Group does not have a substantive right to defer settlement for at least twelve months after the
reporting date. All other assets/liabilities are classified as non-current unless they are held primarily for the
purpose of trading.
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 &
Risk Committee. These should be read in conjunction with the significant accounting policies provided in
the notes to the financial statements.
for the year ended 31 March 2025
1 Basis of preparation
continued
Accounting policies
continued
v) Impairment
continued
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Additional information
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Notes to the consolidated financial statements
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Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
2 Accounting estimates and judgements
continued
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 borrowing facilities and in accordance with related lender covenants for at least
16 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
Note 13 contains information about management’s estimates of the recoverable amount of cash
generating units and their risk factors.
Key judgements
Management has applied judgement in determining that the net carrying value of goodwill at
31 March 2025 of £21.7m (31 March 2024: £22.0m) is allocated to the CTP cash generating unit. The CTP
segment is deemed to be the smallest cash generating unit with an identifiable group of assets which
generate cash inflows largely independent of the cash inflows from other assets or groups of assets. The
basis of this conclusion is that there are a number of senior global CTP roles with executive powers over the
segment rather than there being site-level management teams operating autonomously; also, customer
contracts are often held globally and served from multiple sites.
Key sources of estimation uncertainty
The Group tests whether goodwill has suffered any impairment and considers whether there is any
indication of impairment either of this or other assets on at least an annual basis. As set out in more detail
in note 13, 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 13.
Defined benefit pension assumptions
Note 21 contains information about management’s estimate of the net liability for defined benefit
obligations and their risk factors. The UK defined benefit pension liability at 31 March 2025 amounts to
£51.7m (31 March 2024: £37.2m).
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 21.
In the year to 31 March 2022 and the year to 31 March 2021, the Scheme introduced a right for members
to Pension Increase Exchange (“PIE”) and a Bridging Pension Option respectively. Having taken actuarial
advice, management exercised judgement that, for each, 40% of members would take the options 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.
Leases
There are imputed interest rates in lease liability calculations and certain leases contain break options.
Key judgements
Lease liabilities are measured initially at the present value of the lease payments discounted using the
rate implicit in the lease, or where not readily determinable as is generally the case, using the incremental
borrowing rate. This requires management to apply judgement.
Management has applied judgement when determining the expected certainty that a break option
within a lease will be exercised. Note 4 details the amount by which lease liabilities would decrease if the
Group were to exercise break options that at 31 March 2025 management are reasonably certain will not
be exercised as well as the amount by which lease liabilities have been adjusted where management are,
at 31 March 2025, reasonably certain that break options will be exercised.
Revenue recognition
As revenue from Design & 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. See note 5 for information on contract balances at 31 March 2025.
Key judgements
Revenue recognised on contracts in the CTP segment requires management to use judgement to
apportion contract revenue to the Design & Engineering obligations; a cost plus basis is usually applied.
Key sources of estimation uncertainty
Revenue recognised on Design & Engineering contracts requires management to estimate the remaining
costs to complete the performance obligations in order to determine the percentage of completion
and revenue in respect of those obligations. Costs to complete are reviewed throughout the life of each
contract and determined through consultation with the contract engineers. Changes to this estimate will
therefore impact the amount of revenue and profit recognised.
If costs to complete were 5% higher or lower than estimated at 31 March 2025, the impact to the Group
operating profit would be £0.3m lower or higher respectively.
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Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
2 Accounting estimates and judgements
continued
Recognition of deferred tax assets
Note 20 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 and the US against
which to relieve deferred tax assets. The Group has concluded that deferred tax assets of £0.6m, net of
off-setting deferred tax liabilities, which mostly relate the Group’s US subsidiaries, will be recovered in the
future. See below for the key sources of estimation uncertainty considered when reaching this conclusion.
In the UK, with the exception of a £0.3m deferred tax asset which is available to offset against a deferred tax
liability for the same amount arising on historic property valuations (31 March 2024: £0.3m), management
has applied judgement to determine that no UK deferred tax assets will be recognised at either year-end.
Key sources of estimation uncertainty
As the majority of the Group’s deferred tax assets are in its US subsidiaries, management has prepared an
estimate of the future taxable income of its subsidiary trading company, CTP Carrera Inc. This estimate
is based upon the Board-approved budget and three-year business plan. All other things equal, forecast
EBIT could decrease by approximately 59% over the three years, before the deferred tax asset is at risk
of not being recovered within that three-year period. A similar working has been prepared for the UK
trading subsidiaries, including the plc company; however, as there is minimal headroom to cover any
reduction in EBIT of the trading entities, management does not believe that a UK deferred tax asset can
be supported currently.
Classification of non-underlying items
Note 8 contains information about items classified as non-underlying.
Key judgements
Management has exercised judgement over whether items are non-underlying as set out in the Group’s
accounting policy 1w.
Dilapidation provisions
The Group has recognised provisions for dilapidation obligations relating to certain leased properties,
which involves both management judgement and estimation uncertainty.
Key judgements
Management applies judgement when determining whether a present obligation exists under lease
agreements for the restoration of leased premises to their original condition. This includes evaluating
lease terms and conditions to assess whether a dilapidation obligation is legally or constructively
enforceable. Having completed this evaluation, management have concluded that there is a present
obligation for dilapidations under existing lease agreements at 31 March 2025 and, as such, provision
has been made, see note 22.
Key sources of estimation uncertainty
The measurement of dilapidation provision requires estimation of the future costs to be incurred at the end
of lease terms, which may be several years in the future. These estimates are based upon management’s
assessment of likely work required, historical experience, current market rate, and, where necessary,
independent third-party reports. The amount and timing of the resulting cash outflows are inherently
uncertain and subject to change as leases near expiry or conditions change.
A 10% increase or decrease in estimated costs would equate to approximately £0.1m corresponding
change in the year-end provision.
3 Segment reporting
The Group is organised into two, separately managed, business segments – CTP and Speciality. These
are the segments for which summarised management information is presented to the Group’s chief
operating decision maker (comprising the Main Board and Executive Committee). Since 31 March 2024,
the Group’s Aerospace segment has been combined with the Specialised Optics business to form the
Speciality segment. This move leverages Aerospace’s established expertise and leadership to strengthen
Optics’ focus on short-series, value-added solutions in niche markets and will maximise synergies for both
businesses. Previously, the Specialised Optics business was operated as part of the CTP UK business and
was hence part of the CTP segment. The prior year comparatives for 31 March 2024 have been restated to
reflect this change. There is no change to the total Group in that year.
The CTP segment supplies value-adding engineered solutions from mould design, automation
and production to assembly and printing, for the life science and precision component industries.
This business operates internationally in a fast-growing and dynamic market underpinned by rapid
technological development.
The Speciality segment delivers precise and durable components for the safety and performance of
aircraft manufacturing, aerospace and optical industries.
Central costs relate to the cost of running the Group, plc and non-trading companies.
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Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
3 Segment reporting
continued
Analysis by business segment
The segment results for the year ended 31 March 2025 were as follows:
CTP
Speciality
Central
Total
£000
£000
£000
£000
Consolidated income statement
Continuing operations:
External revenue
106,998
14,221
121,219
External expenses
(94,670)
(11,420)
(5,291)
(111,381)
Underlying
1
operating profit/(loss)
12,328
2,801
(5,291)
9,838
Non-underlying operating items
45
(2,303)
(2,258)
Operating profit/(loss)
12,373
2,801
(7,594)
7,580
Net finance expense
(4,928)
Income tax expense
(1,780)
Profit for the year
872
Consolidated statement of financial position
Segment assets
83,295
9,691
4,049
97,035
Segment liabilities
(27,393)
(3,311)
(78,171)
(108,875)
Net assets/(liabilities)
55,902
6,380
(74,122)
(11,840)
Other segmental information
Capital expenditure on property, plant and equipment
1,899
547
2
2,448
Capital expenditure on computer software
49
49
Depreciation
5,961
411
84
6,456
Reversal of impairment of property, plant and equipment
(209)
(209)
Amortisation of intangible assets
8
12
67
87
1.
See the glossary on page 197.
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Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
3 Segment reporting
continued
Analysis by business segment
continued
The segment results for the year ended 31 March 2024 were as follows:
Restated
1
Restated
1
CTP
Speciality
Central
Total
£000
£000
£000
£000
Consolidated income statement
Continuing operations:
Revenue
120,792
11,880
132,672
Expenses
3
(111,875)
(9,771)
(4,469)
(126,115)
Underlying
2
operating profit/(loss)
3
8,917
2,109
(4,469)
6,557
Non-underlying operating items
(3,014)
(295)
(1,548)
(4,857)
Operating profit/(loss)
3
5,903
1,814
(6,017)
1,700
Net finance expense
(5,587)
Income tax credit
498
Loss for the year
3
(3,389)
Consolidated statement of financial position
3
Segment assets
96,533
7,408
1,808
105,749
Segment liabilities
(32,617)
(1,750)
(68,292)
(102,659)
Net assets/(liabilities)
63,916
5,658
(66,484)
3,090
Other segmental information
Capital expenditure on property, plant and equipment
6,701
620
166
7,487
Capital expenditure on computer software
95
95
Depreciation
3
7,344
423
92
7,859
Net impairment of property, plant and equipment
1,892
1,892
Amortisation of intangible assets
93
70
163
1.
Since 31 March 2024, the Group’s Aerospace segment has been combined with the Specialised Optics business to form the Speciality segment. Previously, the UK Specialised Optics business was part of the CTP segment. Prior year comparatives
have been restated to reflect this change. The impact of the restatement has been to increase the Speciality segment revenue, expenses, underlying operating profit, non-underlying operating items and operating profit by £4.2m, £3.8m, £0.4m,
£0.2m and £0.2m respectively, with decreases to the CTP segment of the same amounts. The Speciality segment assets and liabilities have increased by £2.4m and £0.7m respectively, resulting in an increase to net assets of £1.7m with an equal
but opposite adjustment to the CTP segment assets and liabilities.
2. See the glossary on page 197.
3. See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior period restatement.
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Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
3 Segment reporting
continued
Analysis by geographical segment
The business operates across the following geographical regions – the United Kingdom, North America, France and in lower-cost regions including the Czech Republic, China and India.
The geographical analysis was as follows:
Expenditure on tangible
External revenue
Net segment (liabilities)/assets
and intangible fixed assets
Restated
2
Restated
1,2
Restated
2
2025
2024
2025
2024
2025
2024
£000
£000
£000
£000
£000
£000
United Kingdom
10,012
10,084
(51,342)
(39,576)
763
1,980
Rest of Europe
30,486
26,198
11,607
12,362
87
648
North America
44,230
68,474
20,840
21,846
266
4,867
Rest of world
36,491
27,916
7,055
8,458
1,381
87
121,219
132,672
(11,840)
3,090
2,497
7,582
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
2. The prior year comparatives have been restated to present Rest of Europe from Rest of world in order to provide a more granular analysis.
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 assets and liabilities are retirement benefit obligation net liability of £51.7m (31 March 2024: £37.2m), and net borrowings of £20.6m (31 March 2024: £24.3m).
One customer accounted for 36.1% (31 March 2024: 41.1%), another for 16.3% (31 March 2024: 13.3%) and a third for 14.4% (31 March 2024: 9.2%) of Group revenues and similar proportions of trade receivables.
No other customer accounted for more than 10% of Group revenues in the year.
Deferred tax assets by geographical location are as follows: United Kingdom £nil (31 March 2024: £nil), Rest of Europe £nil (31 March 2024: £nil), North America £0.5m (31 March 2024: £0.8m), Rest of world £0.1m
(31 March 2024: £0.1m).
Total non-current assets by geographical location are as follows: United Kingdom £19.5m (31 March 2024: £20.6m), Rest of Europe £10.7m (31 March 2024: £10.8m), North America £23.5m (31 March 2024: £26.3m),
Rest of World £5.3m (31 March 2024: £5.4m).
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Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
4 Leases
The Group’s leases are principally for warehouse and manufacturing facilities and assets, with a small number of vehicles and other equipment.
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 14).
Plant and
Land and buildings
equipment
Total
£000
£000
£000
Balance at 1 April 2023
6,207
6,244
12,451
Prior year restatement
1
420
420
Balance at 1 April 2023 restated
6,627
6,244
12,871
Depreciation charge for the year – restated
1
(2,458)
(1,084)
(3,542)
Additions to right-of-use assets
2,272
2,289
4,561
Assets transferred to right-of-use assets from owned property, plant and equipment
578
154
732
Derecognition of right-of-use assets
(70)
(25)
(95)
Reassessment of lease term
(1,310)
(1,310)
Impairment to right-of-use assets
(116)
(1,466)
(1,582)
Reclassification of assets
(153)
153
Effect of movements in foreign exchange
(122)
(63)
(185)
Balance at 31 March and 1 April 2024 – restated
1
5,248
6,202
11,450
Depreciation charge for the year
(1,914)
(583)
(2,497)
Additions to right-of-use assets
1,303
121
1,424
Assets transferred to/(from) right-of-use assets
202
(283)
(81)
Derecognition of right-of-use assets
(66)
(66)
Effect of movements in foreign exchange
(39)
(106)
(145)
Balance at 31 March 2025
4,734
5,351
10,085
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
Notes to the consolidated financial statements
for the year ended 31 March 2025
4 Leases
continued
Amounts recognised in the statement of financial position
continued
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Additional information
continued
i) Right-of-use assets
continued
The £0.1m derecognition of right-of-use assets in the year to 31 March 2025 is the net loss from exiting
the Tucson, Arizona, US properties and exit from the leased offices in Ossett, UK following relocation of
the Group’s registered office to Mitcham, UK. This has been recognised as a non-underlying restructuring
cost in the year.
Net £0.1m of right-of-use assets were transferred to owned assets.
As a result of the decision in the prior year to close the Tucson, Arizona, US facility, it was deemed by
management that at 31 March 2024 there was reasonable certainty that the exit options within two of
the property leases at that location would be exercised. As such, the lease liability was remeasured with
a corresponding adjustment recognised against the right-of-use assets of £1.3m in that year. Further, an
impairment of £0.1m was recognised as a non-underlying charge, classified as rationalisation costs in note
8, to impair the properties to value in use based upon expected closure date.
The prior year impairment to plant and equipment of £1.5m included £0.9m in respect to assets obtained
for production on a leading global OEM customer who in December 2022 gave notice that they would not
be proceeding into the production phase of their project. The announcement of the intended closure of
the Tucson facility led to the recognition of a £0.6m impairment disclosed within non-underlying items.
ii) Lease liabilities
Lease liabilities have been presented as loans and borrowings, see note 19.
Amounts recognised in the income statement
Restated
1
2025
2024
£000
£000
Interest on lease liabilities
679
1,042
Expenses relating to short-term leases
3
19
Depreciation and impairment expense on right-of-use assets
2,497
5,124
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
Amounts recognised in the consolidated statement of cash flows
2025
2024
£000
£000
Total cash outflow for leases
4,228
3,659
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 break options, would
result in a decrease in lease liabilities of £1.2m (31 March 2024: decrease: £0.8m).
5 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 from mould design, automation
and production, to assembly and printing for the life science and precision component industries.
This business operates internationally in a fast-growing and dynamic market underpinned by rapid
technological development. CTP revenues comprise two typical project types: Manufacturing
Solutions and Design & Engineering.
Manufacturing Solutions
The majority of the CTP business is in manufacturing injection moulded products.
Control of manufactured finished goods transfers to customers on delivery. 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 & 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 & Engineering and Manufacturing Solutions performance
obligations. In most cases transaction price is as per the contracted agreement. There is no significant
variable consideration.
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Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
5 Revenue from contracts with customers
continued
a) Nature of goods and services
continued
ii) Speciality segment:
The Speciality segment delivers precise and durable components for the safety and performance of aircraft manufacturing, aerospace and optical industries.
Control of manufactured finished goods transfers to customers on delivery. Revenue is recognised at a point in time, on delivery of individual manufactured products to customers.
b) Disaggregation of revenue
Restated
1
Restated
1
CTP
CTP
Speciality
Speciality
Total
Total
2025
2024
2025
2024
2025
2024
Continuing operations:
£000
£000
£000
£000
£000
£000
Major products/service lines
Manufacturing Solutions
93,443
99,222
14,221
11,880
107,664
111,102
Design & Engineering
13,555
21,570
13,555
21,570
106,998
120,792
14,221
11,880
121,219
132,672
Timing of revenue recognition
Products transferred at a point in time
93,552
99,391
14,221
11,880
107,773
111,271
Products and services transferred over time
13,446
21,401
13,446
21,401
106,998
120,792
14,221
11,880
121,219
132,672
1.
Since 31 March 2024, the Group’s Aerospace segment has been combined with the Specialised Optics business to form the Speciality segment. Previously, the Specialised Optics business was part of the CTP segment. Prior year comparatives
have been restated to reflect this change. The impact of the restatement on the prior year is an increase to Speciality revenue of £4.2m and a decrease of the same amount from CTP Manufacturing Solutions revenue. See note 3 for more
information.
Refer to note 3 for information on reliance on major customers.
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Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
5 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.
2025
2024
£000
£000
Trade receivables (see note 17)
10,575
14,493
Contract assets (see note 16)
1,721
1,663
Contract liabilities
(1,624)
(2,998)
10,672
13,158
Contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the reporting date on its Design & Engineering contracts in the CTP segment.
Contract liabilities relate to the advance consideration received from customers before the related revenue has been recognised; this applies to Design & Engineering contracts in the CTP segment.
The following table provides information about revenue recognised in the current year that was included in the contract liability balance at the beginning of the year:
2025
2024
£000
£000
Revenue recognised
2,831
4,604
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
2026
2027
£000
£000
Design & Engineering
2,876
590
e) Significant payment terms
Design & 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 validation.
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.
