ANNUAL REPORT
AND ACCOUNTS
for the period ended 31 May 2021
TICKER : CMH
PROUD
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DIFFICULT
THINGS
DONE
WELL
Success in UK engineering
has not been easy to
achieve in recent years,
but its requirements can
be simply stated; winners
must do difficult things
and must do them well.
We define “difficult things” as
activities with high engineering
content delivering technically
demanding products or
processes. To take profitable
advantage of them, it is essential
that a business is properly
managed and performs well.
”This period in Chamberlin’s history has been
severely impacted by two significant events.
However, Chamberlin have emerged from
these difficulties with a renewed focus on
diversification away from the automotive
sector and a new strategy to develop our own
products for markets that have strong growth
characteristics”
Chairman, Keith Butler-Wheelhouse
Investment Proposition
Æ Operating in markets with high barriers to entry
protected by process know-how or market regulation
Æ Operating across diversi� ed markets with sales
driven by the global engineering economy
Æ Huge opportunity to bene� t from new E-commerce
products in the growing global market-place for
� tness equipment and cookware
Æ In-house design and engineering capabilities to
rapidly develop high-quality, bespoke precision
products for sale direct to the consumer and
businesses
Æ A focused Board of Directors determined to position
the Group for growth and to deliver shareholder
value over the medium term
Æ Authentic UK manufacturer with a reputation for
quality products developed over more than 130
years of engineering excellence
Petrel, our hazardous area lighting business,
designed a cost and energy efficient solution for
one of the UK’s largest steel manufacturers.
chamberlin plc
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Overview
Overview
Chamberlin’s Iron Foundry Weights (IFW) brand of fitness equipment is hand-made to
the highest quality standards using our UK manufacturing expertise
Key Points
Financial
Æ Revenue of £26.4m for 14 months to 31 May 2021
(Year to 31 March 2020: £26.1m) was 14% lower than
prior year on a pro rata basis reflecting COVID-19
related headwinds in the first half and the impact of
the cancellation of contracts in the second half by
BorgWarner Turbo Systems Worldwide
Æ Underlying operating loss of £2.9m (Year to
31 March 2020: £1.1m loss), reflecting COVID-19
induced shutdowns, a slow recovery in activity levels
across the automotive sector and the impact of the
cancellation of the BorgWarner contracts
Æ Underlying loss before taxation of £3.2m
(Year to 31 March 2020: £1.4m)
Æ Non-underlying costs of £7.2m include significant
non-cash impairments associated with the
cancellation of the BorgWarner contracts of £4.7m,
restructuring costs of £1.3m, adviser costs of
£0.5m and property dilapidation costs of £0.7m
Æ Statutory loss before tax of £10.4m
(Year to 31 March 2020: £2.3m)
Æ Underlying diluted loss per share of 13.7p (Year to
31 March 2020: 18.7p)
Æ Total diluted loss per share of 55.1p
(Year to 31 March 2020: 30.1p)
Æ Net debt reduced to £1.8m (31 March 2020: £4.6m)
following £3.5m equity raise in March 2021
Operational
Æ Foundry revenues fell by 13% on a pro rata basis to
£23.3m (Year to 31 March 2020: £23.1m) reflecting
the difficulties noted above regarding COVID-19
and BorgWarner at Chamberlin & Hill Castings
partially offset by an 18% increase at Russell Ductile
Castings
Æ Foundry operating loss of £1.9m (Year to 31 March
2020: £0.1m) driven by the issues at Chamberlin
& Hill Castings partially offset by a return to
profitability at Russell Ductile Castings
Æ Engineering revenues of £3.1m decreased by 12%
on a pro rata basis (Year to 31 March 2020: £3.0m),
primarily due to COVID-19 induced customer
shutdowns in the first half. Operating performance
was strong, with an operating profit for the 14
months of £0.2m (Year to 31 March 2020: break-
even) which was largely generated in the second half
REVENUE
£26.4m
2021
26.4
2020
26.1
STATUTORY LOSS
BEFORE TA(cid:225)
(£10.4m)
2021
2020
(10.4)
(2.3)
UNDERLYING LOSS
BEFORE TA(cid:225)
(£3.2m)
2021
(3.2)
2020
(1.4)
TOTAL LOSS(cid:185)
EARNINGS
PER SHARE
(55.1p)
2021
2020
(55.1)
(30.1)
Contents
OVERVIEW
Key Points
Chairman’s Statement
Group Overview
STRATEGIC REPORT
Chief Executive’s Review (including
performance review of Engineering and
Foundry divisions)
Measurements and Targets
Principal Risks and Uncertainties
CORPORATE GOVERNANCE
The Board
Corporate Governance Report
Audit Committee Report
Remuneration Report
01
02
04
05
08
09
13
14
18
20
22
Directors’ Report
Statement of Directors’ Responsibilities 24
FINANCIAL STATEMENTS
Introduction
Primary Statements
Section 1 – Basis of Preparation
27
28
38
39
Section 2 – Results of the Period
Section 3 – Operating Assets and Liabilities 46
54
Section 4 – Capital Structure
Section 5 – Other Supporting Notes
Independent Auditor’s Report
Parent Company Financial Statements
Five Year Financial Summary
Shareholder Information
56
72
77
80
81
Underlying figures are stated before non-underlying costs
(restructuring costs, hedge ineffectiveness, impairment, GMP
equalisation, onerous leases and share based payment costs)
together with the associated tax impact.
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CHAIRMAN’S
STATEMENT
(cid:212)(cid:206)(cid:210)(cid:221)(cid:209) (cid:203)(cid:222)(cid:221)(cid:213)(cid:206)(cid:219)(cid:180)(cid:224)(cid:209)(cid:206)(cid:206)(cid:213)(cid:209)(cid:216)(cid:222)(cid:220)(cid:206)
CHAIRMAN
“This period in Chamberlin’s history has been severely
impacted by two signi� cant events, � rstly by an
unprecedented global COVID-19 pandemic, and
secondly the early cancellation of all contracts with our
principal automotive customer (BorgWarner Turbo
Systems Worldwide). However, Chamberlin have
emerged from these di(cid:294) culties with a renewed focus
on diversi� cation away from the automotive sector and
a new strategy to develop our own products for markets
that have strong growth characteristics.
”
This period in Chamberlin’s history has been severely impacted
by two significant events, firstly by an unprecedented global
phenomenon in COVID-19, and secondly the early cancellation
of all our contracts with our principal automotive customer,
BorgWarner Turbo Systems Worldwide (BorgWarner). As a
result of these damaging events, the financial performance
and strength of the Group suffered considerably, with the
Group loss before tax for the 14 month period to 31 May 2021
amounting to £10.4m, of which £6.5m related to charges
arising from the loss of the BorgWarner contracts.
In order to stabilise the Group’s financial position, we
completed a share placing and subscription in March 2021
raising £3.5m. The equity raised enabled the Group to facilitate
the necessary reduction in headcount to realign the cost base
to the lower level of revenue post the decision by BorgWarner
and to provide sufficient working capital to stabilise the
business. We trust these events are now behind us.
The Board and Staff
In March 2021, the Board was strengthened by the
appointment of Trevor Brown, initially as a Non-Executive
Director, and in June 2021 as an Executive Director
with responsibility for strategy. Trevor brings a wealth of
entrepreneurial experience to the Board, which will be
invaluable as we embark upon our new strategy for growth.
On 31 May 2021, both Neil Davies and David Flowerday
stepped down as Directors of the Company. On behalf of
the Board, I would like to again thank Neil and David for their
contribution during our recent difficult times and to wish them
well for the future. As part of the restructuring of the Group, on
31 May 2021 Kevin Nolan stepped down from his role as
Chief Executive but remains a Non-Executive Director,
retaining responsibility for key projects and client accounts and
providing continuity, experience and support to the Board.
Subsequent to the period end on 1 June 2021, Kevin Price and
Alan Tomlinson were appointed to the Board as Chief Executive
and Finance Director respectively. Both Kevin and Alan have
a strong working knowledge and experience of the Group’s
operations from their roles in the Chamberlin Group prior to
their appointment to the Board. On behalf of the Board, I would
like to welcome Kevin and Alan to their new roles.
The period under review has been a challenging one for the
Group and the Board are acutely aware of the impact this
has had on our staff. The disruption from COVID-19 led
to shutdowns and the need to place large numbers of our
employees on furlough, in some cases for extended periods
of time, while the economies and markets in which we
operate recovered. We were also severely impacted by the
BorgWarner decision, which caused further uncertainty for all
our employees as we embarked upon the necessary fund raise
and subsequent restructure. I would like to place on record the
Board’s thanks for the dedication, professionalism and loyalty
that our employees have continued to demonstrate during
these unprecedented times.
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Overview
Chamberlin has over 130 years of experience in the manufacture of cast iron products
Outlook
It is with considerable regret that the Board has to announce
the huge losses that it has suffered for the period to 31 May
2021, albeit these were largely caused by events outside of
Chamberlin’s control. The combined impact of COVID-19 and
the decision by BorgWarner inflicted near fatal damage to the
very existence of the Company. However, the confidence that
new and existing shareholders have shown by supporting the
Group through the equity raise in March 2021 has enabled the
Board to refocus the Group’s strategy and future direction.
Encouragingly, revenues in the first-half of the new financial
year have been in line with management’s expectations,
despite lower revenues from the automotive sector due
to the semi-conductor shortage impacting that market
globally. However, financial performance continues to be
impacted by the global headwinds facing most companies,
namely rising raw material and energy prices and supply
chain and transportation disruption. Management have
taken appropriate action to address these issues and believe
that financial performance will improve, with management
expecting the Group to return to a modest level of profitability
in the second-half of the financial year.
As previously announced, the Board is focused on enhancing
shareholder value over the medium to long term through
diversification away from the declining, high-volume
automotive sector and into markets with strong growth
characteristics, where we can use our technical and design
expertise to develop new products and provide new services.
The Board has confidence that this change in strategic focus
and mindset will provide the Group with greater opportunities
to maintain sustainable, profitable growth in the medium-term
for the benefit of all our shareholders and stakeholders.
(cid:212)(cid:206)(cid:210)(cid:221)(cid:209) (cid:203)(cid:222)(cid:221)(cid:213)(cid:206)(cid:219)(cid:180)(cid:224)(cid:209)(cid:206)(cid:206)(cid:213)(cid:209)(cid:216)(cid:222)(cid:220)(cid:206)
CHAIRMAN
30 November 2021
www.chamberlin.co.uk
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GROUP AT
A GLANCE
GROUP OVERVIEW
Product Areas
Chamberlin operates across four locations
in the UK. The Foundry Division specialises in
technically demanding castings in complex
shapes and in specialist metallurgies.
Work is allocated across its two foundry sites and
one machining facility based on size and metallurgy
as follo ws:
Æ Light Castings based in Walsall produce castings
up to 20kg in grey iron.
Æ Heavy Castings based in Scunthorpe make up to
6 tonne castings, in a wide variety of iron grades.
Æ The machining centre, opened in 2017, supports
the light castings made in Walsall.
The engineering business supplies to regulated
markets operating from a site in Birmingham.
UK Manufacturing
FOUNDRIES
1 Plc Head Offi ce & Chamberlin & Hill
Castings, Walsall
2 Chamberlin & Hill Castings,
machining facility, Walsall
3 Russell Ductile Castings,
Scunthorpe
ENGINEERING
4 Petrel, Birmingham
Global Sales
Engineering activity outside of the UK
is a key driver of demand.
Direct exports accounted for 47% of revenue in 2021 to our
customers in Europe, America, the Middle East and Asia.
Global demand for UK engineered products is strong and
our customers are typically leaders in their sectors.
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Strategic Report
CHIEF EXECUTIVE’S
REVIEW
“The combined impact of COVID-19 and the loss of
BorgWarner contracts has led to a significant financial
loss in the period. The Group is working through the
recovery phase from these unprecedented events and
implementing a strategy and platform to return the
Group to profitability.
”
KEVIN PRICE
CHIEF E(cid:225)ECUTIVE
The Group’s performance during the 14 month period to
31 May 2021 has been overshadowed by two significant events
that has led to substantial financial losses being incurred, the
need to raise equity to continue in operation and a subsequent
restructure of the business to right-size the cost base.
Group revenue of £26.4m for the 14 months to 31 May 2021
(Year to 31 March 2020: £26.1m) was 14% lower than prior year
on a pro rata basis reflecting COVID-19 related headwinds in
the first half and the impact of the cancellation of contracts
in the second half by BorgWarner Turbo Systems Worldwide
(BorgWarner). These events primarily affected the Walsall
foundry and machining centre, which had to close completely
in April 2020 due to the COVID-19 induced shutdowns of our
European automotive customer’s sites. Although revenue did
partially recover once the Walsall sites re-opened, demand
continued to fluctuate as further COVID-19 disruptions
throughout the remainder of the period impacted our
customers. This unpredictability was then further compounded
by the news in December 2020 from BorgWarner of the early
termination of the Group’s contracts, which contributed £7.5m
to revenue in the 14 month period to 31 May 2021.
Russell Ductile Castings’ performance in the period was
encouraging as it benefitted from less disruption from
COVID-19 and reduced levels of competition as a number
of competitor foundries were forced to close. Consequently,
revenue for the 14 months to 31 May 2021 increased by
almost 18% compared to the previous 12 months on a pro rata
basis and the division turned an operating loss in the prior year
into a profit in the period.
The performance of Petrel, our hazardous area lighting
company, also showed promising improvement despite
COVID-19 induced customer shutdowns and delays to the
procurement of some large lighting projects in the first half.
Chamberlin recently launched its premium range of cast
iron Emba Cookware at the BBC Good Food Show in
Birmingham
Financial performance in the last eight months of the period
dramatically improved, with Petrel delivering £2.0m of revenue
and £0.2m of operating profit during that period.
As a result of the COVID-19 disruptions and the impact of the
BorgWarner decision, the Group has incurred a substantial
loss before tax of £10.4m. It is obviously disappointing to be
reporting such a significant loss but it is largely the result of
£7.2m of non-underlying costs, primarily associated with the
BorgWarner contract losses that will not be repeated. Of these
non-underlying costs, £4.7m relate to non-cash impacting
impairment of fixed assets and inventories, £1.3m relate
to the subsequent restructuring, £0.7m relate to property
dilapidation costs and £0.5m relate to legal and adviser costs.
The Group remained focussed on effective cash management
throughout the period as the shutdowns from COVID-19
began to impact working capital, with the Group utilising the
Government furlough scheme where necessary. However,
following the loss of the BorgWarner contracts, it became
evident that the Group would not be able to sustain its cash
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headroom without an injection of capital. Consequently, the
Group raised £3.5m in March 2021 from a share issue to
facilitate a restructuring and provide working capital, with net
debt reduced at 31 May 2021 to £1.8m (31 March 2020: £4.6m).
With this tumultuous and difficult period now largely behind
us, the Group is working through the recovery phase from
these unprecedented events and implementing a strategy and
platform to return the Group to profitability. In the new financial
year, resources have been directed towards new product lines
to rapidly reduce reliance on the automotive industry. The
Board’s aim over the medium term is to replace the majority of
the Group’s traditional, low margin contract-based production,
with much higher margin, premium consumer products in
markets with a strong opportunity for growth and where the
Group can innovate, control distribution and sales to effect real
and sustainable growth in revenue and profits. This strategy
is already taking shape, with the establishment of two new
customer-focussed brands in the fitness equipment and cast-
iron cookware markets:
Iron Foundry Weights
Iron Foundry Weights, Chamberlin’s new trading name for its
specialist home and commercial gym equipment business, is
developing rapidly. The Group gained great success with the
introduction of a range of kettlebells in November 2020 and
since then has expanded its product offering to weight-plates
and dumbbells, selling products direct to the consumer from
our own website, www.ironfoundryweights.co.uk , and through
Amazon in the UK, and more recently in Europe. Through our
participation in The Arnold Sports Festival in October 2021,
we also have a number of opportunities to sell our products
to businesses in the fitness market. In November 2021 the
Group’s new range of precision machined “indestructible”
dumbbells was released, using our unique “Shrink-Fit”
assembly technology. The Company has also recently signed
an endorsement agreement with social media ambassador
Harrison Bird.
Emba
Chamberlin is making excellent progress with the development
of premium-quality cast iron cookware - the Emba Cookware
Range - which officially launched its initial product range
on-line in November 2021. The rising popularity for premium
quality, high value cast iron cookware is growing rapidly in the
UK and the Board expects Chamberlin’s Emba brand to be at
the forefront of this market as the only true UK based designer
and manufacturer.
Elsewhere at our Walsall foundry and machining facility, we
are actively pursuing a strategy of reducing the reliance on
the high-volume automotive sector by utilising our reputation
for design and technical excellence to provide engineering
solutions in a broader range of markets, including the
automotive after-market. Chamberlin is also focused on
maximising the capacity of its high-quality, technologically
advanced machining centre, which includes the production of
fitness equipment for the Iron Foundry Weights brand.
Russell Ductile Castings continues to have a substantial order
book and the Board expects that it will continue to build on
its positive performance in 2020-21 in the current financial
year, benefitting from favourable market conditions, a strong
product and technical capability and a growing trend of re-
shoring to the UK from overseas.
Petrel has continued to deliver excellent results in the new
financial year, continuing the trend from the second half of the
2020-21 financial period. Furthermore, the launch of a new
portable product hire service in October 2021 is expected to
bring revenue opportunities in the second half.
The COVID-19 pandemic continues to present global
challenges to trading conditions, including escalating raw
material costs, supply chain shortages and a slowdown in
the automotive industry due to widely publicised electronic
control unit (ECU) availability. In response to these challenges,
the management team continues to reduce costs, improve
efficiencies, and optimise pricing to improve margins in order
to restore sustainable profitability to the Group.
Although these challenges present difficulties in the short-
term which require decisive management action, the Board
believes that the strategy outlined above will drive significantly
improved results over the medium term. Furthermore, some
of these challenges also present significant opportunities.
With supply chain constraints and transportation delays
impacting the global flow of trade, we are seeing an increasing
trend towards re-shoring manufacturing back to the UK from
overseas. Made in the UK is a significant unique selling point
across all our businesses and the Board believe we are well
positioned to take advantage of the opportunities this will
inevitably present.
KEVIN PRICE
CHIEF E(cid:225)ECUTIVE
30 November 2021
Chamberlin has recently signed an endorsement
agreement with social media ambassador Harrison Bird
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Strategic Report
PERFORMANCE
REVIEW
FOUNDRY Division
Our three foundry division
sites cast a range of
products ranging from 1kg
up to 6,000kg and deliver
castings with complex
geometry and challenging
metallurgy.
Operating (loss)/profit
2020
438
2021
201
(522)
(84)
H1 H2 Total
(1,931)
(2,132)
H1 H2 Total
ENGINEERING Division
Our engineering site
produces lighting for use
in hazardous and explosive
environments and other
industrial applications.
Operating (loss)/profit
2020
2021
191
170
21
H1 H2 Total
18
(63)
(45)
H1 H2 Total
* H2 represents 8 months
Revenue split
33%
67%
Heavy Castings
Light Castings
Revenue split
100%
Hazardous
environments
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MEASUREMENTS
AND TARGETS
Business performance is measured through Group-wide
targets and improvement measures.
Each Chamberlin business unit participates in an annual round
of planning meetings with the Executive Management, during
which performance and future plans for that business are
reviewed and updated. These business plans are all aligned
with the Group business strategy and include specific local and
divisional targets and key performance indicators (‘KPIs’).
In addition, individual business reviews take place throughout
the year on a regular basis enabling the Board to assess
performance against tactical and strategic milestones.
Key Performance Indicators (KPIs)
KPIs are used to measure and evaluate Group performance
against targets and monitor various activities throughout the
Group. The main key performance indicators employed in the
Group are set out below:
Foundries
Engineering
GROUP
14 months ended 31 May 2021
(8.3)
2021
2020
(8.3)
(0.4)
2021
2020
6.1
6.1
2021
(1.5)
2020
(11.0)
(11.0)
(4.3)
KPI
RETURN
ON SALES
(%)
The ratio of the
segment’s trading
profit to the segment’s
sales.
The trading profit
is defined in the
segmental analysis in
Note 3.
CASH FLOW
(£m)
The net decrease/
(increase) in net debt
2.8
2021
2020
2.8
0.8
113.1
2021
113.1
2020
(44.2)
RETURN ON
NET ASSETS
(%)
The ratio of the
segment’s trading
profit to the segment’s
net assets (as analysed
in Note 3).
417.1
2021
2020
(1.0)
142.5
142.5
417.1
2021
2020
(10.1)
SALES PER
EMPLOYEE
(£000)
The ratio of the
segment’s sales to the
segment’s average
number of employees.
ACCIDENT
FREQUENCY
RATE
The number of
accidents per 100,000
hours worked averaged
for the full year.
111.6
111.6
100.0
14.1
14.1
9.4
2021
2020
2021
2020
2021
2020
2021
2020
135.8
135.8
108.5
109.3
109.3
97.2
2021
2020
0.0
12.9
2.1
2021
2020
12.9
8.6
The Directors note that the KPIs reflect the trading conditions of the Group during the year.
Calculations are based on numbers disclosed in the segmental analysis in Note 3 to the accounts and are shown before non-
underlying items as detailed in Note 10 to the accounts. The Group percentages incorporate shared costs.
08
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Strategic Report
PRINCIPAL RISKS
AND UNCERTAINTIES
Management throughout the Group uses a common model to identify and assess the impact of risks to their businesses. The
Group’s risk management process is described further in the Corporate Governance Report on pages 14 to 17.
Risk
COVID-19
Description of risk & potential impact
Mitigation
Global pandemic (also known as the coronavirus)
has had a severe impact world-wide on both product
demand, human behaviour and also working practices.
Foreign currency
fluctuation
Approximately 47% of Group revenue was historically
derived in Euros. Exchange rate fluctuations driven by
macro-economic or geo-political factors could have an
impact on the financial performance of the Group.
Machine shop
capacity utilisation
Raw material
pricing fluctuation
A major customer has informed Chamberlin of an earlier
than planned transition to the next product evolution,
with the new product awarded to another supplier. Failure
to replace this lost revenue could have a material impact
on the financial performance of the Group.
The price of many raw materials is dependent upon
movements in commodity prices, especially iron, coke
and energy costs.
The Group is managing the business, especially cash,
extremely closely, and has taken various actions to mitigate
the impact of COVID-19. It has taken advantage of various
Government financial initiatives such as the Job Retention
Scheme (see Note 5) and deferral of VAT payments.
The Group has revisited working practices, such as social
distancing from fellow employees and working from home,
and have adjusted said practices accordingly.
The Group sells Euros forward in order to provide an
effective hedge and reviews the hedged position regularly
throughout the year, adjusting where necessary.
The Group’s risk exposure to fluctuations in the Euro
exchange rate has diminished since the cancellation of all
contracts by BorgWarner Turbo Systems Worldwide.
A claim is being pursued against the customer for breach
of contract, costs are being minimised, and new business
opportunities to increase revenue are being actively sought.
The Group negotiates, where appropriate, price surcharge
arrangements into its customer contracts. Where such
arrangements are not formally in place, the Group seeks to
work collaboratively and openly with customers on rapidly
escalating cost issues.
Failure of our
health, safety and
environmental (‘HSE’)
controls resulting in
harm to employees or
other stakeholders
We recognise that we have a duty of care to our
employees. We have made great progress in recent
years but understand the impact on our employees
from the failure of this obligation. This could result
in injury or death to our employees or to others and
environmental damage with the consequential impact
of reputational damage and risk of regulator action.
