REG - Carclo plc - Half-year Financial Report
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RNS Number : 4470I Carclo plc 21 November 2025
21 November 2025
Carclo plc
Interim Report and Accounts
Half-year results for the six months ended 30 September 2025
Carclo plc ("Carclo" or the "Group"), a global precision engineering group
with comprehensive, end-to-end manufacturing capabilities is pleased to
announce results for the six months ended 30 September 2025 ('HY26').
HY26 Restated Change
HY25
Revenue £57.2m £61.0m (6.1)%
Underlying operating profit(2) £5.5m £3.4m 61.2%
Underlying EBITDA(2) £8.6m £7.1m 22.3%
Underlying basic earnings per share(2) 0.9p 0.6p 50.0%
Cash generated from operations £3.9m £7.3m (45.7)%
Net Debt £24.5m £25.2m 3.1%
Statutory operating profit £5.2m £2.4m 112.2%
Statutory profit/(loss) for the period £0.4m £(0.7)m -
Statutory diluted earnings/(loss) per share 0.5p (0.9)p -
1. See note 1 Basis of preparation: prior period restatement, for the nature
of the restatements.
2. 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.
Financial highlights:
· The Group achieved the important milestone of Return on Sales
('ROS') of 10.1% (HY25: 6.1%) and Return on Capital Employed ('ROCE') of 28.8%
(HY25: 17.5%) on a trailing twelve-month basis. Both are ahead of the targets
set in 2023, of 10% and 25% respectively. This provides the Group with a
strong platform to support further profitable growth
· Increase in like for like total Manufacturing Solutions revenue
has been more than offset by a reduction in Design & Engineering revenue
to focus on margin enhancing portfolio optimisation, and foreign exchange
headwinds, resulting in total revenue declining 6.1% to £57.2m (HY25:
£61.0m)
· Manufacturing process optimisation, increased asset utilisation
and efficiency aligned to the strategic portfolio reset has significantly
increased underlying operating profit 61.2% to £5.5m (HY25: £3.4m)
· Operating cash generation of £3.9m (HY25: £7.3m), with strong
EBITDA generation partially offset by anticipated normalisation of working
capital
· Net debt reduced to £24.5m (HY25: £25.2m). Positive cash
generation was partially offset by one-off £5.1m pension scheme contribution
paid in April 2025 as part of the re-financing arrangements
Strategic highlights:
· Structural improvements in safety culture and performance were
delivered with an Incident Frequency Ratio ('IFR') of 0.6 (HY25: 1.3).
Incident Frequency Rate is a measure of the number of safety incidents per
100,000 hours worked
· Significant contract renewal announced in July 2025 with a
major customer reflecting customer trust and providing enhanced revenue
visibility over the five-year period of the agreement
· In April 2025, the Group successfully secured an expanded three
year £36.0m 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
· Continued embedding standardised manufacturing platforms across
the Group's global operations provides significant strategic resilience
against ongoing geopolitical uncertainties having completed the portfolio
reset
· Consolidated Speciality division continues strong growth
trajectory with the focussed product portfolio on higher-value precision
solutions delivering excellent results
Outlook
The Board's expectations for the full year performance remain unchanged as the
Group maintains the positive momentum established in HY26 throughout the
remainder of FY26, with D&E revenues expected to slightly increase in the
second half, continued margin expansion and positive cash generation.
Medium-term growth initiatives are concentrated on advancing our presence
within the Life Sciences sector, where demand for high-precision solutions
remains robust, as well as sustaining growth in our Speciality division,
particularly within the aerospace segment. Recent developments, such as the
announcement of a significant contract renewal in July 2025, underscore our
long-standing strategic partnerships and the expanding markets for our
products.
We are confident in delivering sustainable profitable growth and enduring
value for all our stakeholders.
Commenting on the results, Frank Doorenbosch, Chief Executive Officer said:
"I'm delighted with the progress we continue to make across the business.
Importantly our IFR is now operating consistently at 0.6 demonstrating the
enhanced safety and culture we have embedded across our operations. The
business portfolio delivers a solid platform from which it can continue to
grow in a sustainable and profitable manner.
Significant opportunities exist in all our key market sectors. The strategic
focus is to continue the journey from being a volume provider to a focussed
engineering business providing value solutions, which will contribute to our
ongoing margin expansion and positive cash generation. I am excited about the
potential to build upon the foundations we have laid, made possible by the
hard work and commitment from all our colleagues across the business."
Enquiries:
Carclo
plc
+44 (0) 20 8685 0500
Frank Doorenbosch, Chief Executive Officer
Ian Tichias, Chief Financial Officer
Panmure Liberum (Corporate Broker) +44 (0) 20 3100 2000
Amrit Mahbubani
Mark Murphy
About Carclo plc:
Carclo is a global precision engineering group that designs, industrialises
and manufactures highly reliable solutions for Life Sciences, Aerospace and
Safety & Security markets, manufactured in-region, for-region.
Carclo plc is a public company whose shares are quoted on the Main Market of
the London Stock Exchange.
LEI: 21380078MEM399JPI956
Introduction from Chief Executive Officer
I would like to thank all my colleagues for their hard work in delivering a
strong performance in the first half of the year which saw an increased Return
on Sales (RoS) and Return on Capital Employed (ROCE) - two key metrics for the
Group. This was achieved alongside an improved safety performance. Once again,
this demonstrates the company's ability to improve its performance on a
sustainable basis and consistently, across our key financial metrics.
Total revenue was slightly lower than anticipated largely due to lower CTP
Design and Engineering revenue and foreign exchange headwinds arising from a
strengthening sterling since the beginning of the year. The Group's trading
performance in the period is in line with management's expectations, with
strong margin performance and positive underlying growth in both CTP
Manufacturing Solutions and our Speciality businesses at constant currency.
Health & Safety
Safety is our number one priority across the Group. The focus across all sites
to embed a safety culture reflects Carclo's commitment to operational
excellence and risk management. This culture directly supports sustainable
operational success and is demonstrated with a reduction in Incident Frequency
Ratio falling by more than 53% to 0.6 (HY25: 1.3).
Operational progress
In HY26, CTP continued to drive innovation in diagnostics and drug delivery,
while the Speciality division delivered progress in precision aerospace
components and advanced automotive and LED lighting solutions. Together, these
divisions are aligned to Carclo's long-term objectives, supporting sustained
growth and value creation.
CTP Manufacturing Solutions (MS)
The strategic realignment of the CTP Manufacturing Solutions portfolio was
completed in the first half of the prior financial year with the final exits
of the non-core short-run product lines in September 2024. The business is now
focused on delivering consistent operational performance following this
portfolio restructuring.
The consolidation of the US operations into Pennsylvania is bearing fruit,
with the new management focus and specialised production cells delivering
improved operational performance and resource utilisation. As a result, the US
business is demonstrating both underlying sales growth, before the effect of
currency translation, and improved margins delivering significantly improved
financial performance compared to prior year.
EMEA operations continue to perform strongly, with both steady top line growth
compared to prior year and solid margin performance as the strategy to focus
the UK operations on high volume, highly automated solutions with more
flexible, medium volume runs in our Czechia facility. In Asia Pacific, our
China operations have performed ahead of management's expectations in both
sales and margin delivery, whilst India has experienced below-forecast sales
performance due to lower demand from a key customer. We have secured
significant new business in India which should enable the shortfall to be
recovered in the second half.
CTP Design and Engineering (D&E)
Overall CTP D&E revenue in the first half was below both management
expectations and prior year run-rate due to lower customer activity in the US.
EMEA D&E customer project activity was ahead of both management
expectations and prior year performance. The D&E team continues to
maintain its focus on asset revitalisation and driving efficiency improvements
in our global manufacturing platform which remains critical to delivering our
medium-term financial goals.
Speciality
The Speciality division continues to grow strongly, with robust demand from
the aerospace sector coupled with market share gains in specialist machining
delivering double digit revenue growth. The focus on operational performance
and delivery, coupled with specialist, niche offerings enabled the business to
maintain strong margins. We have invested in additional capacity to support
this growth trajectory, with our first new CNC machine now operational at our
French facility.
Strategy and Markets
Carclo is a global precision engineering group that designs, industrialises
and manufactures regulated, high-reliability solutions at scale. We operate in
structurally growing, non-commoditised, and highly regulated markets.