Carclo plc
Annual report and accounts 2025
127
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
6 Operating profit
Operating profit from continuing operations is arrived at as follows:
Restated
1
2025
2024
£000
£000
Revenue
121,219
132,672
Decrease in stocks of finished goods and work in progress
305
274
Raw materials and consumables
47,371
60,297
Personnel expenses (see note 7)
36,142
38,642
Impairment loss/(credit) on trade and other receivables, including
contract assets (see note 17)
105
(43)
Amortisation of intangible assets (see note 13)
87
163
Depreciation of property, plant and equipment (see note 14)
6,456
7,859
Rent
82
593
Rates
703
771
Power
4,386
2,702
Carriage
1,585
1,853
Repairs and maintenance
2,437
2,779
Insurance
868
691
Computer costs
2,853
2,605
Restated
1
2025
2024
£000
£000
Auditor’s remuneration:
Fees payable to the Company’s auditor for the audit of the
Company’s annual accounts
275
280
Fees payable to the Company’s auditor for overruns in respect to
the prior year
46
150
Fees payable to the Company’s auditor and its associates for other
services:
The audit of the Company’s subsidiaries, pursuant to legislation
499
160
Audit-related assurance services
46
42
Total auditor’s remuneration
866
632
Non-underlying items: (see note 8)
Refinancing costs
2,137
433
Rationalisation costs
122
3,360
Settlement of legacy claims
(1)
(284)
Past service cost in respect to retirement benefits
1,020
Net costs arising from cancellation of future supply agreement
188
Doubtful debt and related inventory provision
140
Total non-underlying items
2,258
4,857
Foreign exchange losses
133
63
Pension scheme administration costs
702
832
Other operating charges
2
6,300
5,402
113,639
130,972
Operating profit
7,580
1,700
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
2. Other operating charges includes other general costs relating to running the business, e.g. travel, welfare, telephone,
training, printing and stationery etc.
Non-underlying items are set out in note 8. Rationalisation costs include £0.7m of employee-related costs,
of which £0.3m is in respect of pension scheme administration costs and other rationalisation costs of
£0.4m, less the reversal of £1.0m of previously provided costs following closure of the Tucson facility.
Carclo plc
Annual report and accounts 2025
128
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
7 Personnel expenses
2025
2024
£000
£000
Wages and salaries
30,725
33,114
Social security contributions
3,725
3,854
Charge in respect of defined contribution pension plans
1,248
1,201
Charge in respect of other pension plans
412
424
Share-based payments (see note 24)
32
49
36,142
38,642
Non-underlying credit regarding past service costs
(see notes 8 and 21)
1,020
36,142
39,662
Redundancy costs arising from Group restructuring of £0.4m (2024: £0.5m) and £0.3m of other
personnel costs (2024: £nil) are excluded from the above analysis and are included within rationalisation
costs, part of non-underlying items, as set out in note 8.
Directors’ remuneration and emoluments, which are included in this analysis, are described in the
Directors’ remuneration report on pages 73 to 93.
No options vested under the PSP scheme during the year or during the comparative year, therefore there
were no gains made by the Directors to disclose. The Group recognised a net charge of £0.03m in the
consolidated income statement in the year to 31 March 2025 (2024: £0.05m charge) for share-based
payments. As well as adjusting for awards forfeited by leavers, the cumulative charge recognised over
the vesting period requires 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.
The average monthly number of persons employed by the Group during the year was as follows:
Restated
1
2025
2024
Number of
Number of
employees
employees
By segment
Central
21
19
CTP
846
954
Speciality
91
86
958
1,059
By geographic location
United Kingdom
325
295
North America
278
403
Rest of Europe
111
100
Rest of world
244
261
958
1,059
1.
Since 31 March 2024, the Group’s Aerospace segment has been combined with the Specialised Optics business to
form the Speciality segment. Previously, the Specialised Optics business was part of the CTP segment. Prior year
comparatives have been restated to reflect this change.
Carclo plc
Annual report and accounts 2025
129
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
8 Non-underlying items
2025
2024
£000
£000
Continuing operations
Refinancing costs
(2,137)
(433)
Rationalisation costs
(122)
(3,360)
Settlement of legacy claims
1
284
Past service cost in respect of retirement benefits
(1,020)
Net costs arising from cancellation of future supply agreement
(188)
Doubtful debt and related inventory provision
(140)
(2,258)
(4,857)
The cash element of non-underlying items is a net outflow of £3.3m (2024: £0.6m). This is greater than
the net non-underlying expense of £2.3m as the net expense includes the release of a £1.0m balance
sheet provision.
Refinancing costs of £2.1m are legal and professional costs incurred by the Group, until 14 February
2025, on which date the Carclo plc Board of Directors agreed BZ Commercial Finance DAC (“BZ”) as the
preferred lender with whom the Group subsequently completed its refinancing on 24 April 2025, see note 31.
Costs incurred after 14 February 2025 on the refinancing arrangement are deemed by the Group as directly
attributable to the refinancing with BZ and £0.9m has been recognised within prepayments at 31 March 2025.
In the accounts for the year ending 31 March 2026, the prepaid amounts will be reclassified to capitalise
against the BZ loan balance and will be amortised over the term of the lending facility.
Rationalisation costs of £0.1m incurred during the year to 31 March 2025 relate to the restructuring of
the Group. This is largely costs and credits arising from the US facility closures as part of the turnaround
plan and includes the following: £0.7m employee related costs for severance and retention bonuses,
£0.4m other closure related costs including costs to relocate plant and equipment, less £1.0m of balance
sheet credits being £0.7m provisions and property lease liabilities released following surrender of the
leased properties at the Tucson, Arizona facility and £0.3m for the reversal of asset provisions booked at
31 March 2024 no longer required (£0.2m plant and equipment, see note 14 and £0.1m inventory provision
as the inventory was sold at cost during the year, see note 15). Prior year costs were similar in nature,
including a combination of employee redundancy costs, site closure provisions and asset impairments.
Credits in the current and prior periods on settlement of legacy claims are the release of provisions
booked for specific claims that have not been fully utilised following final settlement.
During the prior year, the Trustees of the Carclo Group Pension Scheme identified that a group of
members required an adjustment to their benefits in respect of the requirement to provide equal benefits
to males and females following the Barber judgement in 1990. In summary, the adjustment consisted of
decreasing the normal retirement age from 65 to 60 for some members’ benefits for some elements of
service after 17 May 1990. This resulted in additional liabilities in the Scheme which were accounted for as a
£1.0m past service cost in the income statement (approximately 0.8% of liabilities).
Prior period net costs arising from cancellation of future supply agreement relate to a customer who gave
notice in December 2022. There have been no further costs in the current year.
In the financial year to March 2024, a customer of the CTP Division provided notice that it would cease to
operate. Provision was made at the time for assets not expected to be recovered through credit insurance
with a final provision being recognised in the prior year of £0.1m. The provision has been fully utilised and
there have been no further costs in the current year.
9 Finance revenue and expense
2025
2024
£000
£000
Continuing operations
Finance revenue comprises:
Interest receivable on cash and cash deposits
535
424
Other interest
36
Finance revenue
571
424
Finance expense comprises:
Interest payable on bank loans and overdrafts
(3,075)
(3,141)
Lease interest
(679)
(1,042)
Interest on the net defined benefit pension liability
(1,745)
(1,826)
Other interest
(2)
Finance expense
(5,499)
(6,011)
Net finance expense
(4,928)
(5,587)
Carclo plc
Annual report and accounts 2025
130
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
Strategic report
Corporate governance
Financial statements
Additional information
10 Income tax (expense)/credit
The income tax (expense)/credit recognised in the consolidated income statement comprises:
2025
2024
£000
£000
United Kingdom corporation tax:
Current tax
Adjustments for prior years
(13)
(22)
Overseas taxation:
Current tax
(1,379)
(942)
Adjustments for prior years
(1)
(211)
Total current tax net expense
(1,393)
(1,175)
Deferred tax (expense)/credit
Deferred tax
(409)
1,419
Adjustments for prior years
13
193
Rate change
9
61
Total deferred tax (charge)/credit – see note 20
(387)
1,673
Total income tax (expense)/credit recognised in the
consolidated income statement
(1,780)
498
Reconciliation of tax (expense)/credit for the year
The Group has reported an effective tax rate
1
for the period of 67.1% (2024: 12.8%) which is above the
standard rate of UK corporation tax of 25% (2024: 25%).
The differences are explained as follows:
2025
Restated
2
2024
£000
%
£000
%
Profit/(loss) before tax
2,652
(3,887)
Income tax using standard
rate of UK corporation tax of
25% (2024: 25%)
(663)
(25.0)
972
(25.0)
Expenses not deductible for
tax purposes
(221)
(8.3)
(189)
4.9
Income not taxable
66
2.5
114
(2.9)
Adjustments in respect of
overseas tax rates
127
4.8
157
(4.0)
Unprovided deferred tax
movement
(654)
(24.7)
(732)
18.8
Adjustment to current tax
in respect of prior periods
(UK and overseas)
(14)
(0.5)
(232)
6.0
Adjustments to deferred tax
in respect of prior periods
(UK and overseas)
13
0.5
193
(5.0)
Foreign taxes expensed in
the UK
(434)
(16.4)
54
(1.4)
Rate change on deferred tax
9
0.3
61
(1.6)
Foreign exchange currency
loss
(9)
(0.3)
100
(2.6)
Total income tax
(expense)/credit
(1,780)
(67.1)
498
(12.8)
1.
See the glossary on page 197.
2. See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
Carclo plc
Annual report and accounts 2025
131
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
10 Income tax (expense)/credit
continued
Tax on items credited outside of the consolidated income statement
2025
2024
£000
£000
Recognised in other comprehensive income:
Foreign exchange movements
13
33
Total income tax credited to other comprehensive income –
see note 20
13
33
11 Earnings/(loss) per share
The calculation of basic earnings per share is based on the profit/(loss) attributable to equity holders of the
parent company divided by the weighted average number of ordinary shares outstanding during the year.
The calculation of diluted earnings per share is based on the profit/(loss) 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 result and average number of shares used in calculating the basic and diluted earnings per share are
shown below:
Restated
1
2025
2024
£000
£000
Profit/(loss) after tax
872
(3,389)
Profit/(loss) attributable to non-controlling interests
Profit/(loss) attributable to equity holders of the parent
872
(3,389)
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
2025
2024
Shares
Shares
Weighted average number of ordinary shares in the year
73,419,193
73,419,193
Effect of dilutive share options in issue
1
546,306
15,974
Weighted average number of ordinary shares (diluted) in the year for
loss per share calculation
73,965,499
73,435,167
Effect of dilutive share options in issue
2
817,049
Weighted average number of ordinary shares (diluted) in the year for
underlying earnings per share calculation
3
73,965,499
74,252,216
1.
There are 15,974 vested shares outstanding that are not yet issued. 530,332 share options granted on 21 September
2023 are included in the calculation of the weighted average number of dilutive shares for earnings per share in the
current year. The prior year excludes 817,049 share options granted on 21 September 2023 as they are anti-dilutive,
however they have been included in the calculation of underlying earnings per share.
2. In the year ended 31 March 2024, 817,049 share options granted on 21 September 2023 are included in the calculation
of underlying earnings per share.
3. See the glossary on page 197.
In addition to the above, the Company also calculates an earnings per share based on underlying profit
3
as
the Board believes this provides a more useful comparison of business trends and performance.
Carclo plc
Annual report and accounts 2025
132
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
11 Earnings/(loss) per share
continued
The following table reconciles the Group’s profit/(loss) to underlying profit after tax
1
used in calculating
underlying earnings per share:
Restated
2
2025
2024
£000
£000
Profit/(loss) attributable to equity holders of the parent
872
(3,389)
Continuing operations:
Non-underlying – Refinancing costs net of tax
2,096
433
Non-underlying – Rationalisation and restructuring costs net of tax
173
2,690
Non-underlying – Settlement in respect to legacy claims net of tax
(1)
(284)
Non-underlying – Past service cost in respect to retirement benefits
net of tax
1,020
Non-underlying – Net costs arising from cancellation of future supply
agreement net of tax
146
Non-underlying – Doubtful debt and related inventory provision
net of tax
109
Underlying profit after tax
1
attributable to equity holders of the parent
3,140
725
1.
See the glossary on page 197.
2. See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
The following table reconciles the Group’s underlying operating profit to underlying profit after tax
attributable to equity holders of the parent:
Restated
2
2025
2024
£000
£000
Underlying operating profit
1
9,838
6,557
Finance revenue
571
424
Finance expense
(5,499)
(6,011)
Income tax expense
(1,770)
(245)
Underlying profit after tax attributable to equity holders of
the parent
1
3,140
725
1.
See the glossary on page 197.
2. See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
The UK tax group is in a loss making position and deferred tax is not being recognised on those losses,
therefore the UK effective tax rate is 0.0%. The total value of non-underlying items arising within entities
which are outside of the UK tax group (US) is £0.05m. The difference between gross non-underlying items
and non-underlying items net of tax is just £0.01m as there is no tax on the UK non-underlying items, the
majority of which are within the Company.
The following table summarises the earnings per share figures based on the above data:
Restated
2
2025
2024
Pence
Pence
Basic earnings per share
1.2
(4.6)
Diluted earnings per share
1.2
(4.6)
Basic underlying earnings per share
1
4.3
1.0
Diluted underlying earnings per share
1
4.2
1.0
1.
See the glossary on page 197.
2. See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
12 Dividends paid and proposed
Under the terms of the previous HSBC borrowing facility agreement, in place up to the BZ refinancing
completed in April 2025, the Company was not permitted to make a dividend payment to shareholders up
to the period ending 31 December 2025. Under the BZ borrowing facility agreement, dividend payments
are permitted, but they require prior approval of the lender.
The current focus is on cash flow generation to support strategic growth and with the Company
currently having insufficient distributable reserves, no dividend is permitted in respect of the year ended
31 March 2025. The Board will continue to review the Group financial performance, capital allocation and
reserves regularly to determine the appropriate time for dividend payments.
Carclo plc
Annual report and accounts 2025
133
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
13 Intangible assets
Patents and
Customer-
development
related
Computer
Goodwill
costs
intangibles
software
Total
£000
£000
£000
£000
£000
Cost
Balance at 1 April 2023
24,099
16,802
588
1,952
43,441
Additions
95
95
Disposals
(356)
(356)
Effect of movements in foreign exchange
(968)
(10)
(978)
Balance at 31 March and 1 April 2024
23,131
16,802
588
1,681
42,202
Additions
49
49
Disposals
(307)
(307)
Effect of movements in foreign exchange
(339)
(7)
(346)
Balance at 31 March 2025
22,792
16,802
588
1,416
41,598
Amortisation
Balance at 1 April 2023
1,089
16,740
588
1,561
19,978
Amortisation for the year
62
101
163
Impairment
Disposals
(144)
(144)
Effect of movements in foreign exchange
15
(7)
8
Balance at 31 March and 1 April 2024
1,104
16,802
588
1,511
20,005
Amortisation for the year
87
87
Disposals
(307)
(307)
Effect of movements in foreign exchange
18
(6)
12
Balance at 31 March 2025
1,122
16,802
588
1,285
19,797
Carrying amounts
At 1 April 2023
23,010
62
391
23,463
At 31 March 2024
22,027
170
22,197
At 31 March 2025
21,670
131
21,801
Carclo plc
Annual report and accounts 2025
134
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
13 Intangible assets
continued
During the year the Group incurred research and development costs of £0.2m (2024: £0.2m) which did not
meet the criteria to be capitalised and have been included within operating expenses in the consolidated
income statement.
Impairment tests for cash generating units containing goodwill
Goodwill acquired in a business combination is allocated at acquisition to the cash generating units
(“CGUs”) that are expected to benefit from that business combination. The carrying amount of goodwill
is allocated to the Group’s principal CGUs, being the operating segments described in the operating
segment descriptions in note 3.
The carrying value of goodwill at 31 March 2025 and 31 March 2024 is allocated wholly to the CTP cash
generating unit as follows:
2025
2024
£000
£000
CTP
21,670
22,027
At 31 March 2025, 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 recoverable amount calculated exceeds the carrying amount of the CTP CGU by £33.3m,
confirming that there is no impairment of goodwill.
The value in use calculations use cash flow projections based upon financial budgets approved by the
Board covering a three-year period. Cash flows beyond the three-year period are extrapolated using
estimated growth rates of between 0.6% and 4.5% (31 March 2024: 1.5% and 4.3%) depending upon the
market served.
The cash flows were discounted at a weighted average pre-tax discount rate of 17.1% (31 March 2024:
16.9%). The discount rate is calculated and reviewed annually and is 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 7.1% (31 March 2024: 1.6%) increase in the discount rate to 24.2%
(31 March 2024: 18.5%), or a 31.5% (31 March 2024: 8.1%) 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.
14 Property, plant and equipment
Restated
1
Land and
Plant and
Restated
1
buildings
equipment
Total
£000
£000
£000
Cost
Balance at 1 April 2023
46,141
76,632
122,773
Prior year adjustment
900
900
Balance at 1 April 2023 restated
47,041
76,632
123,673
Additions
3,623
3,864
7,487
Disposals
(2,047)
(2,413)
(4,460)
Effect of movements in foreign exchange
(1,382)
(1,528)
(2,910)
Balance at 31 March and 1 April 2024
47,235
76,555
123,790
Additions
1,504
944
2,448
Disposals
(4,580)
(4,501)
(9,081)
Effect of movements in foreign exchange
(787)
(931)
(1,718)
Balance at 31 March 2025
43,372
72,067
115,439
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
Carclo plc
Annual report and accounts 2025
135
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
Restated
1
Land and
Plant and
Restated
1
buildings
equipment
Total
£000
£000
£000
Depreciation and impairment losses
Balance at 1 April 2023
20,674
56,778
77,452
Prior year restatement
480
480
Balance at 1 April 2023 restated
21,154
56,778
77,932
Depreciation charge for the year
3,982
3,877
7,859
Disposals
(2,282)
(1,472)
(3,754)
Reassessment of lease term
1,310
1,310
Impairment
116
1,850
1,966
Reversal of impairment
(74)
(74)
Effect of movements in foreign exchange
(701)
(1,149)
(1,850)
Balance at 31 March and 1 April 2024
23,579
59,810
83,389
Depreciation charge for the year
3,357
3,099
6,456
Disposals
(4,514)
(4,414)
(8,928)
Reversal of impairment
(209)
(209)
Effect of movements in foreign exchange
(407)
(704)
(1,111)
Balance at 31 March 2025
22,015
57,582
79,597
Carrying amounts
At 1 April 2023
25,467
19,854
45,321
At 1 April 2023 restated
1
25,887
19,854
45,741
At 31 March 2024
23,656
16,745
40,401
At 31 March 2025
21,357
14,485
35,842
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
14 Property, plant and equipment
continued
At 31 March 2025, properties with a carrying amount of £2.0m were subject to a registered charge in favour
of the Group pension scheme (31 March 2024: £2.8m) capped at £5.1m.
Property, plant and equipment includes right-of-use assets as set out in note 4.
