Annual report and financial statements
31 December 2020
Petards Group plc
Registered number 2990100
Petards
Group plc
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Petards
Group plc
Parallel House, 32 London Road, Guildford, GU1 2AB, United Kingdom
Tel: +44 (0) 1483 230345
www.petards.com
Introduction
Petards’ operations continue to be focused upon the development, supply and maintenance of
technologies used in advanced security, surveillance and ruggedized electronic applications, the
main markets for which are:
Rail – software driven video and other sensing systems for on-train applications sold under the
eyeTrain brand to global train builders, integrators and rail operators, and web-based real-time
safety critical integrated software applications supporting the UK rail network infrastructure sold
under the RTS brand;
Traffic –Automatic Number Plate Recognition (“ANPR”) systems for lane and speed enforcement
and other applications, and UK Home Office approved mobile speed enforcement systems, sold
under the QRO and ProVida brands to UK and overseas law enforcement agencies and commercial
customers; and
Defence – electronic countermeasure protection systems, mobile radio systems and related
engineering services sold predominantly to the UK Ministry of Defence (“MOD”).
Contents
Financial and operational highlights
1
2 Chairman’s statement
Strategic report
4
12 Chairman’s corporate governance statement
19 Directors’ remuneration report
21 Directors’ report
24 Statement of directors’ responsibilities in respect
of the Annual Report and the financial statements
25 Independent auditor’s report to the members of
Petards Group plc
31 Consolidated income statement
32 Statements of changes in equity
33 Balance sheets
34 Statements of cash flows
35 Notes
69 Alternative performance measures glossary
70 Directors, officers and advisors
71 Notice of Annual General Meeting
Perivan 261330
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Petards Group plc Annual report and financial statements 2020 | 1
Overview
Financial and operational highlights
Revenue
Adjusted EBITDA*
Net funds/(debt)
£13.0m –17%
£0.3m +£0.6m
20.0
15.3 15.6
15.7
13.0
1.6
1.6
1.5
£1.2m +1.7m
1.3
1.0
0.8
1.2
0.3
(0.3)
(0.5)
2016
2017
2018
2019
2020
2016
2017
2018
2019
2020
2016
2017
2018
2019
2020
2020
£000
Revenue 13,001
Adjusted EBITDA* 320
Operating loss (1,145)
Loss before taxation (1,238)
Net cash from operating activities 2,398
Net funds/(debt) (cash less debt) 1,179
Current net funds/(debt)* 1,947
Net assets 6,928
*See Alternative Performance Measures Glossary on page 69.
2019
£000
15,706
(281)
(1,287)
(1,462)
142
(525)
(70)
7,478
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2 | Petards Group plc Annual report and financial statements 2020
Chairman’s statement
As reported in my interim statement of 24 September 2020, trading was proving extremely challenging, in particular for the Group’s eyeTrain
operations, which continued to be the case for the remainder of the year. However, after a difficult couple of years, the Board entered 2021
with a high degree of optimism given the strength of the Group’s order book and the expected benefits from the cost alignment programme
commenced in 2019.
Revenues for 2020 were £13.0 million (2019: £15.7 million), on which the Group made an adjusted EBITDA* profit of £320,000
(2019: £281,000 loss), a loss before tax of £1,238,000 (2019: £1,462,000 loss) and a loss after tax of £583,000 (2019: £193,000 loss).
Net cash generated from operating activities in the year totalled £2,398,000 (2019: £142,000) leading to closing cash balances at
31 December 2020 of £2,204,000 (31 Dec 2019: £827,000) and net funds* of £1,179,000 (31 Dec 2019: £525,000 net debt).
Like so many businesses, customers and suppliers alike, it took a while for the implications of the impact of Covid-19 to be fully appreciated
with customers temporarily closing operational units and re-scheduling previously committed delivery dates, both often at very short notice.
For Petards, it meant the Board accelerating its cost alignment programme, but doing so judiciously mindful of the importance of maintaining
the core and essential skill base of its operations to remain in a position to benefit from a recovery in customer activity levels. This was
particularly relevant for eyeTrain operations where the workforce reduced by 40% during the year.
New order opportunities for the Group’s eyeTrain products have been increasingly weighted towards those for the modernisation of existing
rolling stock rather than new build trains. This is providing the opportunity for the Group to expand the installed base of its recently developed
technically advanced on-train sensing systems. It also meets management’s objective to achieve a better balance between larger longer
term, new build train contracts and shorter term retrofit projects requiring little new product development expenditure.
QRO Solutions (QRO) and RTS Solutions (RTS) each had a good year with QRO producing its best financial performance in its history and RTS
securing a 4-year renewal of a significant support contract and with the potential for renewing others in the current year, in turn providing
visibility for future revenues. These acquired businesses have become significant profit and cash flow contributors to the Group, and the
Board believes that both have significant potential for organic growth.
