REG - Carclo plc - Full Year 2025 audited results
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RNS Number : 1309X Carclo plc 29 August 2025
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29 August 2025
Carclo plc
Full Year audited results for the year ended 31 March 2025
Carclo plc ("Carclo" or the "Group") today announces its audited results for
the financial year ended 31 March 2025 ("FY25").
Strategic successes drive improved operational and financial performance with
a solid platform for growth
2025 2024 Change
(restated)(2)
Revenue £121.2m £132.7m -8.6%
Underlying operating profit (1) £9.8m £6.6m +48.5%
Underlying EBITDA (1) £16.4m £14.6m +12.3%
Underlying basic earnings per share (1) 4.3p 1.0p +430%
Cash generated from operations (3) £19.1m £18.6m +2.7%
Net Debt £19.2m £29.5m -34.9%
Statutory operating profit £7.6m £1.7m +447%
Statutory profit/(loss) for the year £0.9m (£3.4m) n/a
Statutory diluted earnings per share 1.2p (4.6)p n/a
1. Underlying operating profit and underlying diluted earnings per share are
the equivalent statutory measures adjusted to eliminate the significant
one-off items not linked to the underlying performance of the business.
Underlying Earnings Before Interest Tax Depreciation and Amortisation (EBITDA)
is reported on the same basis.
2. Prior year comparatives have been restated to show a £0.9m dilapidations
provision in the balance sheet and annualised depreciation of £0.1m thereon
3. Cash generated from operations has been restated to exclude defined benefit
pension contributions paid net of Company settled administration costs
Financial highlights:
· Strong improvements in both Return on Sales at 8.1% (FY24: 4.9%)
and Return on Capital Employed of 24.4% (FY24 13.1%) progressing further
toward strategic targets of 10% and 25%, respectively
· Revenue down by 8.6% to £121.2m (FY24: £132.7m), largely driven
by strategic exit from short-run product lines in the US and Design &
Engineering revenue reduction to focus on margin enhancing portfolio
optimisation, partially offset by Manufacturing Solutions revenue like for
like growth
· Increase in underlying operating profit to £9.8m (FY24: £6.6m)
driven by manufacturing process optimisation, increased asset utilisation and
efficiency, with improved customer pricing
· Strong cash generation from operations of £19.1m (FY24: £18.6m)
with continued focus on selective capital investment and tight control of
working capital
· Significant reduction in net debt to £19.2m (FY24: £29.5m)
strengthening the balance sheet and further building a strong foundation for
the future
· Post year-end, in April 2025, the Group secured an expanded three
year £36m financing arrangement with BZ Commercial Finance DAC and agreed the
UK defined benefit pension scheme deficit recovery plan, providing certainty
of funding and pension scheme cash contributions
Strategic highlights:
· Significant improvement in safety culture and performance with
the Incident Frequency Ratio falling by more than 70% to 0.6 (FY24: 2.2).
Incident Frequency Rate is a measure of the number of safety incidents per
100,000 hours worked
· Strategic restructuring of US operations completed, culminating
in the successful closure of the Tucson facility and the integration of
manufacturing capabilities into Pennsylvania operations
· The integration of Aerospace and Light & Motion into a
consolidated Speciality Division including the strategic refocus of the
product portfolio toward higher-value precision solutions delivered excellent
results
· Deployment of standardised manufacturing platforms across the
Group's global operations providing significant strategic resilience against
ongoing geopolitical uncertainties
· Sustainability progress with a reduction in tCO2e per £million
revenue from 96.4 (FY24) to 87.3 (FY25). 98% of electricity used in the United
Kingdom now comes from renewable resources and our waste and energy reduction
initiatives expanded to cover all sites.
· Significant contract renewal announced in July 2025 with a major
customer reflecting customer trust and providing enhanced certainty over
medium term revenues
Outlook
The success of 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 Board expects the
Group to continue this positive trajectory through FY26 with continued margin
expansion and positive cash generation, 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.
Frank Doorenbosch, Chief Executive Officer commented-:
"I'm pleased to report the meaningful progress the business has made in
delivering strong results with improved performance. We have prioritised
health and safety, enhanced our financial position, and fortified our position
for lasting and stable growth.