Established processes are in place to ensure that health,
safety and environmental matters are appropriately
addressed and any such risks are minimised including
monthly reporting to, and review at the Executive
Committee. Specialist HSE employees provide support
and guidance to businesses including the conduct of
regular risk control and health and safety audits.
IT failure/system
collapse and loss
of data
We utilise a significant number of IT systems to support
the Group’s production, technology, marketing, sales
and financial functions. Failure of any of the systems,
corruptions or loss of data could have a major impact
on operations.
Development and regular testing of business continuity
plans.
Ensuring business continuity plans are robust and address
temporary unavailability of IT systems. Strategy to upgrade
and replace key systems.
Market deterioration We are a capital intensive business with a high level of
fixed costs. Deterioration in our key markets could
have a material impact on the financial performance of
the Group.
Slower than anticipated progress on developing new
products and penetrating new consumer-led markets
could adversely impact the financial performance of
the Group.
The Group sells into a wide variety of different markets,
selling a diversified product range. We strive to work with
our key customers to introduce new products and are
constantly seeking to identify new business segments and
geographical locations into which to sell our products.
The Group utilises the specialist skills of marketing advisers
that have experience in launching new products in the
markets we are targeting. We are continually reviewing and
increasing our product offering, listening to and adapting to
consumer feedback and expanding into countries outside
of the UK.
Due to the complex technical nature and fine
production tolerances of our products, an unstable
production process can result in significant scrap, which
could have a significantly adverse impact on results.
The Group seeks to employ a skilled workforce backed by a
highly experienced technical and production team in order
to provide the relevant experience and skill set to mitigate
any production failures.
Entry into
new markets
Production
failures
The Group’s approach to managing other financial risk is set out in Note 23 to the financial statements.
www.chamberlin.co.uk
STOCK CODE: CMH
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PRINCIPAL RISKS
AND UNCERTAINTIES
Director’s statutory duties
The Companies (Miscellaneous Reporting) Regulations 2018 (‘2018 MRR’) require Directors to explain how they considered the
interests of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the Companies Act 2006 (‘S172’)
when performing their duty to promote the success of the Group under S172. This includes considering the interest of other
stakeholders which will have an impact on the long-term success of the group. This S172 statement explains how the Directors:
Æ have engaged with employees, suppliers, customers and others; and
Æ have had regard to employee interests, the need to foster the company’s business relationships with suppliers, customers
and others, and the effect of that regards, including on the principal decisions taken by the company during the financial
period.
The Board of Directors, in the course of their collective and individual daily activities and decision- making, are continually mindful
of their duties under S172 to act in good faith, in a way that promotes the success of the Company for the benefit of its members
and other key stakeholders. In order to fulfil their duties, the Board has regard to the following matters:
Chamberlin’s ability to deliver precision engineering to exacting standards in the automotive
sector is transferable to new products in development and provides a competitive advantage.
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Strategic Report
Matter
Board’s approach
Further details
The likely
consequence of
any decision in the
long term
The interests of the
Company’s employees
The need to foster
business relationships
with suppliers,
customers and others
The impact of the
Company’s actions on
the community and
the environment
Maintaining high
standards of business
conduct
The need to act fairly
between shareholders
Each year, the Board produces a three-year strategic
plan that establishes the future direction and goals of
the business. This strategic review provides the guiding
principles for decisions that need to be made on a day
to day basis.
The Board recognises that the Group’s employees are
fundamental to the successful delivery of its strategic
objectives. The Board is particularly aware that the
nature of foundry operations means that the working
environment of our employees can be challenging and
therefore health and safety issues are always a priority.
The success of the business is dependent upon
strong relationships with our customers and suppliers.
We work closely with customers to understand their
needs and to provide products that meet the exacting
standards they require. Day to day management of
customer and supplier relationships is delegated to
business unit senior management, with the Chief
Executive and Finance Director providing support and
guidance where required.
The Board is mindful of it’s obligations to the wider
community in which it operates and the impact on
the environment of our operations, particularly in
relation to the Foundry division given the nature of the
business. The environmental impact of our operations
are carefully monitored and regular discussions are
held with local councils and communities, in particular
in relation to air quality issues which are a bi-product of
the production process.
The Board promotes a culture of high standards, ethics
and integrity in all of its business dealings and expects
all employees to act appropriately in all dealings with
external parties.
The Board believes that all shareholders should be
treated equally, with no particular group of shareholders
unfairly favoured over any other. The Board believes
that open communication with all shareholders is key to
achieving this objective.
Paragraph 9 of the Corporate Governance Report
on page 16.
Paragraph 3 of the Corporate Governance Report
on page 14.
Paragraph (a) of the Directors’ Report on page 22.
Paragraph 3 of the Corporate Governance Report
on page 14.
Paragraph 3 of the Corporate Governance Report
on page 15.
Paragraph (b) of the Directors’ Report on page 22.
Paragraph 8 of the Corporate Governance Report
on page 16.
Paragraph 2 on page 14 and paragraph 10 on page 17
of the Corporate Governance Report.
KEVIN PRICE
CHIEF E(cid:225)ECUTIVE
30 November 2021
www.chamberlin.co.uk
STOCK CODE: CMH
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The Board
Corporate Governance Report
Audit Committee Report
Directors’ Remuneration Report
Directors’ Report
13
14 – 17
18 – 19
20 – 21
22 – 25
G
O
V
E
R
N
A
N
C
E
Chamberlin recently signed an endorsement agreement with Lauren
Ricci, British Powerlifting Champion.
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Governance
THE BOARD
EXECUTIVE DIRECTORS
NON-EXECUTIVE DIRECTORS
KEVIN PRICE
(cid:212)(cid:206)(cid:210)(cid:221)(cid:209) (cid:203)(cid:222)(cid:221)(cid:213)(cid:206)(cid:219)(cid:180)(cid:224)(cid:209)(cid:206)(cid:206)(cid:213)(cid:209)(cid:216)(cid:222)(cid:220)(cid:206)
KEVIN NOLAN
Aged 43, Kevin joined the Board and was
appointed Chief Executive on 1 June 2021.
Kevin has over 25 years’ experience in
manufacturing and joined Chamberlin in 2015.
Prior to his appointment as Chief Executive,
Kevin was Operations Director of the Group’s
Foundry and Machining Facility.
Aged 75, Keith joined the Board and was
appointed Non-Executive Chairman in March
2012. Previously Keith was Chief Executive of
Smiths Group plc, Saab Automobile Sweden
and Delta Motor Corporation South Africa. He
previously served as a Non-Executive Director
with Atlas Copco AB, General Motors Europe,
J Sainsbury plc, NIU Solutions and Plastics
Capital plc.
Aged 65, Kevin became a Non-Executive
Director on 1 June 2021, having joined the
Board as Chief Executive in 2013. Kevin has
over 30 years’ senior level experience in the
engineering sector and joined Chamberlin
from global materials engineering group,
Wall Colmonoy Ltd, where he was Managing
Director. He previously worked for Doncasters
Group Ltd, the international engineering group
that manufactures precision components
and assemblies, where he successfully led the
expansion of a number of the Group’s business
units and latterly was appointed Divisional
Managing Director of Doncasters’ largest
division, Doncasters Turbine Airfoils and
Structural Castings Division. Kevin is currently
Non-Executive Director of Operational Risk
Consortium Limited.
ALAN TOMLINSON
Aged 53, Alan joined the Board and was
appointed Finance Director on 1 June 2021.
Alan joined Chamberlin in June 2019 and prior
to his appointment as Finance Director, was
Group Financial Controller with additional
responsibilities for Petrel, Chamberlin’s
specialist lighting business. Alan has over
25 years’ experience in senior � nance roles,
including 19 years in a FTSE 250 construction
company. Alan, a member of the Institute of
Chartered Accountants in England and Wales,
is also the Company Secretary.
TREVOR BROWN
Aged 74. Trevor Brown was appointed to the
Board in March 2021 and has worked as a
director in a number of businesses over many
years and is currently CEO of I(cid:218)-AI Limited
and CEO of Braveheart Investment Group
plc. He was previously a director of Feedback
plc, Management Resource Solutions plc,
Advanced Oncotherapy plc and Non-Executive
Director of Remote Monitored Systems plc.
www.chamberlin.co.uk
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CORPORATE
GOVERNANCE REPORT
Governance Statement
The Board of Directors of the Company fully endorses the
importance of good corporate governance and has adopted
the (cid:218)uoted Companies Alliance Corporate Governance Code
(2018) (the “(cid:218)CA Code”), which they believe is the most
appropriate recognised governance code for a company of
its size with shares admitted to trading on the AIM market of
the London Stock Exchange. The (cid:218)CA Code provides the
Company with the framework to help ensure that a strong level
of governance is maintained, enabling the Company to embed
the governance culture that exists within the organisation as
part of building a successful and sustainable business for all its
stakeholders.. Details of the Group’s compliance with the code
are set out below:
1. Establish a strategy and business model which
promote long-term value for Shareholders
Chamberlin is a well-established specialist provider of small
and large castings and high-quality lighting for hazardous areas
and industrial applications. A new strategy to develop our own
products for markets that have strong growth characteristics is
being implemented.
The Group has a solid revenue model with the majority of
revenue arising from recurring agreements or repeat business
from long-standing customers.
Further details are provided in the Chairman’s’ Statement,
Chief Executive’s Review and Strategic Report.
2. Seek to understand and meet Shareholder
needs and expectations
Chamberlin highly values regular two-way engagement with
Shareholders to discuss strategy and performance levels.
The Executive Directors aim to ensure that both current
and potential future investors have the opportunity to fully
understand the business alongside being able to understand
the needs of investors and analysts.
We offer to meet with all institutional investors that wish to do
so at least twice a year in the results period. These meetings
include a presentation of the latest financial performance,
a wider business update and discussion on the longer-term
plan. These meetings are normally attended by the Group
Chief Executive and Group Finance Director. We also welcome
engagement with our key Shareholders throughout the year.
We answer and respond to any Shareholder calls or
correspondence on an individual and personal basis as they
are received and then endeavour to keep in contact with the
Shareholder.
The AGM presents the main opportunity for engagement with
private Shareholders. This meeting is typically attended by all
Board members and several senior operational managers.
3. Take into account wider stakeholder and social
responsibilities and their implications for
long-term success
Chamberlin aims to ensure that the highest standards of
corporate behaviour are maintained throughout its business.
We do this through monitoring and actively managing
our impact on the locations where we operate and our
relationships with key stakeholders. The main mechanisms
for wider stakeholder engagement and feedback can be
summarised as follows:
Health and Safety
Health and safety is a key issue for the Board, management
and employees. Our policies require all sites to operate to high
standards with the objective of continuous improvement in
health and safety performance.
Health and safety management is aligned to the operations of
the business. All employees are responsible for ensuring that
health and safety policies are implemented and for identifying
opportunities for improvement. The business is supported in
this by qualified health and safety professionals.
All sites are required to report on health and safety
performance on a monthly basis to the Board. The key health
and safety performance indicators focus on accident reporting.
These indicators are used to monitor the effectiveness the
health and safety systems and to drive improvements. Health
and safety is the first standard agenda item at all Board
meetings. Our Accident Frequency Rate for the period of 12.9
is reported as a Key Performance Indicator on page 8.
Suppliers
The third-party supply base can be the key to the success
of the Chamberlin business. As such, there are processes in
place within each of the business units to actively manage
supplier relationships in the normal course of business, taking
appropriate feedback and developing actions as necessary.
Employees
The Group’s employment policy includes a commitment to the
principles of equal opportunity for all, and specifically prohibits
discrimination of any type. Our policy is always to ensure that all
persons are treated fairly irrespective of their colour, race, sex,
sexual orientation, age or youth, religion, political beliefs, trade
union membership or non-membership, marital and physical
or mental status or any other factors including pregnancy and
maternity. Chamberlin aims to involve its employees in the
activities of the business.
Employees are informed of business performance via a
number of routes including shop floor visual performance
charts, management/employee briefings, dialogue with trade
union representatives and health and safety meetings.
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Governance
Community
Chamberlin recognises the role that local communities play
in our business, and we aim to be a responsible partner in
the localities in which we operate throughout the UK. We
encourage all of our businesses to support the needs of their
local communities through contributing to local charities and
community initiatives.
Examples of initiatives include:
Æ Involvement of our employees on the governing boards of
local schools and colleges;
Æ Partnership with a local further education college to
develop in house training facilities;
Æ Sponsorship of local initiatives such as funding a school
football team and a children’s garden project.
4. Embed effective risk management,
considering both opportunities and threats,
throughout the organisation
Financial control
The Group has an established framework of financial controls,
the effectiveness of which is reviewed regularly by senior
management, the Board and the Audit Committee. Key areas
of control are as follows:
Æ The Board has responsibility for approving all annual
budgets, longer-term strategy and plans, dividend policy,
financial and funding structure of the Group and any
material investments.
Æ Key performance metrics are reported to the Executive
Directors weekly, including invoicing, sales orders, order
book and cash.
Æ Financial performance on a monthly basis is reported to the
Board comparing to forecast, budget and prior year.
Æ There is a comprehensive forecast process in place
providing the Board with an updated view of the likely
performance for the financial year on a monthly basis (in
the absence of ad hoc material events) including revenue,
profit and cash.
Æ Monthly management meetings are held with each
business in the Group, chaired by the Group Chief
Executive.
Æ A robust system of controls exist to cover all types of cost
including recruitment, promotions, salary costs and capital
expenditure. All payments are approved by senior finance
staff.
Æ Return on investment and payback are tracked for business
acquisitions as well as other types of investments. These
are reported to the Board on a monthly basis.
Other controls
The Board continually reviews whether the system of controls
and risk management in place is appropriate for the size,
complexity and risk profile of the Group. The controls currently
in place include:
Æ Monthly management meetings for each business,
chaired by the Group Chief Executive and attended by
the Group Finance Director, provide the mechanism for
reporting identified risks and setting required actions to
mitigate. Any risks of a material nature are then reported
to the Board through the monthly Board meeting. These
meetings incorporate a monthly health and safety review
meeting in which each site responsible officer reports on
current status against set criteria. A monthly health and
safety dashboard is also reported to the Board. These
mechanisms facilitate ensuring each site has appropriate
roles and processes in place including first aiders, fire
wardens, regular fire alarm tests and regular health and
safety checks.
Æ All contracts are approved by the Finance Director prior to
signing.
Æ Dedicated resource and appropriate tools are in place that
proactively monitor the Group’s IT infrastructure to ensure
high levels of security are maintained, as well as looking to
continually improve. This is reviewed at regular intervals
with the Group Finance Director.
A summary of the Group’s principal risks, potential impact and
mitigations are included in the Strategic Report.
5. Maintain the Board as a well-functioning
balanced team led by the Chair;
The Board has been led by the Chairman, Keith Butler-
Wheelhouse, since 2012 and comprises two Executive
Directors and three Non-Executive Directors. Board decisions
are made at regular Board meetings following discussions
between all five Directors, with the Non-Executive Directors
providing the necessary challenge and balance to proposals
made by the Executive Directors.
6. Ensure that between them the directors have
the necessary up to date experience, skills and
capabilities
Details of the Director’s careers and experience can be found
on page 13 The Board.
www.chamberlin.co.uk
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CORPORATE
GOVERNANCE REPORT CONTINUED
7.
Evaluate Board performance based on clear
and relevant objectives, seeking continuous
improvement
The Directors consider seriously the effectiveness of the
Board, Committees and individual performance.
The Board meets formally seven times a year with ad hoc
Board meetings as the business demands. In the period
following the announcement by BorgWarner, the Board met
at least once per week to facilitate a rapid response and
decision making.Details of the Directors’ attendance at board
meetings are set out on page 17. There is a strong flow of
communication between the Directors, in particular the
relationship between the CEO and Chairman. The agenda
is set with the consultation of both the CEO and Chairman,
with consideration being given to both standing agenda items
and the strategic and operational needs of the business.
Papers are circulated well in advance of the meetings, giving
Directors ample time to review the documentation and
enabling an effective meeting. Resulting actions are tracked for
appropriate delivery and follow up.
In addition to the above, the Directors have a wide knowledge
of the business and requirements of director’s fiduciary duties.
The Directors have access to the Company’s NOMAD and
auditors.
On-going review of the functioning of the Board and ensuring
that the highest level of governance is maintained whilst being
mindful of the size and stage of development of the Company.
The Board has not to date adopted a board performance
evaluation process however this is something that the Board
may consider in future.
The Board and executives’ performance will be judged on the
delivery of certain desired outcomes as summarised in the
annual report.
8. Promote a corporate culture that is based on
ethical values and behaviours
All Directors, managers and employees at Chamberlin plc are
required to exercise high standards of ethics and integrity
in conducting the Group’s business. Specifically they should
adhere to both the letter and spirit of relevant laws and
regulations. The Group applies these standards to all of its
dealings with customers, suppliers, employees and other
stakeholders.
The Board has adopted a Whistleblowing Policy and Procedure,
to encourage employees to raise concerns about misconduct
or malpractice, and to ensure that such concerns can be
reviewed and considered fairly and properly. This forms part of
the Board’s processes for monitoring adherence to the ethical
values and behaviours expected from the Group’s employees.
The Board has formal anti-bribery policies and procedures to
comply with the requirements of the Bribery Act 2010.
The Group values its reputation for ethical behaviour and
for honesty and transparency. Its aim therefore is to limit its
exposure to bribery by:
Æ Setting out a clear anti-bribery policy;
Æ Encouraging its employees to be vigilant and to report any
suspicion of bribery;
Æ Rigorously investigating instances of alleged bribery and
assisting the police and other appropriate authorities in any
resultant prosecution;
Æ Taking firm and vigorous action against any individual(s)
involved in bribery.
9. Maintain governance structures and processes
that are fit for purpose and support good
decision-making by the Board
The Board retains ultimate accountability for good governance
and is responsible for monitoring the activities of the executive
team. The Chairman has the responsibility of ensuring that
the Board discharges its responsibilities. No one individual has
unfettered powers of decision. The roles of Chairman and CEO
are split in accordance with best practice.
The Chairman has the responsibility of ensuring that the
Board discharges its responsibilities and is also responsible
for facilitating full and constructive contributions from each
member of the Board in determination of the Group’s strategy
and overall commercial objectives.
The role of the CEO is to provide the vision for the strategic
direction of the Group and to ensure that the Group has
sufficient resources to be able to deliver its strategy and goals.
The CEO is responsible for the day to day running of the Group,
providing leadership to the senior management team and
establishing a framework that enables the Group to operate
in an efficient manner to achieve its objectives and in line with
the strategy. The CEO is also responsible for ensuring that
appropriate risk management policies and procedures are
implemented to minimise exposure to risk, be they financial,
ethical, environmental, health and safety or operational risks.
The Audit Committee, which consists of two Non-Executive
Directors, Kevin Nolan (Chairman) and Keith Butler-
Wheelhouse, meets at least twice per year with the external
auditors in attendance when required. It has formal terms of
reference which include reviewing and monitoring internal
financial control and risk management systems, consideration
of the annual, interim and auditor’s reports and making
recommendations to the Board in relation to the appointment
and remuneration of the auditors. The Audit Committee also
assists the Board in ensuring that appropriate accounting
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Governance
including reserved matters such as acquisitions and disposals,
the raising of finance, entry or exit to and from key markets and
all commercial and legal matters impacting the Group.
10. Communicate how the Company is governed
and is performing by maintaining a dialogue
with shareholders and other relevant
stakeholders
Details of the Company’s Governance structure is contained
within this report and our compliance with the (cid:218)CA code is also
published on our website.
The performance of the business is communicated to
shareholders through the Annual Report, which together
with the notice of AGM, interim report and regulatory
announcements released throughout the year are available
to all shareholders and can be downloaded from the investors
section of our website. The website also includes interim and
annual reports issued for at least the last five years.
We update shareholders via notifications to the market
through a regulatory news service (“RNS”) on matters of a
material substance and regulatory nature.
The primary contact for shareholders in the first instance is the
Chairman of the Board, who can be contacted via the contact
details on the corporate website.
Board
meetings
Nominations
Committee
Remuneration
Committee
Audit
Committee
31
1
1
2
9 - - 1
31
31
31
31
Note 2
Note 2
1
n/a
–
n/a
Note 2
Note 2
1
n/a
1
n/a
Note 2
Note 2
2
2
2
2
Note 2
Note 2
policies, financial systems, internal controls and compliance
procedures are in place. It also reviews the relationship
between the Group and the external auditors in terms of the
provision of non-audit services and ensuring that auditor
independence and objectivity is maintained.
The auditors have direct access to the Chairman of the
Audit Committee and a formal “whistle-blowing” policy
is in operation, in relation to any concerns staff may have
concerning the propriety of Group operations and activities.
No issues or incidents have come to light as a result of this
policy. All proposals for the provision of non-audit services by
the external auditor are pre-approved by the Audit Committee
or its delegated member, the overriding consideration being
to ensure that the provision of non-audit services does not
impact the external auditor’s independence and objectivity.
The Remuneration Committee comprises two Non-Executive
Directors: Kevin Nolan (Chairman) and Keith Butler-
Wheelhouse. The committee meets when necessary, usually
at least twice per year, and is responsible for determining the
remuneration packages of the Executive Directors and of the
Chairman.
The Board retains full and effective control over the Company
and holds regular Board meetings at which financial,
operational and other reports are considered and where
appropriate voted upon. The Board is responsible for the
Group’s strategy and key financial and compliance issues,
Summary of attendance at meetings
Number of meetings in the period
Trevor Brown (Note 1)
Keith Butler-Wheelhouse
Neil Davies
David Flowerday
Kevin Nolan
Kevin Price
Alan Tomlinson
Note 1 Appointed 8 March 2021
Note 2 Appointed 1 June 2021
n/a – indicates that a Director was not a member of a particular committee.
By order of the Board
ALAN TOMLINSON
COMPANY SECRETARY
30 November 2021
www.chamberlin.co.uk
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AUDIT COMMITTEE REPORT
Key objective
The Audit Committee acts on behalf of the Board and the
Shareholders to ensure the integrity of the Company’s financial
reporting, evaluate its systems of risk management and
internal control and oversee the relationship and performance
of the external auditors.
Membership, meetings and attendance
The composition of the Audit Committee during the year was:
David Flowerday (Chairman)
Keith Butler-Wheelhouse
Following the retirement of David Flowerday on 31 May 2021,
Kevin Nolan became Chairman of the Audit Committee. The
Audit Committee meets at least twice during the year and
details of the attendance at meetings are shown on page 17.
Responsibilities
The Audit Committee’s main functions include, inter alia,
reviewing and monitoring internal financial control systems
and risk management systems, considering the annual
report, interim accounts and auditor’s reports, and making
recommendations to the Board in relation to the appointment
and remuneration of the auditors .
D.Singh, a core shop operative at our foundry in Walsall, with one of
the first skillets to be produced for the Emba Cookware range.
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Governance
Æ pension scheme valuation. The closed defined benefit
pension scheme liability of £1.2m is a significant liability
on the Group’s balance sheet. Consequently the Audit
Committee reviewed the appropriateness of the
assumptions used by the external actuary in deriving the
IAS 19 liability and found them to be reasonable.
Æ going concern. The Audit Committee reviewed the
appropriateness of the two year forecast and budget
used to assess the Group’s ability to continue to operate
as a going concern. This review included discussion of the
assumptions used in the forecasts, including the downside
sensitivity analysis used to reflect the uncertainties
regarding revenue growth and found them to be
reasonable in the light of the current information available.