The Board remains open to further expanding the Group through quality acquisitions and the acquisition of rights to product, such as those
of NASBox acquired by QRO in April 2020, with meaningful returns on investment and strong cash generation coupled with growth potential
being the key determinates.
Petards defence services business continued to have difficulty in securing larger equipment contracts for which it tendered, any of which
would have been transformational for the business. This led to the Board taking the decision early this year that, in the absence of compelling
reasons for doing so, it would not pursue such contracts, but would instead focus on smaller engineering support projects, primarily for the
MOD, in areas for which it is already well known and regarded.
Personnel
Covid-19, lockdown, outworking and furlough led to considerable uncertainty in the workplace and in this Petards was no different. Necessary
cuts in the number of employees have been made and sadly, people have left the business under the reorganisation.
Against this background what can be said is that the performance of the businesses throughout 2020 and into 2021 is a reflection of the
professionalism and the support provided by personnel at all levels, including those who knew they would be leaving as a consequence.
The Board would like to thank all personnel for their efforts and wishes those that have left, every success with their careers, and to those who
remain it looks forward to their continued support and contribution in developing and building Petards into a successful growth company.
Environmental, Social and Corporate Governance (ESG)
The Board recognises the importance and the value of ESG and seeks wherever possible to comply with its requirements and in instances
where it is not able to do so fully, then it seeks to observe compliance appropriate to its available resources and to the best of its ability.
The Future
Petards Virtual Technology Centre
A significant development since the year-end has been the establishment of Petards Virtual Technology Centre (PVTC) to capitalise upon the
wider Group’s technical and development expertise. Included in its initial brief is the enhancement of eyeTrain on-train sensing systems
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Petards Group plc Annual report and financial statements 2020 | 3
Overview
through use of “best of breed” third party applications, particularly those related to data capture, transmission and analytics. The first of these
developments is progressing to plan and is expected to enter preliminary trials in the near future.
The Board envisages the PVTC becoming an increasingly important element of the Group’s development through a combination of new
product development, the evolution and improvement of existing products and the evaluation of third-party products that might in some
cases prove to be acquisition opportunities.
Acquisitions
The Board believes its operations in the sectors of Rail, Traffic and Defence possess the springboard from which to broaden its activities and
grow its businesses whether organically, by acquisition or by a combination of both, with Rail and Traffic having the best growth potential.
It is expected that organic growth will be achieved through developing the business where appropriate to do so, into new markets both
home and export and product development; hence the importance of the establishment of the PVTC.
Where the Board feels that growth can be accelerated through acquisition, it will look to do so. Any acquisition will be judged on its quality
and what it does for the Group and its existing business, or in special circumstances if it gives the Group a strategic position in a field within
the Group’s current area of expertise.
While the Group’s business may best be described as electronic engineering and software, by their very nature and the sectors to which they
are allied, this opens the potential for development into the areas of artificial intelligence (AI), data gathering and Big Data, and cyber security.
The Board also believes that at this stage of the Group’s development, an acquisition may well open doors for collaboration with larger
companies.
Negotiating acquisitions is a long process with many, for a variety of reasons, never coming to fruition. Currently discussions are taking place
with potential vendors of their businesses, any of which, if terms can be agreed and the businesses satisfy the due diligence process, would
positively benefit the Group.
Outlook
The Group entered 2021 in good shape with a reduced cost base and a strong, cash positive balance sheet. This was recently supplemented
by the replacement of its existing £0.75 million revolving credit facility with an undrawn £2.5 million CBILS 3-year overdraft facility, which
provides ample capacity to finance any increased working capital requirements arising from a recovery in customer new business activity.
To reflect uncertainty as to how Government’s near term rail investment plans would affect the Group’s order intake, the Board adopted a
cautious approach to the revenue budget for this activity, basing it on already secured systems orders with a de minimis contribution from
new business other than on-going orders for spares and repairs. While the outlook for 2021 order intake is now looking more promising, it
remains too early to say whether such prospective orders might make a meaningful contribution to 2021 revenues.
The first four months of 2021 have started well with all businesses broadly in line or slightly ahead of management expectations in terms of
profitability, and revenues are anticipated to be weighted towards the first half of the year.
On 31 December 2020 the Group’s order book stood at over £12 million, of which £10 million is forecast to be delivered this year giving the
Board confidence that 2021 will prove to be a better year for the Group.
Raschid Abdullah
Chairman
27 May 2021
*See Alternative Performance Measures Glossary on page 69.