The business has a global platform with end-to-end capability providing
customer solutions from design & tooling through automated manufacturing
and validated assembly. The global delivery means we can manufacture and
supply in-region across EMEA, APAC, USA.
Carclo is the chosen partner for its customers due to validated precision
production at scale. The Group's ability to be agile in productivity, provides
the advantage of lowering total cost through on time and in region delivery.
In the last year we have made excellent progress, particularly in improving
the efficiency of our US operations, where uEBIT increased to 11.3% in the
period (HY 25: 5.0%), and sustaining operational improvements in Europe.
Additionally, our disciplined approach to cash management has resulted in
strong cash generation, enabling restructuring of the Group's debt. The
business continues to move from being a volume player to one providing
precision engineered solutions.
The Life Sciences market where we supply components into the in vitro
diagnostics ('IVD') and drug delivery market segments is expected to remain
stable in the near term, with growth anticipated to outpace GDP over the
medium term. The aerospace market is also expected to remain robust. The
accelerated and cost-effective closure of the Tucson site during HY25, the
full benefit of which is seen in the HY26 performance, combined with steady
progress in our US restructuring efforts, further bolsters our operational
foundation in our CTP Division.
In the Speciality division, we have strengthened our position in aerospace,
particularly in precision machined components, providing opportunities for
future market share growth.
Financial Review
The key financial performance measures for the period are as follows:
HY26 HY25
£000 £000
Revenue 57,233 60,957
Underlying operating profit(1) 5,480 3,400
Non underlying items (330) (973)
Operating profit 5,150 2,427
Underlying return on sales 9.6% 5.6%
Underlying earnings per share - basic(1) 0.9p 0.6p
Basic earnings/(loss) per share 0.5p (0.9p)
Cash generated from operations 3,939 7,255
Net debt excluding lease liabilities 18,901 16,844
Net debt 24,463 25,249
IAS 19 retirement benefit liability 44,654 37,878
The key divisional performance measures are detailed below:
HY26 HY25
£000 £000
Revenue
CTP 49,257 53,968
Speciality 7,976 6,989
Total 57,233 60,957
Underlying operating profit(1)
CTP 6,799 4,402
Speciality 1,719 1,386
Segment total 8,518 5,788
Central (3,038) (2,388)
Total 5,480 3,400
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.
Revenue & Margin
Group Revenue saw solid underlying like for like growth in manufacturing
solutions being offset by foreign exchange headwinds and the effect of
portfolio optimisation in HY25.
Total CTP revenues decreased by 8.7% to £49.3m (HY25: £54.0m), negatively
impacted by currency translation of £1.5m. CTP Manufacturing solutions (MS)
increased 4.5%, on a like for like basis allowing for £2.2m revenue in HY25
from site closures in the US related to non-core activities.
CTP Design & Engineering (D&E) revenue reduced by 43.6% to £4.0m
(HY25 £7.2m). Lower customer activity, primarily in the US has been the key
driver to this under performance. EMEA projects are strong with revenue up
21.9% up compared to the previous period; this is expected to result in a
small increase in the second half.
Speciality revenue grew 14.1% to £8.0m (HY25: £7.0m), reflecting robust
demand in aerospace and a return to growth for light & motion.
Total Manufacturing Solutions revenue across both CTP and Speciality was 5.8%
ahead of last year on a like-for like constant currency basis, allowing for
£2.2m related to sales in US from closed sites in early FY25. This strong
performance was driven by aerospace in the Speciality division, along with CTP
growth in China and Czechia.
Carclo's operational performance continued to improve in HY26, driven by
enhanced machine utilisation and rigorous cost control measures. These
initiatives have steadily improved margins, a trend which has continued
throughout HY26. Underlying operating profit return on sales has increased to
9.6%, up from 5.6% in HY25. On a trailing twelve-month basis return on sales
is now 10.1%, achieving the medium-term business goal of 10%.
CTP RoS improved strongly to 13.8% (HY25: 8.2%) having further increased since
31 March 2025 (11.5%) reflecting operational improvements and overhead expense
reductions. The continued focus on efficiency improvements and cost discipline
is driving the continued margin improvement across the business.
The Speciality division also increased operating profit margin, to 21.6%
(HY25: 19.8%), which is testament to the operational focus and discipline in
the business.
The business also achieved a significant milestone, delivering a ROCE of 28.8%
on a trailing twelve-month ('TTM') basis (TTM HY25: 17.5%), demonstrating the
increased returns and more efficient capital usage in the business.
Central costs
Underlying central costs increased in HY26 to £3.0m (HY25: £2.4m) largely
driven by non-repeatable costs related to the delayed announcement of the FY25
annual results in August 2025. The Group has invested in a small number of key
roles, to support strategic priorities and the delivery of operational and
financial improvements, while continuing to focus on cost discipline and
efficiency in the underlying spend.
Operating Profit
Underlying operating profit rose 61.2% to £5.5m (HY25: £3.4m), reflecting an
increase of £2.2m on a constant currency basis.
Non-underlying costs in the period reduced to £0.3m (HY25: £1.0m) for HY26.
This is largely non-underlying pension administration costs and the release
of the remaining capitalised HSBC costs when the previous bank loans were
repaid. Previous period costs relate to refinancing of the Group's bank debt
facilities, completed in April FY26, together with restructuring costs related
to the closure of the manufacturing plant in Tucson, US.
Net finance costs increased half-on-half to £3.7m (HY25: £2.6m). This
included £1.4m (HY25: £0.9m) of imputed net interest on the defined benefit
pension liability.
The Group reported a pre-tax profit of £1.5m (HY25: £0.1m loss). The income
tax expense was £1.1m (HY25: £0.5m), the increased tax charge is driven by
increased taxable profits in the US and India.
Underlying earnings per share recorded a profit of 0.9p (HY25: 0.6p profit),
while statutory earnings per share also improved to 0.5p (HY25: 0.9p loss).
Diluted earnings per share increased to a profit of 0.5p (HY25: 0.9p loss).
Financial Position
Cash
Net cash inflow from operating activities during the first half was £0.4m
(HY25: £3.4m). This is driven by strong EBITDA generation of £8.6m (HY25:
£7.1m), with offset coming from expected net working capital outflows of
£4.5m (HY25: inflow £2.0m), committed net pension contributions of £1.3m
(HY25: £1.2m), interest costs of £1.7m (HY25: £2.1m), and taxes of £0.5m
(HY25: £0.6m).
As anticipated, working capital increased in the 6 months to 30 September
2025, from the unusually low level at the prior year end due to a reduction in
provisions and accruals, primarily related to the incentive bonus provision
held at 31 March 2025 along with an increase in receivables in the US. As a
result of the new financing agreement, previous payment arrangements for a
significant US customer have been changed resulting in later cash receipts.
Net cash inflow from financing was £5.0m from which a one-off pension
contribution was made in April 2025 of £5.1m in agreement with the Pension
Scheme Trustees and in line with the completion of the new financing
arrangements.
Additionally, a foreign exchange loss on cash of £0.1m (HY25: £0.4m loss),
resulted in an overall £2.2m decrease in cash during the first half (HY25:
increase of £1.8m).
Debt
Net Debt at 30 September 2025 was £24.5m, an increase since 31 March 2025 of
£5.3m. This was largely driven by the one-off contribution to the pension
scheme of £5.1m.
Net debt comprised gross debt, from borrowings and leases, of £32.2m (HY25:
£40.0m) less cash and cash equivalents of £7.8m (HY25: £14.7m).
Refinancing
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.
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.
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.
Since the completion of the 2024 triennial valuation, the estimated technical
provisions deficit has fallen further to £61.2m at 31 March 2025 and is
estimated to be £52.7m at 30 September 2025, following the £5.1m lump sum
contribution.
The IAS 19 valuation of the Scheme liabilities at 30 September 2025 resulted
in a net liability of £44.7m, a £7.0m decrease from the net liability at
31 March 2025 (FY24: £51.7m). The principal driver of the decrease in the
IAS19 net liability was a gain on plan assets and financial assumption gains
of £2.0m, together with the one-off contribution of £5.1m.
The Company and the Scheme Trustees are committed to working collaboratively
towards reducing the Scheme deficit.