With a clear vision, a robust strategy, and our commitment to our customers
and employees, we are confident in our ability to navigate the challenges
ahead as a stronger, more resilient organisation. The strength of our customer
relationships and the confidence they have in our business is demonstrated in
the recently announced contract renewal with one of our major customers.
We have a clear plan in place and remain focused on the delivery of our
strategy and taking advantage of the significant opportunities we have that
will drive profitable growth. With a substantial market opportunity and the
progress made, we remain well positioned to realise our exciting potential."
About Carclo plc
Carclo plc is a public company whose shares are quoted on the Main Market of
the London Stock Exchange. The Carclo Group is a global leader in
high-precision components with comprehensive, end-to-end manufacturing
capabilities. With expertise spanning mould design, automation, production,
assembly, and printing, Carclo supports critical growth sectors,
particularly life sciences, aerospace, and optics, with tailored, precision
solutions.
LEI: 21380078MEM399JPI956
Enquiries:
Carclo plc +44 (0)
20 8685 0500
Frank Doorenbosch - Chief Executive Officer
Ian Tichias - Chief Financial Officer
Forward-looking statements
Certain statements made in this annual report and accounts are forward-looking
statements. Such statements are based on current expectations and are subject
to a number of risks and uncertainties that could cause outcomes to differ
materially from those expected.
Alternative performance measures
A reconciliation to statutory numbers is included within the Finance Review.
The term "underlying" is not defined under IFRS and may not be comparable with
similarly titled measures used by other companies.
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.
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.
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.
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.
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
Chief Financial Officer's review
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.
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.
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).
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.
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.
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.
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.
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 Non-underlying
Continuing operations 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.
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 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 Until 31 March 2027 no less than 1:1
service costs, debt repayments, pension scheme contributions, tax payments,
capital expenditure and dividends or other capital distributions calculated on
a last twelve months basis
After 31 March 2027 no less than 1.05:1
CAPEX Cash paid on tangible and intangible fixed assets measured annually for the No more than 120% of the annual budget
twelve months to 31 March
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 in the annual report and
accounts. 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 in the annual
report and accounts 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 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 in the
annual report and accounts.
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
Consolidated income statement
for the year ended 31 March 2025
Restated(1)
2025 2024
Notes £000 £000
Continuing operations:
Revenue 121,219 132,672
Underlying operating profit 3 9,838 6,557
Non-underlying items 4 (2,258) (4,857)
Operating profit 3 7,580 1,700
Finance revenue 5 571 424
Finance expense 5 (5,499) (6,011)
Profit/(loss) before tax 2,652 (3,887)
Income tax (expense)/credit 6 (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 7
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.
Consolidated statement of comprehensive income
for the year ended 31 March 2025
Restated(1)
2025 2024
Notes £000 £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 12 (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 371 332
Deferred tax arising 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.
Consolidated statement of financial position
as at 31 March 2025
Restated(1)
2025 2024
Notes £000 £000
Non-current assets
Intangible assets 9 21,801 22,197
Property, plant and equipment 10 35,842 40,401
Deferred tax assets 641 864
Contract assets 170 -
Trade and other receivables 594 -
Total non-current assets 59,048 63,462
Current assets
Inventories 9,928 11,289
Contract assets 1,551 1,663
Trade and other receivables 15,659 18,800
Cash and cash deposits 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 11 24,844 11,232
Trade payables 9,697 10,005
All other payables 11,094 7,485
Current tax liabilities 752 564
Contract liabilities 1,624 2,998
Provisions - 721
Total current liabilities 48,011 33,005
Non-current liabilities
Loans and borrowings 11 5,105 28,678
Deferred tax liabilities 3,041 2,890
Provisions 975 900
Retirement benefit obligations 12 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 13 3,671 3,671
Share premium 7,359 7,359
Translation reserve 6,650 7,221
Retained earnings (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
Consolidated statement of changes in equity
for the year ended 31 March 2025
Attributable to equity holders of the Company
Share Share Translation Retained Non-controlling Total
capital premium reserve earnings Total interests equity
Notes £000 £000 £000 £000 £000 £000 £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 11 - - 332 - 332 - 332
Remeasurement losses on defined benefit pension scheme 12 - - - (2,668) (2,668) - (2,668)
Taxation on items above - - 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 13 - - - 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 11 - - 371 - 371 - 371
Remeasurement losses on defined benefit pension scheme 12 - - - (15,253) (15,253) - (15,253)
Taxation on items above - - 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 13 - - - 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.