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4 | Petards Group plc Annual report and financial statements 2020
Strategic report
Business review
Petards’ operations continue to be focused upon the development, supply and maintenance of technologies used in advanced security,
surveillance and ruggedised electronic applications, the main markets for which are:
l Rail – software driven video and other sensing systems for on-train applications sold under the eyeTrain brand to global train builders,
integrators and rail operators, and web-based real-time safety critical integrated software applications supporting the UK rail network
infrastructure sold under the RTS brand;
l Traffic – Automatic Number Plate Recognition (“ANPR”) systems for lane and speed enforcement and other applications, and UK Home
Office approved mobile speed enforcement systems, sold under the QRO and ProVida brands to UK and overseas law enforcement
agencies and commercial customers; and
l Defence – electronic countermeasure protection systems, mobile radio systems and related engineering services sold predominantly to
the UK Ministry of Defence (“MOD”).
Operating review
Despite the adverse impact of Covid-19 in some areas of its business, the Group made solid progress during the year, returning an adjusted
EBITDA profit, strong cash generation and accelerating its restructuring plans, putting it in a much stronger position to benefit profitably
from any recovery in business levels in 2021 and beyond. Progress was also made in the growth and development of the Group’s Traffic
solutions and a breakthrough was achieved in respect of the sale of maintenance support contracts for some of the Group’s rail customers.
The main concerns identified in the early days of the pandemic were that train building customers’ production levels would be adversely
affected, orders for new train programmes delayed, and orders for defence engineering services reduced in the short term, with MOD project
managers being redeployed to Covid support activities. In the event all three proved to be the case although the expected recovery in train
production programmes later in the year did not transpire. Additionally, with UK rail services being drastically reduced, revenues from spares
and repairs in the year were lower than expected, although with the subsequent increase in train services these appear to be recovering
towards pre-pandemic levels.
The Group’s eyeTrain operations coped with the customer driven changes to delivery schedules and the margin percentage generated
increased from that achieved in 2019. While the 2020 margin included the effect of two contracts with lower profitability brought forward
from 2019, this effect diminished as one was completed in the first half of the year and as the other drew to a close. However, the majority
of 2020 eyeTrain system deliveries were supply only and were repeats of previously supplied equipment, so margins on these were not diluted
by the non-recurring costs that can often affect new projects.
We were pleased that a long-standing objective to persuade eyeTrain customers and end-users of the benefits of long-term support contracts
bore fruit with Siemens Mobility UK placing an initial two-year maintenance contract for the provision of technical and software support,
servicing and repairs for systems fitted to Siemens Desiro City trains used on Thameslink and Moorgate services. This was followed later in
the year by a similar contract for one of the Group’s train operating customers and we are hopeful that further such contracts will be secured.
Increased focus was placed on developing eyeTrain service and support activities and in the latter part of the year a senior appointment was
made to drive this area of our business.
While orders for new eyeTrain systems were delayed, it was encouraging that in October two supply only orders that had been expected
earlier in the year were awarded to Petards. The first worth £1.3 million from Porterbrook Maintenance was for systems to be retro-fitted to
the UK's first tri-mode trains (overhead electric, third rail electric and diesel) all of which have been delivered in 2021. The second smaller
order, from Bombardier Transportation, was to enhance the video and data collection capability of Porterbrook owned Electrostar trains by
retrofitting eyeTrain Track Debris/Third Rail cameras with deliveries starting in 2021 and expected to be complete by early 2023.
The prospects for new systems orders are presently better than had been anticipated at year end but it is too early to judge the timing both
of order awards and their related deliveries. Nevertheless, we are hopeful that customers and Government will continue to progress their
plans for new and refurbished rolling stock projects.
While RTS’s planned growth was affected by customers delaying capital-based expenditure to both develop and expand their systems, its
strong base of recurring software maintenance and support revenues enabled it to continue to generate a valuable contribution to the
Group’s results, albeit slightly behind that achieved in 2019. In the first half year it secured the renewal of one of its larger software support
services contracts for a further four years to June 2024. Since year end other existing licensing and support agreements for its WMS software
have been renewed for a further three years and we expect a key customer to take up the option of extending another large support contract
in the near future.
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Petards Group plc Annual report and financial statements 2020 | 5
Strategic report
The Board is supportive of proposals presented by RTS management to grow its business and it recently approved incremental investment
plans to develop new functionality for RTS’s software solutions, the benefits of which are expected to be seen in 2022.
Defence services achieved higher revenues than in 2019, most of the increase being driven by the delivery of approximately 60% of the
hardware relating to a £1.1 million contract for electronic countermeasures equipment for an MOD programme. The balance of that
equipment is scheduled to be delivered during 2021. Core MOD engineering service contracts continued to provide most of the Group’s
other defence related revenues.
In recent times the Group has been seeking to grow its presence in defence through two main channels. The first has been to secure larger
projects for which the Group has the heritage and capability to successfully execute, and the second to develop its own products.
While the Group has submitted several tenders for larger projects, these have involved competing with major prime contractors to the MOD.