In the prior year, the Group announced the intended closure of the Tucson, Arizona, US facility which led
to impairment of certain individual assets at that site at 31 March 2024. This site has now been closed and
the plant and equipment either sold, scrapped or transferred to the site at Latrobe, Pennsylvania, US for
continued use in the business. £0.2m of the impairment recognised in the year ended 31 March 2024 on
individual assets that were identified to be scrapped but which on closure of the facility were subsequently
transferred to Latrobe for continuing use in the business, has been reversed. Those assets transferred
to Latrobe will continue to be depreciated as normal. This has been recognised as a credit within
non-underlying rationalisation costs in the income statement.
Carclo plc
Annual report and accounts 2025
136
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
15 Inventories
2025
2024
£000
£000
Raw materials and consumables
4,680
5,736
Work in progress
894
762
Finished goods
4,354
4,791
9,928
11,289
The value of inventories is stated after impairment for obsolescence and write downs to net realisable value
of £0.5m (31 March 2024: £2.2m). The net credit to non-underlying items in respect to inventory provisions
in the year to 31 March 2025 is £0.1m (31 March 2024: £0.2m charge).
16 Contract assets
2025
2024
£000
£000
Contract assets – amounts due within one year
1,551
1,663
Contract assets – amounts due in more than one year
170
Total contract assets – see note 5
1,721
1,663
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
contract assets in both the current and prior year would be immaterial.
Against an opening contract asset balance of £1.7m at 31 March 2024, £1.4m has been invoiced during the
year to 31 March 2025.
17 Trade and other receivables
2025
2024
£000
£000
Amounts due within one year
Trade receivables
10,764
15,187
Less impairment provisions
(189)
(694)
10,575
14,493
Prepayments
3,761
3,315
Other debtors
1,323
992
Trade and other receivables – due within one year
15,659
18,800
2025
2024
£000
£000
Amounts due after one year
Other debtors and prepayments
594
Trade and other receivables – due after one year
594
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a
lifetime expected loss allowance for all trade receivables.
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Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
17 Trade and other receivables
continued
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 was determined as follows
for trade receivables:
2025
2024
Gross carrying
Gross carrying
amount
Loss allowance
Expected loss rate
amount
Loss allowance
Expected loss rate
£000
£000
%
£000
£000
%
Not past due
9,668
110
1.1%
13,117
63
0.5%
Past due 0 – 30 days
913
3
0.3%
1,302
0.0%
Past due 31
60 days
107
4
3.7%
80
0.0%
Past due 61 – 120 days
21
17
81.0%
104
47
45.2%
More than 120 days
55
55
100%
584
584
100.0%
10,764
189
1.8%
15,187
694
4.6%
The movement in the allowance for impairment in respect of trade receivables and contract assets during the year was as follows:
2025
2024
£000
£000
Balance at 1 April
694
737
Amounts written off
(610)
Net measurement of loss allowance
105
(43)
Balance at 31 March
189
694
In the year ended 31 March 2023, a customer of the CTP segment in the US provided notice that it would be ceasing to operate and a provision of £0.6m was recognised in that year as a non-underlying cost. During the
year to 31 March 2025, that debt and the related provision have been written off as there is no expectation that the debt will be recovered.
18 Cash and cash deposits
Restated
1
2025
2024
£000
£000
Cash and cash deposits
10,745
10,453
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
At 31 March 2025 £1.4m cash was held on deposit (31 March 2024: £nil).
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Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
18 Cash and cash deposits
continued
The above figure reconciles to the amount of cash shown in the statement of cash flows at the end of the
financial year as follows:
Restated
1
2025
2024
£000
£000
Cash and cash deposits
10,745
10,453
Bank overdrafts (see note 19)
(765)
(4,479)
Balance per statement of cash flows
9,980
5,974
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
Until 26 March 2025, the Group had a net UK multi-party, multi-currency overdraft facility with a £nil net
limit and a £12.5m gross limit per party. Since that date, the Group does not have an overdraft facility
available. At 31 March 2025, Carclo plc was briefly overdrawn due to timing of cash flows, however, the
balance was immediately repaid on 1 April 2025, with no adverse consequence. The overdraft of £0.8m is
presented within note 19. At prior year end, Carclo plc, a company party to the multi-currency facility at the
time, had an overdraft of £4.5m which was presented within loans and borrowings, see note 19. As the UK
overdraft facility had a £nil net limit, the equivalent value of cash, £4.5m, was not available for general use
by the other entities within the Group at the prior period reporting date.
19 Loans and borrowings
Restated
1
2025
2024
£000
£000
Current
Bank overdrafts
765
4,479
Bank loans:
Term loan
21,233
2,299
Lease liabilities:
Land and buildings
1,642
2,488
Plant and equipment
1,116
1,896
Other loans:
Other
88
70
24,844
11,232
Restated
1
2025
2024
£000
£000
Non-current
Bank loans repayable between one and two years:
Term loan
21,383
Revolving credit facility
300
Lease liabilities:
Land and buildings
2,981
3,175
Plant and equipment
2,027
3,608
Other loans:
Other loans repayable between one and two years
66
151
Other loans repayable between two and five years
31
61
5,105
28,678
Total loans and borrowings
29,949
39,910
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
Carclo plc
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Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
19 Loans and borrowings
continued
Until 26 March 2025 the Group had a net UK multi-party, multi-currency overdraft facility with a £nil net
limit and a £12.5m gross limit per party. Since that date, the Group does not have an overdraft facility
available. At 31 March 2025, Carclo plc was briefly overdrawn due to timing of cash flows, however, the
balance was immediately repaid on 1 April 2025, with no adverse consequences. At prior year end, Carclo
plc, a company party to the multi-currency facility at the time, had an overdraft of £4.5m which is also
presented within loans and borrowings. The overdraft was used for cash management purposes and bore
interest at between 2.0% and 4.5% above prevailing UK bank base rates.
On 5 July 2024 the debt facilities available to the Group at 31 March 2025 were successfully extended
to 31 December 2025. At the balance sheet date, the facilities comprised a term loan of £21.4m
(31 March 2024: £24.0m) and a £3.5m (31 March 2024: £3.5m) revolving credit facility. The facilities have
subsequently been repaid in full on 24 April 2025 when the Group completed its refinancing arrangements
with its new lending partner, BZ Commercial Finance DAC (“BZ”). See note 31 for further information.
At 31 March 2025, the term loans were denominated as follows: sterling 7.0m, US dollar 13.3m and euro
4.9m; the revolving credit facility was denominated in sterling. £nil was drawn on the revolving credit facility
at 31 March 2025 (31 March 2024: £0.3m), this facility was also surrendered on 24 April 2025.
An arrangement fee of £0.2m became payable on 5 July 2024 following the extension of the Group’s
committed facilities with its lending bank, this has been paid in full in the year and has been deducted
from the carrying value of the term loan. This along with other arrangement fees capitalised, are
being amortised over the period to termination date. In total, £0.3m was amortised in the year ended
31 March 2025.
Bank loans incur interest at between 2.5% and 4.5% above prevailing bank reference rates.
Bank facilities at 31 March 2025 were subject to four quarterly covenant tests as follows:
1.
underlying interest cover;
2.
net debt to underlying EBITDA;
3. core subsidiary underlying EBITA; and
4. core subsidiary revenue.
Core subsidiaries were 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.
The Group 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 31 December 2025.
Bank loans included £21.4m (31 March 2024: £24.3m) secured on the assets of the Group. The bank loan
facilities were 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 2025 the gross value
of the assets secured, which included 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 £117.7m (31 March 2024: £202.5m). Excluding the assets which
eliminate in the Group upon consolidation, the value of the security was £25.3m (31 March 2024: £24.6m).
Carclo plc
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Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
19 Loans and borrowings
continued
Reconciliation of movements of liabilities to cash flows arising from financing activities
Restated
1
Term
Revolving
Lease
Other
Restated
1
bank overdraft
loan
credit facility
liabilities
loans
Total
£000
£000
£000
£000
£000
£000
Balance at 1 April 2023
6,534
28,950
3,500
11,870
394
51,248
Changes from financing cash flows
Drawing on new facilities
53
53
Transaction costs associated with the issue of debt
(100)
(100)
Repayment of borrowings
(5,050)
(3,200)
(4,701)
(132)
(13,083)
Changes in bank overdraft
(2,255)
(2,255)
Interest paid
200
200
(2,055)
(5,150)
(3,200)
(4,701)
(79)
(15,185)
Effect of changes in foreign exchange rates
(332)
(229)
(33)
(594)
Liability-related other changes
Drawings on new facilities
4,583
4,583
Reassessment of lease liability
(1,349)
(1,349)
Termination of facilities
(49)
(49)
Interest expense
214
1,042
1,256
214
4,227
4,441
Balance at 31 March 2024
4,479
23,682
300
11,167
282
39,910
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
Carclo plc
Annual report and accounts 2025
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Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
19 Loans and borrowings
continued
Bank
Term
Revolving
Lease
Other
overdraft
loan
credit facility
liabilities
loans
Total
£000
£000
£000
£000
£000
£000
Balance at 1 April 2024
1
4,479
23,682
300
11,167
282
39,910
Changes from financing cash flows
Transaction costs associated with the issue of debt
(150)
(150)
Repayment of borrowings
(2,225)
(300)
(4,907)
(95)
(7,527)
Changes in bank overdraft
(4,184)
(4,184)
Interest paid
470
470
(3,714)
(2,375)
(300)
(4,907)
(95)
(11,391)
Effect of changes in foreign exchange rates
(371)
(161)
(2)
(534)
Liability-related other changes
Drawings on new facilities
1,327
1,327
Termination of facilities
(339)
(339)
Interest expense
297
679
976
297
1,667
1,964
Balance at 31 March 2025
765
21,233
7,766
185
29,949
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
Reconciliation of movements of liabilities to cash flows arising from financing activities
continued
Carclo plc
Annual report and accounts 2025
142
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
20 Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
2025
2024
£000
£000
Assets:
Property, plant and equipment
323
319
Short-term timing differences
286
1,224
Tax losses
648
76
Offset with deferred tax liabilities
(616)
(755)
Deferred tax assets
641
864
Liabilities:
Intangible assets
(2,441)
(2,476)
Property, plant and equipment
(854)
(874)
Short-term timing differences
(71)
(177)
Foreign tax on undistributed foreign profits
(291)
(118)
Offset with deferred tax assets
616
755
Deferred tax liabilities
(3,041)
(2,890)
Net deferred tax liability
(2,400)
(2,026)
Carclo plc
Annual report and accounts 2025
143
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
20 Deferred tax assets and liabilities
continued
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
2025
2024
£000
£000
Tax losses – trading
5,997
6,285
Tax losses – capital
50
52
Tax losses – non-trading
737
1,230
Property, plant and equipment
3,021
2,775
Short-term timing differences
1,616
470
Employee benefits
12,936
9,298
24,357
20,110
Deferred tax assets have not been recognised to the extent that the underlying timing differences are not expected to reverse. The nature of the tax regimes in certain regions in which the Group operates are such that
tax losses may arise even though the business is profitable. This situation is expected to continue in the medium term.
Capital losses will be recognised at the point when a transaction gives rise to an offsetable capital gain; this was not the case at 31 March 2025. Similarly, non-trading losses will only be utilised against future non-trading
profits. No such non-trading profits are foreseen at 31 March 2025.
£0.1m of the short-term timing differences recognised at 31 March 2025 (31 March 2024: £0.1m) are time restricted to five years. The remainder are available to carry forward without time restriction.
At 31 March 2025, £0.3m of deferred tax liabilities were recognised for taxes that would be deductible on the unremitted earnings of the Group’s overseas subsidiary undertakings (31 March 2024: £0.1m). 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 £0.7m of additional tax
would be payable (31 March 2024: £0.7m).
Deferred tax assets and liabilities at 31 March 2025 have been calculated based on the rates substantively enacted at the balance sheet date.
The main rate of corporation tax became 25% from 1 April 2023. Deferred tax on future UK balances has been calculated based on this rate. Overseas taxes are calculated at the rates prevailing in the respective
jurisdictions.
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Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
20 Deferred tax assets and liabilities
continued
Reconciliation of movement in net recognised deferred tax liabilities
Recognised
in other
Balance at
Recognised
comprehensive
Balance at
1 April 2024
in income
income
31 March 2025
£000
£000
£000
£000
Property, plant and equipment
(553)
23
(1)
(531)
Intangible assets
(2,475)
34
(2,441)
Short-term timing differences
1,045
(830)
215
Tax losses
76
591
(19)
648
Foreign tax on undistributed foreign profits
(119)
(171)
(1)
(291)
(2,026)
(387)
13
(2,400)
Recognised
in other
Balance at
Recognised
comprehensive
Balance at
1 April 2023
in income
income
31 March 2024
£000
£000
£000
£000
Property, plant and equipment
(1,709)
1,136
20
(553)
Intangible assets
(2,504)
29
(2,475)
Short-term timing differences
653
401
(9)
1,045
Tax losses
176
(93)
(7)
76
Foreign tax on undistributed foreign profits
(348)
229
(119)
(3,732)
1,673
33
(2,026)
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Annual report and accounts 2025
145
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
21 Retirement benefit obligations
The Group operates a UK defined benefit 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 2,360 current and past employees as at 31 March 2025.
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 one member-nominated Trustee. 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 instead 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 that support the IAS 19 calculation 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 on a technical provisions basis as at 31 March 2024 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 2024 actuarial valuation showed a deficit of £64.5m (31 March 2021 actuarial valuation deficit:
£82.8m). Under the recovery plan agreed with the Trustees following the 2024 valuation, the Group
agreed that it would aim to eliminate the deficit over a period of 13 years and seven months commencing
1 April 2024 and continuing until 31 October 2037, by the payment of annual contributions combined
with the assumed asset returns in excess of gilt yields. The Trustees and the Group have agreed that
contributions will be paid to the Scheme as follows: £3.5m per annum payable monthly for a period of five
years from 1 April 2024 to 31 March 2029 and £5.75m per annum payable monthly for a period of eight
years and seven months from 1 April 2029 to 31 October 2037, plus £5.1m as a one-off lump sum payment
on 24 April 2025. These contributions include an allowance of £0.6m in respect of the expenses of running
the Scheme and the Pension Protection Fund (“PPF”) levy in years ending 31 March 2026 onwards.
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 30 June 2028 after the results of the
31 March 2027 triennial valuation are known.
On 14 August 2020, security was granted by certain Group companies to the Scheme Trustees. As at
31 March 2025 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 £122.8m (31 March 2024: £207.6m).
Excluding the assets which eliminate in the Group upon consolidation, the value of the security was
£30.5m (31 March 2024: £29.7m).
For the purposes of IAS 19, the results of the actuarial valuation as at 31 March 2024, which was carried out
by a qualified independent actuary, have been updated on an approximate basis to 31 March 2025. There
have been no changes in the valuation methodology adopted for this year’s disclosures compared to the
previous year’s disclosures.
The Scheme exposes the Group to actuarial risks and the key risks are set out in the table presented on
page 146. 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.
Carclo plc
Annual report and accounts 2025
146
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
21 Retirement benefit obligations
continued
Risk
Description
Mitigation
Investment risk
Weaker than expected investment returns result in a worsening in the
The Trustees continually monitor investment risk and performance and dedicate specific time at each
Scheme’s funding position.
meeting for such duties. In addition, specific investment focused meetings, which include a Group
representative, take place to consider investment strategy. The Trustees are advised by professional
investment advisors. As well as investing in specific asset classes, an investment manager operates tactical
investment management of the plan assets.
The Scheme currently invests approximately 64% of its asset value in liability-driven investments, 32%
in a portfolio of diversified growth funds and 4% 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 Trustees’ investment strategy includes investing in liability-driven investments and bonds whose
the IAS 19 defined benefit obligations.
values increase with decreases in interest rates.
A decrease in gilt yields results in a worsening in the Scheme’s
At the end of the Group’s accounting period, approximately 60% of the Scheme’s liabilities were hedged
funding position.
on the Scheme’s technical provisions basis against interest rates using liability-driven investments. This
percentage is set to increase to c.75% after the accounting year end.
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
The Trustees’ investment strategy at the end of the Group’s accounting period included investing in
members which in turn increases the Scheme’s liabilities.
liability-driven investments which will move with inflation expectations with approximately 60% of the
Scheme’s inflation-linked liabilities being hedged on the Scheme’s technical provisions basis. Again, this
percentage is set to increase to 75% after the accounting year end.
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
The Trustees’ actuary provides regular updates on mortality, based on scheme experience, and the
longer period which results in an increase in the Scheme’s liabilities.
assumption continues to be reviewed.
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
21 Retirement benefit obligations
continued
The amounts recognised in the statement of financial position in respect of the defined benefit scheme
were as follows:
2025
2024
£000
£000
Present value of funded obligations
(133,155)
(130,420)
Fair value of Scheme assets
81,412
93,234
Recognised liability for defined benefit obligations
(51,743)
(37,186)
The present value of Scheme liabilities is measured by discounting the best estimate of future cash flows
to be paid out of the Scheme using the projected unit credit method. The value calculated in this way is
reflected in the net liability in the statement of financial position as shown above.
The projected unit credit method is an accrued benefits valuation method in which allowance is made for
projected earnings increases. The accumulated benefit obligation is an alternative actuarial measure of
the Scheme’s liabilities whose calculation differs from that under the projected unit credit method in that
it includes no assumption for future earnings increases. In this case, as the Scheme is closed to future
accrual, the accumulated benefit obligation is equal to the valuation using the projected unit credit method.
All actuarial remeasurement gains and losses will be recognised in the year in which they occur in other
comprehensive income.
The cumulative remeasurement net loss reported in the statement of comprehensive income since 1 April
2004 is £69.4m.
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
2025
2024
£000
£000
Net liability for defined benefit obligations at the start of the year
(37,186)
(34,493)
Contributions paid
3,208
3,500
Net expense recognised in the consolidated income statement
(see below)
(2,512)
(3,525)
Remeasurement losses recognised in other comprehensive income
(15,253)
(2,668)
Net liability for defined benefit obligations at the end
of the year
(51,743)
(37,186)
Movements in the present value of defined benefit obligations
2025
2024
£000
£000
Defined benefit obligation at the start of the year
130,420
134,091
Interest expense
6,089
6,615
Actuarial loss due to scheme experience
5,809
1,308
Actuarial loss/(gain) due to changes in demographic assumptions
11,051
(2,187)
Actuarial (gain)/loss due to changes in financial assumptions
(10,332)
585
Benefits paid
(9,882)
(11,012)
Past service cost (see note 8)
1,020
Defined benefit obligation at the end of the year
133,155
130,420
There have been no plan amendments, curtailments or settlements during the year.