Forward-looking statements
Certain statements made in these reports & 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
Alternative performance measures are defined in the financial review of the
Annual Report and Accounts (ARA) for the year ended 31 March 2025. The
Directors believe that alternative performance measures provide a more useful
comparison of business trends and performance. The term 'underlying' is not
defined under IFRS and may not be comparable with similarly titled measures
used by other companies. The nature of the items classified as
non-underlying in the period is consistent with reporting in prior periods.
Dividend
The Board regularly reviews capital allocation and believes that prioritising
investment to enable profitable growth for the business is currently the most
appropriate use of capital, therefore, no interim dividend has been declared
for the period ending 30 September 2025.
Principal Risks and Uncertainties
In the Annual Report for the year ended 31 March 2025 Carclo provided a
detailed review of the principal risks faced by the Group and how these risks
were being managed. The Group continues to face and proactively manage the
risks and uncertainties in our business and, whilst the Board considers that
these principal risks and uncertainties have not materially changed since the
publication of the 2025 Annual Report. In line with best practice, it is worth
noting that the following risks remain particularly relevant for the remainder
of the financial year:
· Given the current global geopolitical environment, supply chain and political
disruption risk remains high putting pressure on both material and utility
supply and also demand for products.
· Whilst customer concentration continues to be a principal risk, there
continues to be a close partnership between Carclo and its blue-chip
customers.
· Global interest rates remain high which continues to demand a significant cash
outflow.
Mitigating actions being taken include:
· Strengthening procurement management to improve supply chain logistics and
lower input costs;
· Pursuing operating efficiencies to lower the cost of production;
· Increasing asset utilisation to create additional capacity for customers who
demand higher volumes of existing products;
· Increasing flexibility to transfer products between manufacturing sites;
· Marketing to win new customers; and
· Focus on debt reduction to mitigate the interest burden that faces the Group.
The Audit and Risk Committee continues to monitor risks and uncertainties,
including emerging risks. The process is supported by the management's risk
register and mitigation mapping process, ensuring comprehensive oversight and
tracking of risk exposures.
The full description of principal risks, uncertainties and detailed mitigation
can be found on page 49 of the 2025 Annual Report and Accounts available
at https://www.carclo.co.uk/ARA25
(https://www.carclo.co.uk/sites/carcloplc/files/2025-09/00_web_carclo_ar25.pdf)
.
Board changes
As previously announced on 13 February 2025, Ian Tichias joined as Chief
Financial Officer on 1 April 2025. Ian succeeds Eric Hutchinson, who retired
on 31 March 2025.
Going Concern
These interim financial statements have been prepared on a going concern basis
as detailed in Note 1. The Board's forecasts, as well as a range of sensitised
scenarios, show that the Group can operate within its available facilities and
meet its covenants as they fall due.
Responsibility Statement
We confirm to the best of our knowledge:
(a) the condensed consolidated set of financial statements has been prepared
in accordance with IAS 34 Interim Financial Reporting.
(b) the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events during the first six
months and description of principal risks and uncertainties for the remaining
six months of the year); and
(c) the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related party transactions and changes
therein).
By order of the Board,
Frank Doorenbosch
Chief Executive Officer
Ian Tichias
Chief Financial Officer
20 November 2025
Glossary of Terms
Term Definition
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.
Condensed consolidated income statement
Notes Six months ended Restated(1) Year ended
30 September Six months ended 31 March
2025 30 September 2025
Unaudited 2024 Audited
£000 Unaudited £000
£000
Continuing operations:
Revenue 4 57,233 60,957 121,219
Underlying operating profit 5,480 3,400 9,838
Non-underlying items 5 (330) (973) (2,258)
Operating profit 4 5,150 2,427 7,580
Finance revenue 6 48 279 571
Finance expense 6 (3,726) (2,842) (5,499)
Profit/(loss) before tax 1,472 (136) 2,652
Income tax expense 7 (1,105) (516) (1,780)
Profit/(loss) for the period 367 (652) 872
Attributable to:
Equity holders of the parent company 367 (652) 872
Non-controlling interests - - -
367 (652) 872
Profit/(loss) per ordinary share 8
Basic 0.5 p (0.9) p 1.2 p
Diluted 0.5 p (0.9) p 1.2 p
1.See note 1 Basis of preparation: prior period restatement, for the nature of
the restatements.
Condensed consolidated statement of comprehensive income
Notes Six months ended Restated(1) Year ended
30 September Six months ended 31 March
2025 30 September 2025
Unaudited 2024 Audited
£000 Unaudited £000
£000
Profit/(loss) for the period 367 (652) 872
Other comprehensive income/(expense)-
Items that will not be reclassified to the income statement
Remeasurement gains/(losses) on defined benefit scheme 12 2,012 (905) (15,253)
Total items that will not be reclassified to the income statement 2,012 (905) (15,253)
Items that are or may in the future be classified to the income statement
Foreign exchange translation differences (242) (2,018) (955)
Net investment hedge 251 728 371
Deferred tax arising (41) (48) 13
Total items that are or may in future be classified to the income statement (32) (1,338) (571)
Other comprehensive income/(expenses) net of income tax 1,980 (2,243) (15,824)
Total comprehensive income/(expense) for the period 2,347 (2,895) (14,952)
Attributable to:
Equity holders of the parent 2,347 (2,895) (14,952)
Non-controlling interests - - -
Total comprehensive income/(expense) for the period 2,347 (2,895) (14,952)
1. See note 1 Basis of preparation: prior period restatement, for the nature
of the restatements.
Condensed consolidated statement of financial position
Notes Restated(1)
30 September 30 September 31 March
2025 2024 2025
Unaudited Unaudited Audited
£000 £000 £000
Non-current assets
Intangible assets 10 21,929 21,476 21,801
Property, plant and equipment 11 32,599 35,985 35,842
Deferred tax assets 565 1,084 641
Trade and other receivables - - 594
Contract assets 118 - 170
Total non-current assets 55,211 58,545 59,048
Current assets
Inventories 10,646 11,678 9,928
Contract assets 2,212 1,531 1,551
Trade and other receivables 18,104 18,465 15,659
Cash and cash deposits 14 7,769 14,725 10,745
Current tax assets - - 104
Total current assets 38,731 46,399 37,987
Total assets 93,942 104,944 97,035
Current liabilities
Loans and borrowings 15 7,283 14,952 24,844
Trade payables 10,127 9,298 9,697
Other payables 8,384 10,371 11,094
Current tax liabilities 1,189 410 752
Contract liabilities 2,449 2,565 1,624
Provisions - 111 -
Total current liabilities 29,432 37,707 48,011
Non-current liabilities
Loans and borrowings 15 24,949 25,022 5,105
Deferred tax liabilities 3,077 3,113 3,041
Contract liabilities 244 - -
Provisions 974 900 975
Trade and other payables 97 102 -
Retirement benefit obligations 12 44,654 37,878 51,743
Total non-current liabilities 73,995 67,015 60,864
Total liabilities 103,427 104,722 108,875
Net (liabilities)/assets (9,485) 222 (11,840)
Equity
Ordinary share capital issued 17 3,671 3,671 3,671
Share premium 7,359 7,359 7,359
Translation reserve 6,618 5,883 6,650
Retained earnings (27,107) (16,665) (29,494)
Total equity attributable to equity holders of the Company (9,459) 248 (11,814)
Non-controlling interests (26) (26) (26)
Total equity (9,485) 222 (11,840)
1. See note 1 Basis of preparation: prior period restatement, for the nature
of the restatements.