While it has come close, the Group has missed out on each one of these opportunities to such primes. Consequently, we have decided to
focus on smaller, defence related support opportunities, rather than larger equipment supply projects, unless specific opportunities arise for
which the Group’s niche expertise would give it a compelling competitive edge.
In terms of developing its own product, in the second half of 2020 the MOD confirmed that the eyeCraft360 spherical video systems developed
by Petards had successfully completed trials in partnership with the British Army's Armoured Trials and Development Unit. This was clearly a
step forward in eyeCraft360 being potentially specified for fitment to one or more MOD vehicle types. Commercialisation activities with
potential overseas customers were significantly curtailed by Covid-19 international travel restrictions which are presently delayed into the
second half of 2021. An interesting development since year end has been an order from a large international prime contractor for a trial unit
to integrate eyeCraft360 onto one of its own mobile platforms.
While the Group’s operations suffered from the impact that Covid-19 had on its customers in the rail and defence markets, in the Traffic sector
QRO’s strong performance in the first half year continued and it posted record revenues and results for the year. Since its acquisition in 2016
QRO has developed into a larger, more broadly based business and having relocated to new premises in 2019, it further increased capacity
in July by leasing an adjacent unit.
Following the decision in 2019 to increase the value-added content of QRO’s revenues by developing its own hardware as well as software
solutions, in April 2020 it acquired the software and hardware intellectual property rights to Nexus ANPR Smart Box ("NASBox") for £150,000
cash plus an on-going royalty. The NASBox solution creates a fully compliant and cost effective roadside ANPR system when interfaced with
commercial off-the-shelf cameras, such as QRO’s competitively priced ANPR camera offering. Orders and sales in 2020 met management’s
expectations and the indications are that it is a valuable addition and will provide opportunities for further growth.
QRO ended the year strongly when in December, Northamptonshire Police awarded it a £0.8 million order to provide an enhanced and
extended fixed ANPR camera infrastructure on many strategic arterial and rural roads within its region. This was the largest single order ever
awarded to QRO, and 2021 has also started well.
Brexit
The Board continues to monitor the ongoing impact of Brexit on its customer and supplier base, and its current assessment remains that the
specific sectors in which the Group operates are not significantly exposed to particular Brexit risk. The Group’s EU export revenues comprised
only 6% of total revenues in 2020 and mainly relates to trains destined for UK rail projects. While the Group does source components from
EU based suppliers, both directly and indirectly, it has not seen any significant Brexit-related impact in its supply chain. Therefore, the Group
believes that any impact of Brexit on its activities to be minimal. Considering the much wider impact of the Covid-19 pandemic on the global
economy and supply chains, any Brexit impact on the Group that might arise would be increasingly difficult to specifically identify.
Financial review
Operating performance
2020 deliveries were affected by the impact of customer order placement delays and production re-scheduling, which were in large part
Covid-19 related and revenues for the year were lower at £13.0 million (2019: £15.7 million). While the Group’s Traffic and Defence operations
saw large percentage increases in revenue over the prior year, these were only able to mitigate the impact of a significant reduction in eyeTrain
equipment deliveries, and lower associated spares and repairs volumes with fewer train services running post lock down following the
dramatic reduction in passenger numbers.
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6 | Petards Group plc Annual report and financial statements 2020
Strategic report (continued)
Business review (continued)
The gross margin for the year increased to 36.4% from 30.8% in 2019, which together with that for 2018, had been affected by two lower
margin projects. While these also had some impact on 2020, the Group showed improved margins across most activities.
Before exceptional restructuring costs of £425,000, administrative expenses fell by 11% to £5,454,000 (2019: £6,130,000), reflecting the benefits
of the cost realignment programme undertaken in respect of the Group’s eyeTrain, and to a lesser extent, its Defence activities. Administrative
expenses included amortisation and depreciation charges of £1,014,000, slightly up on the £976,000 charged in 2019, and are stated net of
Job Retention Scheme grants received of £141,000.
Earnings before interest, tax, depreciation, amortisation, exceptional items, acquisition costs and share based payment charges (“adjusted
EBITDA”) improved to a profit of £320,000 compared with a 2019 loss of £281,000.
Net financial expenses reduced to £93,000 (2019: £176,000) mainly due to a lower foreign exchange charge, but also due to lower interest
on the Group’s term loan, that financed its acquisition of RTS, as the loan reduces.
The tax credit of £655,000 for the year (2019: £1,269,000 credit) includes R&D tax credits totalling £748,000, relating to prior years’ R&D activities.
The cash refunds received in the year were £1,660,000 of which £733,000 relates to tax credits recognised in 2020 and a further £927,000 to
those recognised in 2019. The balance of the 2020 tax credit was a net charge of £93,000 comprising a deferred tax charge arising from the
surrender of previously recognised losses for R&D tax credits offset by deferred tax credits from the recognition of 2020 losses and the change
in tax rate from 17% to 19%.