The English High Court ruling in Lloyds Banking Group Pension Trustees Limited v Lloyds Bank plc and
others was published on 26 October 2018, and held that UK pension schemes with Guaranteed Minimum
Pensions (“GMPs”) accrued from 17 May 1990 must equalise for the different effects of these GMPs
between men and women. The case also gave some guidance on related matters, including the methods
for equalisation.
The Trustees of the plan will need to obtain legal advice covering the impact of the ruling on the plan,
before deciding with the employer on the method to adopt. The legal advice will need to consider
(amongst other things) the appropriate GMP equalisation solution, whether there should be a time limit on
the obligation to make back-payments to members (the “look-back” period) and the treatment of former
members (members who have died without a spouse and members who have transferred out for example).
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
£3.6m 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.
147
for the year ended 31 March 2025
21 Retirement benefit obligations
continued
Carclo plc
Annual report and accounts 2025
148
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
Movements in the present value of defined benefit obligations
continued
The impact of this ruling was estimated to cost £0.2m (approximately 0.1% of liabilities). This additional
service cost was recognised through the income statement as a past service cost in the year ended
31 March 2021 and was presented within non-underlying items and therefore the impact of the ruling is
allowed for in the figures presented at 31 March 2025.
During the year to 31 March 2024, the Trustees of the Scheme identified that a group of members required
an adjustment to their benefits in respect of the requirement to provide equal benefits to males and
females following the Barber judgement in 1990. In summary, the adjustment consisted of decreasing
the normal retirement age from 65 to 60 for some members’ benefits, for some elements of service
after 17 May 1990. This resulted in additional liabilities in the Scheme which were accounted for as a £1.0m
past service cost in the income statement, recognised as a non-underlying cost (approximately 0.8% of
liabilities) in the prior year.
In June 2023, the judgement in the Virgin Media v NTL Pension Trustees Limited case was handed down.
The case decided that amendments made to the Virgin Media scheme were invalid because the scheme’s
actuary did not provide the associated Section 37 certificate necessary. The case was subsequently
reviewed by the Court of Appeal in July 2024 which upheld the High Court’s decision. The decision has
a wide range of implications, affecting other schemes that were contracted out on a salary related basis,
and made amendments between April 1997 and April 2016. Historic scheme amendments without the
appropriate certification might now be considered invalid, leading to additional unforeseen liabilities.
The Carclo Group Scheme was contracted out and amendments were made during the relevant period.
As such, the ruling could have implications for the Company. Carclo has been supporting the Trustees of
the Scheme to begin the process of investigating any potential impact for the Scheme. This has included
compiling a list of all the relevant deeds and amendments made over the relevant period and determining
which of these could have a material impact on member benefits and identifying areas where further
investigation is required.
As the detailed investigation is currently ongoing, the amount of any potential impact on the defined
benefit obligation cannot be confirmed and/or measured with sufficient certainty at 31 March 2025. As
such, it is identified as a potential contingent liability at the year end. The situation will be reviewed again at
the next reporting date when there may be further clarity. Until then, the Company and the Trustees will
continue to seek legal advice on the matter and will act accordingly.
The Scheme liabilities are split between active, deferred and pensioner members at 31 March as follows:
2025
2024
%
%
Active
Deferred
27
28
Pensioners
73
72
100
100
Movements in the fair value of Scheme assets
2025
2024
£000
£000
Fair value of Scheme assets at the start of the year
93,234
99,598
Interest income
4,344
4,789
Loss on Scheme assets excluding interest income
(8,725)
(2,962)
Contributions by employer
3,208
3,500
Benefits paid
(9,882)
(11,012)
Expenses paid
(767)
(679)
Fair value of Scheme assets at the end of the year
81,412
93,234
Actual (loss)/gain on Scheme assets
(4,381)
1,827
The fair value of Scheme asset investments was as follows:
2025
2024
£000
£000
Diversified growth funds
26,160
27,484
Bonds and liability-driven investment funds
52,011
63,777
Cash and liquidity funds
3,241
1,973
Total assets
81,412
93,234
Notes to the consolidated financial statements
for the year ended 31 March 2025
21 Retirement benefit obligations
continued
Carclo plc
Annual report and accounts 2025
149
Strategic report
Corporate governance
Financial statements
Additional information
continued
Movements in the fair value of Scheme assets
continued
None of the fair values of the assets shown on the previous page 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 recognised in the consolidated income statement was as follows:
2025
2024
£000
£000
Past service cost
1,020
Net interest on the net defined benefit liability
1,745
1,826
Scheme administration expenses
767
679
2,512
3,525
The net expense recognised in the following line items in the consolidated income statement was as
follows:
2025
2024
£000
£000
Charged to operating profit
482
662
Charged to non-underlying items
285
1,037
Finance expense – interest on the net defined benefit pension liability
1,745
1,826
2,512
3,525
The principal actuarial assumptions at the balance sheet date (expressed as weighted averages) were:
2025
2024
%
%
Discount rate at 31 March
5.65
4.85
Future salary increases
N/A
N/A
Inflation (RPI) (non-pensioner)
3.2
3.3
Inflation (CPI) (non-pensioner)
2.7
2.8
Allowance for revaluation of deferred pensions of RPI or 5% p.a. if less
3.3
3.3
Allowance for revaluation of deferred pensions of CPI or 5% p.a. if less
2.8
2.8
Allowance for pension in payment increases of RPI or 5% p.a. if less
3.0
3.05
Allowance for pension in payment increases of CPI or 3% p.a. if less
2.1
2.15
Allowance for pension in payment increases of RPI or 5% p.a. if less,
minimum 3% p.a.
3.75
3.75
Allowance for pension in payment increases of RPI or 5% p.a. if less,
minimum 4% p.a.
4.30
4.30
The mortality assumptions adopted at 31 March 2025 are 127% of each of the standard tables S3PMA/
S3PFA (31 March 2024: 165% of S3PMA/S3PFA respectively), year of birth, no age rating for males and
females, projected using CMI_2023 (31 March 2024: CMI_2022) converging to 1.0% p.a. (31 March 2024:
1.0%) with a smoothing parameter 7.0% (31 March 2024: 7.0%).
It is recognised that the Core CMI_2023 model is likely to represent an overly cautious view of experience
in the near term. As a result, management has applied judgement and has adopted w2022 and w2023
parameters of 100% (compared with 15% under the Core model). This is consistent with management’s
view of future mortality improvements last year, but with different parameters to reflect the different
convention set by the CMI in the 2023 model. This will be kept under review in the future. These
assumptions imply the following life expectancies:
2025
2024
Life expectancy for a male (current pensioner) aged 65
19.3 years
17.4 years
Life expectancy for a female (current pensioner) aged 65
21.3 years
20.1 years
Life expectancy at 65 for a male aged 45
20.2 years
18.3 years
Life expectancy at 65 for a female aged 45
22.5 years
21.2 years
Carclo plc
Annual report and accounts 2025
150
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
21 Retirement benefit obligations
continued
It is assumed that 80% of the post A-Day maximum for active and deferred members will be commuted for cash (31 March 2024: 75%).
Pension Increase Exchange take-up was estimated to be 40% on implementation in the year ended 31 March 2022; 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.
The sensitivity to the principal actuarial assumptions of the present value of the defined benefit obligation is shown in the following table:
2025
2025
2024
2024
%
£000
%
£000
Discount rate
1
Increase of 0.25% per annum
(2.19%)
(2,913)
(2.52%)
(3,194)
Decrease of 0.25% per annum
2.27%
3,028
2.63%
3,334
Decrease of 1.0% per annum
9.66%
12,869
11.25%
14,253
Inflation
2
Increase of 0.25% per annum
0.46%
610
0.83%
1,057
Increase of 1.0% per annum
2.22%
2,951
3.18%
4,032
Decrease of 1.0% per annum
(2.25%)
(2,994)
(2.94%)
(3,730)
Life expectancy
Increase of 1 year
4.03%
5,361
4.37%
5,545
1.
At 31 March 2025, the assumed discount rate is 5.65% (31 March 2024: 4.85%).
2.
At 31 March 2025, the assumed rate of RPI inflation is 3.2% and CPI inflation 2.7% (31 March 2024: RPI 3.3% and CPI 2.8%).
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 pension obligation at 31 March 2025 is ten years (31 March 2024: ten years).
The life expectancy assumption at 31 March 2025 is based upon increasing the age rating assumption by one year (31 March 2024: 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.
Carclo plc
Annual report and accounts 2025
151
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
21 Retirement benefit obligations
continued
The history of the Scheme’s deficits and experience gains and losses is shown in the following table:
2025
2024
£000
£000
Present value of funded obligation
(133,155)
(130,420)
Fair value of Scheme asset investments
81,412
93,234
Recognised liability for defined benefit obligations
(51,743)
(37,186)
Actual (loss)/gain on Scheme assets
(4,381)
1,827
Actuarial (loss)/gains due to changes in demographic assumptions
(11,051)
2,187
Actuarial gains/(losses) due to changes in financial assumptions
10,332
(585)
22 Provisions
2025
Restated
1
2024
Tucson, US
Legacy
Property
Tucson, US
Legacy
Onerous
Property
restructuring
health claims
dilapidation
Total
restructuring
health claims
contract
dilapidation
Total
£000
£000
£000
£000
£000
£000
£000
£000
£000
Balance at 1 April
709
12
900
1,621
302
171
900
1,373
Provision established in the year
75
75
709
12
721
Provisions used in the year
(261)
(11)
(272)
(6)
(171)
(177)
Provision released in the year
(448)
(1)
(449)
(296)
(296)
Balance at 31 March
975
975
709
12
900
1,621
Non-current
975
975
900
900
Current
709
12
721
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
Following the announcement of the closure of the Tucson, Arizona, US facility on 14 February 2024, provision was made in the year ended 31 March 2024 for employee redundancy and dilapidations relating to the
leased properties on that site. These costs were recognised as non-underlying in that year. Provisions recognised were management’s best estimate of the costs at the time, that would be required to settle the Group’s
obligation at a future date. Advice had been sought from a third party who provided an estimate of the cost to make-good the properties prior to exit, however, on exiting the property in September 2024, settlement was
reached with the landlord and no payment for dilapidations was required. As a result, the £0.4m dilapidation provision has been released as a credit to non-underlying items in the current year, see note 8. Other provisions
were recognised at 31 March 2024 for impairment of fixed assets and inventory at the Tucson site and were deducted from the carrying value of the respective assets on the balance sheet. All Tucson closure-related
costs were recognised as non-underlying in the income statement in the period to 31 March 2024.
During the year ended 31 March 2025, provision has been made for dilapidations on the property lease at the CTP China facility, a corresponding asset has been recognised within right-of-use asset additions in the
current year. There is also a £0.9m dilapidation for the CTP UK facility which is brought forward from prior year. The amount of provision for dilapidation is management’s best estimate of the cost per sq ft to make good
the properties should they be vacated at any time in the future. The provisions are not discounted as the impact of discounting is not significant. Local management at CTP UK are in the process of renegotiating the
lease extension and although it is more than one year, the future timing of the expected cash outflow of economic benefits is uncertain. CTP China’s property lease has just been extended. As none of the relevant leases
expire in less than twelve months, the provisions have been classified as non-current.
Carclo plc
Annual report and accounts 2025
152
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
22 Provisions
continued
Provision was made in the year to 31 March 2023 for legacy health-related claims which were classified as non-underlying in the income statement. The outcome was determined during the prior year, resulting in the
release of the provision, less costs, back to non-underlying items as a credit. During the year to 31 March 2024, provision was made for a new claim; external advice was sought, and the provision has been settled during
the year ended 31 March 2025. The balance on the provision not utilised has been credited to non-underlying items in the current year.
The prior year onerous contract related to the short lease at the CTP US site in Derry, New Hampshire which ended mid-March 2024 when the site was closed; the provision which had been recognised at 31 March 2023
was fully utilised in the prior year.
23 Trade and other payables – falling due within one year
2025
2024
£000
£000
Trade payables
9,697
10,005
Other taxes and social security costs
806
712
Other payables
1,830
1,405
Accruals
8,458
5,368
20,791
17,490
24 Ordinary share capital
Ordinary shares of 5 pence each
Number
of shares
£000
Issued and fully paid at 31 March 2024 and 2025
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 3,113,862 potential share options outstanding under the performance share plan at 31 March 2025 (31 March 2024: 4,606,957). No options vested during the year to 31 March 2025 (31 March 2024: nil).
Outstanding awards under the performance share plan are as follows:
Date
Number of
Earliest
granted
shares
Price
date of vesting
Performance share plan
3 August 2022
558,862
nil
3 August 2025
Performance share plan
21 September 2023
2,555,000
nil
21 September 2026
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 Payment.
Carclo plc
Annual report and accounts 2025
153
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
24 Ordinary share capital
continued
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.
There were no awards granted under the performance share plan in the year ended 31 March 2025. Awards granted in the year ended 31 March 2024 and 31 March 2023 are presented below:
2024
Restricted
Restricted
Cash award
Cash award
Equity award
Equity award
equity award
equity award
Performance share plan – date granted 21 September 2023
TSR
EPS
TSR
EPS
TSR
EPS
Number of shares per tranche
100,000
100,000
557,500
557,500
1,000,000
1,000,000
Fair value at grant date
1.6p
12.7p
1.6p
12.7p
1.4p
10.8p
Share price at grant date
12.73p
12.73p
12.73p
12.73p
12.73p
12.73p
Exercise price
0.0p
0.0p
0.0p
0.0p
0.0p
0.0p
Risk-free rate
4.35%
4.35%
4.35%
0
4.35%
4.35%
Expected volatility
73.20%
73.20%
73.20%
73.20%
73.20%
73.20%
Expected dividend yield
0%
0%
0%
0%
0%
0%
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%
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 21 September 2023 and 3 August 2022 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. For those granted on 21 September 2023, 100% of the awards
subject to the TSR performance condition will vest where the Company’s average share price during the 60 days prior to vest (the “measurement period”) is at least 100 pence and 0% vest if the average is lower than 40
pence, with options vesting in a straight-line apportionment between 40 pence and 100 pence.
Carclo plc
Annual report and accounts 2025
154
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
24 Ordinary share capital
continued
For those granted on 3 August 2022, 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% vest if the average is lower than 70 pence, and 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 100 pence and 90 pence respectively.
100% of awards granted on 21 September 2023, subject to the EPS condition, will vest in full if Carclo plc’s
EPS for the financial year ending 31 March 2026 (31 March 2025 for the awards granted 3 August 2022)
is at least 10.0 pence and 0% will vest if less than 6.0 pence (2022 grants: 100% if more than 8.0 pence
and 0% if less than 6.0 pence). Between 10.0 pence and 6.0 pence, awards will vest on a straight-line
apportionment (2022 grants: 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 charge of £0.03m (2024: charge of £0.05m).
The number and weighted average exercise price of the outstanding awards under the PSP are set out in
the following table:
2025
2024
Weighted
Weighted
average exercise
average exercise
price
Number
price
Number
pence
of shares
pence
of shares
Outstanding at 1 April
4,622,931
2,873,726
Lapsed during the year
(1,493,095)
(1,565,795)
Exercised during the year
Granted during the year
3,315,000
Outstanding at the end of
the year
3,129,836
4,622,931
Exercisable at 31 March
15,974
15,974
Weighted average remaining
contractual life at 31 March
1.27 years
2.02 years
25 Reserves
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the
financial statements of foreign subsidiaries as well as from the translation of liabilities that hedge the
Company’s net investment in a foreign subsidiary.
Retained earnings
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 2025, the plan held
3,077 of its own shares (31 March 2024: 3,077 shares). The original cost of these shares was £0.003m
(2024: £0.003m). The cost of the shares was charged against the profit and loss account and is included
in retained earnings.
26 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 £0.02m. Trade receivables are shown after
making due provision for any credit loss provision.
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 had undrawn revolving credit facilities of £3.5m at 31 March 2025
(31 March 2024: £3.2m).
Carclo plc
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Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
26 Financial instruments
continued
a) Credit risk
continued
The maximum exposure to credit risk as at 31 March was:
Restated
1
2025
2024
£000
£000
Trade receivables, net of attributable impairment provisions
(see note 17)
10,575
14,493
Cash and cash deposits (see note 18)
10,745
10,453
Contract assets (see note 16)
1,721
1,663
23,041
26,609
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
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:
Restated
1
2025
2024
£000
£000
United Kingdom
1,008
2,029
Rest of Europe
3,432
3,399
North America
2,756
4,963
Rest of world
3,379
4,102
Trade receivables, net of attributable impairment provisions
10,575
14,493
United Kingdom
178
292
Rest of Europe
533
33
North America
972
1,335
Rest of world
38
3
Contract assets, net of attributable impairment provisions
1,721
1,663
1.
Prior year comparatives have been restated to present trade receivables and contract assets based upon the location
of the customer.
b) Interest rate risk
The Group’s borrowings are on fixed and floating rate terms, no borrowings are non-interest bearing.
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 2025
Sterling
3,033
7,588
10,621
US dollar
2,633
10,301
12,934
Euro
942
4,109
5,051
Other
1,343
1,343
7,951
21,998
29,949
Fixed
Floating
rate interest
rate interest
payable
payable
Total
£000
£000
£000
As at 31 March 2024 – restated
1
Sterling
4,546
13,874
18,420
US dollar
5,368
10,596
15,964
Euro
1,148
4,212
5,360
Other
166
166
11,228
28,682
39,910
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
Until it was cancelled on 26 March 2025, the overdraft bore interest between 2.0% and 4.5% above the
prevailing UK bank base rates.
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 2025
Sterling
1,250
3,760
5,010
US dollar
2,395
2,395
Euro
84
1,460
1,544
Other
76
1,720
1,796
1,410
9,335
10,745
Floating
Non-interest
rate interest
bearing
receivable
receivable
Total
£000
£000
£000
As at 31 March 2024 – restated
1
Sterling
4,509
4,509
US dollar
40
2,881
2,921
Euro
1,707
1,707
Other
1,316
1,316
40
10,413
10,453
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
During the year ended 31 March 2025, floating interest earned was from cash balances placed on money
market deposits earning between 1.9% and 4.9%.
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, until
recently, short-term overdraft facilities which were established to ensure that adequate funding is available
for its operating, investing and financing activities. Refer to note 19 for further details.
As detailed in note 19, at 31 March 2025, the Group had committed term loans outstanding of
£21.4m (31 March 2024: £24.0m) and a committed revolving credit facility available of £3.5m which had
£nil drawn (31 March 2024: £3.5m facility, £0.3m drawn).