Condensed consolidated statement of changes in equity
Attributable to equity holders of the Company
Share Share Translation Retained Total Non-controlling Total
capital premium reserve earnings £000 interests equity
£000 £000 £000 £000 £000 £000
Current half year period - unaudited
Balance at 31 March and 1 April 2025 3,671 7,359 6,650 (29,494) (11,814) (26) (11,840)
Profit for the period - - - 367 367 - 367
Other comprehensive (expense)/income -
Foreign exchange translation differences - - (242) - (242) - (242)
Net investment hedge - - 251 - 251 - 251
Remeasurement gain on defined benefit scheme - - - 2,012 2,012 - 2,012
Taxation on items above - - (41) - (41) - (41)
Total comprehensive (expense)/income for the period - - (32) 2,379 2,347 - 2,347
Transactions with owners recorded directly in equity -
Share based payments - - - 8 8 - 8
Balance at 30 September 2025 3,671 7,359 6,618 (27,107) (9,459) (26) (9,485)
Prior half year period - unaudited
Balance at 31 March and 1 April 2024 3,671 7,359 7,221 (14,565) 3,686 (26) 3,660
Prior year restatement(1) - - - (570) (570) - (570)
Balance at 1 April 2024 restated(1) 3,671 7,359 7,221 (15,135) 3,116 (26) 3,090
Loss for the period - - - (652) (652) - (652)
Other comprehensive (expense)/income -
Foreign exchange translation differences - - (2,018) - (2,018) - (2,018)
Net investment hedge - - 728 - 728 - 728
Remeasurement losses on defined benefit scheme - - - (905) (905) - (905)
Taxation on items above - - (48) - (48) - (48)
Total comprehensive expense for the period - - (1,338) (1,557) (2,895) - (2,895)
Transactions with owners recorded directly in equity -
Share based payments - - - 27 27 - 27
Balance at 30 September 2024 3,671 7,359 5,883 (16,665) 248 (26) 222
1. See note 1 Basis of preparation: prior period restatement, for the nature
of the restatements.
Attributable to equity holders of the Company
Share Share Translation Retained Total Non-controlling Total
capital premium reserve earnings £000 interests equity
£000 £000 £000 £000 £000 £000
Prior year - audited
Balance at 1 April 2024 3,671 7,359 7,221 (14,565) 3,686 (26) 3,660
Prior year restatement(1) - - - (570) (570) - (570)
Balance at 1 April 2024 restated 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 - - 371 - 371 - 371
Remeasurement losses on defined benefit scheme - - - (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 - - - 22 22 - 22
Balance at 31 March 2025 3,671 7,359 6,650 (29,494) (11,814) (26) (11,840)
1. See note 1 Basis of preparation: prior period restatement, for the nature
of the restatements.
Condensed consolidated statement of cash flows
Notes 30 September Restated(1) 31 March
2025 30 September 2025
Unaudited 2024 Audited
£000 Unaudited £000
£000
Cash generated from operations 13 3,939 7,255 19,066
Interest paid (1,722) (2,051) (3,694)
Tax paid (493) (633) (1,259)
Pension scheme contributions net of Company settled administration costs (1,329) (1,187) (2,633)
Net cash from operating activities 395 3,384 11,480
Cash flows from/(used in) investing activities
Proceeds from sale of property, plant and equipment - 65 85
Interest received 48 279 571
Purchase of property, plant and equipment (715) (270) (1,054)
Purchase of intangible assets (59) (49) (49)
Net cash (used in)/from investing activities (726) 25 (447)
Cash flows from/(used in) financing activities
Drawings on existing and new facilities 29,911 1,700 -
Refinancing costs associated with the new facility (2,544) - -
Additional defined benefit pension scheme contributions paid to release (5,100) - -
security for new financing facility
Refinancing costs associated with the existing facility - (150) (150)
Repayment of borrowings excluding lease liabilities (22,394) (975) (2,525)
Repayment of other loan facilities (44) (48) (95)
Repayment of lease liabilities (1,652) (2,149) (4,228)
Net cash used in financing activities (1,823) (1,622) (6,998)
Net (decrease)/increase in cash and cash equivalents (2,154) 1,787 4,035
Cash and cash equivalents at beginning of period 9,980 5,974 5,974
Effect of exchange rate fluctuations on cash held (57) (417) (29)
Cash and cash equivalents at end of period 7,769 7,344 9,980
Cash and cash equivalents comprise:
Cash and cash deposits 14 7,769 14,725 10,745
Bank overdrafts 15 - (7,381) (765)
7,769 7,344 9,980
1. See note 1 Basis of preparation: prior period restatement, for the nature
of the restatements.
Notes to the accounts
1. Basis of preparation
The condensed consolidated half year report for Carclo plc ("Carclo" or "the
Group") for the six months ended 30 September 2025 has been prepared on the
basis of the accounting policies set out in the audited accounts for the year
ended 31 March 2025 and in accordance with the Disclosure and Transparency
Rules of the UK Financial Conduct Authority and the requirements of UK adopted
International Accounting Standard 34, 'Interim Financial Reporting'.
The financial information is unaudited.
The half year report does not constitute financial statements and does not
include all the information and disclosures required for full annual
statements. It should be read in conjunction with the annual report and
financial statements for the year ended 31 March 2025 which is available
either on request from the Company's registered office, 47 Wates Way, Mitcham,
Surrey, CR4 4HR, or can be downloaded from the corporate website
www.carclo-plc.com (http://www.carclo-plc.com) .
The comparative figures for the financial year ended 31 March 2025 are not the
Carclo plc Group's complete statutory accounts for that financial year.
Those accounts have been reported on by the Carclo plc auditors and delivered
to the Registrar of Companies. The report of the auditors was (i)
unqualified, (ii) did not include a reference to any matters which the
auditors drew attention by way of emphasis without qualifying their report and
(iii) did not contain statements under Section 498 (2) of the Companies Act
2006.
The half year report was approved by the Board of Directors on 20 November
2025. Copies are available from the corporate website.
The Group financial statements for the year ended 31 March 2025 have been
prepared and approved by the Directors in accordance with UK-adopted
international accounting standards.
Prior period restatement
In this interim statement there have been two corrections made to the prior
period comparatives for the period ended 30 September 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 £12.5 million gross limit. The half year report for the period ended 30
September 2024 recognised Carclo plc's overdraft of £7.4m 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 period comparatives for the period ended 30
September 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 accounts for the year ending 31 March 2025 were presented gross
and therefore these have not been restated in this interim report.
The impact of the restatement on the prior period comparatives is to
reclassify the £7.4m overdraft from cash and cash deposits to loans and
borrowings due within 1 year. Total current assets, total assets, total
current liabilities and total liabilities are therefore all £7.4m greater
than previously presented. There is no change to total net assets or to the
loss for the period. A reconciliation of the gross cash balance to the
amount of cash and cash equivalents shown in the statement of cash flows at
the end of the financial period has been presented in note 14, Cash and cash
deposits. The notes to the financial statements impacted by this restatement
have also been re-presented and have been referenced back to this note.
The amount of the correction at the beginning of the earliest period
presented, 1 April 2023, is an adjustment of £6.5m to gross up cash and cash
deposits with a corresponding adjustment to loans and borrowings due within 1
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.
b) The second correction is to recognise that a £0.9m provision for
dilapidation at our CTP UK facility, Mitcham, should have been recorded on the
consolidated statement of financial position on transition to IFRS 16 in the
Annual Report and Accounts for the year ended 31 March 2020. The impact of
the restatement on the prior period 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 £0.4m which is the original cost of £0.9m less accumulated depreciation
to 30 September 2024 of £0.5m and an increase in retained losses of £0.5m.
The condensed consolidated income statement for the period ending 30 September
2024 has been restated for an additional £0.05m depreciation charge.
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 result in a net decrease to net assets
and brought forward retained losses at 1 April 2023 of £0.5m.
Going concern
These interim financial statements have been prepared on the going concern
basis.
The £36.0m borrowing facility with BZ 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.
The Group continues to comply with all financial covenants under the BZ
facility agreement. The covenant definitions and thresholds are unchanged from
those disclosed in the Annual Report and Accounts for the year ended 31 March
2025 on pages 110-111.
The deficit recovery plan agreed with the Trustees of the UK defined benefit
pension scheme as part of the triennial valuation to 31 March 2024 includes an
annual schedule of contributions of £3.5m through to 31 March 2029 and
thereafter annual contributions of £5.8m indexed at 3.5% through to 31 March
2037. Contributions are funded from cash generated by operations and have been
reflected in the cash flow and covenant forecasts reviewed by the Directors.
The Group is subject to a number of key risks and uncertainties, as detailed
in the principal risks and uncertainties section on pages 49 to 55 of the
Annual Report. Mitigation actions to address these risks are also set out in
that section. The Directors have reviewed and reassessed these risks as part
of the interim going concern evaluation and confirm that they remain unchanged
from those identified at the year end. These risks and uncertainties have been
considered in the base case and downside sensitivities and have been modelled
accordingly.