The overall result for the Group for the year was a loss after tax of £583,000 (2019: £193,000 loss) and a basic and diluted loss per share of
1.01p (2019: 0.34p loss).
Research and development
The Group continues to invest in its software and hardware solutions developed both internally and externally. Overall investment totalled
£1,434,000 (2019: £1,386,000) with £150,000 related to the acquisition of the intellectual property rights of NASBox and £1,284,000 to the
Group’s own development activities, of which £371,000 was capitalised (2019: £696,000). The capitalised development costs related
predominantly to the Group’s eyeTrain advanced on-train sensing software and systems. In addition to eyeTrain, the Group continued to invest
in the development roadmaps of QRO, RTS and eyeCraft360.
Cash, cash flow and net debt
Net cash inflows from operating activities for the year, after restructuring costs, were £2,398,000 (2019: £142,000), of which £1,660,000 related
to R&D tax credits arising from the substantial investment in product development over the period 2017 to 2019.
Net cash outflows from investing activities were £543,000 (2019: £963,000) and arose from the investment in capitalised product development
and the acquisition of NASBox intellectual property rights. As was the case in 2019, the main net financing outflows of £478,000 (2019:
£469,000) related to repayments of the 5-year term loan and the principal paid on lease liabilities.
At 31 December 2020 the Group’s cash and cash equivalents were £2,204,000 (2019: £827,000). While the Group incurred a significant loss
before tax in the year, the receipt of substantial R&D tax credits and reductions in working capital resulted in the net increase in cash and
cash equivalents of £1,377,000.
Net funds at 31 December 2020 were £1,179,000 (2019: £525,000 net debt) after deducting IFRS 16 lease liabilities of £398,000 (2019: £471,000).
During the year the Group had available to it a £0.75 million revolving credit facility although this has never been drawn. Post year-end the
Group’s bankers agreed that this be replaced with a 3-year £2.5 million CBILS overdraft facility to provide the Group with the capacity to
finance additional working capital should that be required.
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Petards Group plc Annual report and financial statements 2020 | 7
Strategic report
Our businesses, business model and strategy
Petards Group plc was listed on AIM in 1997 and the Group supplies advanced security and surveillance systems to three markets:
Rail – Software driven on-board digital video and sensor systems for fitment to new build or retrofitted to existing rolling stock. Applications
include Driver Controlled Operation (DCO), condition monitoring, saloon car CCTV, drivers view cameras and automatic passenger counting
systems, as well as software solutions and services that support the UK rail network including incident and fault management, work site
management, resource management, machine plant and asset/inventory management.
Traffic – ANPR systems for lane and speed enforcement and other applications, and UK Home Office approved mobile speed enforcement
systems, sold under the QRO and ProVida brands to UK and overseas law enforcement agencies and commercial customers.
Defence – Electronic defensive countermeasure systems for fitment to rotary and fixed wing aircraft, threat simulation systems and mobile
radios predominantly for the UK Ministry of Defence.
The Group’s customer base mainly comprises international ‘blue chip’ and government agencies and their strength, often global, gives rise
to the opportunity to develop Petards’ business through the provision of good quality professional service in support of its existing and future
product ranges.
The Group develops its own products and services for sale to the Rail and Traffic markets whereas within the Defence market, in which it has
a heritage of nearly 70 years, it is a specialist “value added” re-seller and supplier of related engineering services.
The Board believes that the Group operates in growth areas and that it has the products and services plus available technical and technological
skills to develop new products as well as the sales and marketing abilities to become a larger and more successful operator in each of the
sectors in which it operates.
The Group’s overriding objective is to achieve attractive and sustainable rates of growth and returns for shareholders and its strategy to
achieve this objective is:
l to focus upon the Group’s core products which are used in the rail, defence and traffic industries;
l to continue to invest in developing technologies to enhance its product portfolio;
l to increase revenues both organically by exploiting the synergies within the Group and by acquisition;
l to expand revenues globally into the Group’s target markets; and
l to improve operating margins through cost management.
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8 | Petards Group plc Annual report and financial statements 2020
Strategic report (continued)
Key performance indicators
The Group uses a number of key performance indicators (KPI’s) to monitor its progress against its objectives. These KPI’s, have been identified
as measures that key stakeholders find useful, and which have a focus on those that provide a measure of business growth, cash generation,
total indebtedness and that requiring servicing within one year and comparability with similar businesses.
In addition to on time delivery and quality standards, the main KPI’s, which have been reported on in the Financial Review, are:
Revenue
Adjusted EBITDA1
Net cash from operating activities
Net funds/(debt)2
Current net funds/(debt)3
2020
£000
2019
£000
13,001
15,706
320
2,398
1,179
1,947
(281)
142
(525)
(70)
1 Adjusted EBITDA comprises operating profit adjusted to remove the impact of depreciation, amortisation, exceptional items, acquisition costs and share based payments. A
reconciliation of Adjusted EBITDA to operating profit is included on the face of the consolidated income statement.