The Group’s net debt at 31 March 2025 was £19.2m (31 March 2024: £29.5m). The net debt comprised
£29.9m interest-bearing loans and borrowings, see note 19, less £10.7m cash and cash deposits, see
note 18.
At 31 March 2025, the Group’s term loan and revolving credit facilities were available in the UK. There was a
temporarily overdraft facility available to Carclo plc at that date of £0.8m.
The Group performs detailed, weekly, rolling 13-week cash flow forecasts 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 lenders.
Strategic report
Corporate governance
Financial statements
Additional information
Carclo plc
Annual report and accounts 2025
156
26 Financial instruments
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
continued
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Annual report and accounts 2025
157
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
26 Financial instruments
continued
c) Liquidity risk
continued
The maturity of financial liabilities of the Group on an undiscounted cash flow basis at 31 March was as follows:
Revolving
Trade
Bank
Term
credit
Other
Lease
payables
overdraft
loan
facility
loans
liabilities
Total
£000
£000
£000
£000
£000
£000
£000
As at 31 March 2025
Within 1 year
9,697
765
21,233
88
3,598
35,381
Within 1 to 2 years
66
2,662
2,728
Within 2 to 5 years
31
1,775
1,806
More than 5 years
9,697
765
21,233
185
8,035
39,915
Revolving
Trade
Bank
Term
credit
Other
Lease
payables
overdraft
1
loan
facility
loans
liabilities
2
Total
£000
£000
£000
£000
£000
£000
£000
As at 31 March 2024 – restated
1
Within 1 year
10,005
4,479
2,299
70
5,025
21,878
Within 1 to 2 years
21,383
300
151
3,356
25,190
Within 2 to 5 years
61
3,318
3,379
More than 5 years
74
74
10,005
4,479
23,682
300
282
11,773
50,521
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
2.
Restated on an undiscounted cash flow basis.
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. As a result, 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 $13.3m (31 March 2024: $13.3m) 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 €4.9m (31 March 2024: €4.9m) 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 by reviewing the forecasted exposure on a monthly basis where the net exposure in any one currency exceeds an estimated £50,000 for that month 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.
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Annual report and accounts 2025
158
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Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
26 Financial instruments
continued
d) Foreign currency risk
continued
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 2025
Trade receivables, net of attributable impairment provisions (see note 17)
4,800
2,794
1,955
1,026
10,575
Trade payables (see note 23)
(3,811)
(4,200)
(782)
(904)
(9,697)
Net
989
(1,406)
1,173
122
878
As at 31 March 2024
Trade receivables, net of attributable impairment provisions (see note 17)
5,425
4,908
2,361
1,799
14,493
Trade payables (see note 23)
(3,006)
(5,355)
(704)
(940)
(10,005)
Net
2,419
(447)
1,657
859
4,488
The following table summarises the main exchange rates used during the year:
Average rate
Reporting date mid-market rate
2025
2024
2025
2024
Sterling/US dollar
1.28
1.26
1.30
1.26
Sterling/euro
1.19
1.16
1.20
1.17
Sterling/Czech koruna
29.95
28.33
29.89
29.53
Sterling/Chinese renminbi
9.21
8.98
9.40
9.12
Sterling/Indian rupee
108.05
104.17
110.67
105.23
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 2025 and
31 March 2024. Unrecognised and deferred gains and losses in respect of derivatives and financial instruments at 31 March 2025 were insignificant.
Carclo plc
Annual report and accounts 2025
159
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
26 Financial instruments
continued
Hedges of net investments in foreign operations
The Group has net investments in foreign operations in its subsidiaries in the United States, France, the Czech Republic, China and India.
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 loans, as detailed in note 19. 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:
2025
2024
Carrying amount
Carrying amount
Loans and
Loans and
borrowings
Assets
Liabilities
borrowings
Assets
Liabilities
£000
£000
£000
£000
£000
£000
US dollar
10,301
31,862
(11,022)
10,569
39,692
(17,848)
Euro
4,109
5,291
(1,258)
4,212
5,251
(1,223)
Other currencies
23,221
(6,108)
23,603
(4,268)
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 Group’s policy is to hedge the net investment only to the extent of the debt principal.
During the year a gain of £0.4m (2024: £0.3m gain) was recognised on these hedging instruments within other comprehensive income. During the year there has been no hedge ineffectiveness recognised in profit
or loss.
In managing interest rate and currency risks the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings. Over the longer term, however, permanent changes in foreign exchange and interest
rates would have an impact on consolidated earnings. In the year ended 31 March 2025, 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 £0.2m (2024: £0.3m decrease).
Carclo plc
Annual report and accounts 2025
160
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
26 Financial instruments
continued
Hedges of net investments in foreign operations
continued
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 £0.4m for the year ended
31 March 2025 (2024: £0.8m decrease) which is detailed by currency in the following table:
2025
2024
£000
£000
US dollar
75
267
Euro
85
27
Czech koruna
84
88
Other
193
411
437
793
Capital risk management
The capital structure of the Group consists of net debt, comprising borrowings as detailed in note 19 offset
by cash and cash deposits as detailed in note 18, 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.
27 Cash generated from operations
Restated
1
2025
2024
£000
£000
Profit/(loss) for the year
872
(3,389)
Adjustments for:
Pension scheme costs settled by the Scheme
192
151
Depreciation charge
6,456
7,859
Amortisation charge
87
163
Non-underlying rationalisation costs
(1,041)
2,212
Non-underlying settlement of legacy claims
(1)
(283)
Non-underlying past service cost in respect of retirement benefits
1,020
Non-underlying refinancing costs
125
Non-underlying net costs arising from cancellation of future supply
agreement
1,034
Non-underlying doubtful debt and related inventory provision
140
Loss/(profit) on disposal of other plant and equipment
2
(17)
Share-based payment charge
32
43
Financial income
(571)
(424)
Financial expense
5,499
6,011
Taxation expense
1,780
(498)
Operating cash flow before changes in working capital
13,307
14,147
Changes in working capital
Decrease in inventories
1,310
3,427
(Increase)/decrease in contract assets
(93)
3,985
Decrease in trade and other receivables
2,269
2,128
Increase/(decrease) in trade and other payables
3,862
(3,294)
Decrease in contract liabilities
(1,317)
(1,629)
Decrease in provisions
(272)
(177)
Cash generated from operations
19,066
18,587
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
Carclo plc
Annual report and accounts 2025
161
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
28 Financial commitments
2025
2024
£000
£000
Contracted future capital expenditure
49
Contingent liabilities
At 31 March 2025, the potential impact on the Carclo Group defined benefit pension scheme from the
Virgin Media ruling cannot be confirmed and/or measured with sufficient certainty, and therefore no
provision has been recognised. See note 21 for further information.
29 Related parties
Identity of related parties
The Group has a related party relationship with its subsidiaries set out in note 30, 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 subsidiaries.
On 17 April 2024, the Board announced the appointment of Natalia Kozmina as a Non-Executive Director
of the Board with effect from 22 April 2024. Natalia is a member of the Audit & Risk, Remuneration, and
Nomination Committees and has chaired the Remuneration Committee from 1 May 2024.
On 13 February 2025, the Board announced the appointment of Ian Tichias as Chief Financial Officer
and Executive Director of Carclo plc with effect from 1 April 2025. Ian succeeds Eric Hutchinson, whose
intended retirement on 31 March 2025 was announced by the Board on 5 December 2024.
During the year to 31 March 2025, the Group paid £0.7m (FY24: £0.7m) to Thingtrax Limited, a company
that offers intelligent manufacturing infrastructure as a service; the cost has been recognised in the
income statement. Frank Doorenbosch, a Carclo plc Executive Director, is also a Non-Executive Director
of Thingtrax Limited and, as such, the company is identified as a related party.
There have been no other changes to related parties in the year ended 31 March 2025.
Transactions with key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing
and controlling the activities of the Group. This includes all Executive and Non-Executive Directors and
other members of the senior management team who meet the above criteria. Total compensation for key
management personnel during the year was as follows:
2025
2024
£000
£000
Short-term benefits
2,130
1,231
Share-based payments
5
30
Total compensation
2,135
1,261
The remuneration of the Directors of Carclo plc can be found in the Directors’ remuneration report on
pages 73 to 93.
Group pension scheme
A third-party professional firm is engaged to administer the Group’s UK defined benefit pension scheme
(the Carclo Group Pension Scheme). The associated investment management 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 £0.3m per month during the
year to 31 March 2025 to incorporate both deficit recovery contributions and Scheme expenses including
the PPF levy. The monthly cost payment will remain the same in the year to 31 March 2026 plus £5.1m as a
one-off lump sum payment on 24 April 2025.
Carclo incurred Scheme administration costs of £1.0m during the year which have been charged to the
consolidated income statement, including £0.3m presented as non-underlying costs (2024: £0.9m,
of which £0.1m were presented as non-underlying costs). Costs of £nil were incurred to manage the
plan’s assets (2024: £nil). Of the administration costs, £0.7m were payable directly by the Scheme
(2024: £0.7m). The total of deficit reduction contributions and administration costs paid by the Group
during the year was £3.2m (2024: £3.5m).
Carclo plc
Annual report and accounts 2025
162
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
30 Group entities
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
2025
2024
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
Dormant
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 Platt Nederland BV
1
UK
Active
Ordinary
100
100
Carclo Technical Plastics Limited
1
UK
Active
Ordinary
100
100
Carclo Technical Plastics Private Co. Limited
27A (2) KIADB Industrial Area,
India
Active
Ordinary
100
100
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
Dormant
Ordinary
100
100
1.
Registered office address is: 47 Wates Way, Mitcham, Surrey, CR4 4HR.
2.
Registered office address is: C/O Bruntons Aero Products, Units 1-3, Block 1, Inveresk Industrial Estate, Musselburgh, East Lothian, EH21 7PA.
Carclo plc
Annual report and accounts 2025
163
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
30 Group entities
continued
Investments in subsidiaries
continued
Registered
Principal place
Class of
2025
2024
Company
office address
of business
Status
shares held
%
%
Critchley, Sharp & Tetlow Limited
1
UK
Dormant
Ordinary
100
100
Crowther & Gee Limited
1
UK
Dormant
Ordinary
100
100
CTP Davall Limited
2
UK
Dormant
Ordinary
100
100
CTP Lichfield Limited
1
UK
Dormant
Ordinary
100
100
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
Dormant
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
1.
Registered office address is: 47 Wates Way, Mitcham, Surrey, CR4 4HR.
2.
Registered office address is: C/O Bruntons Aero Products, Units 1-3, Block 1, Inveresk Industrial Estate, Musselburgh, East Lothian, EH21 7PA.
Carclo plc
Annual report and accounts 2025
164
Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
30 Group entities
continued
Investments in subsidiaries
continued
Registered
Principal place
Class of
2025
2024
Company
office address
of business
Status
shares held
%
%
Metallic Card Clothing Company Limited (The)
1
UK
Dormant
Ordinary
100
100
Norseman (Cables & Extrusions) Limited
1
UK
Dormant
Ordinary
100
100
Novoplex Limited
1
UK
Dormant
Ordinary
100
100
Pratt, Levick and Company Limited
1
UK
Dormant
Ordinary
100
100
Rumbold Securities Limited
1
UK
Dormant
Ordinary
100
100
Seymour Plastics Limited
1
UK
Dormant
Ordinary
100
100
Sheffield Wire Rope Company Limited (The)
1
UK
Dormant
Ordinary
100
100
Shepley Investments Limited
1
UK
Dormant
Ordinary
100
100
Smith Wires Limited
1
UK
Dormant
Ordinary
100
100
Station Road (UK) Limited
1
UK
Dormant
Ordinary
100
100
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
1.
Registered office address is: 47 Wates Way, Mitcham, Surrey, CR4 4HR.
2.
Registered office address is: C/O Bruntons Aero Products, Units 1-3, Block 1, Inveresk Industrial Estate, Musselburgh, East Lothian, EH21 7PA.
Carclo plc
Annual report and accounts 2025
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Strategic report
Corporate governance
Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
30 Group entities
continued
Investments in subsidiaries
continued
Registered
Principal place
Class of
2025
2024
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, 28000, Chartres
France
Active
Ordinary
100
100
Carclo Securities Limited
1
UK
Dormant
Ordinary
100
100
Carclo Technical Plastics (Brno) s.r.o
Turanka 98, 627000, Brno
Czech Republic
Active
Ordinary
100
100
Carclo US Finance No. 2
1
UK
Dormant
Ordinary
100
100
Carclo US Holdings Inc
600 Depot St. Latrobe, PA. 15650
US
Active
Ordinary
100
100
Chapmans Springs Limited
1
UK
Dormant
Ordinary
100
100
CTP Alan Limited
1
UK
Dormant
Ordinary
100
100
CTP Carrera Inc
600 Depot St. Latrobe, PA. 15650
US
Active
Ordinary
100
100
CTP Moulded Gears Limited
1
UK
Dormant
Ordinary
100
100
CTP Precision Tooling Limited
1
UK
Dormant
Ordinary
100
100
CTP Taicang Co., Ltd
3
No. 8 Xixin Road, Chengxiang Town, Taicang City,
China
Active
Ordinary
100
100
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
64
64
& 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, 28000, Chartres
France
Active
Ordinary
100
100
1.
Registered office address is: 47 Wates Way, Mitcham, Surrey, CR4 4HR.
2.
Registered office address is: C/O Bruntons Aero Products, Units 1-3, Block 1, Inveresk Industrial Estate, Musselburgh, East Lothian, EH21 7PA.
3.
CTP Taicang Co., Ltd has a 31 December year end but has been consolidated for the twelve months to 31 March 2025 in these financial statements.
Notes to the consolidated financial statements
for the year ended 31 March 2025
30 Group entities
continued
Investments in subsidiaries
continued
Carclo plc
Annual report and accounts 2025
166
continued
Strategic report
Corporate governance
Financial statements
Additional information
Registered
Principal place
Class of
2025
2024
Group
office address
of business
Status
shares held
%
%
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
64
64
Rumbold Investments Limited
1
UK
Dormant
Ordinary
100
100
Shepley Securities Limited
1
UK
Dormant
Ordinary
100
100
Sima Plastics Limited
1
UK
Dormant
Ordinary
100
100
Squires Steel Stockholders Limited
1
UK
Dormant
Ordinary
100
100
Sybro Limited
1
UK
Dormant
Ordinary
100
100
Toledo Woodhead Springs Limited
1
UK
Dormant
Ordinary
100
100
Tolwood Engineering Limited
1
UK
Dormant
Ordinary
100
100
Woodhead Components Limited
1
UK
Dormant
Ordinary
100
100
Woodhead Construction Services Limited
1
UK
Dormant
Ordinary
100
100
Woodhead Steel Limited
1
UK
Dormant
Ordinary
100
100
1.
Registered office address is: 47 Wates Way, Mitcham, Surrey, CR4 4HR.
Carclo plc
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Financial statements
Additional information
continued
Notes to the consolidated financial statements
for the year ended 31 March 2025
31 Post balance sheet events
On 24 April 2025, the Group completed the refinancing of its primary external borrowing facility with
the announcement of a three-year multi-currency borrowing facility agreement with BZ Commercial
Finance DAC (“BZ”) comprising a term loan of £27.0m and a revolving credit facility of up to £9.0m.
At commencement, £29.9m was borrowed under the BZ facility, of which £26.8m was drawn under the
term loan and £3.1m was drawn under the revolving credit facility. £21.3m was paid to discharge all amounts
owing under the previous borrowing arrangement with HSBC at that date, including accrued interest,
and £5.1m additional contributions were paid to the Group’s defined benefit pension scheme allowing
securitised assets marked in favour of the Group pension scheme to be reassigned to the new lender.
The BZ facility includes an asset-based lending arrangement with drawings permitted against the value of
various classes of assets held by the UK and US businesses. Of the £27.0m term loan element, £8.0m is
designated against the value of owned land and buildings, £5.0m is designated against the value of owned
plant and machinery and the balance of £14.0m is designated a cash flow loan that is non-asset specific.
Of the £9.0m revolving credit facility, up to £7.0m is designated against the value of trade receivables and
up to £2.0m against the value of inventory.
The facility permits borrowings in GBP, EUR and USD. There are three named Group companies that are
currently permitted to borrow under the facility, namely Carclo plc, Carclo Technical Plastics Limited and
Bruntons Aero Products Limited. Group companies that are subject to cross-guarantees under the BZ
facility are the named borrowing companies and material subsidiaries as defined in the agreement that
underpins the BZ facility.
At the same time, the triennial actuarial valuation of the Group’s UK defined benefit pension scheme at
31 March 2024 was completed, confirming net liabilities on a technical provisions basis of £64.5m. The
associated deficit recovery plan included a lump sum one off payment made into the Scheme of £5.1m
during April 2025, annual contributions of £3.5m for five years to 31 March 2029 and indexed annual
contributions of £5.8m until 31 March 2037.
Independent auditor's report on Company only
to the members of Carclo plc
Carclo plc
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168
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Financial statements
Additional information
Qualified Opinion
We have audited the financial statements of Carclo plc (the ‘Parent Company’) for the year ended
31 March 2025 which comprise the Parent Company Balance Sheet, the Parent Company Statement
of Changes in Equity, and notes to the Parent Company financial statements, including material
accounting policy information.
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, except for the possible effects of the matter described in the Basis for Qualified Opinion
section of our report:
the Parent Company financial statements give a true and fair view of the state of the Parent Company’s
affairs as at 31 March 2025;
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 Parent Company financial statements have been prepared in accordance with the requirements
of the Companies Act 2006.
Basis for Qualified Opinion
We were unable to obtain sufficient appropriate audit evidence to support the existence and valuation of
the intercompany related party liability balance amounting to £52.2 million that is recorded as owing by
the Parent Company to CTP Finance N.V. The related party entity was liquidated in 2020, and the Parent
Company has been unable to provide adequate supporting documentation to substantiate the accounting
of this balance in accordance with IAS 24 Related parties Disclosures and IFRS 9 Financial Instruments.
As a result of this limitation, we were unable to determine whether any adjustments might be necessary
to the liability balance, and/or the related party disclosures.
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
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
qualified 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 Parent Company as a key audit matter. The Parent Company is dependent on debt facilities from
its lender, which have a number of financial covenants, and has significant funding commitments in relation
to the UK defined benefit pension scheme. Therefore, there is a risk that the going concern basis of
preparation is not appropriate for the financial statements.