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 13 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
forecast shows adequate headroom and supports the position that the Group can
operate within its available borrowing facilities and covenants throughout
this period.
The Group has relied on the same financial model, sensitivity and reverse
stress testing as described in the Annual Report and Accounts for the year
ended 31 March 2025. The assumptions used in the going concern assessment have
been reviewed and remain appropriate.
Current trading and performance have been compared to the base case forecasts
and downside sensitivities used at the year end and are broadly in line with
those assumptions. The Group remains ahead of covenant headroom levels
projected in the year-end analysis and continues to comply with all financial
covenants under the BZ facility.
Accordingly, the Directors have re-evaluated the Group's going concern
position in light of current trading and forecast performance and are
satisfied that the Group continues to have adequate liquidity and covenant
headroom for the assessment period.
At 30 September 2025, the Group reports a reduction in net liabilities of
£9.5m (31 March 2025: net liabilities £11.8m) and a net current asset
position of £9.3m (31 March 2025: net current liability £10.0m). The
movement from a net current liability to a net current asset position
primarily reflects the classification at 31 March 2025 of the full £21.2m
HSBC term loan as a current liability as it was repaid in April 2025.
Accordingly, these interim financial statements are prepared on a going
concern basis.
2. Accounting policies
The accounting policies applied in these interim financial statements are the
same as those applied in the Group's consolidated financial statements for the
year ended 31 March 2025. Certain new standards, amendments and
interpretations to existing standards have been published that are mandatory
for the Group's accounting period beginning on 1 April 2025 but they are not
expected to have a material effect on the Group's financial statements.
3. Accounting estimates and judgements
The preparation of the interim financial statements requires management to
make judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expenses. In preparing these half year financial statements, the
significant judgements made by management in applying the Group's accounting
policies and the key source of estimation uncertainty were the same as those
applied to the audited consolidated financial statements for the year ended,
31 March 2025.
4. 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 makers
(comprising the Main Board and Executive Committee).
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.
The Central costs relate to the cost of running the Group, plc and non-trading
companies.
CTP Speciality Central Total
£000 £000 £000 £000
The segment results for the six months ended 30 September 2025 were as
follows:
Consolidated income statement
Continuing operations:
External revenue 49,257 7,976 - 57,233
External expenses (42,458) (6,257) (3,038) (51,753)
Underlying operating profit/(loss) 6,799 1,719 (3,038) 5,480
Non-underlying operating items (12) - (318) (330)
Operating profit/(loss) 6,787 1,719 (3,356) 5,150
Net finance expense (3,678)
Income tax expense (1,105)
Profit for the period 367
Consolidated statement of financial position
Segment assets 83,097 9,329 1,516 93,942
Segment liabilities (27,620) (3,199) (72,608) (103,427)
Net assets/(liabilities) 55,477 6,130 (71,092) (9,485)
Other segmental information
Capital expenditure on property, plant and equipment 602 138 - 740
Capital expenditure on computer software - - 59 59
Depreciation 2,875 195 33 3,103
Amortisation of intangibles 1 6 29 36
Disaggregation of revenue
Major products/service lines
Manufacturing Solutions 45,212 7,976 - 53,188
Design & Engineering 4,045 - - 4,045
49,257 7,976 - 57,233
Timing of revenue recognition
Products transferred at a point in time 45,212 7,976 - 53,188
Products and services transferred over time 4,045 - - 4,045
49,257 7,976 - 57,233
( ) Central Total
Restated(1) Speciality £000 £000
CTP £000
£000
The segment results for the six months ended 30 September 2024 were as
follows:
Consolidated income statement
Continuing operations:
External revenue 53,968 6,989 - 60,957
External expenses (49,566) (5,603) (2,388) (57,557)
Underlying operating profit/(loss) 4,402 1,386 (2,388) 3,400
Non-underlying operating items 378 - (1,351) (973)
Operating profit/(loss) 4,780 1,386 (3,739) 2,427
Net finance expense (2,563)
Income tax credit (516)
Loss for the period (652)
Consolidated statement of financial position
Segment assets 87,705 8,739 8,500 104,944
Segment liabilities (30,145) (2,738) (71,839) (104,722)
Net assets/(liabilities) 57,560 6,001 (63,339) 222
Other segmental information
Capital expenditure on property, plant and equipment 249 34 - 283
Capital expenditure on computer software - - 49 49
Depreciation 3,349 206 51 3,606
Net reversal of impairment 143 - - 143
Amortisation of intangible assets 5 6 33 44
Disaggregation of revenue
Major products/service lines
Manufacturing Solutions 46,795 6,989 - 53,784
Design & Engineering 7,173 - - 7,173
53,968 6,989 - 60,957
Timing of revenue recognition
Products transferred at a point in time 46,795 6,989 - 53,784
Products and services transferred over time 7,173 - - 7,173
53,968 6,989 - 60,957
1. See note 1 Basis of preparation: prior period restatement, for the nature
of the restatements.
CTP Speciality Central Total
£000 £000 £000 £000
The segment results for the year ended 31 March 2025 were as follows:
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 209 - - 209
Amortisation of intangible assets 8 12 67 87
Disaggregation of revenue
Major products/service lines
Manufacturing Solutions 93,443 14,221 - 107,664
Design & Engineering 13,555 - - 13,555
106,998 14,221 - 121,219
Timing of revenue recognition
Products transferred at a point in time 93,552 14,221 - 107,773
Products and services transferred over time 13,446 - - 13,446
106,998 14,221 - 121,219
5. Non-underlying items
Six months ended Six months ended Year ended
30 September 30 September 31 March
2025 2024 2025
£000 £000 £000
Continuing operations
Rationalisation (costs)/credit (138) 310 (122)
Refinancing costs (192) (1,284) (2,137)
Settlement of legacy claims - 1 1
Non-underlying items recognised in operating profit (330) (973) (2,258)
The cash element of non-underlying items is a net outflow of £0.2m (HY25:
£1.9m, FY25 £3.3m).
£0.2m refinancing costs incurred in the 6 months to 30 September 2025, are
costs arising as a result of the Group having refinanced with BZ Commercial
Finance DAC ("BZ"), which are not deemed by the Group as directly attributable
to the refinancing arrangement and have not therefore been capitalised against
the BZ loan balance. These are mostly costs incurred as a result of the
accelerated charge of the remaining HSBC costs which were expensed when the
loans were repaid.
Current period rationalisation costs are non-underlying pension administration
costs (30 September 2024: £0.1m).
Refinancing costs in the prior periods were legal and professional costs
incurred by the Group up until 14 February 2025, on which date the Carclo plc
Board of Directors agreed BZ as the preferred lender with whom the Group
subsequently completed its refinancing on 24 April 2025.
The rationalisation credit of £0.3m from continuing operations during the 6
month comparative period related to the restructuring of the Group. This was
primarily costs and credits arising from the USA facility closures as part of
the turnaround plan which included employee related and other closure costs
less the release of balance sheet credits for provisions booked in the year
ended 31 March 2024 which were no longer required.
6. Net finance expense
Six months ended Six months ended Year ended
30 September 30 September 31 March
2025 2024 2025
£000 £000 £000
Continuing operations:
The net expense recognised in the condensed consolidated income statement
comprises:
Interest receivable on cash and cash deposits 37 242 535
Other interest receivable 11 37 36
Finance revenue 48 279 571
Interest payable on bank loans and overdrafts (139) (1,577) (3,064)
Interest payable on other debt servicing (2,006) (8) (11)
Lease interest (228) (379) (679)
Net interest on the net defined benefit liability (1,353) (878) (1,745)
Finance expense (3,726) (2,842) (5,499)
Net finance expense (3,678) (2,563) (4,928)
7. Income tax expense
Six months ended Six months ended Year ended
30 September 30 September 31 March
2025 2024 2025
£000 £000 £000
Continuing operations:
The expense recognised in the condensed consolidated income statement
comprises:
Current tax expense on ordinary activities (1,083) (426) (1,403)
Deferred tax (expense)/credit on ordinary activities (25) 50 (387)
Current tax credit/(expense) on non-underlying items 3 (140) 10
Total income tax expense recognised in the condensed consolidated income (1,105) (516) (1,780)
statement
The half year tax expense represents 75.1% of statutory profit before tax (6
months to 30 September 2024: tax expense 379.4% (restated) of statutory loss
before tax) based on the estimated average effective tax rate "ETR" on
ordinary activities for the full year. The half year effective tax rate is
greater than the UK underlying tax rate of 25% because losses are not
recognised in the UK for deferred tax purposes, withholding tax is payable on
dividends and royalties from certain tax jurisdictions and because of the
proportion of taxable profits achieved in the six months to 30 September 2025
compared to full year forecast (on which the ETR is based).