An Adjusted EBITDA KPI is considered useful to the Board since by removing exceptional items, acquisition costs and share based payments, the year on year operational
performance comparison is more transparent.
2 Net (debt)/funds comprises cash and cash equivalents (note 16) less interest bearing loans and borrowings (note 17).
3 Current net funds comprises cash and cash equivalents (note 16) less current liabilities in respect of interest bearing loans and borrowings, (note 17) excluding liabilities on the
adoption of IFRS 16 ‘Leases’.
See Alternative Performance Measures Glossary on page 69 for a full list of Alternative Performance Measures.
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Petards Group plc Annual report and financial statements 2020 | 9
Strategic report
Principal risks and uncertainties
The management of the business and the execution of the Group’s strategy is subject to a number of risks. The main business risks affecting
the Group are outlined below. Potential risks relating to Covid-19 and Brexit and the assessment of the impact of these have been addressed
separately above.
The Group may face increased competition – the Group may face greater competition including that from competitors with greater capital
resources than those of the Group.
The Group may need future access to capital – the Group’s capital requirements depend on numerous factors. In order to make future acquisitions
and to fund growth, the Group may require further financing. This may not be able to take place if financing is not available.
The financial results of the Group can be materially affected by the timing of large contracts – the Group’s revenue is generated from a mix of
longer and shorter lead time orders. The timing of order placement and delivery of the larger orders is inherently difficult to predict potentially
causing material fluctuations in actual results compared with expectations or plans.
Government expenditure – many of the industries that utilise the Group’s products receive funding from central and local governments. The
levels of funding for those industries may impact on demand for the Group’s products. The Group has sought to mitigate this potential
exposure by increasing its geographic customer base and by supplying a range of products and services.
Dependence on key personnel – the Group’s performance depends to a significant extent upon a limited number of key employees. The loss
of one or more of these key employees and the inability to recruit people with the appropriate experience and skills could have a material
adverse effect on the Group. The Group has endeavoured to ensure that these key employees are incentivised, but their retention cannot be
guaranteed.
Technological changes – the Group’s product offerings may be under threat should technologies be developed by competitors that render
those products either redundant or uncompetitive. This could potentially result in a reduction in revenues generated by the products affected.
The Group also incurs expenditure in developing new products and services. Should such development projects not be successfully
completed or result in offerings that are not attractive to customers, the costs incurred may not be fully recoverable.
Currency risk – the Group buys from suppliers and sells to customers based outside of the UK and consequently these dealings may be in
foreign currencies that are subject to exchange rate fluctuations. The Group actively manages these exposures with foreign currency
instruments, unless there is a natural hedge between purchases and sales. The principal currencies involved are US dollars and Euros.
Further details regarding the key accounting estimates and judgements are included in note 1.
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10 | Petards Group plc Annual report and financial statements 2020
Strategic report (continued)
Directors’ statement under section 172 (1) of the
Companies Act 2006
This section serves as our section 172 statement and should be read in conjunction with the rest of the Strategic Report set out on pages 5
to 11 (inclusive).
The Board is collectively responsible for the decisions made towards the long-term success of the Company and the directors are fully aware
of their duty to promote the success of the Company in accordance with section 172 of the Companies Act 2006. Section 172 requires
directors to take into consideration the interests of various stakeholders in their decision making, have regard, amongst other things, to:
a.
b.
c.
d.
e.
f.
the likely consequences of any decision in the long term;
the interests of the Company’s employees;
the need to foster the Company’s business relationship with suppliers, customers and others;
the impact of the Company’s operations on the community and environment;
the desirability of the Company maintaining a reputation for high standards of business conduct; and
the need to act fairly as between members of the Company.
Employees
Our employees are one of the primary assets of our business and the Board recognises that our employees are the key resource which enables
delivery of the Company’s vision and goals. Pay reviews are carried out to determine whether all levels of employees are benefitted equally
and to retain and encourage skills vital for the business. Given the challenges and risks posed by the Covid-19 pandemic, employee welfare
was at the forefront of directors’ minds during 2020. Employee interests were fully taken into consideration by the Board and the executive
directors when implementing cost savings in response to changing market conditions and reduced revenues. Where possible, the Group
sought to preserve jobs for example, by utilising furlough schemes and re-deploying staff to other duties.
Suppliers, Customers and Regulatory Authorities
The Board acknowledges that a strong business relationship with suppliers and customers is a vital part of its growth. Whilst day to day
business operations considering suppliers and customers are delegated to local executive management, the Board sets directions and
evaluates policies with regard to new business ventures and investing in research and development. The Board upholds ethical business
behaviour and encourages management to seek comparable business practices from all suppliers and customers doing business with the
Company. We value the feedback we receive from our stakeholders and we take every opportunity to ensure that where possible, their wishes
are duly considered.