On 24 April 2025, the Parent Company secured new financing arrangements with BZ Commercial Finance
DAC and agreed a deficit recovery plan with the Pension Trustees of the UK defined benefit pension
scheme. The new facilities, which cover the whole Group, include a Term Loan of £27 million and a
Revolving Credit Facility of up to £9 million. Concurrently, the Parent Company paid £5.1 million to the UK
pension scheme, with a further commitment to make contributions of £3.5 million per annum for five years
to 31 March 2029 and indexed annual contributions of £5.75m until 31 March 2037. The Triennial actuarial
valuation as at 31 March 2025 reported a funding deficit of £64.5 million.
The Parent Company’s accounting policy in respect of going concern is set out in note 32 ‘Basis of
preparation’ on page 178. Going concern has also been identified as a key judgement in note 48 on
page 188.
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Financial statements
Additional information
continued
Independent auditor's report on Company only
Conclusions relating to going concern
continued
Our audit procedures to evaluate the directors’ assessment of the Group’s ability to continue to adopt
the going concern basis of accounting (refer to page 94) 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 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 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 not implausible scenarios.
This included assessing the viability of 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 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 under the debt facilities and evaluating the reasonableness of the
directors’ conclusion that sufficient headroom exists across all scenarios modelled, including the
severe but plausible downside scenarios when modelled with mitigations
Independently evaluating management’s forecasts and the associated stress testing;
Reviewing the financial covenants associated with the renewed debt facility agreed with BZ Commercial
Finance DAC and verifying the accuracy of covenant calculations and projected compliance through
to December 2026, being the period of 16 months assessed by management; and
Evaluating the appropriateness of the directors’ disclosures in the financial statements on
going concern.
In addition to the procedures performed for the Group going concern assessment above, in respect of
the Parent Company’s ability to continue to adopt the going concern basis of accounting, our procedures
included but were not limited to:
Assessing the Parent Company’s ability to receive dividends, royalties and management charges from
its subsidiaries;
Assessing the recoverability of loans to subsidiaries and whether they can be repaid;
Reviewing the directors’ assessment of the ability of the Parent Company to meet its liabilities as they
fall due for the foreseeable future.
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 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.
to the members of Carclo plc
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Annual report and accounts 2025
170
Strategic report
Corporate governance
Financial statements
Additional information
continued
Independent auditor's report on Company only
to the members of Carclo plc
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.
In addition to our conclusions relating to going concern, noted above, we summarise below the other key audit matters identified as part of our audit, together with an overview of the principal audit procedures
performed to address each matter and our observations arising from those procedures.
These matters, together with our observations, were communicated to those charged with governance through our Audit Completion Report.
Key Audit Matter
How our scope addressed this matter
Intercompany liability - £52.2 million
Included within Amounts owed to group undertakings of £109.3 million, as disclosed in note 39 on page
185, is an amount of £52.2 million identified as payable by the Parent Company to an indirect subsidiary,
CTP Finance N.V.
The amount arises from a loan agreement entered into by the Parent Company and CTP Finance N.V.
in September 2003 for an amount of £35.2 million and accrued interest charged on the loan from 2003
to 2013.
CTP Finance N.V. was liquidated in August 2020, with the liquidator concluding that to the best of his
knowledge, there were no assets.
Since 2020, the Parent Company has continued to record the liability of £52.2 million due to CTP Finance
N.V. despite the fact that CTP Finance N.V. was liquidated.
Given the significance of this amount, the uncertainty relating to the balance, and lack of underlying audit
evidence, we have considered this to be a significant risk and 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 the related parties;
Obtaining and reviewing the available supporting documents relating to the loan and the liquidation
of CTP Finance N.V.;
Challenging the board and those charged with governance on the extent of the available
documentation and the accounting treatment adopted in the financial statements; and
Consulting with our forensics and technical accounting teams to provide inputs into the assessment
of the underlying evidence.
Our observations:
Based on our work performed, as described in the basis for qualified opinion section, we were unable to
obtain sufficient appropriate audit evidence to support the existence and valuation of the intercompany
related party liability balance amounting to £52.2 million that is recorded as owing by the Parent Company
to CTP Finance N.V. The related party entity was liquidated in 2020, and the Parent Company has been
unable to provide adequate supporting documentation to substantiate the accounting of this balance in
accordance with IAS 24 Related parties Disclosures and IFRS 9 Financial Instruments.
Our audit report has been qualified in respect of this matter.
Carclo plc
Annual report and accounts 2025
171
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Corporate governance
Financial statements
Additional information
continued
Independent auditor's report on Company only
to the members of Carclo plc
Key Audit Matter
How our scope addressed this matter
Valuation and impairment of investment in subsidiaries
The carrying value of investments in subsidiary undertakings on the Parent Company Balance Sheet
on pages 175 to 176 is £23.5m (2024: £23.5m (restated)).
As set out in the accounting policy in note 32(c) on page 181, 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 36 on page 184, 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. In addition, management has also assessed the recoverable amount of non-trading
subsidiaries, compared to their book values and considered if impairments are required.
As a result of the factors outlined above, the significance of this balance in respect of the Parent Company
financial statements and the prior year restated £54.0m provision made by management at the balance
sheet date, we considered the valuation and impairment of investment in subsidiaries to be a significant
risk and a key audit matter.
Our response:
Our audit procedures included, but were not limited to:
Testing the design and implementation of controls around the valuation and impairment of
investment in subsidiaries;
Challenging management on their identification of indicators of impairment in light of our
understanding of the business and our review of the performance of the subsidiaries;
Obtaining and reviewing management’s impairment reviews, including their determination of the
impairment recorded as a restatement to the prior year;
Reviewing the valuation methodologies applied by management, assessing their appropriateness for
the respective investments and carrying amounts of the assets recognised. This included engaging
an internal expert to evaluate the discount rates applied by management;
Reviewing and verifying the book values of the individual investments used in the impairment review;
Challenging the key assumptions made by management in their assessment; including reviewing
commercial plans and other key drivers of revenue and gross margins.
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);
Assessing the appropriateness of the treatment of the impairment of the investments as a prior year
adjustment; and
Assessing whether the relevant disclosures in the financial statements are reasonable.
Our observations:
The methodology used for the valuation and the impairment review of investments in subsidiaries was
appropriate and accordingly an impairment of £54.0m has been recorded during the year as a prior period
adjustment (refer also to note 36).
Carclo plc
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172
Strategic report
Corporate governance
Financial statements
Additional information
continued
Independent auditor's report on Company only
to the members of Carclo plc
Our application of materiality and an overview of the scope of our audit
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the
scope of our audit and the nature, timing and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect of misstatements, both individually and
on the financial statements as a whole. Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Parent Company materiality
Overall materiality
£625k
How we determined it
We determined overall materiality to be 1% of total assets.
Rationale for benchmark applied
The Parent Company does not trade and acts as a holding
company. Therefore, the Parent 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 Parent 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 sixth year of our audit engagement,
we set performance materiality at £407k 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 £15k 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 Parent Company, its environment, controls, and critical business processes,
to consider qualitative factors to ensure that we obtained sufficient coverage across all financial statement
line items.
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.
As described in the Basis for Qualified Opinion section, we were unable to obtain sufficient appropriate
audit evidence to support the existence and valuation of the intercompany related party liability balance
amounting to £52.2 million that is recorded as owing by the Parent Company to CTP Finance N.V. Our audit
report has been qualified in respect of this matter. We have concluded that where the other information
refers to the intercompany liability or related balances such as material historic balances owed to related
parties and amounts owed from related parties, it may be materially misstated for the same reason.
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.
Except for the possible effects of the matter described in the Basis for Qualified Opinion section of the
report, 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.
Carclo plc
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173
Strategic report
Corporate governance
Financial statements
Additional information
continued
Independent auditor's report on Company only
to the members of Carclo plc
Matters on which we are required to report by exception
Except for the matter described in the Basis for Qualified Opinion, in light of the knowledge and
understanding of the Parent Company and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or the directors’ report.
Arising solely from the limitation on the scope of our work relating to the inability to obtain sufficient
appropriate audit evidence to support the existence and valuation of the intercompany related party
liability balance amounting to £52.2 million that is recorded as owing by the Parent Company to CTP
Finance N.V.:
we have not obtained all the information and explanations that we require for our audit; and
we were unable to determine whether adequate accounting records have been kept by the
Parent Company.
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:
returns adequate for our audit have not been received from branches not visited by us;
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.
Responsibilities of Directors
As explained more fully in the directors’ responsibilities statement set out on page 97, 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 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 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 Parent Company, we considered that non-compliance with the
following laws and regulations might have a material effect on the financial statements: employment
regulation, health and safety regulation, anti-bribery, corruption and fraud, anti-money laundering
regulation, modern slavery and GDPR.
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 Parent Company,
the industry in which it operates, and considering the risk of acts by 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 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 pertaining to listed companies.
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 the valuation and impairment of investments in subsidiaries and receivables and
payables due from/to related parties.
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Additional information
continued
Independent auditor's report on Company only
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;
Addressing the risks of fraud through management override of controls by performing journal entry
testing, including consolidation journals;
Reviewing accounting estimates and financial statement disclosures for management bias; and
Reviewing transactions outside of normal course of business.
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 & Risk Committee, we were appointed by 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 six years, covering the years ended
31 March 2020 to 31 March 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Parent Company
and we remain independent of the Parent Company in conducting our audit.
Our audit opinion is consistent with our reporting to the Audit & Risk Committee.
We have reported separately on the Group financial statements of Carclo plc for the year ended
31 March 2025. That report includes details of the Group key audit matters; how we applied the concept
of materiality in planning and performing our audit; and an overview of the scope of our audit.
Use of the audit report
This report is made solely to the Parent Company’s members as a body in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
Parent Company’s members those matters we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Parent Company and the Parent Company’s members as a body for our audit work,
for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules, these
financial statements form part of the electronic reporting format prepared annual financial report filed
on the National Storage Mechanism of the Financial Conduct Authority. This auditor’s report provides
no assurance over whether the annual financial report has been prepared using the correct electronic
reporting format.
Richard Metcalfe (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London
EC4M 7AU
28 August 2025
to the members of Carclo plc
Company balance sheet
as at 31 March 2025
1.
See note 32 Basis of preparation for the Company: prior year restatement, for the nature of the prior year restatement.
Restated
1
2025
2024
Notes
£000
£000
Fixed assets
Property, plant and equipment
34
79
199
Intangible assets
35
72
89
Investments in subsidiary undertakings
36
23,560
23,560
Deferred tax assets
41
283
283
23,994
24,131
Current assets
Debtors – amounts falling due within one year
37
40,530
52,965
Debtors – amounts falling due after more than one year
37
805
214
Cash at bank and in hand
1,468
146
42,803
53,325
Creditors – amounts falling due within one year
Trade and other creditors
39
(135,197)
(116,336)
Provisions
38
(12)
(135,197)
(116,348)
Net current liabilities
(92,394)
(63,023)
Total assets less current liabilities
(68,400)
(38,892)
Creditors – amounts falling due after more than one year
40
(9,893)
(29,732)
175
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Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
continued
Company balance sheet
as at 31 March 2025
Restated
1
2025
2024
Notes
£000
£000
Net assets excluding pension liability
(78,293)
(68,624)
Pension liability
42
(51,743)
(37,186)
Net liabilities
(130,036)
(105,810)
Capital and reserves
Called-up share capital
24
3,671
3,671
Share premium account
7,359
7,359
Profit and loss account
(141,066)
(116,840)
Shareholders’ deficit
(130,036)
(105,810)
1.
See note 32 Basis of preparation for the Company: prior year restatement, for the nature of the prior year restatement.
The Company reported a loss after tax for the year of £9.0m (2024: loss of £13.6m).
These accounts were approved by the Board of Directors on 28 August 2025 and were signed on its behalf by:
Frank Doorenbosch
Chief Executive Officer
Ian Tichias
Chief Financial Officer
Registered Number 00196249
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Financial statements
Additional information
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Financial statements
Additional information
Carclo plc
Annual report and accounts 2025
177
Company statement of changes in equity
as at 31 March 2025
Share
Share
Profit and
Total
capital
premium
loss account
equity
Notes
£000
£000
£000
£000
Balance at 1 April 2023
3,671
7,359
(41,157)
(30,127)
Prior year restatement
1
(59,497)
(59,497)
Balance at 1 April 2023 restated
3,671
7,359
(100,654)
(89,624)
Loss for the year
(13,561)
(13,561)
Other comprehensive expense
Remeasurement losses on defined benefit pension scheme
21
(2,668)
(2,668)
Total comprehensive expense for the year
(16,229)
(16,229)
Transactions with owners recorded directly in equity
Share-based payments
43
43
Taxation on items recorded directly in equity
Balance at 31 March and 1 April 2024
1
3,671
7,359
(116,840)
(105,810)
Loss for the year
(8,995)
(8,995)
Other comprehensive expense
Remeasurement losses on defined benefit pension scheme
21
(15,253)
(15,253)
Total comprehensive expense for the year
(24,248)
(24,248)
Transactions with owners recorded directly in equity
Share-based payments
22
22
Balance at 31 March 2025
3,671
7,359
(141,066)
(130,036)
1.
See note 32 Basis of preparation for the Company: prior year restatement, for the nature of the prior year restatement.
Notes to the Company financial statements
for the year ended 31 March 2025
32 Basis of preparation for the Company
Prior year adjustment
As set out in note 30, the Company has a large number of subsidiary undertakings that are dormant and which
have not traded for a number of years. The assets and liabilities in the balance sheets of these subsidiaries
relate to intercompany receivables and intercompany payables and, in some cases, investments in other
Carclo subsidiary undertakings. The Company’s carrying value of investments in the dormant subsidiary
undertakings at 31 March 2024 was £54.0m. The carrying value of the investment in each immediate dormant
subsidiary is no more than the net asset position of each individual subsidiary undertaking or its sub grouping,
excluding any historic impairment of intercompany receivables recorded by the subsidiary undertaking. On
this basis the carrying value of the dormant subsidiary undertakings was previously assessed as appropriate.
Since 31 March 2025, the Company has commenced a project with the objective of streamlining the Group
legal entity structure and has reviewed the carrying value of investments in subsidiary undertakings and
the matrix of intercompany receivables and payables. The Company has intercompany payables owing to
immediate subsidiary undertakings that are dormant and their subgroupings of £74.9m.
The Company has insufficient available funds to fully settle these intercompany liabilities, either on demand
or in the near future. Were the dormant subsidiary undertakings to impair the receivable amounts owing
from the Company, this would reduce the net asset value of these undertakings to less than the carrying
value of the investment recorded by the Company. On this basis, the full £54.0m carrying value in the
investment in these dormant subsidiary undertakings is required to be impaired by the Company. Additionally,
intercompany receivables of £5.5m owing to the Company from dormant subsidiary undertakings are
required to be impaired as recovery is contingent on settlement of other intercompany liabilities by the
Company.
The carrying value of investment in these dormant undertakings, along with the amounts of the intercompany
receivables and payables between the Company and these dormant undertakings has been unchanged for
a number of years. As such, the combined charge of £59.5m arising on the impairment of investments and
intercompany receivables by the Company has been recorded as a prior year adjustment. to correct a prior
period error.
IFRS 9 does not permit the derecognition of the liability recorded by the Company in favour of these
dormant subsidiary undertakings without settlement or formal legal release. The legal entity streamlining
project is expected to address the specific requirements of IFRS 9 in this area enabling a future credit to
the profit and loss account or shareholders' equity. The impairment and reversal do not affect the results or
financial position of the Group as the corresponding entries eliminate on consolidation. Additionally, there is
no actual or anticipated flow of funds from the Group arising from the recognition of the impairment charge
or future reversal.
The impact of the restatement on the prior year comparatives is a reduction in the carrying value of
investments of £54.0m and a reduction in debtors – amounts falling due within one year of £5.5m which
leads to an increase to net current liabilities of £5.5m. Together, the impact on the prior year comparatives is
a total increase to net liabilities and shareholders’ deficit of £59.5m.
The amount of the correction at the beginning of the earliest period presented, 1 April 2023, is the same as
that described above. The Company has applied the exemption available under FRS 101 not to present a third
balance sheet.
Going concern
The financial statements are prepared on the going concern basis.
The Company is a named borrower company under the BZ facility. The £36.0m borrowing facility with BZ
that was announced on 24 April 2025 provides available borrowings for a three-year term out to April 2028.
The facility includes an element of asset based lending and the level of borrowings are contingent upon the
value of certain classes of non-current and current assets held by the Group’s UK and US trading subsidiaries.
There are three primary financial covenants required to be tested under the BZ facility agreement, as follows:
Covenant
Definition
Threshold
Minimum EBITDA
Underlying
1
Group EBITDA calculated on
a last six months basis
No less than 75%
of budget
Fixed Charge
Cover Ratio
("FCCR")
Underlying
1
Group EBITDA divided by the sum of fixed charges
comprising debt service costs, debt repayments, pension
scheme contributions, tax payments, capital expenditure and
dividends or other capital distributions calculated on a last
twelve months basis
Until 31 March 2027
no less than 1:1
After 31 March 2027
no less than 1.05:1
CAPEX
Cash paid on tangible and intangible fixed assets measured
annually for the twelve months to 31 March
No more than 120%
of the annual budget
1.
See the glossary on page 197.
The Minimum EBITDA and FCCR covenants are required to be tested monthly from May 2025. If after
twelve months of the start of the facility agreement, testing has been compliant with covenants in the two
previous quarters then covenant testing will only be required on a quarterly basis. The CAPEX covenant is
required to be tested annually from 31 March 2026. The Group has complied with the minimum EBITDA
and FCCR financial covenants for the testing periods up to the date of signing the financial statements,
being May, June and July 2025.
The deficit recovery plan agreed with the Trustees of the UK defined benefit pension scheme as part of
the triennial valuation to 31 March 2024 includes an annual schedule of contributions of £3.5m through to
31 March 2029 and thereafter annual contributions of £5.8m indexed at 3.5% through to 31 March 2037.
Contributions are funded from cash generated by operations and have been reflected in the cash flow and
covenant forecasts reviewed by the Directors.
The Group is subject to a number of key risks and uncertainties, as detailed in the principal risks and
uncertainties section on pages 49 to 55. Mitigation actions to address the risks are also set out in that
section of the report. These risks and uncertainties have been considered in the base case and downside
sensitivities and have been modelled accordingly. The specific climate-related matters set out in the TCFD
section on pages 34 to 39 have been considered and they are not expected to have a significant impact on
the Group’s going concern assessment.