The half year underlying effective tax rate amounts to 61.5% of underlying
profit before tax and non-underlying items (six months to 30 September 2024:
45.0% of underlying loss before tax and non-underlying items).
The Group's underlying effective tax rate is higher than the underlying UK tax
rate of 25.0% because of the reasons given above.
No deferred tax assets have been recognised against tax losses at 30 September
2025 totalling £6.1m (31 March 2025: £6.8m). Deferred tax assets are not
recognised to the extent that the underlying timing differences are not
expected to reverse. The nature of tax regimes in certain regions in which
the Group operates are such that tax losses may arise even though the business
is profitable. This situation is expected to continue in the medium term.
Deferred tax assets and liabilities at 30 September 2025 have been calculated
on the rates substantively enacted at the balance sheet date. The main rate
of corporation tax became 25% from 1 April 2023. Overseas taxes are calculated
at the rates prevailing in the respective jurisdictions.
8. Earnings/(loss) per share
Continuing operations:
The calculation of basic earnings/(loss) 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 period.
The calculation of diluted earnings/(loss) 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 period
(adjusted for dilutive options).
The following details the result and average number of shares used in
calculating the basic and diluted earnings per share:
Six months ended Restated(1) Year ended
30 September Six months ended 31 March
2025 30 September 2025
£000 2024 £000
£000
Profit/(loss) after tax 367 (652) 872
Profit/(loss) attributable to non-controlling interests - - -
Profit/(loss) after tax, attributable to equity holders of the parent 367 (652) 872
Six months ended ( ) Year ended
30 September Six months ended 31 March
2025 30 September 2025
Shares 2024 Shares
Shares
Weighted average number of ordinary shares (basic) in the period 73,419,193 73,419,193 73,419,193
Effect of dilutive share options in issue(2) 638,144 15,974 546,306
Weighted average number of ordinary shares (diluted) in the period for loss 74,057,337 73,435,167 73,965,499
per share calculation
Effect of dilutive share options in issue - 1,557,500 -
Weighted average number of ordinary shares (diluted) in the period for 74,057,337 74,992,667 73,965,499
underlying earnings per share calculation
1. See note 1 Basis of preparation: prior period restatement, for the nature
of the
restatements.
2. There are 121,702 vested share options outstanding that are not yet
issued. 509,257 share options granted on 21 September 2023 and 7,185 share
options granted on 9 September 2025 have been included in the calculation of
the weighted average number of dilutive shares for earnings per share in the
current period. The prior period to 30 September 2024 excluded 1,557,500 share
options granted on 21 September 2023 as they were antidilutive, however they
were 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 believe this provides a more useful
comparison of business trends and performance. Underlying profit is defined
as profit before impairments, rationalisation costs, one-off retirement
benefit effects, exceptional bad debts, business closure costs, litigation
costs, other one-off costs and the impact of property and business disposals,
net of attributable taxes.
The following table reconciles the Group's profit/(loss) to underlying profit
used in the numerator in calculating underlying earnings per share:
Six months ended Restated(1) Year ended
30 September Six months ended 31 March
2025 30 September 2025
£000 2024 £000
£000
Profit/(loss) after tax, attributable to equity holders of the parent 367 (652) 872
Non-underlying - rationalisation costs/(credit), net of tax 135 (118) 173
Non-underlying - refinancing costs, net of tax 192 1,232 2,096
Non-underlying - settlement credit in respect to legacy claims, net of tax - (1) (1)
Profit after tax but before non-underlying items, attributable to equity 694 461 3,140
holders of the parent
Underlying operating profit 5,480 3,400 9,838
Finance revenue 48 279 571
Finance expense (3,726) (2,842) (5,499)
Income tax expense (1,108) (376) (1,770)
Profit after tax but before non-underlying items - continuing operations 694 461 3,140
1. See note 1 Basis of preparation: prior period restatement, for the nature
of the restatements.
Six months ended Restated(1) Year ended
30 September Six months ended 31 March
2025 30 September 2025
Pence 2024 Pence
Pence
The following table summarises the earnings/(loss) per share figures based on
the above data:
Basic earnings/(loss) per share 0.5 (0.9) 1.2
Diluted earnings/(loss) per share 0.5 (0.9) 1.2
Underlying earnings per share - basic 0.9 0.6 4.3
Underlying earnings per share - diluted 0.9 0.6 4.2
1. See note 1 Basis of preparation: prior period restatement, for the nature
of the restatements.
9. 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 currently permitted. The Board will continue to review the Group
financial performance, capital allocation and reserves regularly to determine
the appropriate time for dividend payments.
10. Intangible assets
The movements in the carrying value of intangible assets are summarised as
follows:
30 September 31 March
30 September 2024 2025
2025 £000 £000
£000
Net book value at the start of the period 21,801 22,197 22,197
Additions 59 49 49
Disposals - - -
Amortisation (36) (44) (87)
Effect of movements in foreign exchange 105 (726) (358)
Net book value at the end of the period 21,929 21,476 21,801
Included within intangible assets is goodwill of £21.8m (31 March 2025 -
£21.7m). The carrying value of goodwill is subject to annual impairment tests
by reviewing detailed projections of the recoverable amounts from the
underlying cash generating units. At 31 March 2025, the carrying value of
goodwill was supported by value-in-use calculations. There has been no
indication of impairment in the current financial period.
11. Property, plant and equipment
The movements in the carrying value of property, plant and equipment are
summarised as follows:
30 September Restated(1) 31 March
2025 30 September 2025
£000 2024 £000
£000
Net book value at the start of the period 35,842 40,401 40,401
Additions 740 283 2,448
Depreciation (3,103) (3,606) (6,456)
Disposals - (143) (153)
Reversal of impairment - 209 209
Modification of property leases (530) - -
Effect of movements in foreign exchange (350) (1,159) (607)
Net book value at the end of the period 32,599 35,985 35,842
1. See note 1 Basis of preparation: prior period restatement, for the nature
of the restatements.
Of the net book value at 30 September 2025, £18.5m is land and buildings and
£14.1m is plant and equipment (31 March 2025: £21.3m and £14.5m
respectively). Additions to 30 September 2025 were £0.1m to land and
buildings and £0.6m to plant and equipment.
On 3 July 2025 the Group signed reversionary leases for the Mitcham, CTP UK
properties. On signing the reversionary leases, a deed of variation to the
current property leases was agreed, which reduces the rent payable for the
next 18 months by 50%. The Group has recalculated the lease liability on this
basis, resulting in a decrease of the liability and to the carrying value of
the right of use assets of £0.5m in the period.
In a prior period, the Group closed its Tucson, Arizona, USA facility which
led to impairment of certain assets at that site in the year to 31 March
2024. The impairment previously recognised against certain assets which were
either sold or transferred was reversed in the six months to 30 September 2024
where the selling price or the value in use exceeded the impaired value. This
was recognised as a credit within exceptional rationalisation costs in the
income statement in the period to 30 September 2024 and the year ending 31
March 2025.
Right-of-use assets
Right-of-use assets related to lease agreements are presented within property,
plant and equipment above. The movements are summarised as follows:
30 September Restated(1) 31 March
2025 30 September 2025
£000 2024 £000
£000
Net book value at the start of the period 10,085 11,450 11,450
Additions 163 24 1,424
Depreciation (1,280) (1,551) (2,497)
Assets transferred to owned assets from right-of-use assets (1,058) - -
Assets transferred from right-of-use assets to owned property, plant and - - (81)
equipment
Modification of property leases (530) - -
Derecognition of right-of-use assets - (66) (66)
Effect of movements in foreign exchange (75) (312) (145)
Net book value at the end of the period 7,305 9,545 10,085
1.See note 1 Basis of preparation: prior period restatement, for the nature of
the restatements.