Community and Environment
The Board seeks to uphold high standards of care towards the community and environment and is conscious of the fact that the nature of
the Company’s business may require measures to help protect the environment. The Group has various recycling and waste reduction
programmes and when developing new electronic products seeks to reduce their power consumption. Community engagement has
included the support of apprenticeships.
Maintaining High Standards of Business Conduct
The Company is incorporated in the UK and governed by the Companies Act 2006. The Company has adopted the Quoted Companies
Alliance Corporate Governance Code 2018 (the ‘QCA Code’) and the Board recognises the importance of maintaining a high level of corporate
governance, which together with the requirements to comply with the AIM Rules ensures that the interests of the Company’s stakeholders
are safeguarded. The Company’s expectation of honest, fair and professional behaviour is reflected by this and there is zero tolerance for
bribery and unethical behaviour by anyone relating to the Company. The importance of making all staff feel safe in their environment is
maintained and a Whistleblowing policy is in place to enable staff to confidentially raise any concerns freely and to discuss any issues that
arise. Strong financial controls are in place and are well documented.
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Petards Group plc Annual report and financial statements 2020 | 11
Strategic report
Shareholders
The Board places equal importance on all shareholders and recognises the significance of transparent and effective communications with
its investors. As an AIM listed company there is a need to provide fair and balanced information in a way that is understandable to all
stakeholders and particularly our shareholders. The primary communication tool with our shareholders is through the Regulatory News
Service, (“RNS”) on regulatory matters and matters of material substance. The Company’s website provides details of the business, details of
the Board and Board Committees, changes to major shareholder information, QCA Code disclosure and updates under AIM Rule 26. Changes
are promptly published on the website to enable the shareholders to be kept abreast of Company’s affairs. The Company’s Annual Report
and Notice of Annual General Meetings (AGM) are available to all shareholders. The Interim Report and other investor presentations are also
available for the last six years and can be downloaded from our website. The Board acknowledges that encouraging effective two-way
communication with shareholders encourages mutual understanding and better connection with them. The benefits include improved
information on the business and its performance, appropriate consideration of all shareholders views, as well as instilling trust and confidence
to allow informed investment decisions to be made.
Strategic activity during the year.
While dealing with and mitigating the effects of the Covid-19 pandemic was a major unplanned activity, in the year to 31 December 2020
the main strategic activities of the Board were.
Significant events/decisions Key Section 172 matters affected Actions and impact
Realignment of cost base in line
with the changing nature of the UK
rail market with government led
investment in new rolling stock
re-
projects being
focussed on the refurbishment of
existing rolling stock, coupled with
impact of Covid-19 of reduced
revenues and delays in placement of
customer orders.
increasingly
ProVida product line transferred to
QRO consolidating all Traffic
Technology activities under QRO
management. Strategy to broaden
in-house ‘best of breed’ solutions
enhanced by acquisition of
NASBox intellectual property rights.
Signed on behalf of the Board
Osman Abdullah
Group Chief Executive
Shareholders and employees
Employee engagement during the process sought to
preserve jobs for example, by utilising furlough schemes
and re-deploying staff where possible.
The realignment of the cost base has been structured to
ensure the retention of the Group’s core skills base and
remaining capable of taking advantage of new contract
award opportunities as they arise.
Shareholder value expected to increase.
Shareholders, employees, customers, suppliers and the
environment
Shareholder value expected to increase.
Improved employee opportunities.
Improved customer and supplier engagement.
Parallel House
32 London Road
Guildford
Surrey
GU1 2AB
27 May 2021
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12 | Petards Group plc Annual report and financial statements 2020
Chairman’s corporate governance statement
The Board is collectively responsible for Corporate Governance and I, as Chairman of the Board, am ultimately responsible for ensuring that
a high level of Corporate Governance is embedded in the Company’s culture.
As a company whose shares are traded on the Alternative Investment Market (‘AIM’) of the London Stock Exchange, Petards Group plc
recognises its responsibility for the proper management of the Company and the importance of sound corporate governance, commensurate
with the size and nature of the Company and the interests of its shareholders. In accordance with AIM Rule 26, which requires AIM companies
to comply with a recognised code of Corporate Governance, the Board believes that the Quoted Companies Alliance Corporate Governance
Code 2018 (the “QCA Code”) provides a suitable framework by which it is able to continue to commit to maintaining high standards of
corporate governance. Accordingly, the Company complies with the 10 principles of the QCA Code where considered relevant and
appropriate, having regard to the size, current stage of development and resources of the Company.
The QCA Code is applied by the Company primarily through its Board process, which includes regular meetings covering financial as well as
non-financial matters which affect not only the Company’s shareholders but other significant stakeholders, including employees. The Board
process and corporate governance is enhanced by the establishment of Audit, Remuneration and Nominations Committees.