Æ the Group occupies two rental properties from which
it conducts its activities.The circumstances of the
businesses that operate from the properties has led the
Directors to review the Group’s provision for dilapidation
costs that could arise at the end of the leases. This requires
the Directors to make judgements concerning the future
cost of returning the leased properties to the landlords in
the condition specified in the lease. The Audit Committee
reviewed the appropriateness of the third party estimates
used to estimate the potential cost of dilapidations and
found them to be reasonable.
Management override of internal controls
The Audit Committee considered the inherent risk of
management override of internal controls as defined by
Auditing Standards. In doing so the Audit Committee continues
to review the overall robustness of the control environment.
KEVIN NOLAN
CHAIRMAN, AUDIT COMMITTEE
30 November 2021
The main responsibilities of the Committee are:
Æ to review accounting policies and the integrity and content
of the financial statements;
Æ to monitor disclosure controls and procedures and the
Company’s internal controls;
Æ to monitor the integrity of the financial statements of
the Company and to assist the Board in ensuring that the
Annual Report and Accounts, when taken as a whole, are
fair, balanced and understandable;
Æ to review and approve preliminary results announcements;
Æ to consider the adequacy and scope of external audits;
Æ to review and approve the statements to be included in the
Annual Report on internal control and risk management; and
Æ to review and report on the significant issues considered
in relation to the financial statements and how they are
addressed.
Key activities during the year
The key activities and areas covered by the Audit Committee
during the year were as follows:
Annual and Interim Results
At the request of the Board, the Committee reviewed the
presentation of the Company’s audited results for the 14
months to 31 May 2021, and the unaudited results for the
six months to 30 September 2020, to ensure that they were
fair, balanced and understandable and provide sufficient
information necessary for Shareholders and other users of the
accounts to assess the Company’s position and performance,
business model and strategy.
The most significant areas of focus in relation to the results for
the 14 months ended 31 May 2021 were as follows:
Æ impairment of assets. Following the cancellation of all
contracts by BorgWarner Turbo Systems Worldwide in
December 2020, the Directors undertook a detailed
impairment review of the foundry division cash generating
unit (CGU) that was impacted by this decision. The review
concluded that an impairment charge was required in
relation to property, plant and equipment where the
value in use was deemed to be lower than carrying value.
The Audit Committee discussed the assumptions made
in the value-in-use assessment concerning the future
performance of the CGU and found them to be reasonable.
In addition, a review was undertaken in relation to the
carrying value of inventory associated with the BorgWarner
contracts that were cancelled. This review concluded that
an obsolescence and slow moving provision was required
against the related inventory items;
www.chamberlin.co.uk
STOCK CODE: CMH
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DIRECTORS’
REMUNERATION REPORT
Remuneration Committee
The Remuneration Committee comprises two Non-Executive
Directors: Kevin Nolan (Chairman) and Keith Butler-Wheelhouse,
following the retirement of David Flowerday on 31 May 2021.
The Committee meets when necessary, usually at least twice
per year, and is responsible for determining the remuneration
packages of the Executive Directors and of the Chairman.
COVID-19 Response
The Remuneration Committee resolved that sacrifices at
senior level were required, bearing in mind the serious threat
to the Group. Accordingly, the Chairman agreed to reduce his
fee to £30,000 per annum, and Mr Flowerday agreed to reduce
his to £15,000 per annum from 1 June 2020. The total non-
executive remuneration has now reduced to about a third of
the level a year previously. The Committee has also resolved
that the 2020/21 Executive bonus plan be suspended.
Policy on Remuneration of Executive Directors
and Senior Executives
The Committee aims to ensure that remuneration packages
offered are designed to attract, maintain and motivate high-
calibre Directors and senior executives, without paying more
than necessary for the purpose. The remuneration policy
attempts to match the interests of the Executives with those
of Shareholders by providing:
(a) Basic salary and benefits
Executive Directors’ basic salaries are reviewed each year,
taking into account the performance of the individual and rates
of salary for similar jobs in companies of comparable size. The
main benefits provided are a company car allowance and health
insurance.
Directors’ Remuneration
The Company operates a defined contribution pension
scheme for the majority of its employees, including Executive
Directors. No performance-related bonuses nor benefits in
kind are included in pensionable salary.
(b) Annual performance-related bonus scheme
In order to link executive remuneration to Group performance,
Executive Directors participate in bonus schemes appropriate
to their objectives. For the 14 months ended 31 May 2021 the
bonus in respect of Kevin Nolan and Neil Davies was linked to
Group profit and net debt and the achievement of personal
objectives. The maximum amount of bonus payable is 100% of
their basic salary.
(c) Share options
On 13 May 2021, options over 3,581,314 ordinary shares of
0.1p were granted to certain Directors and senior management
under the Chamberlin Performance Share Plan. The share
options have an exercise price of 6p per share and will vest on
the third anniversary of the date of grant.
Service Contracts
All Executive Directors who served during the period have rolling
service contracts terminable on no more than one year’s notice.
On 1 June 2021, the Board appointed Kevin Price as Chief
Executive and Alan Tomlinson as Finance Director on service
contracts that are terminable with three months’ notice.
Non-Executive Directors
Remuneration of the Non-Executive Directors, apart from
the Chairman, is approved each year by the Chairman and the
Executive Directors. The Chairman’s remuneration is approved
by the Remuneration Committee.
Executive
Kevin Nolan**
Neil Davies
Non-Executive
Trevor Brown***
Keith Butler-Wheelhouse
Keith Jackson****
David Flowerday*****
Total 2021
Total 2020
Basic salary
£000
Compensation
for loss of office
£000
Benefits
£000
Annual bonus
£000
358
186
–
36
–
19
599
474
–
185
–
–
–
–
185
–
2
1
–
–
–
–
3
3
–
–
–
–
–
–
–
–
* Figures for 2021 are for a 14 month period whilst figures for 2020 are for a 12 month period
**
*** Appointed 8 March 2021
**** Retired 23 July 2019
***** Retired 31 May 2021
Highest paid Director in 2021 and 2020.
Total remuneration excluding
pensions
2021*
£000
360
372
–
36
–
19
787
2020*
£000
223
162
–
56
10
26
477
20
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Governance
In the 14 month period to 31 May 2021, Kevin Nolan received additional salary of £137,000 to reflect the transition from his role as
Chief Executive to Non-Executive Director.
On 31 May 2021, Neil Davies stepped down from his role as Finance Director, with his 12 month notice pay and accrued holiday
pay included in compensation for loss of office in the above table.
Benefits include all assessable tax benefits arising from employment by the Company, and relate mainly to the provision of private
medical insurance. The figures above represent emoluments earned as Directors during the relevant financial period. Such
emoluments are paid in the same financial period with the exception of bonuses, which are paid in the year following that in which
they are earned.
Directors’ Pensions
No retirement benefits accrued during the period to Directors under the Chamberlin & Hill Staff Pension and Life Assurance
Scheme (2020: nil), which is a closed defined benefit scheme.
Contributions into personal pension plans
Kevin Nolan
Neil Davies
Percentage of
basic salary
10%
10%
Contribution
paid
2021
£000
34
35
Contribution
paid
2020
£000
21
15
For Directors who have served during the year, no other pension contributions were paid other than as disclosed above.
Directors’ Options
Kevin Nolan
Kevin Nolan
31 March
2020
–
216,616
216,616
Granted
in year
666,666
–
666,666
Exercised
in year
–
–
–
Lapsed or
forfeited
in year
–
–
31 May
2021
666,666
216,616
883,282
Option
exercise
price
6.0p*
97.5p
Exercisable between
14.05.24 – 14.05.31
19.06.21 – 19.06.28
Prior to their appointment as Chief Executive and Finance Director on 1 June 2021, Kevin Price and Alan Tomlinson were granted
share options over 666,666 and 555,000 ordinary shares of 0.1p with an exercise price of 6.0p.
The options will normally become exercisable on or after the third anniversary of the date of grant subject to the satisfaction
of performance conditions set by the Remuneration Committee at the time of grant. The proportion of awards that become
exercisable varies on a straight-line basis, from 20% to 100%, depending upon the average share price in the three-month period
ending on the anniversary of the date of grant. A share price of 80p is required for 20% of the options to be exercisable and 120p
for 100% of the options to be exercisable.
No consideration is payable for the grant of an option.
No share options have been exercised in 2021 or 2020.
There have been no changes in the interests set out above between 1 June 2021 and 30 November 2021.
The mid-market price of the shares at 31 May 2021 was 10.75p and during the 14 month period ranged between 7.0p and 18.0p.
On behalf of the Board
KEVIN NOLAN
CHAIRMAN, REMUNERATION COMMITTEE
30 November 2021
www.chamberlin.co.uk
STOCK CODE: CMH
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DIRECTORS’ REPORT
The Directors present their report together with the
audited financial statements for the 14 month period ended
31 May 2021.
The Company is registered in England and its registration
number is 00076928.
(a) Employees
Staff numbers and associated costs are shown in Note 5 to
the accounts. The segmental split of the average number of
employees is as follows:
Foundries
Engineering
Head office*
Group
14 months to
31 May
2021
209
23
10
242
Year to
31 March
2020
231
28
10
269
* includes Non-Executive Directors.
The Group’s employment policy includes a commitment to the
principles of equal opportunity for all, and specifically prohibits
discrimination of any type. Our policy is always to ensure
that all persons are treated fairly irrespective of their colour,
race, sex, sexual orientation, age or youth, religion, political
beliefs, trade union membership or non-membership, marital
and physical or mental status, or any other factors including
pregnancy and maternity.
In particular, the Group gives full consideration to
applications for employment from disabled persons where
the requirements of the job can be adequately fulfilled by
a disabled person. We endeavour to provide those who
have physical or mental disabilities with specific assistance,
and arrangements are made to enable them to work for us
wherever and whenever this is reasonably practical. We expect
all employees to comply in every respect with the Group’s
employment policies at all times.
The Group has arrangements in place for the involvement
of all employees in the activities of the business, including
management/employee briefings, dialogue with trade union
representatives and health and safety meetings. A safety
policy is in place throughout the Group and all employees are
required to be aware of their responsibilities under the Health
and Safety at Work Act. A copy of the policy and all relevant
Codes of Practice are available at the workplace. It is the policy
of the Group to recognise that the training of employees
is important to the efficiency of the business and each
employee’s welfare and safety. Promotion is encouraged within
the organisation and it is Group policy to promote from within
wherever this is appropriate.
(b) Environment
The Board recognises that our operations have an effect
on the local, regional and global environment, and as a
consequence of this, the Board is committed to continuous
improvements in environmental performance and the
prevention of pollution.
Specifically, the Group has and will:
Æ comply with the requirements of all relevant environmental
legislation, meeting any set emission limits and standards
laid down, and use best available techniques in order to
control impacts on the environment;
Æ maintain and develop environmental management
policies and practices to continually monitor and progress
the minimisation of the effects of the business on the
environment. Environmental management is considered
to be a key part of the business strategy at all levels within
the Group;
Æ actively encourage the minimisation of waste from all
aspects of the business and promote the benefits of
recycling and re-use;
Æ reduce energy use and emissions of carbon dioxide
by increasing energy efficiency through all parts of the
Group and to seek new opportunities of improving energy
efficiency as part of the overall improvement of the
business;
Æ consider environmental factors in respect of the growth
of the business, seeking as far as is practical to reduce
harmful environmental impacts and to integrate new
developments into the local environment; and
Æ actively encourage the consideration of the environmental
impact of all raw materials and services purchased by
the business, and where practical to use the options with
the least impact and to reduce the consumption of raw
materials.
(c) Research and Development
The Group’s research and development activities in the period,
consist primarily of devising methods for achieving the casting
of complex shaped and/or multi-cored products in the foundry
businesses and the design and development of new products
in our engineering business, principally hazardous area lighting
products. The Board views such activities as key to the future
prosperity of the business. Expenditure expensed through
the income statement is shown in Note 7 and expenditure
capitalised in Note 12 to the accounts.
22
chamberlin plc
ANNUAL REPORT AND ACCOUNTS FOR THE PERIOD ENDED 31 MAY 2021
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Governance
Financial instruments
The Company’s policy in respect of financial instruments is
disclosed in Note 23.
Dividends
The Directors do not recommend the payment of a final
dividend (2020: nil p). No interim dividend (2020: nil p) has been
paid during the year.
Directors
Details of the Directors of the Company and their interests in
the shares of the Company are shown below. The interests
of the Directors in share options are shown in the Directors’
Remuneration Report on page 21.
See Board of Directors on page 13 for details of all Directors
during the year, including appointments and resignations.
Directors’ Shareholdings
Beneficial interests of the Directors in the shares of the
Company, including those of their immediate families were:
Trevor Brown
Keith Butler-Wheelhouse
Kevin Nolan
Neil Davies
David Flowerday
At 31 May
2021
Number of
shares
20,833,333
620,127
–
–
–
At 31 March
2020
Number of
shares
–
120,127
–
–
–
There have been no changes in the above shareholdings in the
period from 1 June 2021 and 30 November 2021.
Special Business at the Annual General Meeting
Directors’ authority to allot shares
As in previous years, (and indeed at the recent general meeting
held on 8 March 2021), approval will be sought to renew the
authority given to the Directors to allot shares in the Company.
Authority will be sought to allot shares in the Company up to
an aggregate nominal amount of £13,924 (which represents
approximately 20% of the issued ordinary share capital of the
Company as at 30 November 2021).
Authority will also be sought from Shareholders to allow the
Directors to issue new shares for cash to persons other than
to existing members up to a maximum nominal amount of
£13,924. This sum represents 13,924,956 ordinary shares of
0.1 pence each, being equivalent to 20% of the issued share
capital of the Company at 30 November 2021.
Authority to purchase own shares
At the Annual General Meeting in June 2021, the Board was
given authority to purchase and cancel up to 6,962,478 of its
own shares representing just under 10% of the Company’s
existing issued share capital, through market purchases on
AIM. The maximum price to be paid on any exercise of the
authority was restricted to 105% of the average of the middle
market quotation for the shares for the five dealing days
immediately preceding the day of a purchase. The minimum
price that may be paid for each share is 0.1 pence (the nominal
value of an ordinary shares). No purchases have been made.
That authority to make market purchases has since expired.
The Directors are now seeking the approval of Shareholders for
the renewal of this authority upon the same terms, to allow the
Company to purchase and cancel up to 6,962,478 of its own
shares, again representing just under 10% of its issued share
capital at 30 November 2021.
The authority is sought by way of a special resolution, details
of which are also included at item 12 in the notice of meeting.
This authority will only be exercised if the Directors, in the
light of market conditions prevailing at the time, expect it to
result in an increase in earnings per share, and if it is in the best
interests of the Shareholders generally. Account will also be
taken of the effect on gearing and the overall position of the
Company.
These authorities are to be for the period commencing on
the date of passing of the requisite resolutions until the
earlier of the next Annual General Meeting and 15 months.
The proposed resolutions are set out as items 10 to 12 in the
notice of meeting on pages 79 and 80.
Significant Shareholders
At 30 November 2021, the Company was aware of the
following interests of 3% or more of the Company’s share
capital, other than those of Directors:
Chelverton UK Dividend Trust Plc
A(cid:225)A Investment Managers S.A.
HSBC
Miton UK Microcap Trust PLC
Number of
shares
6,000,000
4,475,000
4,114,650
3,477,152
% of issued
share capital
8.6
6.4
5.9
5.0
At the Annual General Meeting to be held on 5 January 2022
(see the Notice of Annual General Meeting on pages 81 and
82), all of the Directors will retire and, being eligible, offer
themselves for election and re-election as applicable.
www.chamberlin.co.uk
STOCK CODE: CMH
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DIRECTORS’ REPORT CONTINUED
No Director had a material interest during the year in any
significant contract with the Company or with any subsidiary
undertaking. The Group provides indemnities to the Directors
in respect of liabilities or claims arising in the performance
of their duties. For all the Directors serving during the year,
and up to the date of this Annual Report, there are indemnity
arrangements in place with each Director in respect of costs
defending civil, criminal and regulatory proceedings brought
against them in their capacity as Directors, where not covered
by insurance and subject always to the limitations set by the
Companies Act 2006.
Directors’ Responsibility Statement
The Directors are responsible for preparing the Strategic
Report, Directors’ Report and financial statements in
accordance with applicable law and regulations. Under that law
the Directors have prepared the Group and Company financial
statements in accordance with international accounting
standards in conformity with the requirements of the
Companies Act 2006. Under Company law the Directors must
not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the
Group and Company and of the profit or loss of the Group and
Company for that period. In preparing the financial statements,
the Directors are required to:
Æ select suitable accounting policies and then apply them
consistently;
Æ make judgments and accounting estimates that are
reasonable and prudent;
Æ state whether applicable International Accounting
Standards in conformity with the requirements of the
Companies Act 2006 have been followed, subject to any
material departures disclosed and explained in the financial
statements; and
Æ prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company and Group will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s
transactions and disclose, with reasonable accuracy at
any time, the financial position of the Group and enable
them to ensure that the financial statements comply with
the Companies Act 2006. They are also responsible for
safeguarding the assets of the Group and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Group’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Going Concern
The Group is funded principally by an invoice finance facility of
up to 90% of the value of outstanding invoices, subject to a
maximum of £3.5m, and by £2.2m of finance leases for major
items of capital equipment. At the balance sheet date £0.7m
was drawn under the invoice finance facility. The IF facility is a
rolling contract with 3 months notice and has been in place for
7 years with no change in terms and conditions. It is reviewed
annually every March and the the Director’s going concern
assessment assumes that these facilities will continue to be
in place throughout the forecast and budget period. There
was a post COVID-19 review in October 2020 where it was
confirmed that the IF facility was renewed. The available
headroom under the invoice finance facility at 31 May 2021
was £2.4m. Finance leases liabilities are repayable by 2025,
with agreement from HSBC for repayments to be deferred
during the current COVID-19 crisis. The Group also occupies
property under right of use leases, the future payments giving
rise to liabilities of £0.4m.
On 16 December 2020, the Company was notified by its
major customer, BorgWarner Turbo Systems Worldwide that
it intended to cancel all contracts with effect from 22 January
2021. As a result, the Board and its advisers immediately
implemented measures to reduce costs and preserve cash
whilst exploring options to strengthen the balance sheet. The
result of this process was the appointment of Trevor Brown as
a Non-Executive Director in March 2021 and a share placing
and subscription that raised equity for the Group of £3.5
million. The equity raise provided the cash resources necessary
to undertake a restructuring to realign the Group’s cost base to
the lower level of ongoing revenue and to provide short-term
working capital.
The Group’s detailed forecast for the year ending 31 May
2022 and budget for the year ending 31 May 2023 reflect
the Director’s view of the most likely trading conditions. The
forecast and budget indicate that existing bank facilities are
expected to remain adequate.
The forecast and budget include revenue growth assumptions
in the second half of the year to 31 May 2022 and continuing
into the year ended 31 May 2023, which is needed to replace
the lost BorgWarner contracts. These assumptions include
growth into new E-commerce and consumer-led markets
relating to fitness equipment and cookware following the
recent launch of the Iron Foundry Weights (IFW) and Emba
Cookware brands.
24
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ANNUAL REPORT AND ACCOUNTS FOR THE PERIOD ENDED 31 MAY 2021
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Governance
The Directors have applied reasonably foreseeable downside
sensitivities to the forecast and budget, which assumes that
sales growth from new E-commerce products is 50% lower
than expectations, automotive volumes remain at current
low levels and non-automotive sales growth is 50% lower
than expectations. The budget, forecast and sensitised
scenario exclude the possible receipt of compensation from
BorgWarner and proceeds from the sales of under-utilised
machinery. Furthermore, the Group is reliant on an invoice
finance facility to fund its working capital needs. The renewal
of the facility at the next annual review in March 2022 cannot
be guaranteed, although there are no indications at the date
of the approval of the financial statements that a renewal with
the existing provider would not be granted or that alternative
providers could not be found. In addition, the Directors have
assumed that deferred settlement terms will be agreed
with HMRC in relation to PAYE arrears of £1.3m for one
subsidiary in the Group that have arisen in the period since the
announcement by BorgWarner, having already agreed deferred
settlement terms with HMRC for two subsidiaries.
As a consequence, after making enquiries, the Directors have
an expectation that, in the circumstances of the reasonably
foreseeable downside scenarios described above, the Group
and Company have adequate resources to continue in
operational existence for the foreseeable future.
However, the rate at which new work can be secured to replace
the lost BorgWarner activity is difficult to predict. Furthermore,
the ability to renew or source alternative invoice finance
facilities or to agree deferred settlement terms with HMRC
results in material uncertainty, which may cast significant
doubt over the ability of the Group and the Company to realise
its assets and discharge its liabilities in the normal course of
business and hence continue as a going concern.
The Directors continue to adopt the going concern basis,
whilst recognising there is material uncertainty relating to the
above matters.
Matters Covered in the Strategic Report
Key performance indicators and principal risks have been
covered in the Strategic Report.
Directors’ Statement as to Disclosure of
Information to Auditors
The Directors who were members of the Board at the time of
approving the Directors’ Report are listed on page 13. Having
made enquiries of fellow Directors and of the Company’s
Auditor, each of these Directors confirms that:
Æ to the best of each Director’s knowledge and belief, there is
no information relevant to the preparation of their report of
which the Company’s Auditor is unaware; and
Æ each Director has taken all the steps a Director might
reasonably be expected to have taken to be aware of
relevant audit information and to establish that the
Company’s Auditor is aware of that information.
Auditor
On 6 July 2021 Grant Thornton resigned as auditor and
Crowe U.K. LLP were appointed in their place. A resolution will
be proposed to reappoint Crowe U.K. LLP as auditor and to
authorise the Directors to determine their remuneration.
By order of the Board
ALAN TOMLINSON
COMPANY SECRETARY
30 November 2021
www.chamberlin.co.uk
STOCK CODE: CMH
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Introduction
Primary Statements
Section 1
– Basis of Preparation
Section 2
– Results of the Period
Section 3
– Operating Assets and Liabilities
Section 4
– Capital Structure
Section 5
– Other Supporting Notes
Independent Auditor’s Report
Parent Company Financial Statements
Five Year Financial Summary
27
28–37
38
39–45
46–53
54–55
56–71
72–76
77–79
80
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
At Chamberlin, quality is an investment in people and process. This is driven by the
business desire to manufacture quality castings, achieve customer satisfaction,
delivering on time requirements which satisfy industry standards and specifications.
26
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Financial Statements
INTRODUCTION
ALAN TOMLINSON
FINANCE DIRECTOR
Welcome to the � nancial statements
section of our Annual Report.
The Directors have included the
annual � nancial review on the following
pages as commentary on the primary
statements.
While the accounting policies adopted by
the Group are an important part of our
Annual Report, we recognise that many
readers of the � nancial statements
prefer to use these as a reference tool.
These policies are now included towards
the end of the � nancial statements,
rather than at the beginning.
There are 26 Notes to the Group
� nancial statements and while all of
this information is necessary to ensure
we comply with International Financial
Reporting Standards, it does not always
make it easy to � nd what you are looking
for. We have therefore structured the
notes into � ve sections (as outlined in
the table of contents on the previous
page) for easier navigation.