The Group has prepared a forecast of financial projections for the three-year period to 31 March 2028.
The forecast underpins the going concern assessment, which has been made for the period through
to December 2026, being 21 months after the year end, consistent with the previous going concern
assessment and 16 months from when the financial statements are authorised for issue.
178
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Strategic report
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Financial statements
Additional information
Notes to the Company financial statements
continued
for the year ended 31 March 2025
32 Basis of preparation for the Company
continued
Going concern
continued
The Directors have reviewed cash flow and covenant forecasts over this period considering the Group’s
available borrowing facilities and the terms of the arrangements with the Group’s lender and the UK
defined benefit pension scheme.
The base case reflects the forecast of financial projections prepared by the Group for the three-year
period to 31 March 2028 and includes assumptions around revenue growth, modest improvement in
margins, consistent working capital trends and stable interest rates. The forecast shows adequate
headroom and supports the position that the Group can operate within its available borrowing facilities
and covenants throughout this period.
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 but plausible downside scenarios.
These sensitivities attempt to incorporate identified risks set out in the principal risks and uncertainties
section of this report.
Plausible downside sensitivities include a range of scenarios modelling the financial effects of a reduction
in forecast revenue of 3% with a consistent percentage decline in variable costs, a reduction in gross
margin of 1% and a 1% increase in interest rates. At the point at which the underlying operating target is not
achieved, management bonuses are not payable. The downside scenario modelling factors this in but did
not allow for the benefit of any other action that could be taken by management to mitigate the impact of
the downside scenarios. Under the three plausible downside scenarios modelled, the Group continues to
meet minimum covenant requirements in the next 16 months, although with reduced headroom.
The Directors also assessed, as part of its reverse stress testing, what level of downside impact the Group
could sustain on these three scenarios, before it breaches its financial covenants. A reduction in forecast
revenue of 7% with a consistent percentage decline in variable costs or a reduction in gross margin of 3%,
again without any mitigations beyond the non-payment of management bonuses, would lead to covenant
breaches. Two additional severe but plausible downside scenarios have also been modelled, reflecting a
reduction in forecast revenue of 10% with a consistent percentage decline in variable costs and a reduction
in gross margin of 5%. These scenarios result in breaches of both the FCCR and Minimum EBITDA
covenants. In such circumstances, mitigating actions available to the Group are the deferral or cancellation
of capital expenditure and the reduction in non-variable costs. A combination of these actions, at levels
that the Directors believe is attainable, offset the impact of the severe but plausible downside scenarios
to bring both covenants back within threshold. The increase in interest rates required to breach the FCCR
covenant is so significant that it is not considered plausible.
The Group is not exposed to high-risk sectors or countries but is dependent on 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 49 to 55.
It should be noted that the Group is operating in a period of material geopolitical and macroeconomic
uncertainty. The Directors continue to monitor these risks and their plausible impact, however, their potential
severity is dependent upon many external factors and is difficult to predict. Accordingly, the actual financial
impact of these risks may materially differ from the Directors’ current view of their plausible impact.
At 31 March 2025, the Company reports net liabilities of £130.0m (31 March 2024: net liabilities £105.8m
(restated)) and net current liabilities of £92.4m (31 March 2024: net current liabilities £63.0m (restated)).
At 31 March 2025 creditors falling due within one year include the full £21.2m HSBC term loan owing at
that time as, at that date, the facility had an expiry date of 31 December 2025 and £109.3m due to Group
undertakings. Additionally, there was £9.9m of intercompany creditors falling due in more than one year
and a liability on the UK defined benefit pension scheme of £51.7m.
The HSBC facility was fully extinguished in April 2025 by drawings made on the BZ facility. Payments made
into the UK defined benefit pension scheme are defined by the 2024 deficit recovery plan, established at
the time of the triennial Scheme valuation, at amounts that are considered manageable by the Directors.
The Company can control the timing of payment of the amounts owed to Group undertakings and will
not make payments until it has sufficient funds to do so. Projections prepared by the Company indicate
that there are sufficient funds available from the repatriation of cash from trading subsidiaries to meet the
Company’s third party liabilities over the going concern period.
Aside from borrowing under the BZ agreement, additional sources of funding available to the Company
are from the repatriation of cash from trading companies in the Group by way of the settlement of invoices
for management services and royalties, intercompany dividends and intercompany loan agreements.
On the basis of the base case forecast and the severe but plausible downside sensitivity testing, the
Directors have determined that it is reasonable to assume that the Company will have access to the
required funding to meet its debts as they fall due and the Group will continue to operate within available
borrowing facilities and adhere to the covenant tests to which it is subject throughout at least the 16 month
period from the date of signing the financial statements through to December 2026.
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 2025 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.
179
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Notes to the Company financial statements
continued
for the year ended 31 March 2025
32 Basis of preparation for the Company
continued
Accounting policies for the Company
continued
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect
of the following disclosures:
disclosure of a third balance sheet in respect to a prior year adjustment;
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 48.
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 2024. 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 2024:
IAS 1 Presentation of Financial Statements (Amendment): Non-current liabilities with covenants
(effective date 1 January 2024);
IFRS 16 Leases (Amendment): Leases on sale and leaseback (effective date 1 January 2024); and
FRS 101 Reduced Disclosure Framework (Amendments) (effective date 1 January 2024).
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.
180
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Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Notes to the Company financial statements
continued
for the year ended 31 March 2025
32 Basis of preparation for the Company
continued
Accounting policies for the Company
continued
As a lessee
continued
Lease payments included in the measurement of the lease liability comprise the following:
fixed payments, including in-substance fixed payments;
variable lease payments that depend on an index or a rate, initially measured using the index or rate as at
the commencement date;
amounts expected to be payable under a residual value guarantee; and
the exercise price under a purchase option that the Company is reasonably certain to exercise, lease
payments in an optional renewal period if the Company is reasonably certain to exercise an extension
option, and penalties for early termination of a lease unless the Company is reasonably certain not to
terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a change in
the Company’s estimate of the amount expected to be payable under a residual value guarantee, if the
Company changes its assessment of whether it will exercise a purchase, extension or termination option,
or if there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying
amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use
asset has been reduced to zero.
The Company presents right-of-use assets that do not meet the definition of investment property in
“tangible fixed assets” and lease liabilities in “trade and other creditors – amounts falling due in less than
one year” and “creditors – amounts falling due after more than one year” in the balance sheet.
Short-term leases and leases of low-value assets
The Company has elected not to recognise right-of-use assets and lease liabilities for leases of low-value
assets and short-term leases, including IT equipment. The Company recognises the lease payments
associated with these leases as an expense on a straight-line basis over the lease term.
c) Investments
Fixed asset investments are stated at cost less provision for impairment where appropriate. The Directors
consider annually whether a provision against the value of investments on an individual basis is required.
Such provisions are charged in the profit and loss account in the year.
d) Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and accumulated
impairment losses.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted
for as separate items of property, plant and equipment.
Depreciation is charged to the profit and loss account on a straight-line basis over the estimated useful
lives of each part of an item of 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.
181
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Strategic report
Corporate governance
Financial statements
Additional information
Notes to the Company financial statements
continued
for the year ended 31 March 2025
32 Basis of preparation for the Company
continued
Accounting policies for the Company
continued
f) Employee benefits
continued
Defined benefit plans
continued
The discount rate is the yield at the reporting date on bonds that have a credit rating of at least AA that
have maturity dates approximating the terms of the Company’s obligations and that are denominated in
the currency in which the benefits are expected to be paid.
Remeasurements arising from defined benefit plans comprise actuarial gains and losses, the return on plan
assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest). The Company
recognises them immediately in other comprehensive income and all other expenses related to defined
benefit plans in employee benefit expenses in profit or loss.
When the benefits of a plan are changed, or when a plan is curtailed, the portion of the changed benefit
related to past service by employees, or the gain or loss on curtailment, is recognised immediately in profit
or loss when the plan amendment or curtailment occurs.
The calculation of the defined benefit obligations is performed by a qualified actuary using the projected
unit credit method. When the calculation results in a benefit to the Company, the recognised asset
is limited to the present value of benefits available in the form of any future refunds from the plan or
reductions in future contributions and takes into account the adverse effect of any minimum funding
requirements.
The liability in respect of the defined benefit plan is the fair value of the plan assets less the present value
of the defined benefit obligation at the balance sheet date, together with adjustments for actuarial gains
and losses. Actuarial gains and losses that arise are recognised in full, with the movement recognised in the
statement of comprehensive income.
The Company is the principal sponsoring employer of a UK-group defined benefit pension plan. As there
is no contractual agreement or stated Group policy for charging the net defined benefit cost of the plan
to participating entities, the net defined benefit cost of the pension plan is recognised fully by the principal
sponsoring employer, which is the Company.
g) Foreign currency
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the
transaction or, if hedged forward, at the rate of exchange under the related forward currency contract.
Monetary assets and liabilities denominated in foreign currencies are translated using the contracted rate
or the rate of exchange ruling at the balance sheet date and the gains or losses on translation are included
in the profit and loss account.
h) Financial instruments
The Company uses derivative financial instruments to hedge its exposure to foreign exchange rate risks
arising from operational activities. In accordance with its treasury policy, the Company does not hold or
issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for
hedge accounting are accounted for as trading instruments.
Derivative financial instruments are recognised initially at fair value. The gain or loss on remeasurement
of fair values is recognised immediately in the income statement. However, where derivatives qualify
for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being
hedged. At the year end no derivative financial instruments qualified for hedge accounting.
i) Share-based payments
Share-based payment arrangements in which the Company receives goods or services as consideration
for its own equity instruments are accounted for as equity-settled share-based payment transactions,
regardless of how the equity instruments are obtained by the Company.
The grant date fair value of share-based 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 24 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.
182
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Annual report and accounts 2025
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Corporate governance
Financial statements
Additional information
Notes to the Company financial statements
continued
for the year ended 31 March 2025
33 Personnel
The average number of employees of the Company in the year was 21 (2024: 19) all of whom are based in
the United Kingdom.
34 Property, plant and equipment
Land and
buildings
£000
Plant and
equipment
£000
Total
£000
Cost
Balance at 31 March and 1 April 2024
141
397
538
Additions
4
4
Disposals
(141)
(76)
(217)
Balance at 31 March 2025
325
325
Depreciation and impairment losses
Balance at 31 March and 1 April 2024
86
253
339
Depreciation charge
15
69
84
Disposals
(101)
(76)
(177)
Balance at 31 March 2025
246
246
Carrying amounts
At 31 March 2024
55
144
199
At 31 March 2025
79
79
35 Intangible fixed assets
Computer software
£000
Cost
Balance at 31 March and 1 April 2024
1,300
Additions
49
Disposals
(304)
Balance at 31 March 2025
1,045
Amortisation and impairment losses
Balance at 31 March and 1 April 2024
1,211
Amortisation charge
66
Disposals
(304)
Balance at 31 March 2025
973
Carrying amounts
At 31 March 2024
89
At 31 March 2025
72
183
Carclo plc
Annual report and accounts 2025
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Corporate governance
Financial statements
Additional information
Notes to the Company financial statements
continued
for the year ended 31 March 2025
36 Investments in subsidiary undertakings
2025
£000
Restated
1
2024
£000
Restated
1
1 April 2023
£000
Cost
At 1 April
150,117
150,117
150,117
At 31 March
150,117
150,117
150,117
Provisions
At 1 April
126,557
120,557
120,557
Impairment
6,000
At 31 March
126,557
126,557
120,557
Net book value
At 31 March
23,560
23,560
29,560
1.
See note 32 Basis of preparation for the Company: prior year restatement, for the nature of the prior year restatement.
Value in use models are used to assess the recoverable amount of investments in the material trading
subsidiaries.
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 0.6% and 4.5% (31 March 2024: 1.5% and 4.3%) depending upon
the market served. The cash flows are discounted at a weighted average pre-tax rate of between 14.6% and
19.6% (31 March 2024: 14.4% and 22.1%). The discount 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.
Following the prior year restatement, the Directors are comfortable that there is sufficient headroom
between recoverable amount and net book value of all investments in subsidiary undertakings and that any
reasonably possible changes to key assumptions would not result in an impairment. As such, no impairment
of investments has been recognised in the current year.
During the prior year, the restructuring of a major customer of the CTP India entity resulted in de-stocking
and the development of a new business plan which meant that as at 31 March 2024, the investment value
of the Company in the CTP India entity exceeded the recoverable amount calculated and, as such, an
impairment of £6.0m was recognised. There has been no further impairment calculated in the current year.
A list of subsidiary undertakings is given in note 30 to the Group financial statements.
37 Debtors
2025
£000
Restated
1
2024
£000
Restated
1
1 April 2023
£000
Debtors – amounts falling due within
one year:
Amounts owed by Group undertakings
38,869
51,768
67,424
Other debtors
193
155
268
Prepayments and accrued income
1,468
1,042
220
40,530
52,965
67,912
Debtors – amounts falling due after more
than one year:
Amounts owed by Group undertakings
211
214
220
Prepayments and accrued income
594
Total
805
214
220
1.
See note 32 Basis of preparation for the Company: prior year restatement, for the nature of the prior year restatement.
Amounts owed by Group undertakings which fall due within one year are primarily non-interest bearing and
repayable on demand.
In accordance with IFRS 9, the Company assesses expected credit losses (“ECL”) on balances owed
by Group undertakings, including those classified as repayable on demand. The Company applies the
simplified ECL approach, where ECL is minimal if the borrower can repay in full, or recovery is expected
over time. Receivables are written off when recovery is no longer expected, with write-offs derecognised
under IFRS 9 and any recoveries recognised in profit or loss.
Amounts owed by Group undertakings are presented after provision for credit risk.
Movements on the Company’s loss provision on amounts owed by Group undertakings were as follows:
2025
£000
Restated
1
2024
£000
Restated
1
1 April 2023
£000
At 1 April
7,376
7,376
7,376
Movement on loss provision during the year
At 31 March
7,376
7,376
7,376
1.
See note 32 Basis of preparation for the Company: prior year restatement, for the nature of the prior year restatement.
184
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Notes to the Company financial statements
continued
for the year ended 31 March 2025
38 Provisions
2025
£000
2024
£000
Balance at 1 April
12
302
Provision established in the year
12
Provisions used in the year
(11)
(7)
Provision released in the year
(1)
(295)
Balance at 31 March
12
During the year to 31 March 2024, a provision of £0.01m was recognised in respect of a legal claim for
which external advice had been sought. This claim was settled during the year ended 31 March 2025, a
small unutilised balance was released to the profit and loss account as a non-underlying item. No further
provisions were required at 31 March 2025.
39 Trade and other creditors – amounts falling due within one year
2025
£000
2024
£000
Bank overdrafts
765
4,479
Trade creditors
950
574
Taxation and social security
99
64
Lease liabilities
59
88
Other creditors
11
Accruals and deferred income
2,788
1,255
Amounts owed to Group undertakings
109,277
107,557
Bank loans
21,233
2,299
Other loans
26
9
135,197
116,336
Until 26 March 2025 the Group had a net UK multi-party, multi-currency overdraft facility with a £nil net
limit and a £12.5m gross limit per party. Since that date, the Group does not have an overdraft facility
available. At 31 March 2025, Carclo plc was briefly overdrawn due to timing of cash flows, however, the
balance was immediately repaid on 1 April 2025, with no adverse consequence. At the prior year end,
Carclo plc was party to the multi-currency facility and had an overdraft of £4.5m.
Bank loans include £21.4m (31 March 2024: £24.3m) 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 assets of a number of the Group’s companies. Bank loans are presented as due within one year
at 31 March 2025 as the facility arrangement with the lending bank was due to expire on 31 December
2025 and the outstanding balance repaid. On 24 April 2025, the Group completed the refinancing of its
primary external borrowing facility with the announcement of a three year multi-currency borrowing facility
agreement with BZ Commercial Finance DAC (“BZ”). See note 31 for further information.
Additional security is granted by the Company to the bank such that at 31 March 2025, the gross value of
the Company’s assets secured amounted to £66.4m (31 March 2024: £143.1m).
Amounts owed to Group undertakings which fall due within one year are non-interest bearing and
repayable on demand.
40 Creditors – amounts falling due after more than one year
2025
£000
2024
£000
Bank loans
21,683
Other loans
2
53
Amounts owed to Group undertakings
9,884
7,904
Lease liabilities
7
92
9,893
29,732
Amounts owed to Group undertakings which fall due after more than one year bear interest at market
interest rates.
On 5 July 2024 the lending facilities were successfully extended to 31 December 2025. The facilities in
place at 31 March 2025 were repaid in full on 24 April 2025 when the Group completed its refinancing
arrangements with its new lending partner, BZ Commercial Finance DAC (“BZ”). At 31 March 2025 bank
loans have therefore been presented as falling due within one year.
185
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Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Notes to the Company financial statements
continued
for the year ended 31 March 2025
41 Deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets
Liabilities
Net
2025
£000
2024
£000
2025
£000
2024
£000
2025
£000
2024
£000
Revaluation of property
283
283
283
283
Deferred tax assets
283
283
283
283
Deferred tax assets have not been recognised in respect of the following items:
2025
£000
2024
£000
Tax losses – trading
5,375
5,328
Tax losses – capital
50
52
Tax losses – non-trading
363
772
Short-term timing differences
1,594
460
Employee benefits
12,936
9,298
Tangible fixed assets
144
146
20,462
16,056
Deferred tax assets have not been recognised on the balance sheet to the extent that the underlying timing differences are not expected to reverse in the foreseeable future. This situation is expected to continue in the
medium term. Capital losses will be recognised at the point when a transaction gives rise to an offsetable capital gain; this was not the case at 31 March 2025. Similarly, non-trading losses will only be utilised against future
non-trading profits. No such non-trading profits are foreseen at 31 March 2025.
The tax losses at 31 March 2025 are available to carry forward without time restriction.
There has been no change to the deferred tax asset during the year, or the prior year, as follows:
Balance at
1 April 2023
and 2024
£000
Recognised
in income
£000
Recognised
in other
comprehensive
income
£000
Balance at
31 March 2024
and 2025
£000
Revaluation of property
283
283
283
283
186
Carclo plc
Annual report and accounts 2025
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Corporate governance
Financial statements
Additional information
Notes to the Company financial statements
continued
for the year ended 31 March 2025
42 Pension liability
The Group operates a UK defined benefit pension scheme which provides pensions based on service and
final pay.