Consolidated statement of cash flows
for the year ended 31 March 2025
Restated(1)
2025 2024
Notes £000 £000
Cash generated from operations 14 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 (2,633) (2,972)
administration costs
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 11
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 10,745 10,453
Bank overdrafts 11 (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.
Notes to the consolidated financial statements
for the year ended 31 March 2025
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. 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.
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 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 Until 31 March 2027 no less than 1:1
service costs, debt repayments, pension scheme contributions, tax payments,
capital expenditure and dividends or other capital distributions calculated on
a last twelve months basis
After 31 March 2027 no less than 1.05:1
CAPEX Cash paid on tangible and intangible fixed assets measured annually for the No more than 120% of the annual budget
twelve months to 31 March
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 in the annual report and
accounts. 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 in the annual
report and accounts 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 in the
annual report and accounts.
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.
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.
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.
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 9 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 9, 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 9.
Defined benefit pension assumptions
Note 12 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 12.
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. Lease liabilities reflect
adjustments based on management's assessment, regarding the likelihood of
exercising break options. This includes reductions where management is
reasonably certain that break options will be exercised and excludes potential
decreases where break options are available but are not expected to 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.
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.
Recognition of deferred tax assets
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 4 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.
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.
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 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
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(2) (111,875) (9,771) (4,469) (126,115)
Underlying operating profit/(loss)(2) 8,917 2,109 (4,469) 6,557
Non-underlying operating items (3,014) (295) (1,548) (4,857)
Operating profit/(loss)(2) 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(2)
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(2) 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 note 1ii) Basis of preparation: prior year restatement, for the
nature of the prior period restatement.
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:
External revenue Net segment (liabilities)/assets Expenditure on tangible
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).
4 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 15. 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 10 and £0.1m inventory provision as the
inventory was sold at cost during the year). 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.
5 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)
6 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 (387) 1,673
Total income tax (expense)/credit recognised in the consolidated income (1,780) 498
statement
Reconciliation of tax (expense)/credit for the year
The Group has reported an effective tax rate or 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(1) 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 note 1ii) Basis of preparation: prior year restatement, for the
nature of the prior year restatement.
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 13 33
7 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 73,965,499 73,435,167
share calculation
Effect of dilutive share options in issue(2) - 817,049
Weighted average number of ordinary shares (diluted) in the year for 73,965,499 74,252,216
underlying earnings per share calculation
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.
In addition to the above, the Company also calculates an earnings per share
based on underlying profit as the Board believes this provides a more useful
comparison of business trends and performance.
The following table reconciles the Group's profit/(loss) to underlying profit
after tax1 used in calculating underlying earnings per share:
Restated
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 - 1,020
tax
Non-underlying - Net costs arising from cancellation of future supply - 146
agreement net of tax
Non-underlying - Doubtful debt and related inventory provision net of tax - 109
Underlying profit after tax attributable to equity holders of the parent 3,140 725
The following table reconciles the Group's underlying operating profit to
underlying profit after tax attributable to equity holders of the parent:
Restated(1)
2025 2024
£000 £000
Underlying operating profit 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 3,140 725
1. 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(1)
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 4.3 1.0
Diluted underlying earnings per share 4.2 1.0
1. See note 1ii) Basis of preparation: prior year restatement, for the
nature of the prior year restatement.
8 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.
9 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
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.
10 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
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.
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.
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.
11 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
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.
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 15 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).
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
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.
12 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 below. In each instance these risks would detrimentally
impact the Group's statement of financial position and may give rise to
increased interest costs in the Group income statement. The Trustees could
require higher cash contributions or additional security from the Group.