Introduction and Table of
Contents
These � nancial statements have been
presented in a manner which attempts
to make them less complex and more
relevant to Shareholders. We have
grouped notes in sections under � ve
headings: ‘Basis of Preparation’, ‘Results
of the Period’, ‘Operating Assets and
Liabilities’, ‘Capital Structure’ and
‘Other Notes’. The purpose of this
format is to provide readers with a
clear understanding of what drives the
� nancial performance of the Group.
Notes to the � nancial statements
provide additional information required
by statute or accounting standards
to explain a particular feature of the
� nancial statements. The notes that
follow will also provide explanations and
additional disclosure to assist readers’
understanding and interpretation of
the Annual Report and the � nancial
statements.
ALAN TOMLINSON
FINANCE DIRECTOR
30 November 2021
Chamberlin’s Emba Cookware range is hand-made in the traditional way using our
unrivalled iron casting experience to produce a high-quality and durable product.
www.chamberlin.co.uk
STOCK CODE: CMH
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CONSOLIDATED
INCOME STATEMENT
FOR THE 14 MONTHS ENDED 31 MAY 2021
Revenue
Cost of sales
Gross profit
Other operating expenses
Operating loss
Bank interest receivable
Finance costs
Loss before tax
Tax credit/(expense)
Loss for the period attributable to equity holders
of the parent company
Underlying loss per share:
Basic
Diluted
Total loss per share:
Basic
Diluted
Notes
3
4,10
7
6
8
9
9
9
9
14 months ended 31 May 2021
Year ended 31 March 2020
Underlying
£000
Non-
underlying*
£000
Total
£000
Underlying
£000
Non-
underlying*
£000
26,444
(24,262)
2,182
(5,083)
(2,901)
13
(310)
(3,198)
817
–
–
–
(7,193)
(7,193)
–
(7,193)
–
26,444
(24,262)
2,182
(12,276)
(10,094)
13
(310)
(10,391)
817
26,143
(23,632)
2,511
(3,635)
(1,124)
–
(310)
(1,434)
(50)
–
–
–
(909)
(909)
–
–
(909)
–
Total
£000
26,143
(23,632)
2,511
(4,544)
(2,033)
–
(310)
(2,343)
(50)
(2,381)
(7,193)
(9,574)
(1,484)
(909)
(2,393)
(13.7)p
(13.7)p
(18.7)p
(18.7)p
(55.1)p
(55.1)p
(30.1)p
(30.1)p
* Non-underlying items as disclosed in note 10 include restructuring costs, hedge ineffectiveness, impairment of assets, dilapidation costs and
share-based payment costs, together with the associated tax impact.
28
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Financial Statements
COMMENTARY ON THE
CONSOLIDATED INCOME STATEMENT
Overview
Revenue for the 14 months ended 31 May 2021 of £26.4m (Year ended 31 March 2020: £26.1m) represents a 14% reduction on a
pro rata basis compared to the prior year, largely due to COVID-19 disruptions in our markets and the effect of the cancellation of
all contracts by BorgWarner Turbo Systems Worldwide. Gross profit margin, defined as gross profit divided by revenue, decreased
to 8.3% from 9.6% in 2020.
Underlying operating loss before tax increased to £2.9m (Year ended 31 March 2020: £1.1m) due to the impacts on the Group
noted above.
Financing costs were £0.3m (Year ended 31 March 2020: £0.3m) representing a 14% reduction compared to prior year on a
pro rata basis.
As a result of the above, the underlying loss before tax amounted to £3.2m (Year ended 31 March 2020: £1.4m loss).
The statutory loss before tax of £10.4m (Year ended 31 March 2020: £2.3m) reflected £7.2m of non-underlying items.
Non-underlying items
Non-underlying items of £7.2m (Year ended 31 March 2020: £0.9m) include significant non-cash impairments associated with
the cancellation of the BorgWarner contracts of £4.7m, restructuring costs of £1.3m, adviser costs of £0.5m and property
dilapidation costs of £0.7m.
Tax
The effective rate of taxation on a statutory basis was 8% compared to the mainstream corporation tax rate of 19%, primarily as
a result of not recognising deferred tax on trading losses due to the inherent uncertainty surrounding future profitability.
Diluted loss per share
Underlying diluted loss per share of 13.7p (Year ended 31 March 2020: 18.7p) reflects the increase in underlying loss attributable
to shareholders and the increase in the weighted average number of shares in issue following the share placing and subscription
in March 2021.
Foreign exchange
It is the Group’s policy to minimise risk arising from exchange rate movements affecting sales and purchases by economically
hedging or netting currency exposures at the time of commitment, or when there is a high probability of future commitment,
using forward exchange contracts. A proportion of forecast exposures are hedged depending on the level of confidence and
hedging is topped up following regular reviews. On this basis up to 90% of the Group’s annual exposures are likely to be hedged at
any point in time and the Group’s net transactional exposure to different currencies varies from time to time.
Approximately 43% of the Group’s revenues in the 14 month period ended 31 May 2021 are denominated in Euros. This
proportion of Euro revenues is expected to reduce significantly in the forthcoming financial year as BorgWarner revenues in the
current period are not repeated. During the 14 months ended 31 May 2021, the average exchange rate used to translate into GBP
Sterling was €1.13 (Year ended 31 March 2020: €1.15).
www.chamberlin.co.uk
STOCK CODE: CMH
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CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
FOR THE 14 MONTHS ENDED 31 MAY 2021
Loss for the period
Other comprehensive income/(expense)
Movements in fair value of cash flow hedges taken to other comprehensive income
Ineffective portion of movement in cash flow hedges recycled to income statement
Deferred tax on movement in cash flow hedges (including change in tax rate)
Net other comprehensive income/(expense) that may be recycled to profit and loss
Remeasurement gain on pension scheme assets and liabilities
Deferred tax on remeasurement gain on pension scheme (including change in tax rate)
Net other comprehensive income that will not be recycled to profit and loss
Other comprehensive income/(expense) for the period net of tax
Total comprehensive expense for the period attributable to equity holders of the parent
company
Notes
8
20
8
14 months
ended
31 May
2021
£000
(9,574)
Year ended
31 March
2020
£000
(2,393)
650
–
(133)
517
463
7
470
987
(614)
138
81
(395)
460
(87)
373
(22)
(8,587)
(2,415)
30
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Financial Statements
COMMENTARY ON THE CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME
Accounting Standards require certain gains and losses on assets and liabilities, instead of being recorded in the Consolidated
Income Statement, to be credited or charged to reserves and recorded in the consolidated statement of other comprehensive
income. In accordance with the amendment to IAS 1, these items are now allocated between those items that may and those
items that may not eventually be recycled to the Consolidated Income Statement.
The settlement of cash flow hedge derivatives, which are used to protect the Group from foreign exchange exposure are
subject to marked to market valuations, with the effective portion of movements included within the consolidated statement
of comprehensive income. These items (including the related taxation effect) amounted to a profit of £0.5m in the 14 months
ended 31 May 2021 (Year ended 31 March 2020: loss of £0.4m).
Remeasurement gains and losses relating to the Group’s defined benefit pension obligations are also booked to other
comprehensive income. These are explained in detail in Note 20 in Section 5.
www.chamberlin.co.uk
STOCK CODE: CMH
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CONSOLIDATED BALANCE SHEET
AT 31 MAY 2021
Non-current assets
Property, plant and equipment
Intangible assets
Deferred tax asset
Current assets
Inventories
Trade and other receivables
Cash at bank
Total assets
Current liabilities
Financial liabilities
Trade and other payables
Non current liabilities
Financial liabilities
Deferred tax
Provisions
Defined benefit pension scheme deficit
Total liabilities
Capital and reserves
Share capital
Share premium
Capital redemption reserve
Hedging reserve
Retained earnings
Total equity
Total equity and liabilities
KEVIN PRICE
DIRECTOR
Notes
11
12
16
13
14
15
15
16
16
16
20
17
31 May
2021
£000
2,431
263
1,206
3,900
1,698
3,932
1,038
6,668
10,568
1,715
8,031
9,746
1,158
150
890
1,190
3,388
13,134
2,051
4,720
109
218
(9,664)
(2,566)
10,568
31 March
2020
£000
7,209
341
611
8,161
2,589
6,082
457
9,128
17,289
3,028
7,481
10,509
2,037
39
200
1,959
4,235
14,744
1,990
1,269
109
(299)
(524)
2,545
17,289
ALAN TOMLINSON
DIRECTOR
The accounts were approved by the Board of Directors on 30 November 2021
32
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Financial Statements
COMMENTARY ON THE
CONSOLIDATED BALANCE SHEET
Property, plant and equipment (PPE)
The net book value of the Group’s investment in PPE at 31 May 2021 was £2.4m (31 March 2020: £7.2m), with the reduction
largely reflecting an impairment provision of £3.8m relating to assets in the Foundries division following the cancellation of all
contracts by BorgWarner Turbo Systems Worldwide. Capital expenditure on PPE of £0.2m (31 March 2020: £0.3m) represented
17% (31 March 2020: 32%) of depreciation of £1.1m (31 March 2020: £1.0m).
Working capital
Working capital, comprising inventories, trade and other receivables, and trade and other payables represented 9% of sales
(31 March 2020: 5%) as at 31 May 2021.
Inventories have reduced to £1.7m at 31 May 2021 (31 March 2020: £2.6m) primarily as a result of an impairment of £0.7m
relating to stock items associated with BorgWarner Turbo Systems Worldwide contracts that were cancelled during the period.
Pensions
The Group has one defined benefit pension scheme. It is closed to future accrual, with the Group operating a defined
contribution pension scheme for its current employees.
The deficit for the defined benefit pension scheme at 31 May 2021 reduced to £1.2m (31 March 2020: £2.0m) as significant
asset return out-performance and changes in demographic assumptions out-weighed the increase in liabilities resulting from a
reduction in bond yields and consequently the discount rate.
The Group’s defined benefit pension scheme was closed to future accrual in 2007. The 31 March 2019 triennial valuation
established that employer contributions are £0.30m for 2021, £0.33m for 2022 and £0.36m for 2023. The next triennial valuation
is due as at 31 March 2022.
Administration costs of the defined benefit pension scheme were £0.2m in the 14 months ended 31 May 2021 (Year ended
31 March 2020: £0.2m), and are shown in other operating expenses. The Group cash contribution during the 14 months ended
31 May 2021 was £0.4m (Year ended 31 March 2020: £0.3m).
www.chamberlin.co.uk
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CONSOLIDATED CASH FLOW STATEMENT
FOR THE 14 MONTHS ENDED 31 MAY 2021
Operating activities
Loss for the period before tax
Adjustments to reconcile loss for the period to net cash (outflow)/inflow
from operating activities:
Interest receivable
Finance costs
Impairment charge on property, plant and equipment, inventory and receivables
Dilapidations provision
Hedge ineffectiveness
Depreciation of property, plant and equipment
Amortisation of software
Amortisation of development costs
Loss/(profit) on disposal of property, plant and equipment
Foreign exchange rate movements
Share-based payments
Defined benefit pension contributions paid
Decrease in inventories
Decrease/(increase) in receivables
Increase in payables
Corporation tax received
Net cash (outflow)/inflow from operating activities
Investing activities
Purchase of property, plant and equipment
Purchase of software
Development costs
Disposal of plant and equipment
Net cash outflow from investing activities
Financing activities
Interest received
Interest paid
Net invoice finance (outflow)/ inflow
New share capital issued
Proceeds from convertible loan
Principal element of lease payments
Net cash inflow/(outflow) from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the start of the period
Impact of foreign exchange rate movements
Cash and cash equivalents at the end of the year
Cash and cash equivalents comprise:
Cash at bank
14 months
ended
31 May
2021
£000
Year ended
31 March
2020
£000
(10,391)
(2,343)
Note
6
10
10
10
11
12
12
10
11
12
12
25
17
17
25
25
25
25
(13)
310
4,632
690
–
1,135
53
33
135
37
41
(355)
175
2,036
1,009
129
(344)
(183)
(3)
(5)
–
(191)
13
(261)
(1,202)
3,312
200
(946)
1,116
581
457
–
1,038
1,038
1,038
–
310
–
–
138
980
52
25
(12)
(91)
59
(279)
113
(95)
2,265
424
1,546
(316)
(20)
(30)
12
(354)
–
(252)
279
–
–
(1,066)
(1,039)
153
291
13
457
457
457
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Financial Statements
COMMENTARY ON THE CONSOLIDATED
CASH FLOW STATEMENT
Operating Cash Flow
Operating cash outflow was £0.3m (Year ended 31 March 2020: inflow of £1.5m) which includes £0.5m of cash payments relating
to non-underlying adviser costs.
Cash spent on property, plant and equipment and capitalised software and development costs in the 14 month period ended
31 May 2021 was £0.2m (Year to 31 March 2020: £0.4m).
New equity raised of £3.3m relates to the share placing and subscription undertaken in March 2021 and is net of transaction costs
of £0.2m.
Lease payments of £0.9m (Year ended 31 March 2020: £1.1m) primarily relate to assets at the Group’s machining facility and were
lower than the prior period due to a 6 month payment holiday agreed with HSBC during the height of the COVID-19 impact on
the Group.
Closing Net Debt
Net debt at 31 May 2021 decreased by £2.8m to £1.8m (31 March 2020: £4.6m) as a result of the equity raise in March 2021. The
Group debt facility has two elements: a £3.5m invoice discounting facility limited to 90% of outstanding invoice value and lease
liabilities of £2.2m. The invoice discounting facility has the following covenant at year-end, which was complied with:
Without prior written consent of HSBC, no dividends are payable in the period ended 31 May 2021, and in subsequent years, prior
written consent of HSBC is required for the payment of any dividends in excess of 50% of net profit after tax.
www.chamberlin.co.uk
STOCK CODE: CMH
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CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
Balance at 1 April 2019
Loss for the year
Other comprehensive (expense)/income
for the year net of tax
Total comprehensive expense
Share-based payment
Deferred tax on share-based payment
Total of transactions with shareholders
Balance at 1 April 2020
Loss for the period
Other comprehensive income for the
period net of tax
Total comprehensive income/(expense)
New share capital issued
Share-based payment
Deferred tax on share-based payment
Total of transactions with shareholders
Balance at 31 May 2021
Share
capital
£000
1,990
–
–
–
–
–
–
1,990
–
–
–
61
–
–
61
2,051
Share
premium
account
£000
Capital
redemption
reserve
£000
1,269
–
–
–
–
–
–
1,269
–
–
–
3,451
–
–
3,451
4,720
109
–
–
–
–
–
–
109
–
–
–
–
–
–
–
109
Hedging
reserve
£000
96
–
(395)
(395)
–
–
–
(299)
–
517
517
–
–
–
–
218
Retained
earnings
£000
1,404
(2,393)
373
(2,020)
59
33
92
(524)
(9,574)
470
(9,104)
–
41
(77)
(36)
(9,664)
Attributable to
equity holders
of the parent
£000
4,868
(2,393)
(22)
(2,415)
59
33
92
2,545
(9,574)
987
(8,587)
3,512
41
(77)
3,476
(2,566)
36
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Financial Statements
COMMENTARY ON CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
Share premium account
The share premium account balance includes the proceeds that were above the nominal value from issuance of the Company’s
equity share capital. Transaction costs directly associated with the share placing and subscription in March 2021 of £0.2m have
been debited to share premium in the period.
Capital redemption reserve
The capital redemption reserve has arisen on the cancellation of previously issued shares and represents the nominal value of
those shares cancelled.
Hedging reserve
The hedging reserve records the effective portion of the net change in the fair value of the cash flow hedging instruments related
to hedged transactions that have not yet occurred.
Retained earnings
Retained earnings include the accumulated profits and losses arising from the Consolidated Income Statement, certain items
from the Statement of Comprehensive Income attributable to equity Shareholders and the share-based payment expense, less
distributions to Shareholders.
www.chamberlin.co.uk
STOCK CODE: CMH
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SECTION 1
BASIS OF PREPARATION
1 Authorisation of financial statements and statement of compliance with IFRS
The Group and Company financial statements of Chamberlin Plc (the ‘Company’) for the 14 months ended 31 May 2021 were
authorised for issue by the Board of Directors on 30 November 2021, and the balance sheets were signed on the Board’s behalf
by Kevin Price and Alan Tomlinson. The Company is a public limited company incorporated and domiciled in England and Wales.
The Company’s ordinary shares are admitted to trading on AIM, a market of the same name operated by the London Stock
Exchange.
The Group’s financial statements have been prepared in accordance with International Accounting Standards in conformity with
the requirements of the Companies Act 2006. The Company’s financial statements have been prepared in accordance with
Financial Reporting Standard 101 ‘The Reduced Disclosure Framework’.
2 New standards adopted
There are no new accounting standards adopted in the year that have a material impact on the financial statements.
There are no new accounting standards effective in the next financial year that are expected to have a material impact on the
financial statements.
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Financial Statements
SECTION 2
RESULTS OF THE PERIOD
3 SEGMENTAL ANALYSIS
For management purposes, the Group is organised into two operating divisions according to the nature of the products and
services. Operating segments within those divisions are combined on the basis of their similar long-term characteristics and the
similar nature of their products, services and end users as follows:
The Foundries segment supplies iron castings, in raw or machined form, to a variety of industrial customers who incorporate the
castings into their own products or carry out further machining or assembly operations on the castings before selling them on to
their customers.
The Engineering segment supplies manufactured products to distributors and end-users operating in hazardous area and
industrial lighting markets.
Management monitors the operating results of its divisions separately for the purposes of making decisions about resource
allocation and performance assessment. The Chief Operating Decision Maker is the Chief Executive.
(i) By operating segment
Segmental revenue
Segmental operating profit/ (loss)
Foundries
Engineering
Segment results
Reconciliation of reported segmental operating profit/(loss)
Segment operating loss
Shared costs
Non-underlying costs (Note 10)
Net finance costs (net of interest receivable of £13,000)
Loss before tax
Segmental assets
Foundries
Engineering
Segmental liabilities
Foundries
Engineering
Segmental (liabilities)/net assets
Unallocated net liabilities
Total net (liabilities)/net assets
14 months
ended
31 May
2021
£000
23,321
3,123
26,444
Year ended
31 March
2020
£000
23,106
3,037
26,143
14 months
ended
31 May
2021
£000
(1,931)
191
(1,740)
(1,740)
(1,161)
(7,193)
(297)
(10,391)
7,211
1,113
8,324
(7,674)
(1,247)
(8,921)
(597)
(1,969)
(2,566)
Year ended
31 March
2020
£000
(84)
(45)
(129)
(129)
(995)
(909)
(310)
(2,343)
14,974
1,247
16,221
(6,880)
(801)
(7,681)
8,540
(5,995)
2,545
Unallocated net liabilities include the pension liability of £1,190,000 (2020: £1,959,000), net debt of £1,835,000 (2020:
£4,608,000) less a net deferred tax asset of £1,056,000 (2020: £572,000).
www.chamberlin.co.uk
STOCK CODE: CMH
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SECTION 2 CONTINUED
RESULTS OF THE PERIOD
3 Segmental analysis continued
Capital expenditure, depreciation, amortisation and impairment
Capital additions
Property, plant and equipment (Note 11)
Software (Note 12)
Development costs (Note 12)
Depreciation, amortisation and
impairment
Property, plant and equipment (Note 11)
Software (Note 12)
Development costs (Note 12)
Foundries
Engineering
Total
14 months
ended
31 May
2021
£000
177
3
–
Year ended
31 March
2020
£000
426
97
–
14 months
ended
31 May
2021
£000
20
–
5
Year ended
31 March
2020
£000
–
1
30
14 months
ended
31 May
2021
£000
197
3
5
Foundries
Engineering
Total
14 months
ended
31 May
2021
£000
(1,113)
(47)
–
Year ended
31 March
2020
£000
(965)
(45)
–
14 months
ended
31 May
2021
£000
(22)
(6)
(33)
Year ended
31 March
2020
£000
(15)
(7)
(25)
14 months
ended
31 May
2021
£000
(1,135)
(53)
(33)
Year ended
31 March
2020
£000
426
98
30
Year ended
31 March
2020
£000
(980)
(52)
(25)
In addition to the above, property, plant and equipment in the Foundries division was impaired by £3,809,000 (2020: Nil) as
disclosed in Note 11.
(ii) Geographical information
Revenue by location of customer
United Kingdom
Italy
Germany
Rest of Europe
Other countries
The Group’s assets and costs are all located within the United Kingdom.
The Group has one individual customer in Italy which represents 5% of Group revenue (2020: 8%).
4 Other operating expenses
Distribution costs
Administration and selling expenses
Operating expenses before non-underlying items
Non-underlying items (Note 10)
Operating expenses
14 months
ended
31 May
2021
£000
13,944
1,351
2,595
7,425
1,129
26,444
14 months
ended
31 May
2021
£000
573
4,510
5,083
7,193
12,276
Year ended
31 March
2020
£000
9,008
2,051
2,602
11,863
619
26,143
Year ended
31 March
2020
£000
386
3,249
3,635
909
4,544
40
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Financial Statements
5 Staff numbers and costs
The average number of people employed by the Group during the year was:
Management and administration
Production
Total employees
14 months
ended 31 May
2021
Number
36
206
242
Year ended
31 March
2020
Number
40
229
269
Aggregate employment costs, including redundancy, are disclosed below net of £1.4m of coronavirus job retention scheme receipts:
Wages and salaries
Social security costs
Other pension costs (Note 20)
Share-based payment expense (Note 18)
The average number of people employed by the Company during the year was:
Management and administration
The aggregate employment costs, including redundancy, of these employees were as follows:
Wages and salaries
Social security costs
Other pension costs
Share-based payment expense (Note 18)
Directors’ remuneration summary
Directors’ remuneration
Company contributions to money purchase pension scheme
Share-based payment charge of options granted to Directors (see Note 18)
Number of Directors accruing benefits under:
Defined contribution pension schemes
14 months
ended 31 May
2021
£000
9,156
1,035
377
41
10,609
14 months
ended 31 May
2021
Number
10
Year ended
31 March
2020
£000
8,707
1,056
396
59
10,218
Year ended
31 March
2020
Number
10
14 months
ended 31 May
2021
£000
Year ended
31 March
2020
£000
931
111
64
41
818
95
49
59
1,147
1,021
14 months
ended 31 May
2021
£000
787
69
41
14 months
ended 31 May
2021
Number
2
Year ended
31 March
2020
£000
477
36
59
Year ended
31 March
2020
Number
2
Directors’ remuneration is analysed in detail in the Directors’ Remuneration Report on pages 20 to 21.
The total amount payable to the highest paid Director in respect of remuneration was £360,000 (2020: £223,000).
Company pension contributions of £34,000 (2020: £21,000) were made to a money purchase pension scheme on his behalf.
www.chamberlin.co.uk
STOCK CODE: CMH
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SECTION 2 CONTINUED
RESULTS OF THE PERIOD
6 Finance costs
Finance costs
Bank overdraft and invoice finance interest payable
Interest expense on lease liabilities and other interest payable
Finance cost of pensions (see Note 20)
7 Operating loss
This is stated after charging/(crediting):
Loss/(profit) on disposal of fixed assets
Depreciation of owned assets
Amortisation of owned software
Depreciation of right-of-use assets
Land and Buildings
Plant and Machinery
Motor Vehicles
Software
Impairment of fixed assets (Note 11)
Amortisation of development costs
Cost of inventories recognised as an expense
Exchange loss/(gain)
Auditor’s remuneration:
Group audit fees
Audit fees for statutory accounts of subsidiaries
Audit-related assurance services
Non-audit related services
Rentals under operating leases*:
Hire of plant and equipment
Land and buildings
* This is the expense for short-term low value leases excluded from IFRS 16 right-of-use assets.