Of the net book value at 30 September 2025, £3.5m is land and buildings and
£3.8m is plant and equipment (31 March 2025: £4.7m and £5.4m respectively).
Additions during the period to 30 September 2025 were to land and buildings
£0.1m and plant and equipment £0.1m.
Refer to property, plant and equipment above, for explanation of £0.5m
modification of property
leases.
The Group has a commitment to future cash flows of £6.8m on the reversionary
leases which have not yet commenced.
12. Retirement benefit obligations
The Group operates a defined benefit UK pension scheme which provides pensions
based on service and final pay. Outside of the UK, retirement benefits are
determined according to local practice and funded accordingly.
The amounts recognised in the condensed consolidated statement of financial
position in respect of the defined benefit scheme were as follows:
30 September 30 September 31 March
2025 2024 2025
£000 £000 £000
Present value of funded obligations (130,456) (126,688) (133,155)
Fair value of scheme assets 85,802 88,810 81,412
Recognised liability for defined benefit obligations (44,654) (37,878) (51,743)
30 September 30 September 31 March
2025 2024 2025
£000 £000 £000
Movement in the net liability for defined benefit obligations recognised in
the condensed consolidated statement of financial position:
Net liability for defined benefit obligations at the start of the period (51,743) (37,186) (37,186)
Contributions paid 6,850 1,458 3,208
Net expense recognised in the condensed consolidated income statement (1,773) (1,245) (2,512)
Remeasurement gains/(losses) recognised in other comprehensive income 2,012 (905) (15,253)
Net liability for defined benefit obligations at the end of the period (44,654) (37,878) (51,743)
30 September 30 September 31 March
2025 2024 2025
£000 £000 £000
Movements in the fair value of Scheme assets:
Fair value of Scheme assets at the start of the period 81,412 93,234 93,234
Interest income 2,282 2,189 4,344
Return/(loss) on Scheme assets excluding interest income 1,141 (2,854) (8,725)
Contributions by employer 6,850 1,458 3,208
Benefit payments (5,462) (4,850) (9,882)
Expenses paid (421) (367) (767)
Fair value of Scheme assets at the end of the period 85,802 88,810 81,412
Actual gain/(loss) on Scheme assets 3,423 (665) (4,381)
30 September 30 September 31 March
2025 2024 2025
£000 £000 £000
Movements in the present value of defined benefit obligations:
Defined benefit obligation at the start of the period 133,155 130,420 130,420
Interest expense 3,634 3,067 6,089
Actuarial loss due to scheme experience - - 5,809
Actuarial gain due to changes in demographic assumptions - - 11,051
Actuarial gains due to changes in financial assumptions (871) (1,949) (10,332)
Benefits paid (5,462) (4,850) (9,882)
Defined benefit obligation at the end of the period 130,456 126,688 133,155
30 September 30 September 31 March
2025 2024 2025
% % %
The principal actuarial assumptions at the balance sheet date (expressed as
weighted averages) were:
Discount rate at period end 5.65 4.95 5.65
Inflation (RPI) (non-pensioner) 2.95 3.15 3.2
Inflation (CPI) (non-pensioner) 2.45 2.65 2.7
Allowance for revaluation of deferred pensions of RPI or 5% p.a. if less 2.95 3.15 3.3
Allowance for revaluation of deferred pensions of CPI or 5% p.a. if less 2.45 2.65 2.8
Allowance for pension in payment increases of RPI or 5% p.a. if less 2.80 2.95 3.0
Allowance for pension in payment increases of CPI or 3% p.a. if less 2.00 2.05 2.1
Allowance for pension in payment increases of RPI or 5% p.a. if less, minimum 3.65 3.70 3.75
3% p.a.
Allowance for pension in payment increases of RPI or 5% p.a. if less, minimum 4.25 4.30 4.30
4% p.a.
Life expectancy years years years
Male (current age 45) 20.2 18.3 20.2
Male (current age 65) 19.3 17.4 19.3
Female (current age 45) 22.5 21.2 22.5
Female (current age 65) 21.3 20.1 21.3
13. Cash generated from operations
Notes Six months ended
30 September Restated(1) Year ended
2025 Six months ended 31 March
£000 30 September 2025
2024 £000
£000
Continuing operations:
Profit/(loss) for the period 367 (652) 872
Adjustments for -
Pension scheme administration costs settled by the Scheme - 96 192
Depreciation charge 11 3,103 3,606 6,456
Amortisation charge 10 36 44 87
Non-underlying rationalisation (credit)/costs - net - (973) (1,041)
Non-underlying refinancing costs 173 - -
Non-underlying settlement of legacy claims 5 - (1) (1)
Loss on disposal of property, plant and equipment - 12 2
Share based payment charge 8 27 32
Financial income 6 (48) (279) (571)
Financial expense 6 3,726 2,842 5,499
Taxation expense 7 1,105 516 1,780
Operating cash flow before changes in working capital 8,470 5,238 13,307
Changes in working capital
(Increase)/decrease in inventories (769) (570) 1,310
(Increase)/decrease in contract assets (634) 52 (93)
(Increase)/decrease in trade and other receivables (1,983) (192) 2,269
(Decrease)/increase in trade and other payables (2,230) 3,150 3,862
Increase/(decrease) in contract liabilities 1,085 (303) (1,317)
Decrease in provisions - (120) (272)
Cash generated from operations 3,939 7,255 19,066
1. See note 1 Basis of preparation: prior period restatement, for the nature
of the restatements.
14. Cash and cash deposits
30 September Restated(1) 31 March
2025 30 September 2025
£000 2024 £000
£000
Cash and cash deposits 7,769 14,725 10,745
1. See note 1 Basis of preparation: prior period restatement, for the nature
of the restatements.
At 30 September 2025: 1.4m sterling,0.8m euro and 0.3m USD cash was held on
deposit. A total in GBP of £2.3m (31 March 2025: £1.4m). The above figures
reconcile to the amount of cash shown in the statement of cash flows at the
end of the financial period as follows:
30 September Restated(1) 31 March
2025 30 September 2025
£000 2024 £000
£000
Cash and cash deposits 7,769 14,725 10,745
Bank overdrafts - (7,381) (765)
Balance per statement of cash flows 7,769 7,344 9,980
Until 26 March 2025, the Group had a net UK multi-party, multi-currency
overdraft facility with a £nil net limit and a £12.5m gross limit per party.
Since that date, the Group does not have an overdraft facility available. At
31 March 2025, Carclo plc was briefly overdrawn due to timing of cash flows,
however, the balance was immediately repaid on 1 April 2025, with no adverse
consequence. Overdrafts are presented within note 15. At 30 September 2024,
Carclo plc, a company party to the multi-currency facility at the time, had an
overdraft of £7.4m which was presented within loans and borrowings, see note
15. As the UK overdraft facility had a £nil net limit, the equivalent value
of cash, £7.4m, was not available for general use by the other entities
within the Group at the prior period reporting date.
15. Loans and borrowings
Restated(1)
30 September 30 September 31 March
2025 2024 2025
£000 £000 £000
Current:
Bank overdrafts 7,381 765
Other debt - Term loans 3,856 - -
Other debt - Revolving credit facility 1,410 - -
Bank loan - Term loan - 1,474 21,233
Bank loan - Revolving credit facility - 2,000 -
Lease liabilities 1,935 4,044 2,758
Other loans 82 53 88
Total current 7,283 14,952 24,844
Non-current:
Other debt - Term loans 21,256 - -
Bank loan - Term loan - 20,486 -
Lease liabilities 3,627 4,361 5,008
Other loans 66 175 97
Total non-current 24,949 25,022 5,105
Total loans and borrowings 32,232 39,974 29,949
1. See note 1 Basis of preparation: prior period restatement, for the nature
of the restatements.
On 24 April 2025, the Group concluded the refinancing of its primary external
borrowing facility with 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 £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 is 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,
£7.0m is designated against the value of trade receivables and £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.
Repayments on the term loan commenced in November 2025 and by 31 March 2026,
£1.9m will have been amortised.