The Company was the sponsoring employer throughout the current and prior year and full disclosures in
respect of the Scheme are given in note 21 of the Group financial statements. Additional security is granted
by the Company to the Scheme Trustees such that, at 31 March 2025, the gross value of the Company’s
assets secured amounted to £66.4m (31 March 2024: £143.1m).
43 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 2025, the plan held
3,077 of its own shares (31 March 2024: 3,077 shares). The original cost of these shares was £0.003m
(31 March 2024: £0.003m). The cost of the shares was charged against the profit and loss account.
44 Contingent liabilities
At 31 March 2025, the potential impact on the Carclo Group defined benefit scheme from the Virgin Media
ruling cannot be confirmed and/or measured with sufficient certainty, and therefore no provision has been
recognised. See note 21 of the Group financial statements for further information.
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 2025 was £nil
(31 March 2024: £nil).
45 Financial commitments
2025
£000
2024
£000
Contracted future capital expenditure
49
46 Profit and loss account
The Company loss after tax for the year amounts to £9.0m (2024: £13.6m loss).
47 Related parties
The Company has a related party relationship with its subsidiaries set out in note 30, its Directors and
executive officers and the Group defined benefit pension scheme. There are no transactions that are
required to be disclosed in relation to the Group’s 64% dormant subsidiaries.
Transactions with related parties are set out in note 29 of the Group financial statements.
In addition to this:
interest payable to Group companies during the year was £0.9m (2024: £0.8m) and interest receivable
from Group companies during the year was £nil (2024: £nil);
royalties receivable from Group companies during the year were £1.2m (2024: £1.6m);
management fee income receivable from Group companies during the year was £1.2m (2024: £1.1m);
and
dividends were received from Group companies during the year totalling £2.1m (2024: £1.5m).
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 73 to 93.
48 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.
187
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Annual report and accounts 2025
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Corporate governance
Financial statements
Additional information
48 Accounting estimates and judgements
continued
Going concern
Key judgements
Management has exercised judgement over the likelihood of the Company being able to continue to
operate within its available borrowing facilities and in accordance with related lender covenants for at least
16 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 Company should
operate the going concern basis of preparation for these financial statements.
Defined benefit pension assumptions
Note 21 contains information about management’s estimate of the net liability for defined benefit
obligations and their risk factors. The UK defined benefit pension liability at 31 March 2025 amounts to
£51.7m (31 March 2024: £37.2m).
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 21.
In the year to 31 March 2022 and the year to 31 March 2021, the Scheme introduced a right for members to
Pension Increase Exchange (“PIE”) and a Bridging Pension Option respectively. Having taken actuarial advice,
management exercised judgement that, for each, 40% of members would take the options 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 statement of comprehensive income.
Valuation of investments in material trading subsidiary undertakings
Note 36 contains information about management’s estimates of the recoverable amount of investments in
material trading subsidiary undertakings and their risk factors.
Key judgements
As set out in more detail in note 36, the recoverable amounts are based on value in use and fair value less
costs of disposal calculations. Management has exercised judgement over the cash flow projections used
in the value in use models, which are taken from the management approved three-year plan. These are a
key factor in determining whether there is any impairment in these investments.
Key sources of estimation uncertainty
Cash flows used in the value in use model beyond the three-year plan are extrapolated using estimated
growth rates which vary depending on the market being served, and the cash flows are discounted
at country specific discount rates which are calculated annually. These are key factors in determining
whether there is any impairment in these investments. 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.
Valuation of investments in dormant subsidiary undertakings
Note 32 contains information about the prior year adjustment made to record an impairment charge
of £54.0m in respect of the carrying value of investments in immediate subsidiary undertakings that
are dormant.
Key judgements
The impairment charge of £54.0m arises as the Company has insufficient available funds to fully settle
intercompany liabilities owing to dormant undertakings, either on demand or in the near future. As a result,
the impairment of the counterparty receivable recorded by the dormant undertaking means that the
Company’s carrying value of the investment in the dormant undertakings is impaired.
The intercompany nature of the transactions is circular in that the Company has both assets and liabilities
relating to the individual dormant undertakings. Despite the impairment of the carrying value of individual
dormant entity investments, IFRS 9 does not permit the Company to derecognise the liability with that
same counterparty as the liability is neither settled nor is it legally released.
Since 31 March 2025, the Company has commenced a project with the objective of streamlining the
Group legal entity structure that is expected to address the specific requirements of IFRS 9 concerning
the derecognition of offsetting intercompany liabilities that will, in future periods, result in a credit to the
Company profit and loss account in excess of the £54.0m impairment charge recorded by the Company.
Notes to the Company financial statements
continued
for the year ended 31 March 2025
188
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Notes to the Company financial statements
continued
for the year ended 31 March 2025
48 Accounting estimates and judgements
continued
Classification and recoverability of amounts due from Group undertakings
Note 37 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. During the year, the Company has recognised an impairment
against amounts due from Group undertakings of £5.5m as a prior year adjustment to correct an
accounting error, see note 32. As a result of the Group legal entity structure project mentioned previously,
it is expected that a credit will be recognised to the Company profit and loss in a future period for the same
amount, once the requirements of IFRS 9 are met and the related Company liability can be derecognised.
Recognition of an intercompany liability in respect of a liquidated subsidiary
Note 39 contains information about the year end trade and other creditors falling due within one year,
including £109.3m in respect of amounts owed to Group undertakings. Included within this amount
is £52.2m owing to CTP Finance NV, a Group undertaking that was liquidated in 2020. The Company
has continued to show this liability in its balance sheet as the requirements of IFRS 9, concerning the
derecognition of the liability, have not been met.
Key judgements
CTP Finance NV, a Group undertaking that was registered in Curacao was liquidated in August 2020.
At the time of liquidation, CTP Finance NV wrote off the intercompany receivable due from the Company.
The write off of the intercompany receivable by CTP Finance NV does not meet the criteria required
under IFRS 9 for derecognition of the corresponding liability owed by the Company. Curacao law allows
the liquidation to be re-opened and the Company has, after 31 March 2025, commenced an application
to the court in Curacao to re-open the liquidation with a view to completing the necessary steps, whether
through settlement or legal release, to facilitate derecognition under IFRS 9.
Recognition of deferred tax assets
Note 41 contains information about the deferred tax assets recognised in the balance sheet.
Key judgements
Management has exercised judgement over the level of future taxable profits in the UK against which to
relieve the Company’s deferred tax assets. On the basis of this judgement, except for £0.3m deferred
tax asset recognised on historic property revaluations which on consolidation in the Group accounts is
available to offset against a deferred tax liability of the same amount, £nil deferred tax assets have been
recognised at the year end (31 March 2024: £nil).
49 Post balance sheet events
On 24 April 2025, the Group completed the refinancing of its primary external debt facility and, at the
same time, concluded the triennial actuarial valuation of the UK defined benefit pension scheme at
31 March 2024. See note 31.
189
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Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Reconciliation of non-GAAP financial measures
Reconciliation of non-GAAP financial measures are presented in the table below. Definitions are presented in the Glossary on page 197.
a) Income statement measures
Continuing operations
Notes
2025
£000
Restated
1
2024
£000
Revenue
121,219
132,672
Profit/(loss) after tax
872
(3,389)
Add back/(less): Income tax expense/(credit)
10
1,780
(498)
Profit/(loss) before tax
2,652
(3,887)
Add back: Net financing charge
9
4,928
5,587
Operating profit
7,580
1,700
Add back: Non-underlying items
8
2,258
4,857
Underlying operating profit
9,838
6,557
Return on Sales
8.1%
4.9%
Add back: Depreciation and amortisation
13, 14
6,543
8,022
Underlying earnings before interest, tax, depreciation and amortisation (“EBITDA”)
16,381
14,579
Profit/(loss) before tax
2,652
(3,887)
Add back non-underlying items
8
2,258
4,857
Underlying profit before tax
4,910
970
Income tax expense/(credit)
10
1,780
(498)
(Less)/add back: non-underlying tax (expense)/credit
(10)
743
Group underlying tax expense
11
1,770
245
Group statutory effective tax rate
67.1%
12.8%
Group underlying effective tax rate
36.0%
25.3%
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
Information for shareholders
190
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Financial statements
Reconciliation of non-GAAP financial measures
continued
b) Net debt
Continuing operations
Notes
2025
£000
Restated
1
2024
£000
Cash at bank and cash deposits
18
10,745
10,453
Loans and borrowings - current
19
(24,844)
(11,232)
Loans and borrowings - non-current
19
(5,105)
(28,678)
Net debt
(19,204)
(29,457)
Underlying earnings before interest, tax, depreciation and amortisation (“EBITDA”)
16,381
14,579
Net debt to underlying EBITDA
1.17
2.02
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
c) Return on Capital Employed
Continuing operations
Notes
2025
£000
Restated
1
2024
£000
Underlying operating profit
9,838
6,557
Inventory
15
9,928
11,289
Contract assets
16
1,721
1,663
Trade and other receivables
17
16,253
18,800
Trade payables
23
(9,697)
(10,005)
All other payables
23
(11,094)
(7,485)
Contract liabilities
5
(1,624)
(2,998)
Provisions
22
(975)
(1,621)
Working capital
4,512
9,643
Property, plant and equipment
14
35,842
40,401
Capital employed
40,354
50,044
Return on Capital Employed (“ROCE”)
24.4%
13.1%
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
Information for shareholders
continued
191
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Financial statements
Reconciliation of non-GAAP financial measures
continued
d) Cash conversion rate
Continuing operations
Notes
2025
£000
Restated
1
2024
£000
Cash generated from operations
27
19,066
18,587
Earnings before interest, tax, depreciation and amortisation (“EBITDA”)
14,123
9,722
Cash conversion rate
135.0%
191.2%
1.
Cash generated from operations prior year comparative has been restated to exclude defined benefit pension scheme contributions net of Company settled administration costs which are instead presented on the face of the cash flow statement
as part of net cash flows from operating activities.
e) Fixed asset utilisation ratio
Notes
2025
£000
Restated
1
2024
£000
Revenue
121,219
132,672
Property, plant and equipment
14
35,842
40,401
Fixed asset utilisation ratio
3.4
3.3
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
f) Constant currency
Revenue by segment
2025
2024
Change
Statutory
£000
Statutory
£000
Impact of
exchange
movements
£000
Constant
currency
£000
Statutory
change
%
Constant
currency
change
%
CTP segment
Manufacturing Solutions
93,443
99,222
(1,422)
97,800
(5.8)%
(4.5)%
Design & Engineering
13,555
21,570
(291)
21,279
(37.2)%
(36.3)%
106,998
120,792
(1,713)
119,079
(11.4)%
(10.1)%
Speciality segment
14,221
11,880
(92)
11,788
19.7%
20.6%
121,219
132,672
(1,805)
130,867
(8.6)%
(7.4)%
Information for shareholders
continued
192
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Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Reconciliation of non-GAAP financial measures
continued
f) Constant currency
continued
Underlying operating profit by segment
2025
2024
Change
Statutory
£000
Statutory
£000
Impact of
exchange
movements
£000
Constant
currency
£000
Statutory
change
%
Constant
currency
change
%
CTP segment
12,328
8,917
145
8,772
38.3%
40.5%
Speciality segment
2,801
2,109
20
2,089
32.8%
34.1%
Central
(5,291)
(4,469)
(31)
(4,438)
(18.4)%
(19.2)%
9,838
6,557
134
6,423
50.0%
53.2%
Share price history and information
Share price history and information can be found on the internet at
www.carclo-plc.com.
Further information on Carclo plc
Further information on Carclo plc can be found on the internet at
www.carclo-plc.com.
Information for shareholders
continued
193
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Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
2025
£000
Restated
1
2024
£000
Restated
1
2023
£000
Restated
1
2022
£000
Restated
1
2021
£000
Group total:
Revenue
121,219
132,672
143,445
128,576
107,564
Underlying
2
operating profit
9,838
6,557
5,849
6,006
4,750
COVID-19-related US government grant income
2,087
Operating profit before non-underlying items
9,838
6,557
5,849
8,093
4,750
Non-underlying items
(2,258)
(4,857)
(4,710)
721
4,438
Operating profit
7,580
1,700
1,139
8,814
9,188
Net financing charge
(4,928)
(5,587)
(3,749)
(2,989)
(2,659)
Profit/(loss) before tax
2,652
(3,887)
(2,610)
5,825
6,529
Income tax (expense)/credit
(1,780)
498
(1,437)
(809)
(457)
Profit/(loss) after tax but before loss on disposal of discontinued operations
872
(3,389)
(4,047)
5,016
6,072
Underlying
2
operating profit
9,838
6,557
5,849
6,006
4,750
Add back: Amortisation of intangible assets
87
163
211
203
206
Underlying
2
earnings before interest, tax and amortisation (“EBITA”)
9,925
6,720
6,060
6,209
4,956
Add back: Depreciation of property, plant and equipment
6,456
7,859
7,905
6,915
5,864
Underlying
2
earnings before interest, tax, depreciation and amortisation (“EBITDA”)
16,381
14,579
13,965
13,124
10,820
Five-year summary
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
2. See the glossary on page 197.
194
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Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
2025
£000
Restated
1
2024
£000
Restated
1
2023
£000
Restated
1
2022
£000
Restated
1
2021
£000
Continuing operations:
Revenue
121,219
132,672
143,445
128,576
107,564
Underlying
2
operating profit
9,838
6,557
5,849
6,006
4,750
COVID-19-related US government grant income
2,087
Operating profit before non-underlying items
9,838
6,557
5,849
8,093
4,750
Non-underlying items
(2,258)
(4,857)
(4,710)
721
4,490
Operating profit
7,580
1,700
1,139
8,814
9,240
Net financing charge
(4,928)
(5,587)
(3,749)
(2,989)
(2,659)
Profit/(loss) before tax
2,652
(3,887)
(2,610)
5,825
6,581
Underlying
2
operating profit from continuing operations
9,838
6,557
5,849
6,006
4,750
Add back: Amortisation of intangible assets from continuing operations
87
163
211
203
206
Underlying
2
earnings before interest, tax and amortisation (“EBITA”) from continuing operations
9,925
6,720
6,060
6,209
4,956
Add back: Depreciation of property, plant and equipment from continuing operations
6,456
7,859
7,905
6,915
5,864
Underlying
2
earnings before interest, tax, depreciation and amortisation (“EBITDA”) from continuing operations
16,381
14,579
13,965
13,124
10,820
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
2. See the glossary on page 197.
Five-year summary
continued
195
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
2025
£000
Restated
1
2024
£000
Restated
1
2023
£000
Restated
1
2022
£000
Restated
1
2021
£000
Group total:
Return on sales (underlying
2
operating profit margin)
8.1%
4.9%
4.1%
4.7%
4.4%
Return on sales from continuing operations (underlying
2
operating profit margin)
8.1%
4.9%
4.1%
4.7%
4.4%
Effective tax rate
67.1%
12.8%
(55.1)%
13.9%
6.9%
Underlying
2
effective tax rate
36.0%
25.3%
91.8%
26.4%
21.9%
Earnings/(loss) per share
3
1.2p
(4.6)p
(5.5)p
7.8p
10.0p
Underlying
2
earnings per share
4.3p
1.0p
0.2p
3.0p
2.3p
Net debt
(19,204)
(29,457)
(34,360)
(32,405)
(27,596)
Return on Capital Employed
2
24.4%
13.1%
9.6%
9.5%
8.7%
Capital expenditure as a multiple of depreciation
0.4x
1.0x
0.7x
1.4x
1.8x
Average number of employees in year
958
1,059
1,116
1,062
1,048
1.
See note 1ii) Basis of preparation: prior year restatement, for the nature of the prior year restatement.
2. See the glossary on page 197.
3.
Earnings/(loss) per share is calculated based on profit after tax, attributable to equity holders of the parent company, including discontinued operations and is after non-underlying and separately disclosed items.
Five-year summary
continued
196
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Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Capital employed
Working capital and property, plant and equipment.
Cash conversion rate
Cash generated from operations divided by EBITDA.
Constant currency
Prior year income statement items translated at the average exchange rate of the current year.
EBIT and operating profit
Earnings, whether profit or loss, before interest and tax.
EBITDA
Earnings, whether profit or loss, before interest, tax, depreciation and amortisation.
Effective tax rate
Income tax (expense)/credit divided by the profit/(loss) before tax.
Fixed asset utilisation ratio
Trailing twelve month revenue divided by tangible fixed assets at the period end.
Group capital expenditure
Additions to intangible assets and property, plant and equipment.
Net debt
Cash and cash deposits less loans and borrowings.
Net debt to underlying EBITDA ratio
Net debt divided by underlying EBITDA.
Non-underlying
Transactions which fall within the ordinary activities of the Group that, by virtue of their size or incidence,
are considered to be non-underlying in nature.
ROCE
Return on Capital Employed being trailing twelve month underlying operating profit as a percentage of
capital employed at the period end.
ROS
Return on Sales being underlying operating profit as a percentage of revenue.
Trailing twelve months
The sum of income statement items over the preceding twelve month period.
Underlying
Financial performance adjusted to exclude all non-underlying items. Underlying profit after tax is profit
after tax adjusted to exclude all non-underlying items and attributable tax on such items.
Working capital
Current and non-current inventory, contract assets and trade and other receivables less current and
non-current trade payables, other payables and provisions.
Glossary
197
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
Company Secretary
Anne McArthur
Registered number
Registered in England 196249
Registered office
47 Wates Way
Mitcham
Surrey
CR4 4HR
United Kingdom
Telephone: +44 (0) 20 8685 0500
Email: company.secretary@carclo-plc.com
Company website
www.carclo-plc.com
Registrars
Equiniti
Highdown House
Yeoman Way
Worthing
West Sussex
BN99 3HH
Auditor
Forvis 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 Liberum
25 Ropemaker Street
London
EC2Y 9LY
Company and shareholder information
Financial calendar
Annual General Meeting
26 September 2025
Interim results for half year ending 30 September 2025
November/December 2025
Preliminary results for year ending 31 March 2026
June/July 2026
Annual report for year ending 31 March 2026
mailed July 2026
Annual General Meeting
August/September 2026
198
Carclo plc
Annual report and accounts 2025
Strategic report
Corporate governance
Financial statements
Additional information
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Registered office:
47 Wates Way
Mitcham
Surrey
CR4 4HR
T: +44 (0) 20 8685 0500
www.carclo-plc.com
investor.relations@carclo-plc.com
company.secretary@carclo-plc.com
Carclo plc
Annual report and accounts 2025