8 Taxation
Current tax:
UK Corporation tax at 19% (2020: 19%)
Adjustments in respect of prior years
Deferred tax:
Origination and reversal of temporary differences
Adjustments in respect of prior years
Change in tax rate
Tax (credit)/expense reported in the Consolidated Income Statement
14 months
ended
31 May
2021
£000
(103)
(158)
(49)
(310)
14 months
ended
31 May
2021
£000
135
–
23
100
677
16
30
3,809
33
10,937
37
65
83
–
–
134
139
Year ended
31 March
2020
£000
(164)
(88)
(58)
(310)
Year ended
31 March
2020
£000
(12)
279
41
88
587
26
11
–
25
10,863
(91)
73
30
7
–
92
106
14 months
ended
31 May
2021
£000
Year ended
31 March
2020
£000
–
(129)
(129)
(391)
(6)
(291)
(688)
(817)
–
(259)
(259)
310
41
(42)
309
50
42
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Financial Statements
8 Taxation continued
The corporation tax rate will increase to 25% from 1st April 2023, with the tax value of deferred tax assets and liabilities at the year
end adjusted accordingly.
This increase in rate is not expected to have a material impact on the tax charge in future years.
No brought forward tax losses of the Group were utilised in the year (2020: £nil).
In addition to the amount charged to the consolidated income statement, tax movements recognised through other
comprehensive income and equity were as follows:
Current tax:
Deferred tax:
Retirement benefit obligation
Fair value movements on cash flow hedges
Change in tax rate
Tax charge reported in the consolidated statement of comprehensive income
Current tax:
Deferred tax:
Share-based payment
Tax charge/(credit) reported in the consolidated statement of changes in equity
Reconciliation of total tax charge
Loss on ordinary activities before tax
Corporation tax charge at standard rate of 19% (2020: 19%) on loss before tax
Adjusted by the effects of:
Expenses not deductible
Unprovided deferred tax differences
Adjustments in respect of prior years
Rate differential on timing differences
Total tax (credit)/expense reported in the consolidated income statement
14 months
ended
31 May
2021
£000
–
88
110
(72)
126
14 months
ended
31 May
2021
£000
–
14 months
ended
31 May
2021
£000
77
77
14 months
ended
31 May
2021
£000
(10,391)
(1,974)
98
1,449
(135)
(255)
(817)
Year ended
31 March
2020
£000
–
87
(81)
–
6
Year ended
31 March
2020
£000
–
Year ended
31 March
2020
£000
(33)
(33)
Year ended
31 March
2020
£000
(2,343)
(445)
31
724
(218)
(42)
50
Unprovided deferred tax differences of £1,449,000 (2020: £756,000) include deferred tax not recognised of £1,512,000 on losses
in the year.
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STOCK CODE: CMH
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SECTION 2 CONTINUED
RESULTS OF THE PERIOD
9 Loss per share
The calculation of loss per share is based on the loss attributable to Shareholders and the weighted average number of ordinary
shares in issue.
In calculating the diluted loss per share, adjustment has been made for the dilutive effect of outstanding share options where
applicable. Underlying loss per share, which excludes non-underlying items as disclosed in Note 10 and defined in Note 26, has
also been disclosed.
Loss for basic earnings per share
Non-underlying items (Note 10)
Taxation effect of the above
Loss for underlying earnings per share
Underlying loss per share (pence):
Underlying
Diluted underlying
Total loss per share (pence):
Basic
Diluted
Weighted average number of ordinary shares
Adjustment to reflect shares under options
Weighted average number of ordinary shares - fully diluted
14 months
ended
31 May
2021
£000
Year ended
31 March
2020
£000
(9,574)
7,193
–
(2,381)
(13.7)
(13.7)
(55.1)
(55.1)
Number
‘000
17,387
3,798
21,185
(2,393)
909
–
(1,484)
(18.7)
(18.7)
(30.1)
(30.1)
Number
‘000
7,958
217
8,175
There is no adjustment in the diluted loss per share calculation for the 3,798,000 (2020: 217,000) shares under option as they
are required to be excluded from the weighted average number of shares for diluted loss per share as they are anti-dilutive. The
weighted average number of shares used in the fully diluted calculation is therefore 17,387,000 (2020: 7,958,000).
44
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Financial Statements
14 months
ended
31 May
2021
£000
Year ended
31 March
2020
£000
1,310
520
–
3,809
823
690
41
7,193
–
7,193
712
–
138
–
–
–
59
909
–
909
10 Non-underlying items
Group reorganisation
Adviser costs relating to corporate restructuring
Hedge ineffectiveness
Impairment of property, plant & equipment
Impairment of inventory and receivables
Dilapidations provision
Share-based payment charge
Non-underlying operating costs
Taxation
– Tax effect of non-underlying costs
As a result of the cancellation of all contracts by the Group’s major customer, BorgWarner Turbo Systems Worldwide, announced
on 16 December 2020, the Group embarked upon a significant restructuring programme to realign the cost base of the Foundry
division to the reduced level of continuing revenue. Group reorganisation costs of £1,310,000, which include redundancy and
associated costs, relate to this restructuring programme.
Following the cancellation of the Group’s contracts by BorgWarner Turbo Systems Worldwide, the Group undertook a review of
the carrying value of the assets in the Foundry division. This gave rise to an asset impairment charge of £4,601,000, of which
£3,809,000 related to property, plant & equipment, £716,000 related to obsolete inventory and £107,000 related to irrecoverable
receivables.
The dilapidations provision of £690,000 relates to the estimated costs for land and building leases that are nearing their end date.
The hedge ineffectiveness charge of £138,000 in 2020 arose from a short-term reduction in highly probable Euro denominated
sales as a result of economic disruption to our customers caused by Covid-19.
The share-based payment charge in 2021 of £41,000 (2020: £59,000) relates to the fair value cost of share option schemes for
the period.
www.chamberlin.co.uk
STOCK CODE: CMH
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SECTION 3
OPERATING ASSETS AND LIABILITIES
11 Property, plant and equipment
Group
Cost
At 1 April 2019
Additions
Disposals
At 31 March 2020
Additions
Disposals
Reclassification
At 31 May 2021
Depreciation/impairment
At 1 April 2019
Charge for year
Disposals
At 31 March 2020
Charge for period
Impairment charge
Disposals
At 31 May 2021
Net book value
At 31 May 2021
At 31 March 2020
At 1 April 2019
Land and
buildings
£000
Plant and
machinery
£000
Motor
vehicles
£000
6,156
147
–
6,303
51
–
–
6,354
3,859
219
–
4,078
227
536
–
4,841
1,513
2,225
2,297
23,184
258
–
23,442
146
(132)
104
23,560
17,755
735
–
18,490
892
3,273
–
22,655
905
4,952
5,429
Total
£000
29,486
426
(13)
29,899
197
(143)
104
30,057
21,717
980
(7)
22,690
1,135
3,809
(8)
27,626
2,431
7,209
7,769
2020
£000
2,209
16
2,225
Total
£000
4,606
217
146
21
(13)
154
–
(11)
–
143
103
26
(7)
122
16
–
(8)
130
13
32
43
2021
£000
1,513
–
1,513
Motor
vehicles
£000
32
13
Net book value of land and buildings comprises:
Freehold
Short leasehold (leasehold improvements)
Right-of-use assets net book value included in the above comprise:
At 31st March 2020
At 31st May 2021
Land and
buildings
£000
545
–
Plant and
machinery
£000
4,029
204
Additions of £14,000 included within plant and machinery additions of £146,000 relate to right-of-use assets. The depreciation
charge for the period for right-of-use assets is disclosed in Note 7. The impairment charge for the period of £3,809,000 includes
the impairment of right-of-use land and buildings of £445,000 and right-of-use plant and machinery of £3,152,000.
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Financial Statements
11 Property, plant and equipment continued
The maturity analysis of lease liabilities associated with right-of-use assets is disclosed in Note 23. The interest cost and the cash
flows associated with these lease liabilities are disclosed in Note 6 and the consolidated cash flow statement respectively.
Company
Cost
At 1 April 2019
Additions
Disposals
At 31st March 2020
Additions
Disposals
At 31st May 2021
Company
Depreciation
At 1 April 2019
Charge for year
Disposals
At 31st March 2020
Charge for period
Disposals
At 31st May 2021
Net book value
At 31 May 2021
At 31 March 2020
At 1 April 2019
Land and
buildings
£000
Plant and
machinery
£000
Motor
vehicles
£000
1,670
–
–
1,670
–
–
1,670
98
17
–
115
15
–
130
122
21
(13)
130
–
(10)
120
Land and
buildings
£000
Plant and
machinery
£000
Motor
vehicles
£000
952
27
–
979
32
–
1,011
659
691
718
80
7
–
87
14
–
101
29
28
18
79
26
(7)
98
16
(8)
106
14
32
43
Total
£000
1,890
38
(13)
1,915
15
(10)
1,920
Total
£000
1,111
60
(7)
1,164
62
(8)
1,218
702
751
779
The net book value of motor vehicles in the Company of £14,000 (2020: £32,000) relates entirely to right-of-use assets
under lease.
Freehold land included above not subject to depreciation amounted to:
2021
2020
Group
£000
Company
£000
275
275
275
275
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STOCK CODE: CMH
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SECTION 3 CONTINUED
OPERATING ASSETS AND LIABILITIES
11 Property, plant and equipment continued
Impairment testing
The Group has identified indications of impairment at one of its cash-generating units (CGUs) within the Foundry segment and
as such has performed an impairment review of the carrying value of the property, plant and equipment and intangible assets
relating to that CGU. The cancellation of contracts by a major customer, BorgWarner Turbo Systems Worldwide, is the principal
indicator that has led to the impairment review being performed.
Impairment has been assessed by comparing the book value of assets against their recoverable amounts. The recoverable
amount of a CGUs assets is the higher of its fair value less costs to sell and its value in use. Value in use is determined using
cashflow projections from the two year financial plan approved by the Board. BorgWarner Turbo Systems Worldwide was the sole
customer of the CGU subject to the impairment review and consequently future profitability is entirely dependent upon winning
new contracts. The projected cashflows reflect the latest expectations of demand for products in years one and two and are
extrapolated into the future using a 5.0% growth rate that management believe could be achieved as efforts continue to replace
lost BorgWarner Turbo Systems Worldwide revenue. The projected cashflows indicate that the CGU is likely to remain loss-
making until annual revenue exceeds £800,000.The key sensitivities around these projections are the return of sales volumes
from new contract wins and the full fruition of cost-saving initiatives. In light of the adverse impact that Covid-19 is currently
having on market conditions and the uncertainty surrounding the extent and timing of a future economic recovery in the Group’s
UK and worldwide markets, the Board have applied conservative assumptions in relation to the speed at which break-even
revenue of £800,000 could be achieved.
Based on the assumptions noted above, including the conservative sales growth assumptions arising from Covid-19 induced
uncertainty, the Board concluded that the recoverable amount of the CGU was lower than the book value of the CGU’s assets and
as such an impairment charge of £3,809,000 is deemed necessary.
12 Intangible assets
Software
Development costs
Software
Cost
At 1st April 2019
Additions
At 31st March 2020
Additions
At 31st May 2021
Amortisation/ impairment
At 1st April 2019
Charge for the year
At 31st March 2020
Charge for period
At 31st May 2021
Net book value
At 31st May 2021
At 31st March 2020
At 1st April 2019
Group
Company
2021
£000
199
64
263
2020
£000
249
92
341
2021
£000
11
–
11
Group
£000
975
98
1,073
3
1,076
772
52
824
53
877
199
249
203
2020
£000
22
–
22
Company
£000
27
25
52
–
52
25
5
30
11
41
11
22
2
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Financial Statements
12 Intangible assets continued
Software has an estimated useful life of between three and ten years.
In the Group, software includes right-of-use assets with a net book value of £35,000 (2020: £67,000) relating to assets held under
leases. The depreciation charge for the period in repsect of right-of-use assets is disclosed in Note 7. There were no additions in
the year relating to right-of-use assets.
In the Company, software includes right-of-use assets with a net book value of £9,000 (2020: £16,000) relating to assets held
under leases. The depreciation charge for the period in repsect of right-of-use assets was £7,000 (2020: £3,000). There were no
additions in the year relating to right-of-use assets.
Development costs capitalised
Cost
At 1st April 2019
Additions
At 31st March 2020
Additions
At 31st May 2021
Amortisation/ impairment
At 1st April 2019
Charge for year
At 31st March 2020
Charge for period
At 31st May 2021
Net book value
At 31st May 2021
At 31st March 2020
At 1st April 2019
Group
£000
Company
£000
360
30
390
5
395
273
25
298
33
331
64
92
87
–
–
–
–
–
–
–
–
–
–
–
–
–
Development costs capitalised relate to specific major projects which result in an asset being created which is then amortised
over the primary income-generating period of the associated product. For the above items this has been estimated at five years
from the commencement of commercial sales.
13 Inventories
Raw materials
Work in progress
Finished goods
Group
2021
£000
749
618
331
1,698
2020
£000
811
696
1,082
2,589
Company
2021
£000
–
–
–
–
2020
£000
–
–
–
–
Stock recognised in cost of sales during the period as an expense was £10,937,000 (2020: £10,863,000).
The impairment charge for stock during the year was £910,000 (2020: £25,000), of which £716,000 arose from an obsolescence
review following the cancellation of contracts by a major customer, BorgWarner Turbo Systems Worldwide.
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SECTION 3 CONTINUED
OPERATING ASSETS AND LIABILITIES
14 Trade and other receivables
Trade receivables
Amounts due from subsidiary undertakings
Other receivables
Corporation tax
Fair value of derivative forward contracts
Prepayments
Group
Company
2021
£000
3,009
–
553
129
156
85
3,932
2020
£000
5,222
–
411
–
–
449
6,082
2021
£000
4
505
64
–
–
10
583
2020
£000
12
3,696
133
–
–
15
3,856
Invoice finance liabilities are directly secured against the trade receivables of the Group. The Group retains the risk and rewards,
such as default, associated with the holding of trade receivables. The Group has trade receivables as at 31st May 2021 of
£3,009,000 (2020: £5,222,000) against which an invoice finance liability of £665,000 (2020: £1,925,000) was secured. The total
available invoice finance facility as at 31st May 2021 was £3,500,000 (2020: £6,000,000).
Trade receivables are denominated in the following currencies:
Sterling
Euro
US dollar
Group
Company
2021
£000
2,293
716
–
3,009
2020
£000
2,080
3,142
–
5,222
2021
£000
4
–
–
4
2020
£000
12
–
–
12
Out of the carrying amount of trade receivables of £3,009,000 (2020: £5,222,000), £1,530,000 (2020: £3,708,000) is against five
major customers. Trade receivables are non-interest bearing and are generally on terms of 30 to 60 days and are shown net of a
provision for impairment. As at 31st May 2021, trade receivables at a nominal value of £255,000 (2020: £219,000) were impaired
and fully provided for. Movements in the provision for impairment of receivables were as follows:
At 1 April 2020
Charge for period
Amounts written off
Amounts recovered
At 31 May 2021
Group
2021
£000
219
48
–
(12)
255
2020
£000
345
17
(143)
–
219
Company
2021
£000
–
–
–
–
–
2020
£000
–
–
–
–
–
The analysis of trade receivables that were past due but not impaired at 31 May 2021 is as follows:
Gross trade receivables
Expected credit losses
Net trade receivables
Neither past
due nor
impaired
£000
2,984
–
2,984
Total
£000
3,264
(255)
3,009
Past due
<30 days
£000
30-60 days
£000
60-90 days
£000
90-120 days
£000
>120 days
£000
4
–
4
226
(205)
21
43
(43)
-
7
(7)
-
-
-
-
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Financial Statements
14 Trade and other receivables continued
The Group ensures that the provision of credit to customers is adequately managed by each individual business in order that
the risk of non-payment or delayed payment is minimised. The Group’s exposure to risk is influenced mainly by the individual
characteristics of each customer, the industry and country in which customers operate. The Group has a diversified base of
customers and has written credit control policies which cover procedures for accepting new customers, setting credit limits,
dealing with overdue amounts and delinquent payers. An impairment loss provision against trade receivables is created where it is
anticipated that the value of trade receivables is not fully recoverable.
In the Company, amounts due from subsidiary companies are interest free and repayable on demand. An impairment charge of
£3,281,000 (2020: Nil) was recognised in the period in relation to these receivables.
Income taxes receivable
UK corporation tax
15 Current liabilities
Financial liabilities
Bank overdraft
Invoice finance facility
Lease liabilities
Group
2021
£000
129
2020
£000
–
Company
2021
£000
–
2020
£000
–
Group
Company
2021
£000
–
665
1,050
1,715
2020
£000
–
1,925
1,103
3,028
2021
£000
45
–
33
78
2020
£000
1,654
–
38
1,692
The Group has no net overdraft facility. However, under the terms of the Group’s banking arrangements, individual companies
within the Group are permitted to have an overdraft position, provided the Group’s net position is cash positive.
Lease liabilities are secured against the specific item to which they relate. These leases are repayable by monthly instalments for
a maximum period of four years to February 2025. Interest is payable at fixed amounts that range between 3.1% and 9.4%.
Invoice finance balances are secured by a fixed and floating charge over the assets of the Group and are repayable on demand.
Interest is payable at 2.75% over base rate. The maximum facility as at 31st May 2021 was £3,500,000 (2020: £6,000,000).
Management has assessed the treatment of the financing arrangements and has determined it is appropriate to recognise trade
receivables and invoice finance liabilities separately.
Trade and other payables
Trade payables
Amounts owed to other Group companies
Other taxation and social security
Other payables
Accruals
Fair value of derivative forward contracts
Group
Company
2021
£000
2,402
–
1,991
922
2,716
–
8,031
2020
£000
3,730
–
708
1,931
617
495
7,481
2021
£000
171
455
81
356
382
–
1,445
2020
£000
126
470
28
257
115
–
996
Trade payables are non-interest bearing and are normally on terms of 30 to 60 days.
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SECTION 3 CONTINUED
OPERATING ASSETS AND LIABILITIES
16 Non-current liabilities
Financial liabilities
Lease liabilities
Group
2021
£000
2020
£000
1,158
2,037
Company
2021
£000
27
2020
£000
57
Lease liabilities are secured against the specific item to which they relate. These leases are repayable by monthly instalments
for a period of up to four (2020: five) years to February 2025. £655,000 is repayable in one to two years (2020: £1,071,000) and
£503,000 within two to five years (2020: £966,000).
Interest is payable at a fixed amount that ranges between 3.1% and 9.4%.
Provisions for liabilities
As at 1st April 2020
Charge for the period
As at 31st May 2021
Dilapidations
£000
200
690
890
Dilapidations
The dilapidation provision relates to expected future lease dilapidations and £700,000 is expected to be utilised within 1-2 years
and £190,000 within 4-5 years.
Deferred tax liabilities
Deferred taxation
Group liabilities
Temporary differences relating to share options
Fair value hedges
Temporary differences relating to capital allowances
Group
2021
£000
150
2020
£000
39
Company
2021
£000
77
2021
£000
77
73
–
150
2020
£000
–
2020
£000
–
–
39
39
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Financial Statements
16 Non-current liabilities continued
Deferred tax assets
Temporary differences relating to capital allowances
Temporary differences relating to pension scheme deficit
Temporary differences relating to cash flow hedges
Other temporary differences
Group
Company
2021
£000
753
297
–
156
1,206
2020
£000
–
333
61
217
611
2021
£000
10
298
–
147
455
2020
£000
7
333
–
212
552
The tax value of Group trading losses carried forward for which a deferred tax asset has not been recognised total £3,974,000
(2020: £1,345,000).
Deferred tax assets are recognised only to the extent that it is probable that taxable profits will be available against which the
deductible temporary differences, carried forward tax credits or tax losses can be utilised. The Group has assessed that it is
probable that future profits will fully utilise current tax losses and other deductible temporary differences. Deferred tax assets
relating to the pension scheme deficit are expected to be recovered over the period that contributions are made into the
scheme, including the agreed contributions to April 2032. The deferred tax assets have been assessed as recoverable against
forecasts of future taxable profits.
All deferred tax assets are recoverable, and deferred tax liabilities will be settled, in greater than one year.
Of the total deferred tax credit of £485,000 (2020: charge of £282,000), a credit of £688,000 (2020: charge of £309,000) was
recognised within the Consolidated Income Statement, a charge of £126,000 (2020: £6,000) was recognised within other
comprehensive income and a charge of £77,000 (2020: credit of £33,000) recognised within the Consolidated Statement of
Changes in Equity.
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SECTION 4
CAPITAL STRUCTURE
17 Share capital
Allotted, called up and fully paid
69,624,792 (2020: 7,958,126) Ordinary shares of 0.1p
7,958,126 (2020: 7.958,126) Deferred shares of 24.9p
2021
£000
69
1,982
2,051
2020
£000
8
1,982
1,990
On 8 March 2021, a general meeting of the company approved the sub-division of the existing ordinary shares of 25p into
ordinary shares of 0.1p and deferred shares of 24.9p.
The rights attaching to the new ordinary shares of 0.1p are identical to those of the existing ordinary shares of 25p. Holders of
the deferred shares of 24.9p are only entitled to the amount paid up on those shares and have no other rights to participate in the
assets of the Company.
Following the sub-division of the share capital on 8 March 2021, a £200,000 convertible loan received on 19 February 2021 from
Trevor Brown was converted into 3,333,333 ordinary shares of 0.1p at a subscription price of 6p each.
On 29 March 2021, the Company issued 58,333,333 ordinary shares of 0.1p each at a subscription price of 6p each following a
share placing and subscription that raised gross proceeds (before transaction costs of £0.2m) of £3.5 million.
During the year no shares (2020: none) were issued to Directors to satisfy share options at nil (2020: nil) cost.
On 13 May 2021, options over 3,581,314 ordinary shares of 0.1p were granted to certain Directors and senior management
under the Chamberlin Performance Share Plan.
18 Share-based payments
Details of the equity settled scheme used to incentivise the Directors of the Group are set out in the Remuneration Committee
Report on page 21.
Under all schemes, options lapse if the employee leaves the Group, subject to certain exceptions set out in the scheme rules.
Due to the small number of individual grants made, each individual option is priced using the Black-Scholes pricing model, rather
than applying the model to weighted average figures for options granted in each year.
Relevant options outstanding during the period were as follows:
At 1st April 2019
Lapsed
At 1st April 2020
Granted
At 31 May 2021
No. of
options
423,979
(207,363)
216,616
3,581,314
3,797,930
Weighted average
Exercise
price
(p)
62.1
25.0
97.5
6.0
11.2
Remaining
contractual life
(years)
8.5
6.5
8.3
10.0
9.9
Options over 3,581,314 ordinary shares of 0.1p were granted to Directors and senior management on 13 May 2021 under the
Chamberlin Performance Share Plan. The fair value of options granted in the year was 5.6p per share calculated using a Black-
Scholes model and the following assumptions:
Share price at date of grant
Volatility
Risk free rate
Dividend yield
No share options were exercised during the current or prior period.