The Trustees manage governance and operational risks through a number of
internal controls policies, including a risk register and integrated risk
management.
Risk Description Mitigation
Investment risk Weaker than expected investment returns result in a worsening in the Scheme's The Trustees continually monitor investment risk and performance and dedicate
funding position. specific time at each 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 IAS 19 The Trustees' investment strategy includes investing in liability-driven
defined benefit obligations. investments and bonds whose values increase with decreases in interest rates.
A decrease in gilt yields results in a worsening in the Scheme's funding At the end of the Group's accounting period, approximately 60% of the Scheme's
position. liabilities were hedged 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 members which The Trustees' investment strategy at the end of the Group's accounting period
in turn increases the Scheme's liabilities. included investing in 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 longer The Trustees' actuary provides regular updates on mortality, based on scheme
period which results in an increase in the Scheme's liabilities. experience, and the assumption continues to be reviewed.
The amounts recognised in the statement of financial position in respect of
the defined benefit scheme were as follows:
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 4) - 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.
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
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 3.75 3.75
3% p.a.
Allowance for pension in payment increases of RPI or 5% p.a. if less, minimum 4.30 4.30
4% p.a.
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
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.
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)
13 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.
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
Performance share plan - date granted 21 September 2023 Cash award TSR Cash award EPS Equity award TSR Equity award EPS equity award TSR equity award 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
Performance share plan - date granted 3 August 2022 Cash award TSR Cash award EPS Equity award TSR Equity award EPS equity award TSR equity award 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.
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
14 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.
15 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.
Information for shareholders
Reconciliation of non-GAAP financial measures
Reconciliation of non-GAAP financial measures are presented in the table
below.
a) Income statement measures
Restated(1)
2025 2024
Continuing operations Notes £000 £000
Revenue 121,219 132,672
Profit/(loss) after tax 872 (3,389)
Add back/(less): Income tax expense/(credit) 6 1,780 (498)
Profit/(loss) before tax 2,652 (3,887)
Add back: Net financing charge 5 4,928 5,587
Operating profit 7,580 1,700
Add back: Non-underlying items 4 2,258 4,857
Underlying operating profit 9,838 6,557
Return on sales 8.1% 4.9%
Add back: Depreciation and amortisation 9, 10 6,543 8,022
Underlying earnings before interest, tax, depreciation and amortisation 16,381 14,579
("EBITDA")
Profit/(loss) before tax 2,652 (3,887)
Add back non-underlying items 4 2,258 4,857
Underlying profit before tax 4,910 970
Income tax expense/(credit) 6 1,780 (498)
(Less)/add back: non-underlying tax (expense)/credit (10) 743
Group underlying tax expense 7 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.
b) Net debt
Restated(1)
2025 2024
Continuing operations Notes £000 £000
Cash at bank and cash deposits 10,745 10,453
Loans and borrowings - current 11 (24,844) (11,232)
Loans and borrowings - non-current 11 (5,105) (28,678)
Net debt (19,204) (29,457)
Underlying earnings before interest, tax, depreciation and amortisation 16,381 14,579
("EBITDA")
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
Restated(1)
2025 2024
Continuing operations Notes £000 £000
Underlying operating profit 9,838 6,557
Inventory 9,928 11,289
Contract assets 1,721 1,663
Trade and other receivables 16,253 18,800
Trade payables (9,697) (10,005)
All other payables (11,094) (7,485)
Contract liabilities (1,624) (2,998)
Provisions (975) (1,621)
Working capital 4,512 9,643
Property, plant and equipment 10 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.
d) Cash conversion rate
Restated(1)
2025 2024
Continuing operations Notes £000 £000
Cash generated from operations 14 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
Restated(1)
2025 2024
Notes £000 £000
Revenue 121,219 132,672
Property, plant and equipment 10 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
Impact of Constant
exchange Constant Statutory currency
Statutory Statutory movements currency change change
£000 £000 £000 £000 % %
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)%
Underlying operating profit by segment
2025 2024 Change
Impact of Constant
exchange Constant Statutory currency
Statutory Statutory movements currency change change
£000 £000 £000 £000 % %
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.
Glossary
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.
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