Interest is calculated at SONIA, SOFR or €STR for loans denominated in GBP,
USD or EUR respectively, plus a margin of 4.5% for the receivables facility,
6.0% for the inventory, plant and machinery and property facilities and 7.5%
for the cash flow facility. In addition, 2.0% is payable on the undrawn
portion of the £9.0m revolving credit facility.
Reconciliation of movements of liabilities to cash flows arising from
financing activities
Restated(1) Revolving credit facility Lease liabilities Other loans
Bank Overdraft Term £000 £000 £000 ( )
£000 Loan Restated(1)
£000 Total
£000
Balance at 31 March 2024 4,479 23,682 300 11,167 282 39,910
Changes from financing cash flows
Drawings on existing facilities - - 1,700 - - 1,700
Transaction costs associated with the issue of debt - (150) - - - (150)
Repayment of borrowings - (975) - (2,149) (48) (3,172)
Changes in bank overdraft 2,700 - - - - 2,700
Interest paid 202 - - - - 202
2,902 (1,125) 1,700 (2,149) (48) 1,280
Effect of changes in foreign exchange rates - (728) - (346) (6) (1,080)
Liability-related other changes
Drawing on new facilities - - - 24 - 24
Termination of facilities - - - (291) - (291)
Amortisation of transaction costs - 131 - - - 131
- 131 - (267) - (136)
Equity-related other changes - - - - - -
Balance at 30 September 2024 7,381 21,960 2,000 8,405 228 39,974
Changes from financing cash flows
Repayment of borrowings - (1,250) (2,000) (2,758) (47) (6,055)
Changes in bank overdraft (6,884) - - - - (6,884)
Interest paid 268 - - - - 268
(6,616) (1,250) (2,000) (2,758) (47) (12,671)
Effect of changes in foreign exchange rates - 357 - 185 4 546
Liability-related other changes
Drawings on new facilities - - - 1,303 - 1,303
Termination of facilities - - - (48) - (48)
Amortisation of transaction costs - 166 - 679 - 845
- 166 - 1,934 - 2,100
Equity-related other changes - - - - - -
Balance at 31 March 2025 and 1 April 2025 765 21,233 - 7,766 185 29,949
Changes from financing cash flows
Drawings on new BZ borrowing facilities - 26,812 3,099 - - 29,911
Transaction costs associated with the issue of debt - (1,908) (636) - - (2,544)
Termination of bank borrowings - (21,255) - - - (21,255)
Repayment of BZ facility borrowings - - (1,139) - - (1,139)
Repayment of other borrowings - - - (1,735) (44) (1,779)
Changes in bank overdraft (778) - - - - (778)
Interest expense 13 - - - - 13
(765) 3,649 1,324 (1,735) (44) 2,429
Effect of changes in foreign exchange rates - (204) (6) (102) 7 (305)
Liability-related other changes
Drawings on new facilities - - - 163 - 163
Modification of property leases - - - (530) - (530)
Amortisation of transaction costs - presented within finance expense - 319 92 - 411
Amortisation of transaction costs - presented within non-underlying items - 115 - - - 115
- 434 92 (367) - 159
Equity-related other changes - - - - - -
Balance at 30 September 2025 - 25,112 1,410 5,562 148 32,232
1. See note 1 Basis of preparation: prior period restatement, for the nature
of the restatements.
16. Financial instruments
The fair value of financial assets and liabilities are not materially
different from their carrying value.
17. Ordinary share capital
Number £000
of shares
Ordinary shares of 5 pence each
Issued and fully paid at 30 September 2024, 31 March 2025 and 30 September 73,419,193 3,671
2025
18. Related parties
Identity of related parties
The Company has a related party relationship with its subsidiaries, its
directors and executive officers and the Group pension scheme. There are no
transactions that are required to be disclosed in relation to the Group's
subsidiaries.
Transactions with key management personnel
On 13 February 2025, the Board announced the appointment of Ian Tichias as
Chief Financial Officer and Executive Director of Carclo plc with effect from
1 April 2025. Ian succeeds Eric Hutchinson following his retirement on 31
March 2025.
During the period to 30 September 2025, the Group was billed £0.3m (30
September 2024: £0.4m) by Thingtrax, a company that offers intelligent
manufacturing infrastructure as a service. Frank Doorenbosch, a Carclo plc
Executive Director, is also a Non-Executive Director of Thingtrax and, as
such, the company is identified as a related party. In the six months to 30
September 2025, £0.2m (30 September 2024: £0.3m) has been recognised as a
cost in the condensed consolidated income statement; a balance of £0.1m
remains on balance sheet as prepaid at 30 September 2025 and will be
recognised as an expense in the second half of the year to 31 March 2026.
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of the Group. This
includes all Executive and Non-Executive Directors and other members of the
senior management team who meet the above criteria. Full details of
Directors' remuneration are disclosed in the Group's Annual Report. In the six
months ended 30 September 2025, remuneration to current and former Directors
amounted to £0.8m (six months ended 30 September 2024 as restated: £0.7m).
The comparative figure for the six months ended 30 September 2024 has been
restated on a like-for-like basis to reflect the inclusion of two additional
members of the senior management team identified as key management personnel.
On 30 September 2025, the Company, Carclo plc settled a liability on behalf of
Executive Director, Frank Doorenbosch, for an amount of £29,500 to purchase
Carclo plc shares on market, in his name. Due to a banking error, Carclo did
not receive the funds from Mr. Doorenbosch until 2 October 2025 resulting in a
balance due from him at 30 September 2025. The liability was subsequently
settled in full, plus interest and costs at no loss to the Company.
Group pension scheme
A third-party professional firm is engaged to administer the Group pension
scheme (the Carclo Group Pension Scheme). The associated investment costs are
borne by the scheme in full. It has been agreed with the trustees of the
pension scheme that, under the terms of the recovery plan, the scheme would
bear its own administration costs.
Core contributions of £0.3m per month have been made during the period to 30
September 2025, incorporating both deficit recovery contributions and scheme
expenses including PPF levy where relevant.
Carclo incurred administration costs of £0.4m during the period which has
been charged to the consolidated income statement, including £0.1m presented
as exceptional costs, (30 September 2024: £0.4m, of which £0.1m was
presented as exceptional). Of the administration costs, £nil was paid
directly by the scheme (30 September 2024: £0.1m). The total deficit
reduction contributions and administration costs paid during the period was
£6.9m (30 September 2024: £1.5m), which included £5.1m additional
contributions allowing securitised assets marked in favour of the Group
pension Scheme to be reassigned to BZ, the new lender.
19. Post balance sheet events
As at the date of this interim report, the Directors confirm that there have
been no material post balance sheet events that would require adjustment to,
or disclosure in, these financial statements.
20. Seasonality
There are no specific seasonal factors which impact on the demand for products
and services supplied by the Group, other than for the timing of holidays and
customer shutdowns. These tend to fall predominantly in the first half of
Carclo's financial year and, as a result, revenues and profits are usually
higher in the second half of the financial year compared to the first half.
Independent Auditor's Review Report on Interim Financial Information
Conclusion
We have reviewed the accompanying balance sheet of Carclo Plc as of 30
September 2025 and the related statements of income, changes in equity and
cash flows for the six-month period then ended, and a summary of significant
accounting policies and other explanatory notes.
Based on our review, nothing has come to our attention that causes us to
believe that the accompanying interim financial information does not give a
true and fair view of (or "does not present fairly, in all material
respects,'') the financial position of the entity as at 30 September 2025,
and of its financial performance and its cash flows for the six-month period
then ended in accordance with UK adopted International Accounting Standard 34,
"Interim Financial Reporting".
Basis For Conclusion
We conducted our review in accordance with International Standard on Review
Engagements 2410 (UK), "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity.'
A review of interim financial information consists of making inquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with International
Standards on Auditing and consequently does not enable us to obtain assurance
that we would become aware of all significant matters that might be identified
in an audit. Accordingly, we do not express an audit opinion.
Conclusions Related to going Concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis of Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with this ISRE, however future events or
conditions may cause the entity to cease to continue as a going concern.
Responsibilities of Directors
Management is responsible for the preparation and fair presentation of this
interim financial information in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting". In preparing the
half-yearly financial report, the directors are responsible for assessing the
company's ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the company or to
cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statement in the
half-yearly financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.
HaysMac LLP
10 Queen St Place
London
EC4R 1AG
20 November 2025
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