10.1p
58%
0.88%
0%
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Financial Statements
£000
6,155
3,260
1,079
4,339
357
4,696
1,459
1,816
2,895
Principal activity
Manufacture and sale of engineering castings
Manufacture and sale of engineering castings
Manufacture and sale of lighting, and electrical installation products
Intermediary holding company
19 Fixed asset investments
Shares in subsidiary undertakings
Cost as at 1 April 2019, 1 April 2020 and 31 May 2021
Impairment
At 1 April 2019
Impairment charge
At 31 March 2020
Impairment charge
At 31 May 2021
Net book value
At 31 May 2021
At 31 March 2020
At 1 April 2019
Wholly owned operating subsidiaries
Chamberlin & Hill Castings Ltd
Russell Ductile Castings Ltd
Petrel Ltd
Chamberlin Foundry Ltd
Wholly owned dormant subsidiaries
Chamberlin Group Ltd
Chamberlin & Hill Ltd
Ductile Castings Ltd
Fred Duncombe Ltd
Fitter & Poulton Ltd
Webb Lloyd Ltd
The Company owns 100% of the issued ordinary share capital of the above companies, all of whom have their registered office as
Chuckery Road, Walsall, WS1 2DU and operate principally in England and Wales.
www.chamberlin.co.uk
STOCK CODE: CMH
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SECTION 5
OTHER SUPPORTING NOTES
20 Pension arrangements
During the year, the Group operated funded defined benefit and defined contribution pension schemes for the majority of its
employees in the UK, these being established under trusts with the assets held separately from those of the Group. The pension
operating cost for the Group defined benefit scheme for 2021 was £236,000 (2020: £199,000), with the increase being due to
costs associated with the triennial valuation, together with £49,000 of financing cost (2020: £58,000).
The other scheme within the Group is a defined contribution scheme and the pension cost represents contributions payable.
The total cost of the defined contribution scheme was £377,000 (2020: £396,000). The notes below relate to the defined
benefit scheme.
The actuarial liabilities have been calculated using the Projected Unit method. The major assumptions used by the actuary were
(in nominal terms):
Rate of increase in salaries
Rate of increase of pensions in payment - post 1997 accrual only
Discount rate
Inflation assumption - RPI
Inflation assumption - CPI
At 31st May
2021
At 31st March
2020
At 31st March
2019
n/a
3.1%
1.85%
3.2%
2.5%
n/a
2.6%
2.3%
2.6%
1.7%
n/a
3.2%
2.3%
3.3%
2.3%
Demographic assumptions are all based on the S3PA (2020: S3PA) mortality tables with a 1.25% annual increase. The post
retirement mortality assumptions allow for expected increases in longevity. The current disclosures relate to assumptions based
on longevity in years following retirement as of the balance sheet date, with future pensioners relating to an employee retiring in
2032.
Current pensioners at 65
Future pensioners at 65
– Male
– Female
– Male
– Female
2021
Years
20.5
22.9
21.3
24.0
2020
Years
21.0
23.2
21.9
24.3
The scheme was closed to future accrual with effect from 30th November 2007, after which the Company’s regular contribution
rate reduced to zero (previously the rate had been 9.1% of members’ pensionable salaries).
The contributions expected to be paid during the year to 31 May 2022 are £335,000. Apart from this amount there are no other
minimum funding requirements.
The latest triennial valuation was completed as at 31 March 2019 and concluded that company contributions would increase
to £300,000 for the year ended 31 March 2021, £330,000 for the year ended 31 March 2022 and £360,000 for the year ended
31 March 2023, with the deficit reduction period reducing to 2032. The Company has given security over the Group’s land and
buildings to the pension scheme. There will be a further triennial review with effect from 31 March 2022, which will establish future
deficit payments.
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Financial Statements
20 Pension arrangements continued
The scheme assets are stated at the market values at the respective balance sheet dates. The assets and liabilities of the
scheme were:
Equities/diversified growth fund
Bonds
Liability Driven Investments
Buy and Maintain Credit
Multi-Sector Credit
Insured pensioner assets
Cash
Market value of assets
Actuarial value of liability
Scheme deficit
Related deferred tax asset
Net pension liability
2021
£000
5,273
–
2,993
2,211
4,962
21
141
15,601
(16,791)
(1,190)
297
(893)
2020
£000
12,534
1,565
–
–
–
24
415
14,538
(16,497)
(1,959)
333
(1,626)
Due to the nature of the investments held, the scheme is subject to normal market risks that affect the world’s stock markets,
and in particular the UK market.
Net benefit expense recognised in profit and loss
Net interest cost
Net interest expense
Remeasurement losses/ (gains) in other comprehensive income
Actuarial losses/(gains) arising from changes in financial assumptions
Actuarial gains arising from changes in demographic assumptions
Experience adjustments
(Return)/loss on assets (excluding interest income)
Total remeasurement gain shown in other comprehensive income
Actual return/(loss) on plan assets
2021
£000
(49)
(49)
2021
£000
1,510
(429)
171
(1,715)
(463)
2021
£000
2,092
2020
£000
(58)
(58)
2020
£000
(593)
(244)
(931)
1,308
(460)
2020
£000
(946)
www.chamberlin.co.uk
STOCK CODE: CMH
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SECTION 5 CONTINUED
OTHER SUPPORTING NOTES
20 Pension arrangements continued
Movement in deficit during the period
Deficit in scheme at beginning of period
Movement in period:
Employer contributions
Net interest expense
Actuarial gain
Deficit in scheme at end of period
Movement in scheme assets
Fair value at beginning of period
Interest income on scheme assets
Return on assets (excluding interest income)
Employer contributions
Benefits paid
Fair value at end of period
Movement in scheme liabilities
Benefit obligation at start of period
Interest cost
Actuarial (gains)/losses arising from changes in financial assumptions
Actuarial gains arising from changes in demographic assumptions
Experience adjustments
Benefits paid
Benefit obligation at end of period
The weighted average duration of the pension scheme liabilities is 13 years (2020: 13 years).
A quantitative sensitivity analysis for significant assumptions as at 31 May 2021 is as shown below:
Present value of scheme liabilities when changing the following assumptions:
Discount rate increased by 1% p.a.
RPI and CPI increased by 1% p.a.
Mortality - members assumed to be their actual age as opposed to one year older
The sensitivity analysis above has been determined based on a method that extrapolates the impact on defined benefit
obligation as a result of reasonable changes in key assumptions occurring at the end of the year.
2021
£000
2020
£000
(1,959)
(2,640)
355
(49)
463
(1,190)
2021
£000
14,538
377
1,715
355
(1,384)
15,601
2021
£000
16,497
426
1,510
(429)
171
(1,384)
16,791
279
(58)
460
(1,959)
2020
£000
16,065
362
(1,308)
279
(860)
14,538
2020
£000
18,705
420
(593)
(244)
(931)
(860)
16,497
2021
£000
14,859
17,705
17,653
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Financial Statements
21 Contingent liabilities
Cross guarantees exist between the Company and its subsidiary undertakings in respect of the Group’s bank overdrafts, asset
finance loans and invoice finance facilties. The total borrowings of the subsidiaries at 31 May 2021 amounted to £2,927,000
(2020: £4,970,000).
22 Financial commitments
Capital expenditure
Contracted for but not provided in the accounts
Group
2021
£000
–
Capital commitments in 2020 relate to office equipment replacements.
Lease commitments
The Group had total outstanding commitments under operating leases as follows:
Future minimum payments due:
Not later than one year
After one year but not more than five years
After five years
Group
2021
£000
31
11
–
42
2020
£000
14
2020
£000
149
60
–
209
Company
2021
£000
–
2020
£000
–
Company
2021
£000
31
11
–
42
2020
£000
35
44
–
79
Lease commitments disclosed above relate to short-term property leases and low value leases excluded from IFRS 16 ‘Right-of-
use assets’. Leases commitments in 2020 include the premises of Petrel Limited (£114,000 per annum with an end date of 20th
May 2021).
23 Derivatives and financial risk management
The Group considers the use of derivatives to reduce financial risk in a number of areas noted below.
The only area where the use of derivatives is considered appropriate at present is that of currency risk.
The carrying amount of financial assets and financial liabilities are not materially different to their fair value.
Currency risk
The Group’s functional currency is sterling. Prior to the loss of the contracts from BorgWarner Turbo Systems Worldwide,
approximately 63% of revenues were denominated in foreign currencies, principally euros in relation to castings exports. In order
to reduce the Group’s exposure to currency fluctuations, a proportion of forecast exposures are hedged depending on the level
of confidence and hedging is adjusted following regular reviews. Following the loss of the BorgWarner Turbo Systems Worldwide
revenue, which was predominantly denominated in euros, future euro denominated revenue is expected to represent between
15% and 20% of Group revenue. Consequently, the hedging position has been adjusted during the period to reflect this lower
level of euro denominated revenue. At 31 May 2021, the Group had forward currency hedging contracts in place representing
approximately 70% of highly probable revenue forecasts over the next 10 months. At 31 May 2021 there were net monetary
liabilities denominated in euros of £51,000 (2020: assets of £1,108,000). A proportion of the Group’s financial liabilities are
denominated in euros, reducing the currency risk of the Group. With approximately 70% of euro debtors hedged, the impact on
net monetary assets of a 5% exchange rate change in the euro/sterling exchange rate would not be material to the profit and loss.
The terms of the forward currency hedging contracts have been aligned with the terms of the commitments and the cash flow
hedges of expected future sales were assessed to be highly effective.
www.chamberlin.co.uk
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SECTION 5 CONTINUED
OTHER SUPPORTING NOTES
23 Derivatives and financial risk management continued
Forward currency contracts for the net sale of euros outstanding at the period end have been recorded at fair value with the
movement being recognised directly in other comprehensive income through the Consolidated Statement of Comprehensive
Income. If these contracts were not in place and the euro/sterling exchange rate moved by plus or minus 5% the corresponding
gain/loss to equity would be £48,000 (2020: £936,000).
At 31 May 2021
– Sell contracts
– Buy contracts
– Net sell contracts
At 31 March 2020
Contracted
amount
( €000)
6,340
(5,345)
995
21,605
Weighted
average
contract
rate
Contracted
amount
£000
Contracted
amount at
year end rate
£000
Unrealised
gain/(loss)
£000
1.133
1.166
0.982
1.154
5,597
(4,583)
1,014
18,717
5,453
(4,597)
856
19,228
144
14
158
(511)
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation
technique:
Level 1:
Level 2:
quoted (unadjusted) prices in active markets for identical assets or liabilities;
other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or
indirectly.
All derivative financial assets and liabilities are valued by Level 2 techniques. The fair values of short term receivables, short-term
payables, and the invoice finance facility and overdraft (both of which are repayable on demand) are not disclosed, as permitted by
IFRS 7, where the carrying amount is a reasonable approximation to fair value.
The Group’s finance team performs valuations of financial items for financial reporting purposes. Valuation techniques are
selected based on the characteristics of each instrument, with the overall objective of maximising the use of market-based
information. The finance team reports directly to the Group Finance Director and the Audit Committee. Valuation processes and
fair value changes are discussed among the Audit Committee and the valuation team at least every year, in line with the Group’s
reporting dates. The following valuation techniques are used for instruments categorised in Level 2.
Foreign currency forward contracts (Level 2) - the Group’s foreign currency forward contracts are not traded in active markets.
These contracts have been fair valued using observable forward exchange rates and interest rates corresponding to the maturity
of the contract. The effects of non-observable inputs are not significant for foreign currency forward contracts.
Interest rate risk
The Group has asset finance loans and an invoice finance facility. Exposure to interest rate risk is considered to be low and no
derivatives are used to modify the Group’s interest rate risk profile. The impact of a 50 basis point increase in UK interest rates
would be a £3,000 reduction in profit before tax (2020: £10,000). An equivalent decrease in rates would increase profit before tax
by £3,000 (2020: £10,000).
An analysis of interest bearing financial assets and liabilities is given below.
Financial liabilities
Bank overdraft (sterling denominated)
Invoice finance (sterling denominated)
Invoice finance (euro denominated)
Lease liabilities (sterling denominated)
Group
Company
2021
£000
–
14
(679)
(2,208)
(2,873)
2020
£000
–
(198)
(1,727)
(3,140)
(5,065)
2021
£000
(45)
–
–
(60)
(105)
2020
£000
(1,654)
–
–
(95)
(1,749)
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Financial Statements
23 Derivatives and financial risk management continued
Balances relating to the bank overdraft and invoice finance liabilities are subject to floating rates of interest whilst balance relating
to lease liabilities are subject to fixed rates of interest.
Credit risk
The Group trades only with recognised, creditworthy third parties. It is the Group’s policy that all customers who wish to trade on
credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with
the result that the Group’s exposure to bad debts is not significant. The maximum exposure is the carrying amount as disclosed
in Note 14.
There are no significant concentrations of credit risk within the Group.
With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents, the
Group’s exposure to credit risk arises from default of the counterparty, with the maximum exposure equal to the carrying amount
of the instrument.
The bad debt charge for the period was £48,000 (2020: £17,000).
Liquidity risk
The Group aims to mitigate liquidity risk by managing the cash generation of its operating units, and applying cash generation
targets across the Group. Investment is carefully controlled, with authorisation limits operating up to Group Board level and cash
payback periods applied as part of the investment appraisal process. In this way the Group aims to maintain a good credit rating
and operate within its existing facilities. There are no material differences between the fair values and carrying values of the
financial assets and liabilities.
The Group’s funding strategy is to maintain flexibility in managing its day-to-day working capital needs through the use of an
invoice finance facility, which is subject to a dividend covenant, and to fund acquisitions and significant capital projects through the
use of longer-term funding, including bank loans, hire purchase and equity. The Group’s £3.5m invoice finance facility is ongoing,
as discussed in the commentary on the Consolidated Cash Flow Statement on page 35.
The carrying value of the Group’s financial assets and liabilities is considered to be the same as the fair value.
The table below summarises the maturity profile of the Group’s financial assets and liabilities, which are all classified as Level 2, at
31 May 2021 and 31 March 2020.
At 31 May 2021
Financial assets
Trade receivables
Non-derivative financial liabilities
Invoice finance
Lease liabilities, including interest
Trade payables
At 31 March 2020
Financial assets
Trade receivables
Non-derivative financial liabilities
Invoice finance
Lease liabilities, including interest
Trade payables
On demand
Less than one
year
One to two
years
Two to five
years
3,009
–
665
–
–
665
5,222
1,925
–
–
1,925
–
1,191
2,402
3,593
–
–
1,244
3,730
4,974
–
–
784
–
784
–
–
1,200
–
1,200
–
–
621
–
621
–
–
1,080
–
1,080
Total
3,009
665
2,596
2,402
5,663
5,222
1,925
3,524
3,730
9,179
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SECTION 5 CONTINUED
OTHER SUPPORTING NOTES
23 Derivatives and financial risk management continued
The gross undiscounted future cashflows are analysed as follows:
At 31st May 2021
Foreign exchange forward contracts
On demand
Less than one
year
One to two
years
Two to five
years
–
–
1,014
1,014
–
–
–
–
Total
1,014
1,014
The outflows above relate to the settlement of the derivative contracts which are a fair value asset at the period end as discosed
in Note 14.
At 31st March 2020
Foreign exchange forward contracts
–
–
13,445
13,445
5,226
5,226
–
–
18,671
18,671
The Company’s financial liabilities comprise a bank overdraft of £45,000 (2020: £1,654,000) and is payable on demand, and lease
liabilities of £60,000 (2020: £95,000)
Capital management
The Group defines capital as the total equity of the Group, which at the year end is negative £2,566,000 (2020: £2,545,000)
largely due to the non-cash impairment charges taken in the period. The Group objective for managing capital is to deliver
competitive, secure and sustainable returns to maximise long-term shareholder value. There are no financial covenant
restrictions on the Group’s overdraft facility, invoice finance facility or asset loans. The Company will be holding a General Meeting
on 5 January 2022 to consider whether any, and if so what, steps should be taken to address the serious loss of capital. Further
details can be found on page 85.
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Financial Statements
24 Related party transactions
Group
All transactions between the parent company and subsidiary companies have been eliminated on preparation of the consolidated
accounts. The Group has not entered into any other related party transactions.
Company
The Company provides certain management services to subsidiary companies.
Certain payments in relation to items settled or provided on a central basis, principally corporation tax and insurance payments,
are made by the Company and are then recharged to subsidiaries at cost.
Compensation of key management personnel (including Directors)
Short-term employee benefits (including employer’s NI)
Termination costs (including employer’s NI)
Share-based payments
Pension contributions
Group
Company
2021
£000
1,269
371
41
99
1,780
2020
£000
1,100
141
59
65
1,365
2021
£000
681
209
41
69
1,000
2020
£000
538
–
59
36
633
Key management, other than Directors of the Company, comprise the Managing Directors and Finance Directors of the main
operating subsidiaries and are included in the Group figures above.
Details of key management share options are disclosed in Note 18.
On 8 March 2021, Trevor Brown was appointed as a Non-Executive Director and on the same day, a £200,000 convertible loan
provided by Trevor Brown in February 2021 was converted into 3,333,333 ordinary shares of 0.1p.
On 29 March 2021, Trevor Brown and Keith Butler-Wheelhouse acquired 17,500,000 and 500,000 ordinary shares of 0.1p as part
of the share placing and subscription that raised £3.5m of equity for the Company. Further details of Directors’ shareholdings can
be found in the Directors’ Report on page 23.
25 Net Debt
At 1 April 2019
Cashflow
New finance leases in the year
Impact of foreign exchange rates
At 1 April 2020
Cashflow
New finance leases in the year
Impact of foreign exchange rates
At 31 May 2021
Balances comprise:
Current assets
Current liabilities
Non-current liabilities
Net overdraft/
(cash at bank)
£000
(291)
(154)
–
(12)
(457)
(581)
–
–
(1,038)
(1,038)
–
–
(1,038)
Invoice
finance
£000
1,628
279
–
18
1,925
(1,202)
–
(58)
665
–
665
–
665
Lease
Liabilities
£000
4,021
(1,066)
185
–
3,140
(946)
14
–
2,208
–
1,050
1,158
2,208
Total
£000
5,358
(941)
185
6
4,608
(2,729)
14
(58)
1,835
(1,038)
1,715
1,158
1,835
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SECTION 5 CONTINUED
OTHER SUPPORTING NOTES
26 Summary of significant accounting policies
Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis and are presented in Sterling and all values
are rounded to the nearest thousand pounds (£000) except when otherwise indicated. The Company has taken advantage of
the exemption provided under section 408 of the Companies Act 2006 not to publish its individual income statement and related
notes.
Basis of consolidation
The consolidated financial statements comprise the financial statements of Chamberlin Plc and its subsidiaries as at 31 May
each year. The financial statements of subsidiaries are prepared for the same reporting year as the parent company, using
consistent accounting policies. All inter-company balances and transactions, including unrealised profits arising from intra-group
transactions, have been eliminated in full. Subsidiaries are consolidated from the date on which control is transferred to the Group
and cease to be consolidated from the date on which control is transferred out of the Group.
Subsidiaries are entities which are controlled by the Group. Control is achieved when the Group has power over the investee, has
the right to variable returns from the investee and has the power to affect its returns. The Group obtains and exercises control
through voting rights and control is reassessed if there are indications that the status of any of the three elements have changed.
Going concern
The Group’s activities together with the factors likely to affect its future development, performance and financial position,
including its cash flows, liquidity position and borrowing facilities, are described in the Strategic Report on pages 5 to 11. In
addition, Note 23 to the Group financial statements includes the Group’s objectives and policies for managing capital and
financial risks in relation to currency, interest rates, credit and liquidity.
The Group’s detailed forecast for the year ending 31 May 2022 and budget for the year ending 31 May 2023 reflect the Director’s
view of the most likely trading conditions. The forecast and budget indicate that existing bank facilities are expected to remain
adequate. The forecast and budget provide for significant revenue growth in the second half of the year ending 31 May 2022
and the year ending 31 May 2023, which is needed to replace the lost BorgWarner contracts. These assumptions include growth
into new E-commerce and consumer-led markets relating to fitness equipment and cookware following the recent launch of
the Iron Foundry Weights (IFW) and Emba Cookware brands. In addition, the cash flows in the forecast and budget assume that
Chamberlin will conclude discussions with HMRC regarding a Time To Pay arrangement in respect of PAYE arrears. The Directors
have applied reasonably foreseeable downside sensitivities to the forecast and budget, which assumes that sales growth from
new e-commerce products is 50% lower than expectations, automotive volumes remain at the current low levels and non-
automotive sales growth is 50% lower than expectations. The detailed forecast, budget and sensitised scenario exclude the
possible receipt of compensation from BorgWarner, and any proceeds from the sale of under-utilised machinery. Furthermore,
the Group is reliant on an invoice finance facility to fund its working capital needs. The renewal of the facility at the next annual
review in February 2022 cannot be guaranteed, although there are no indications at the date of the approval of the financial
statements that a renewal with the existing provider would not be granted or that alternative providers could not be found. In
addition, the Directors have assumed that deferred settlement terms will be agreed with HMRC in relation to PAYE arrears of
£1.3m for one subsidiary in the Group that have arisen in the period since the announcement by BorgWarner, having already
agreed deferred settlement terms with HMRC for two subsidiaries.
As a consequence, after making enquiries, the Directors have an expectation that, in the circumstances of a reasonably
foreseeable downside scenario as described above, the Group and the Company have adequate resources to continue in
operational existence for the foreseeable future.
However, the rate at which new work can be secured to replace the lost BorgWarner activity is difficult to predict. Furthermore, the
ability to renew or source alternative invoice finance facilities or to agree deferred settlement terms with HMRC results in material
uncertainty, which may cast significant doubt over the ability of the Group and the Company to realise its assets and discharge its
liabilities in the normal course of business and hence continue as a going concern.
The Directors continue to adopt the going concern basis, whilst recognising there is material uncertainty relating to the above
matters.
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Presentation of the Consolidated Income Statement
The Consolidated Income Statement is allocated between underlying items that relate to the trading activities of the business,
and non-underlying items that are either non-trading, non-recurring or are valued using market-derived data, which is outside of
management’s control.
Business combinations and goodwill
Business combinations from 1 April 2010
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate
of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in
the acquiree. The choice of measurement of non-controlling interest, either at fair value or at the proportionate share of the
acquiree’s identifiable net assets, is determined on a transaction by transaction basis. Acquisition costs incurred are expensed
and included in administrative expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification
and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the
acquisition date.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in
accordance with IFRS 9, either in profit or loss or in other comprehensive income. If the contingent consideration is classified as
equity, it is not remeasured until it is finally settled within equity.
Goodwill is initially measured at cost, being the excess of the aggregate of the acquisition date fair value of the consideration
transferred and the amount recognised for the non-controlling interest (and where the business combination is achieved in
stages, the acquisition date fair value of the acquirer’s previously held equity interest in the accquiree) over the net identifiable
amounts of the assets acquired and the liabilities assumed in exchange for the business combination. Assets acquired and
liabilities assumed in transactions separate to the business combinations, such as the settlement of pre-existing relationships or
post-acquisition remuneration arrangements, are accounted for separately from the business combination in accordance with
their nature and applicable IFRSs.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-
generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the
acquiree are assigned to those units. Each unit or group of units to which goodwill is allocated shall represent the lowest level
within the entity at which goodwill is monitored for internal management purposes and will not be larger than an operating
segment before aggregation. Goodwill is tested for impairment when indicators of impairment are identified.
Where goodwill forms part of an operation that is disposed of, the goodwill associated with that operation is included in the
carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this
circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit
retained.
Business combinations prior to 1 April 2010
Business combinations are accounted for using the purchase method. The cost of an acquisition is measured as the cash paid,
and the fair value of other assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus
costs directly attributable to the acquisition. The acquired identifiable assets, liabilities and contingent liabilities are measured at
their fair value at the date of acquisition.
Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. Any
deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. discount on acquisition) is
credited to the Consolidated Income Statement in the period of acquisition.
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OTHER SUPPORTING NOTES
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Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the acquirer’s
interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is
measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment annually or more frequently if
events or changes in circumstances indicate that the carrying value may be impaired. As at the acquisition date, any goodwill
acquired is allocated to each of the cash-generating units acquired. Impairment is determined by assessing the recoverable
amount of the cash-generating unit to which the goodwill relates. Where the recoverable amount of the cash-generating unit
is less than the carrying amount, an impairment loss is recognised. When there is a partial disposal of a cash-generating unit,
goodwill relating to the operation disposed of is taken into account in determining the gain or loss on disposal of that operation.
The amount of goodwill allocated to a partial disposal is measured on the basis of the relative values of the operation disposed of
and the operation retained.
Property, plant and equipment
All classes of property, plant and equipment are stated at cost less accumulated depreciation and any impairment in value.
The initial cost of an asset comprises its purchase price or construction cost, and any costs directly attributable to bringing
the asset into operation. The purchase price or construction cost is the aggregate amount paid and the fair value of any other
consideration given to acquire the asset. For property, where appropriate, the deemed cost as at the date of transition to IFRS is
the fair value at the date of the last valuation of these assets.
With the exception of freehold land, depreciation is calculated on a straight-line basis over the estimated useful life of the asset
as follows:
Freehold buildings and long leasehold property – over expected useful life (not exceeding 50 years)
Short leasehold property – over the term of the lease
Plant and other equipment – two to ten years
Motor vehicles – four years
The estimated useful life of property, plant and equipment are reviewed on an annual basis and, if necessary, changes in useful
lives are accounted for prospectively.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances
indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the
estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount.
The recoverable amount of property, plant and equipment is the greater of net selling price (fair value less costs to sell) and value
in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset.
For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-
generating unit to which the asset belongs. Impairment losses are recognised in the Consolidated Income Statement in the cost
of sales line item or in the other operating expenses line item depending on the asset concerned.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to
arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying amount of the item) is included in the Consolidated Income Statement in the
year the item is derecognised.
Intangible assets
Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. Computer software,
intellectual property rights and other intangible assets are initially recorded at cost. Where these assets have been acquired
through a business combination, this will be the fair value allocated in the acquisition accounting. Where these have been
acquired other than through a business combination, the initial cost is the aggregate amount paid and the fair value of any other
consideration given to acquire the asset. Computer software and other intangible assets, such as capitalised development
expenditure under IAS 38, are amortised over their useful lives on a straight-line basis with the amortisation charge included
within other operating expenses.
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Estimated useful life is the shorter of legal duration and economic useful life, which represents the Directors’ best estimate
of the period over which the asset may be used to generate significant economic benefits to the Group. Software has an
estimated useful life of between three years for normal software and ten years for ERP systems. Intangible assets in the course of
development are tested for impairment annually or more frequently whenever events or changes in circumstances indicate that
the carrying value may not be recoverable. Impairment losses are measured on a similar basis to property, plant and equipment.
Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis.
Research and development costs
Research costs are expensed as incurred.
Clearly defined and identifiable development projects in which the technical degree of exploitation, adequacy of resources and
potential market or development possibility in the undertaking can be clearly demonstrated, and where it is the intention to
produce, market or execute the project, are capitalised when a correlation exists between the costs incurred and future benefits.
Costs not meeting such criteria are expensed as incurred. Amortisation is applied as set out for intangible assets above, the
useful life being determined for individual development projects. For projects capitalised to date, a useful life of five years was
considered appropriate.
The Company’s investments in subsidiaries
Investments in subsidiaries are stated at cost, less impairment and dividends from subsidiaries, are taken to profit or loss when
the right to receive payment is established.
Inventories
Inventories are valued at the lower of cost and net realisable value, which is arrived at as follows:
Æ Raw materials – purchase cost on a first-in, first-out basis or weighted average cost basis;
Æ Finished goods and work in progress – where detailed individual product costing information is available, actual cost of
direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity but excluding
borrowing costs.
Previously, the engineering division included inventory valued at selling price less the calculated margin on certain finished goods
in the absence of more detailed individual product costing information. During the year, a change in estimate was made to value
all finished goods using the method described above to be consistent with the rest of the Group. Management has evaluated the
effect of this change in estimate and does not believe it to be material.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the
estimated costs necessary to make the sale.
Maintenance items are held in inventory and expensed on use unless they exceed a minimum level, where they are capitalised
under plant and equipment and depreciated over the remaining useful economic life of the item of plant or equipment to which
they relate.
Trade and other receivables
Trade receivables, which generally have 30-60 day terms, are recognised and carried at original invoice amount less any provision
for bad debts. The Group makes use of a simplified approach in accounting for trade and other receivables, recording the
loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the
potential for default at any point during the life of the financial instrument. In calculating the lifetime credit losses, the Group uses
its historical experience, external indicators and forward looking information to calculate the expected losses. Refer to note 14 for
further details.
Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash in hand and current balances with banks and similar institutions
and short-term deposits with an original maturity of three months or less, which are subject to insignificant risks of changes
in value.
For the purpose of the Consolidated Cash Flow Statement, cash and cash equivalents are defined as above, net of outstanding
bank overdrafts.
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OTHER SUPPORTING NOTES
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Leases
In applying IFRS 16 ‘Leases’, the Group:
a. Recognises right-of-use assets and lease liabilities in the consolidated balance sheet, initially measured at present value of
future lease payments;
b. Recognises depreciation of right-of-use assets and interest on lease liabilities in the Consolidated Income Statement; and
c. Separates the amount of cash paid into principal portion (presented within financing activities) and interest (presented within
operating activities) in the consolidated cash flow statement. Under IFRS 16, right-of-use assets are tested for impairment
in accordance with IAS 36 Impairment of Assets. This replaces the previous requirement to recognise a provision for onerous
lease contracts.
For short-term leases (lease terms of 12 months or less) and leases of low-value assets (such as personal computers and office
furniture), the Group has opted to recognise a lease expense on a straight-line basis as permitted by IFRS 16. This expense is
presented within other expenses in the Consolidated Income Statement.
Foreign currency translation, derivative financial instruments and hedging
The functional and presentation currency of Chamberlin Plc and its subsidiary undertakings is Sterling (£). Transactions in foreign
currencies are recorded in the functional currency at the rate of exchange ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance
sheet date. Any resulting exchange differences are taken to the Consolidated Income Statement.
The Group is exposed to foreign exchange risk on income streams denominated in foreign currencies. In order to reduce the
Group’s exposure to currency fluctuations, the Group sells a proportion of expected Euro revenues on forward contracts.
With effect from 1 April 2010 the Group adopted hedge accounting in respect of certain sales denominated in foreign currencies.
Foreign currency forward contracts are being used to hedge the foreign currency risks on highly-probable forecast sales
transactions. The fair value of forward currency contracts is calculated by reference to current market prices for contracts with
similar maturity profiles. The proportion of the gain or loss on the hedging instrument that is determined as an effective hedge
is recognised in other comprehensive income and the gain or loss on any ineffective component of a hedging instrument is
recognised in profit and loss. Amounts initially recognised in equity are transferred to the Consolidated Income Statement within
sales when the forecast hedged transaction occurs.
Hedges are valued by reference to an external marked to market valuation. Group management performs an assessment to
confirm the reasonableness of this valuation.
Employee benefits
Wages, salaries, bonuses, social security contributions, paid annual leave and sick leave are accrued in the year in which the
associated services are rendered by employees of the Group.
Pensions and other post-employment benefits
The Group operates a number of defined contribution schemes, which require contributions to be made to administered funds
separate from the Group.
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The Group also has a defined benefit pension scheme, which is closed to future accrual. The scheme assets are measured at fair
value and plan liabilities are measured on an actuarial basis, using the projected unit credit method. As the scheme is closed to
future accrual, no service cost of providing pension to employees is charged to the Consolidated Income Statement. The cost of
making improvements to past pension and other post-retirement benefits is recognised in the Consolidated Income Statement
immediately as an expense.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the
following changes in the net defined benefit obligation under non-underlying operating costs in the Consolidated Income
Statement: Defined benefit pension scheme administration costs.
Remeasurement gains and losses may result from: changes in financial assumptions, changes in demographic assumptions,
experience adjustments and differences between the expected return and the actual return on plan assets. Remeasurements are
recognised in full in the period in which they occur, in other comprehensive income.
For defined contribution plans, contributions payable for the year are charged to the Consolidated Income Statement as an
operating expense.
Income taxes
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities,
based on tax rates and laws that are enacted or substantively enacted by the balance sheet date.
Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements, with the following exceptions:
Æ where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is
not a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss;
Æ in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, where
the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will
not reverse in the foreseeable future; and
Æ deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences, carried forward tax credits or tax losses can be utilised within the foreseeable
future.
Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when
the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the balance
sheet date.
Income tax is charged or credited directly to other comprehensive income or equity if it relates to items that are credited or
charged to other comprehensive income or to equity respectively. Otherwise income tax is recognised in the Consolidated
Income Statement.
Revenue
Revenue is recognised when control of manufactured product has passed to the customer. For the vast majority of sales across
the Group, control passes to the customer when the goods are collected on an ex-works basis from the Group’s premises.
Revenue from the manufacture and sale of tooling to customers is recognised when the customer has provided final approval and
acceptance that the tooling is fit for purpose and can be used for production of the customer’s goods.
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods
provided in the normal course of business, net of discounts, customs duties and sales taxes.
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OTHER SUPPORTING NOTES
26 Summary of significant accounting policies continued
Dividends
Dividend payments are recognised in the period in which they become a binding obligation on the Company, which, for interim
dividends, is when they are paid and for final dividends is when they are approved at the AGM.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset, that necessarily takes a
substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of the respective asset. All
other borrowing costs are expensed as interest payable in the Consolidated Income Statement in the period in which they are
incurred. Borrowing costs consist of interest and other costs incurred in connection with the borrowing of funds.
Share-based payments
The Group grants equity-settled and cash-settled share-based payments to certain Directors and employees in the form
of share options. Equity-settled share-based payments are measured at fair value at the date of grant using a Black-Scholes
model. Cash-settled share-based payments are measured at fair value at the balance sheet date using a Black-Scholes model.
The fair value is then charged to the Consolidated Income Statement over the vesting period of the options. In valuing equity-
settled payments, no account is taken of any service and performance conditions (vesting conditions) other than performance
conditions linked to the price of the shares of the Company (market conditions). Any other conditions which are required to be
met in order for an employee to become fully entitled to an award are considered to be non-vesting conditions. Like market
performance conditions, non-vesting conditions are taken into account in determining the grant date fair value.
No expense is recognised for awards that do not ultimately vest except for awards where vesting is conditional upon a market
vesting condition or a non-vesting condition, which are treated as vesting irrespective of whether or not the market vesting
condition or non-vesting condition is satisfied, provided all non-market vesting conditions are satisfied.
At each balance sheet date before vesting the cumulative expense is calculated taking into account the extent to which the
vesting period has expired and management’s best estimate of the achievement or otherwise of non-market vesting conditions
and of the number of equity instruments that will ultimately vest or, in the case of an instrument subject to a market condition or
a non-vesting condition, be treated as vesting above. The movement since the previous balance sheet date is recognised in the
Consolidated Income Statement, with a corresponding entry in equity.
The values for the expected life of the options and the expected volatility of the share price used in the calculation model are
based on the Directors’ best estimates, taking into account conditions for exercise, historic data and behavioural considerations.
Management has assessed the impact of market conditions on the valuation and has determined them not be material.
Non-underlying items
The Group presents as non-underlying items on the face of the Consolidated Income Statement, those items of income and
expenditure which, because they are either non-trading related, non-recurring or are valued using market-derived data which
is outside management’s control, merit separate presentation to allow Shareholders to better understand the elements of
financial performance in the year, so as to facilitate comparison with prior periods and to allow assessment of trends in financial
performance. Non-underlying items in the current period include share-based payment costs, reorganisation costs, dilapidation
costs and adviser costs and the associated tax impact on these items.
Non-underlying items in the prior year include share-based payment costs, reorganisation costs, foreign currency hedge
ineffectiveness and the associated tax impact on these items.
Government grants and subsidies
Government grants are recognised where there is reasonable assurance that the grant will be received and all attaching conditions
will be complied with, normally when a grant claim has been approved by the government authority and the grant monies have been
received. Where the grant relates to an expense item, it is recognised as a credit over the period necessary to match the grant on a
systemic basis to the costs that it is intended to compensate. Where the grant relates to an asset, it is credited to deferred income
and released to the statement of comprehensive income to match the depreciation of the related asset.
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Use of judgements and accounting estimates
The preparation of financial statements in conformity with generally accepted accounting practice requires management to make
estimates and judgements that affect the reported amount of assets and liabilities as well as the disclosure of contingent assets
and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual
outcomes could differ from those estimates and judgements. Where appropriate, details of estimates and assumptions used are
set out in the relevant notes to the accounts.
The key figures in the accounts that are most sensitive to such judgements and estimates are:
Judgements
Æ Impairment of property, plant and equipment – the Group performs an impairment review when indications of impairment
exist. Following the cancellation of all contracts by BorgWarner Turbo Systems Worldwide in December 2020, the Directors
undertook a detailed impairment review of the Foundry division cash generating unit (CGU) that was impacted by this
decision. The review concluded that an impairment charge was required in relation to property, plant and equipment where
the value in use was deemed to be lower than carrying value. Note 12 provides details of the impairment review undertaken
during the period.
Æ Provision for obsolete inventory – the Group performs a review of inventory for slow-moving and obsolete items each year.
Following the cancellation of the BorgWarner contracts, management undertook a detailed review of the recoverability of
the value of inventory associated with these contracts. The review concluded that net realisable value was significantly below
cost and that an obsolete and slow-moving inventory provision was required. Note 13 provides further details of the provision
made
Æ Property dilapidations – the Group occupies two rental properties from which it conducts its activities.The circumstances
of the businesses that operate from the properties has led the Directors to review the Group’s provision for dilapidation
costs that could arise at the end of the leases. This requires the Directors to make judgements concerning the future cost of
returning the leased properties to the landlords in the condition specified in the lease. Note 16 provides further details of the
provision made.
Æ Going concern - a two year forecast and budget has been prepared to assess the Group’s ability to continue to operate as a
going concern. The forecast and budget include assumptions on the future level of trading activity, profitability and cash flow
expected during this period and downside sensitivities to reflect scenarios where revenue growth targets are not met. The
Directors’ Report on pages 24 and 25 provide further details on the going concern assumption.
Accounting estimates
Æ Defined benefit scheme pension liabilities: the cost of the closed defined benefit pension plan is determined using actuarial
valuations. The actuarial valuation, which is undertaken by external experts, involves making assumptions about discount
rates, future salary increases, mortality rates and future pension increases. Note 20 provides details of the defined pension
scheme liabilities and valuation assumptions.
Æ Recoverability of deferred tax assets: deferred tax assets are recognised only to the extent that it is probable that taxable
profits will be available against which the deductible temporary differences, carried forward tax credits or tax losses can be
utilised. The Group has assessed that it is probable that future profits will fully utilise current tax losses and other deductible
temporary differences. Deferred tax assets relating to the pension scheme deficit are expected to be recovered over the
period that contributions are made into the scheme, including the agreed contributions to August 2023. The deferred tax
assets have been assessed as recoverable against forecasts of future taxable profits. Note 16 provides details of the deferred
tax assets.
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INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF CHAMBERLIN PLC
Opinion
We have audited the financial statements of Chamberlin plc (the “Parent Company”) and its subsidiaries (the “Group”) for the
period ended 31 May 2021, which comprise:
Æ the Group statement of comprehensive income for the period ended 31 May 2021;
Æ the Group and parent company statements of financial position as at 31 May 2021;
Æ the Group and parent company statements of cash flows for the period then ended;
Æ the Group and parent company statements of changes in equity for the period then ended; and
Æ the notes (1 to 26) to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and
International Accounting Standards in conformity with the requirements of the Companies Act 2006.
In our opinion:
Æ the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 May
2021 and of the Group’s loss for the period then ended;
Æ the group financial statements have been properly prepared in accordance with International Accounting Standards in
conformity with the requirements of the Companies Act 2006;
Æ the parent company financial statements have been properly prepared in accordance with International Accounting
Standards in conformity with the requirements of the Companies Act 2006 as applied in accordance with the provisions of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 26 and to the basis of preparation and going concern assessment noted in section 5 in the financial
statements, which indicates that the group are forecasting a further downturn in overall activity due to the lost BorgWarner
contract. Management’s projections assume an increase in other sales activity, continuing Group finance facilities and agreeing
extended payment terms with some preferred creditors. Whilst discussions are ongoing, no binding agreements are in place.
As stated in note 26, these events or conditions, along with the other matters set forth in the note, indicate that a material
uncertainty exists that may cast significant doubt on the company’s and Group’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report.
In auditing the financial statements, we have concluded that the director’s use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the entity’s ability to
continue to adopt the going concern basis of accounting included:
Æ Obtaining managements forecasts covering the period from 1 June 2021 to 31 May 2023. We have assessed how these
forecasts have been prepared, including assessing the appropriateness of management’s forecasts and sensitivities to the
underlying assumptions;
Æ Challenging the key assumptions used in the model, including increased sales activity, reduced overheads and the potential
availability of additional funding and deferral of preferred creditors;
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Financial Statements
Æ Reviewing the disclosures made in the financial statements relating to going concern and agreeing it is consistent with
management’s assessment; and
Æ Performed sensitivity analysis on management’s reasonable downside scenarios to determine the reduction in revenue that
would lead to elimination of the headroom in their original cash flow forecasts;
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the Group financial statements as a whole to be
£205,000, based on approximately 0.75% of turnover. The parent company materiality was determined as £150,000, based on
approximately 2% of total assets.
We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the
financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to
the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment and is
approximately £164,000.
Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions
and directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of £6,150. Errors below that threshold would also
be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
The Group and its subsidiaries are accounted for at a number of locations across the UK. Chamberlin PLC and Chamberlin Hill &
Castings Limited are accounted for from one location, Russell Ductile Limited and Petrel Limited are located at their registered
offices.
We performed full scope audits of the complete financial information of Chamberlin PLC and the three components, Chamberlin
Hill & Castings Limited, Russell Ductile Limited and Petrel Limited. The work was performed directly by the group audit team. The
operations that were subject to full-scope audit procedures made up 100 per cent of consolidated revenues, total profit before
tax for continuing operations and total assets and liabilities.
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INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF CHAMBERLIN PLC
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters
described below to be the key audit matters to be communicated in our report. This is not a complete list of all risks identified by
our audit.
Key audit matter
How the scope of our audit addressed the key audit matter
Revenue recognition
Revenue is the key driver of the business and used as an
important benchmark by shareholders for assessing the
health of the Group. We deemed the significant risk to be in
respect of uncollected revenue as this is the area considered
to be most susceptible to manipulation by management in
close proximity to the year-end where there is an incentive to
meet performance targets.
Valuation of defined benefit pension
scheme liabilities
The group operates a defined benefit pension scheme
that provides benefits to a number of current and former
employees. At 31 May 2021, the defined benefit pension
schemes’ net liability was £1.2 million. The gross value of
pension scheme liabilities amounted to £16.8 million. The
valuation of the pension liabilities in accordance with IAS 19
‘Employee Benefits’ involves significant judgement and is
subject to complex actuarial assumptions. Small variations
in those actuarial assumptions can lead to a materially
different defined benefit pension scheme liability being
recognised within the group financial statements. Therefore,
we identified the valuation of the defined benefit pension
scheme liabilities as a significant risk, which was one of the
most significant assessed risks of material misstatement.
Our audit procedures consisted of:
Æ assessing the design effectiveness of the relevant
controls in place associated with revenue recognition;
Æ testing a sample of revenue transactions across the
Group to ensure revenue recognition was appropriate by
agreeing amounts to contracted amounts, cash receipts
and/or proof of delivery where applicable;
Æ reviewing post year end credit notes to ensure there were
no significant reversals of revenue recorded relating to
pre-year end
Our audit procedures consisted of:
Æ Documenting our understanding of management’s
processes for evaluating the defined benefit scheme
and assessing the design effectiveness of related key
controls;
Æ Evaluating the competence of management’s expert;
Æ Challenge of the assumptions used, including discount
rates, growth rates and mortality rates;
Æ Corroborating the valuation of the scheme assets to third
party documentation;
Æ Assessing disclosures made in the financial statements
to determine compliance with IAS 19.
Impairment of assets
Chamberlin Hill & Castings lost a significant contract in
January 2021. This contract was serviced from a discreet
single production cell. They had invested heavily in machinery,
premises and inventory to deliver and maintain the contract.
Æ Obtaining management’s board paper detailing the
assets impaired and the judgments used in arriving at
the impairment and assessing the reasonableness of the
assumptions used by management.
Æ Agreed the assets and inventory impaired to supporting
The impairment involves a significant degree of estimate and
uncertainty over the recoverable value of the assets utilised
on this contract.
documentation, such as fixed asset register and
inventory listing.
Æ Assessing the impairment disclosures made in the
financial statements
Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not
designed to enable us to express an opinion on these matters individually and we express no such opinion.
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Financial Statements
Other information
The directors are responsible for the other information contained within the annual report. The other information comprises the
information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on
the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report,
we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether
this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion based on the work undertaken in the course of our audit
Æ the information given in the strategic report and the directors’ report for the financial period for which the financial
statements are prepared is consistent with the financial statements; and
Æ the directors’ report and strategic report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the group and the parent company and their environment obtained in the course
of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our
opinion:
Æ adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been
received from branches not visited by us; or
Æ the parent company financial statements are not in agreement with the accounting records and returns; or
Æ certain disclosures of directors’ remuneration specified by law are not made; or
Æ we have not received all the information and explanations we require for our audit.
Responsibilities of the directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on page 24, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as
the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and parent company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
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INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF CHAMBERLIN PLC
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the Group operates, focusing on those laws
and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.
The laws and regulations we considered in this context were relevant company law and taxation legislation in the UK being the
principal jurisdiction in which the Group operates.
We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override
of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own
identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting
estimates for biases in particular where significant judgements are involved (see Key Audit Matters above).
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial
statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because
fraud may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record
transactions, collusion or intentional misrepresentations being made to us.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
MARK EVANS
(SENIOR STATUTORY AUDITOR)
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
Black Country House
Rounds Green Road
Oldbury
B69 2DG
30 November 2021
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Financial Statements
PARENT COMPANY BALANCE SHEET
AT 31 MAY 2021
Non-current assets
Property, plant and equipment
Intangible assets
Investments
Deferred tax asset
Current assets
Trade and other receivables
Amounts due from subsidiary undertakings
Total assets
Current liabilities
Financial liabilities
Trade and other payables
Non-current liabilities
Financial liabilities
Deferred tax
Defined benefit pension scheme deficit
Total liabilities
Capital and reserves
Share capital
Share premium
Capital redemption reserve
Retained earnings
Total equity
Total equity and liabilities
Notes
11
12
19
16
14
14
15
15
16
16
20
17
31 May
2021
£000
702
11
1,459
455
2,627
78
505
583
3,210
78
1,445
1,523
27
77
1,190
1,294
2,817
2,051
4,720
109
(6,487)
393
3,210
31 March
2020
£000
751
22
1,816
552
3,141
160
3,696
3,856
6,997
1,692
996
2,688
57
–
1,959
2,016
4,704
1,990
1,269
109
(1,075)
2,293
6,997
The loss dealt with in the accounts of the parent company was £5,846,000 (2020: £2,634,000).
KEVIN PRICE
DIRECTOR
ALAN TOMLINSON
DIRECTOR
The accounts were approved by the Board of Directors on 30 November 2021
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PARENT COMPANY
CASH FLOW STATEMENT
FOR THE 14 MONTHS ENDED 31 MAY 2021
Operating activities
Loss for the period before tax
Adjustments to reconcile loss for the period to net cash
outflow from operating activities:
Net finance costs
Impairment of investments
Impairment of amounts due from subsidiary undertakings
Depreciation of property, plant and equipment
Amortisation of software
Loss on disposal of fixed assets
Non-underlying items - restructuring costs accrued
Share-based payments
Defined benefit pension contributions paid
Increase/decrease in receivables
Increase/(decrease) in payables
Corporation tax received
Net cash outflow from operating activities
Investing activities
Purchase of property, plant and equipment
Purchase of software
Net cash outflow from investing activities
Financing activities
Interest paid
Principal element of lease payments
New share capital issued
Proceeds from convertible loan
Net cash inflow/(outflow) from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the start of the period
Cash and cash equivalents at the end of the period
Cash and cash equivalents comprise:
Bank overdraft
14 months
ended
31 May
2021
£000
Year ended
31 March
2020
£000
Note
(5,744)
(2,355)
11
12
18
11
158
357
3,281
62
11
2
227
41
(355)
(9)
225
–
(1,744)
(1)
–
(1)
(109)
(49)
3,312
200
3,354
1,609
(1,654)
(45)
(45)
(45)
128
1,079
–
60
5
–
–
59
(279)
69
(299)
31
(1,502)
(17)
(7)
(24)
(70)
(35)
–
–
(105)
(1,631)
(23)
(1,654)
(1,654)
(1,654)
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Financial Statements
PARENT COMPANY
STATEMENT OF CHANGES IN EQUITY
Balance at 1 April 2019
Loss for the year
Other comprehensive income for the year net of tax
Total comprehensive expense
Share-based payment
Deferred tax on share-based payment
Total of transactions with shareholders
Balance at 1 April 2020
Loss for the period
Other comprehensive income for the period net of tax
Total comprehensive expense
New share capital issued
Share-based payment
Deferred tax on share-based payment
Total of transactions with shareholders
Balance at 31 May 2021
Share
capital
£000
1,990
–
–
–
–
–
–
1,990
–
–
–
61
–
–
61
2,051
Share
premium
account
£000
Capital
redemption
reserve
£000
Retained
earnings
£000
Attributable to
equity holders
of the Company
£000
1,269
–
–
–
–
–
–
1,269
–
–
–
3,451
–
–
3,451
4,720
109
–
–
–
–
–
–
109
–
–
–
–
–
–
–
109
1,094
(2,634)
373
(2,261)
59
33
92
(1,075)
(5,846)
470
(5,376)
–
41
(77)
(36)
(6,487)
4,462
(2,634)
373
(2,261)
59
33
92
2,293
(5,846)
470
(5,376)
3,512
41
(77)
3,476
393
Share premium account
The share premium account balance includes the proceeds that were above the nominal value from issuance of the Company’s
equity share capital. Transaction costs directly associated with the share placing and subscription in March 2021 of £0.2m have
been debited to share premium in the period.
Capital redemption reserve
The capital redemption reserve has arisen on the cancellation of previously issued shares and represents the nominal value of
those shares cancelled.
Retained earnings
Retained earnings include the accumulated profits and losses arising from the Consolidated Income Statement and items from
the Consolidated Statement of Comprehensive Income attributable to equity shareholders, and the share-based payment
expense, less distributions to Shareholders.
www.chamberlin.co.uk
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FIVE YEAR
FINANCIAL SUMMARY
Revenue (£m)
Underlying loss before tax (£’000)
Statutory loss before tax (£’000)
Underlying diluted earnings per share (pence)
Cash generated from operations (£’000)
* For the 12 months ended 31 March.
14 months to
31 May 2021
26.4
(3,198)
(10,391)
(13.7)
(344)
2020*
26.1
(1,434)
(2,343)
(18.7)
1,546
2019*
33.0
(1,509)
(4,957)
(19.5)
(3,379)
2018*
30.2
(1,006)
(1,112)
(15.8)
791
2017*
24.9
(299)
(516)
(4.5)
(454)
REVENUE (£m)
UNDERLYING LOSS BEFORE TAX (£000)
2021
2020
2019
2018
2017
26.4
26.1
33.0
30.2
22.7
2021
2020
2019
2018
2017
(3,198)
(1,434)
(1,509)
(1,006)
(299)
STATUTORY LOSS BEFORE TAX (£000)
UNDERLYING DILUTED EARNINGS PER SHARE (p)
(13.7)
(18.7)
(19.5)
(15.8)
(4.5)
2021
2020
2019
2018
2017
(10,391)
(2,343)
(4,957)
(1,112)
(516)
2021
2020
2019
2018
2017
CASH GENERATED FROM OPERATIONS (£000)
2021
2020
2019
2018
2017
1,546
791
(344)
(3,379)
(454)
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Financial Statements
NOTICE OF
ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of
the Company (“AGM”) will be held on Wednesday 5 January
2022 at the Company’s registered office at Chuckery Road,
Walsall, WS1 2DU at 11.00 a.m.
The AGM will be subject to COVID-19 restrictions and, as
such, any shareholder wishing to attend in person will be
required to pre-register with the company secretary by
24 December 2021 (or in the event that the AGM is adjourned,
not less than five days prior to the adjourned AGM (excluding
any part of a day that is not a business day)) by emailing
the company secretary via www.chamberlin.co.uk/contact/
contact-us/company-secretary (please state “Chamberlin
PLC: AGM” in the subject line of the email and include the
shareholder’s full name and shareholder reference number).
Alternatively, shareholders will be able to exercise their right to
vote by proxy and will be able to ask questions of the Board in
advance of the AGM by also emailing the company secretary at
the above address (any such questions to arrive by 11.00 a.m.
on 3 January 2022 (or in the event that the AGM is adjourned,
not later than 48 hours before the adjourned AGM)). The Board
will endeavour to respond to questions which are put forward
in advance of the AGM during the AGM and/or by publishing
written responses on the investors section of the Company’s
website after the AGM (together with the results of voting).
The AGM is convened for the following purposes:
To consider and, if thought fit, to pass the following resolutions
as ordinary resolutions:
1. To receive and adopt the Report of the Directors, Annual
Accounts and Report of the Auditors for the 14 months
ended 31 May 2021 (Resolution 1).
2. To re-elect as a Director Keith Butler-Wheelhouse
(Resolution 2).
3. To re-elect as a Director Kevin Nolan (Resolution 3).
4. To re-elect as a Director Trevor Brown (Resolution 4).
5. To elect as a Director Kevin Price (Resolution 5).
6. To elect as a Director Alan Tomlinson (Resolution 6)
7. To approve the Directors’ Remuneration Report for the 14
months ended 31 May 2021 (Resolution 7).
8. To appoint Crowe U.K. LLP as Auditors of the Company
until the conclusion of the next annual general meeting of
the Company (Resolution 8).
9. To authorise the Directors to determine the remuneration
of the Auditors (Resolution 9).
10. That the Directors be and are hereby generally and
unconditionally authorised in accordance with Section 551
of the Companies Act 2006 (in substitution for all existing
authorities under section 551 of the Companies Act 2006
which, to the extent unused at the date of this resolution,
are revoked with immediate effect) to exercise all the
powers of the Company to allot shares in the Company or
to grant rights to subscribe for or to convert any security
into shares in the Company up to an aggregate nominal
amount of £13,924 (representing 20% of the current issued
ordinary share capital of the Company) provided that (unless
previously revoked, varied or renewed) such authority shall
expire at the earlier of the conclusion of the next Annual
General Meeting of the Company or 5 April 2023, but so that
this authority shall allow the Company to make, before the
expiry of this authority, offers or agreements which would
or might require shares to be allotted or rights to subscribe
for or to convert any security into shares to be granted after
such expiry and notwithstanding such expiry the Directors
may allot shares or grant such rights in pursuance to such
offers or agreements as if this authority had not expired
(Resolution 10).
To consider and, if thought fit, to pass the following
resolutions as special resolutions:
11. That, subject to the passing of resolution 10 and
pursuant to section 570 of the Companies Act 2006 the
Directors be and are hereby generally empowered (in
substitution for all existing powers under section 570 of
the Companies Act 2006 which, to the extent unused at
the date of this resolution, are revoked with immediate
effect) to allot equity securities (as defined in Section
560 of the Companies Act 2006) for cash pursuant to the
authority granted by resolution 10 as if Section 561(1) of
the Companies Act 2006 did not apply to such allotment,
provided that this power shall be limited to the allotment of
equity securities
a.
in connection with an offer of equity securities
(whether by way of a rights issue, open offer or
otherwise):
i.
ii.
to holders of ordinary shares in the capital of the
Company in proportion (as nearly as practicable) to
the respective numbers of ordinary shares held by
them; and
to holders of other equity securities in the capital
of the Company, as required by the rights of those
securities or, subject to such rights, as the directors
otherwise consider necessary,
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NOTICE OF
ANNUAL GENERAL MEETING CONTINUED
but subject to such exclusions or other arrangements as
the directors may deem necessary or expedient in relation
to treasury shares, fractional entitlements, record dates
or any legal or practical problems under the laws of any
territory or the requirements of any regulatory body or
stock exchange; and
a.
b.
c.
b. otherwise than pursuant to paragraph 11(a) of this
resolution, up to an aggregate nominal amount of
£13,924 (representing 20% of the current issued
ordinary share capital of the Company),
and (unless previously revoked, varied or renewed) this
power shall expire at the earlier of the conclusion of the next
Annual General Meeting of the Company or 5 April 2023,
but so that this authority shall allow the Company to make,
before the expiry of this authority, offers or agreements
which would or might require shares to be allotted or rights
to subscribe for or to convert any security into shares to
be granted after such expiry and notwithstanding such
expiry the Directors may allot shares or grant such rights in
pursuance of such offers or agreements as if this authority
had not expired (Resolution 11).
the maximum aggregate number of Ordinary Shares
which may be purchased is 6,962,478;
the minimum price (exclusive of expenses) which may
be paid for each Ordinary Share is 0.1 pence;
the maximum price which may be paid for each
Ordinary Share is an amount equivalent to 105 per
cent. of the average of the middle market quotations
for an Ordinary Share as derived from the Daily Official
List of the London Stock Exchange Plc for the five
business days immediately preceding the day on
which the Ordinary Share in question is purchased,
and (unless previously revoked, varied or renewed) this
authority shall expire at the earlier of the conclusion
of the next Annual General Meeting of the Company
or 5 April 2023, save that the Company may enter into
a contract to purchase Shares before this authority
expires under which such purchase will or may be
completed or executed wholly or partly after this
authority expires and may make a purchase of Shares
pursuant to any such contract as if this authority had
not expired (Resolution 12).
12. That the Company be and hereby is generally and
unconditionally authorised pursuant to section 701 of the
Companies Act 2006 to make market purchases (within the
meaning of section 693(4) of the Companies Act 2006) of
Ordinary Shares on such terms and in such manner as the
Directors may from time to time determine provided that:
By order of the Board
ALAN TOMLINSON
Company Secretary
30 November 2021
Chuckery Road
Walsall
WS1 2DU
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Financial Statements
Notice of General Meeting
Notice is hereby given that a General Meeting of the
Company (“General Meeting”) will be held on Wednesday 5
January 2022 at the Company’s registered office at Chuckery
Road, Walsall, WS1 2DU at 11:30 a.m (or as soon as the
AGM which is convened for 11.00 a.m. on the same day has
concluded).
The General Meeting is being convened to consider whether
any, and if so what, steps should be taken to address the
serious loss of capital within the Company, pursuant to section
656(1) of the Companies Act 2006. For the avoidance of doubt,
there is no proposed resolution in respect of the serious loss of
capital (please see note 18 to both this notice and the notice of
AGM for a further explanation on the purpose for this General
Meeting).
The General Meeting will be subject to COVID 19 restrictions
and, as such, any shareholder wishing to attend in person will
be required to pre-register with the company secretary by
24 December 2021 (or in the event that the General Meeting
is adjourned, not less than five days prior to the adjourned
General Meeting (excluding any part of a day that is not a
business day)) by emailing the company secretary via www.
chamberlin.co.uk/contact/contact-us/company-secretary
(please state “Chamberlin PLC: General Meeting” in the subject
line of the email and include the shareholder’s full name and
shareholder reference number).
Alternatively, shareholders will be able to ask questions of the
Board in advance of the General Meeting by also emailing the
company secretary at the above address (any such questions
to arrive by 11.00 a.m. on 3 January 2022 (or in the event
that the General Meeting is adjourned, not later than 48
hours before the adjourned General Meeting)). The Board will
endeavour to respond to questions which are put forward in
advance of the General Meeting during the General Meeting
and/or by publishing written responses on the investors
section of the Company’s website after the General Meeting.
By order of the Board
ALAN TOMLINSON
Company Secretary
30 November 2021
Chuckery Road
Walsall
WS1 2DU
Notes to the notices of AGM and General Meeting
(“Meetings”)
Attending the meeting
1. Should you wish to attend the Meetings in person,
please pre-register your attendance with the company
secretary by 24 December 2021 (or in the event that the
Meetings are adjourned, not less than five days prior to any
adjourned Meeting (excluding any part of a day that is not a
business day)) by emailing the company secretary via www.
chamberlin.co.uk/contact/contact-us/company-secretary
(please state “Chamberlin PLC: AGM/General Meeting”
in the subject line of the email and include your full name
and shareholder reference number). This will enable the
Company to put in place the requisite measures which may
need to be introduced to meet any potential government-
mandated COVID-19 restrictions.
Questions
2. Shareholders will be able to ask questions of the Board in
advance of the Meetings by also emailing the company
secretary at the above address (any such questions to
arrive by 11.00 a.m. on 3 January 2022 (or in the event
that the Meetings are adjourned, not later than 48 hours
before any adjourned Meeting)). The Board will endeavour
to respond to questions which are put forward in advance
of the Meetings during the relevant Meeting and/or by
publishing written responses on the investors section of
the Company’s website after the Meetings (together with
results of voting).
Proxies
3. A shareholder entitled to attend, speak and vote at the
Meetings is entitled to appoint a proxy or proxies to attend,
speak and vote, on a poll, instead of him. A proxy need
not be a shareholder of the Company. A shareholder may
appoint more than one proxy in relation to the Meetings,
provided that each proxy is appointed to exercise the
rights attached to a different share or shares held by that
shareholder. Failure to specify the number of shares each
proxy appointment relates to or specifying a number which
when taken together with the number of shares set out in
the other proxy appointments is in excess of the number
of shares held by that shareholder may result in the proxy
appointment being invalid. The appointment of a proxy
will not preclude a shareholder from attending, speaking
and voting in person at the Meetings (subject to the
requirement to pre-register set out in note 1 above).
www.chamberlin.co.uk
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NOTICE OF
ANNUAL GENERAL MEETING CONTINUED
4. A Form of Proxy is enclosed for your use if desired. Please
carefully read the instructions on how to complete the
Form of Proxy. For a Form of Proxy to be effective, the
instrument appointing a proxy together with the power
of attorney or such other authority (if any) under which
it is signed or a notarially certified copy of such power of
attorney or other authority must reach the Company’s
Registrars, Neville Registrars Limited, Neville House,
Steelpark Road, Halesowen B62 8HD by 11.00 a.m. on 3
January 2022 (or, if the Meetings are adjourned, not less
than 48 hours before the time of any adjourned Meeting).
To appoint more than one proxy, complete a separate
Form of Proxy in relation to each appointment. You may
photocopy the Form of Proxy provided or alternatively
contact the Registrars.
5. To appoint a proxy or proxies or to give an instruction
to your proxy or proxies (whether previously appointed
or otherwise) via the CREST system, CREST messages
must be received by the issuer’s agent (ID number 7RA11)
by 11.00 a.m. on 3 January 2022 (or, if the Meetings are
adjourned, not later than 48 hours before the time of
any adjourned Meeting). For this purpose, the time of
receipt will be taken to be the time (as determined by the
timestamp generated by the CREST system) from which
the issuer’s agent is able to retrieve the message. In order
for a proxy appointment or instruction made using the
CREST service to be valid, the appropriate CREST message
must be properly authenticated in accordance with
Euroclear UK & Ireland Limited’s specifications and must
contain the information required for such instructions,
as described in the CREST Manual. The Company may
treat as invalid a proxy appointment sent by CREST in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
6. A proxy may only be appointed in accordance with the
procedures set out in these notes and the notes to the
Form of Proxy. If you submit more than one valid proxy
appointment, the appointment received last before the
latest time for the receipt of proxies will take precedence.
7.
In order to revoke a proxy instruction you will need to inform
the Company by sending a signed hard copy notice clearly
stating your intention to revoke your proxy appointment
to the Company’s Registrars, Neville Registrars Limited,
Neville House, Steelpark Road, Halesowen B62 8HD
and in the case of a shareholder which is a corporation,
the revocation notice must be executed in accordance
with note (8) below. Any power of attorney or any other
authority under which the revocation notice is signed (or
a duly certified copy of such power or authority) must be
included with the revocation notice and must be received
by the Registrars not less than 48 hours before the time
fixed for the holding of the Meetings or any adjourned
meeting at which the proxy is to attend, speak and vote
provided that in calculating such periods no account shall
be taken of any part of a day that is not a working day. If
you attempt to revoke your proxy appointment but the
revocation is received after the time specified then, subject
to the paragraph directly below, your proxy appointment
will remain valid.
8. A corporation’s Form of Proxy must be executed pursuant
to the terms of section 44 of the Companies Act 2006 or
under the hand of a duly authorised officer or attorney.
9. Any power of attorney or any other authority under which
the Form of Proxy is signed (or duly certified copy of such
power of authority) must be included with the Form of
Proxy.
10. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for
or against the resolution. If no voting indication is given,
your proxy will vote or abstain from voting at his or her
discretion.
Entitlement to vote
11. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the Company specifies that only
those shareholders on the register of members at close
of business on 31 December 2021, or in the event that
the Meetings are adjourned, on such register at 6.00
p.m. on the date two days before any adjourned Meeting
(excluding any part of a day that is not a business day), shall
be entitled to attend, speak and vote at the Meetings or
vote by proxy at the Meetings in respect of the number of
Shares registered in their name at the time. Changes to the
register of members after that time will be disregarded in
determining the rights of any person to attend, speak and
vote or vote by proxy (and the number of votes they may
cast) at the Meetings.
84
chamberlin plc
ANNUAL REPORT AND ACCOUNTS FOR THE PERIOD ENDED 31 MAY 2021
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Financial Statements
Total voting rights
12. As at the date of this document, the Company’s issued
share capital comprised 69,624,792 ordinary shares of
0.1 pence each. Each share carries the right to vote at a
shareholder meeting of the Company and, therefore, the
total number of voting rights in the Company as at the date
of this document is 69,624,792.
Method of voting
13. Voting on all resolutions will be conducted by way of a poll,
rather than on a show of hands.
Corporate representatives
14. A shareholder which is a corporation may authorise
one or more persons to act as its representative(s) at
the Meetings. Each such representative may exercise
(on behalf of the corporation) the same powers as
the corporation could exercise if it were an individual
shareholder, provided that (where there is more than one
representative and the vote is otherwise than on a show of
hands) they do not do so in relation to the same shares.
Documents available for inspection
15. There will be available for inspection at the registered office
of the Company during normal business hours (weekends
and public holidays excepted) from the date of this notice
until the conclusion of the AGM copies of contracts of
service of Directors (including letters of appointment of
non-executive Directors) with the Company or with any of
its subsidiary undertakings.
Biographical details of Directors
16. Biographical details of all Directors who are offering
themselves for election and re-election at the AGM
are set out on page 13 of the enclosed annual report
and accounts.
Explanation of AGM resolutions/business to be
conducted at the General Meeting
17. An explanation of AGM Resolutions 10 to 12 is set out in
the Report of the Directors on page 23.
18. In circumstances where the value of the Company’s
net assets is less than half of its called up share capital
(categorised as a ‘Serious Loss of Capital’), the Directors
are required, pursuant to section 656(1) of the Companies
Act 2006, to convene a general meeting of the Company
for the purpose of allowing shareholders to consider
whether any, and, if so what, steps should be taken to deal
with the situation. The Board would therefore like to ensure
that this matter is addressed accordingly. The Board does
not consider it necessary to propose any resolutions in
relation to this matter at the General Meeting. The Board
does however welcome dialogue with shareholders on this
point and the General Meeting will provide a forum for such
discussions to take place.
Change of address
19. Shareholders should notify the Registrars without delay of
any change of address.
Communications with the Company
20. You may not use any electronic address provided either
in this notice or any related documents (including the
Form of Proxy) to communicate with the Company for any
purposes other than those expressly stated.
www.chamberlin.co.uk
STOCK CODE: CMH
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SHAREHOLDER
INFORMATION
Directors
Keith Butler-Wheelhouse (Non-Executive Chairman)
Kevin Price (Chief Executive)
Alan Tomlinson (Finance Director)
Kevin Nolan (Non-Executive Director)
Trevor Brown (Executive Director)
Company Secretary
Alan Tomlinson
Registered Office
Auditor
Solicitors
Chuckery Road
Walsall
WS1 2DU
Registered in England No. 00076928
Crowe U.K. LLP
Oldbury
DLA Piper
Birmingham
Nominated Advisers and Joint
Brokers
Cenkos Securities plc
London
Bankers
Registrars
Peterhouse Securities Limited
London
HSBC Bank plc
Birmingham
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
West Midlands
B62 8HD
86
chamberlin plc
ANNUAL REPORT AND ACCOUNTS FOR THE PERIOD ENDED 31 MAY 2021
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Financial Statements
Chamberlin & Hill Castings
Limited
Chuckery Road
Walsall, WS1 2DU
Tel: 01922 721411
Fax: 01922 614610
www.chcastings.co.uk
Petrel Limited
22 Fortnum Close
Kitts Green
Birmingham, B33 0LB
Tel: 0121 783 7161
Fax: 0121 783 5717
www.petrel-ex.co.uk
Russell Ductile Castings Limited
Trent Foundry
Dawes Lane
Scunthorpe, DN15 6UW
Tel: 01724 862152
Fax: 01724 280461
www.russellcastings.co.uk
Small complex grey iron castings, for the automotive
sector, hydraulic and mechanical engineering applications.
Products associated with cable management, lighting
design and manufacture for hazardous area and industrial
applications.
Large grey, ductile and alloyed iron castings for a range
of applications including power generation, bearing
housings, steelworks, construction and compressors.
www.chamberlin.co.uk
STOCK CODE: CMH
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Visit us online
For more information on
Chamberlin Group operations
please visit our website at:
www.chamberlin.co.uk
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Chamberlin launched its Emba Cookware brand at the Good Food Show
in Birmingham between 25 November 2021 and 28 November 2021.
Chuckery Road, Walsall, West Midlands, WS1 2DU
T: 01922 707100 F: 01922 638370
E: plc(cid:177)chamberlin.co.uk
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