The Board believes that, having regard to the size of the Group, its stage of development and the resources it has available, its governance
structures and practices are in compliance with the expectations of the QCA Code.
Set out below are the 10 principles of the QCA Code, together with a summary under each heading explaining how the Company has applied
these. In fulfilling their responsibilities, the directors believe that they govern the Company in the best interests of its shareholders, whilst
having due regard to the interests of other stakeholders in the Group including, in particular, customers, employees and creditors.
1. Establish a strategy and business model which promotes long-term value for shareholders
Application
The Board must be able to express a shared view of the Company’s purpose, business model and strategy. It should go beyond the simple
description of products and corporate structures and set out how the Company intends to deliver shareholder value in the medium to long-
term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the Company
from unnecessary risk and securing its long-term future.
Compliance
The Company's vision is to invest in and develop its business to deliver long term, sustainable growth in shareholder value. This may come
from organic growth, acquisitions or divestments.
The strategy for achieving this focuses on maintaining acceptable gross profit margins, underpinned with sensible cost and cash management,
having regard to perceived risks within the industry market and sector parameters, as well as the macro economic environment.
The Chairman’s Statement and Strategic Report include detailed analysis of the Group’s strategy, financial performance, principal risks and
uncertainties and future expectations.
2. Seek to understand and meet shareholder needs and expectations
Application
Directors must develop a good understanding of the needs and expectations of all elements of the Company’s shareholder base. The Board
must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.
Compliance
The Board recognises and understands that it has a fiduciary responsibility to the shareholders. The Board is aware of the need to protect the
interests of minority shareholders and balancing these interests with those of any more substantial shareholders. The Chairman is responsible
for ongoing dialogue and relationships with shareholders supported by the other executive directors. As such, members of the Board meet
with the Company’s larger shareholders during the course of the year. The Annual General Meeting is always an opportunity for the Board to
communicate with shareholders and the Board welcomes the attendance and participation of all shareholders.
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Petards Group plc Annual report and financial statements 2020 | 13
Corporate governance
This communication allows the Board to understand the shareholders’ views, and to ensure that the strategies and objectives of the Group
are aligned with shareholders. In its decision-making, the Board will have regard to the ascertained expectations and needs of its shareholders
(as appropriate in accordance with its statutory and fiduciary duties).
The Group’s website (www.petards.com) allows shareholders access to information including; contact details, major shareholders and the
current share price. In addition, all announcements issued since 2014 via RNS are available, together with an archive of recent financial reports
and accounts and interim statements.
The resolutions to be put to a vote at each AGM can be found at the back of the relevant Annual Financial Report and the Financial Reports
and Circulars section of the Company's website for any forthcoming AGM. Past AGM resolutions can be found at the back of each Annual
Financial Report with the results now published in the RNS section.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term
success
Application
Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers,
customers, regulators and others). The Board needs to identify the Company’s stakeholders and understand their needs, interests and
expectations.
Where matters that relate to the Company’s impact on society, the communities within which it operates or the environment have the
potential to affect the Company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated
into the Company’s strategy and business model.
Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all
stakeholder groups.
Compliance
The Group’s responsibilities to stakeholders including staff, suppliers and customers and the wider society are also recognised as important
to the delivery of the Company’s business objectives.
The Company is committed to a series of Corporate Social Responsibility principles that provide a reference point for all stakeholders on the
elements that define the conduct of the Company’s business and relationships in the geographical markets in which it operates.
These principles are subject to periodic review and cover the following areas; ethics and business conduct, employees (including our supply
chain), health and safety, environment and community.
The environmental impact of the Group’s activities is carefully considered, and the maintenance of high environmental standards is a priority.
The Group is committed to reducing that impact as far as reasonably possible through full regulatory compliance, recycling programmes
and other initiatives.
The Board has regard to the feedback of relevant stakeholders in its decision-making and the formulation of strategy.
4. Embed effective risk management, considering both opportunities and threats, throughout the
organisation
Application
The Board needs to ensure that the Company’s risk management framework identifies and addresses all relevant risks in order to execute
and deliver strategy; companies need to consider their extended business, including their supply chains, from key suppliers to end-customer.
Setting strategy includes determining the extent of exposure to the identified risks that the Company is able to bear and willing to take (risk
tolerance and risk appetite).
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14 | Petards Group plc Annual report and financial statements 2020
Chairman’s corporate governance statement (continued)
Compliance
The Board has established Audit and Remuneration Committees full details of which are contained in principle 9, below.
The Company also receives feedback from its external auditors on the effectiveness of its internal control structure.
The Audit Committee believes that there should be no internal audit function for the Group at this time considering the size of the Group
and the close involvement of senior management over the Group’s accounting systems. However, the Committee will keep this matter under
review in the event that circumstances warrant an internal function in the future.
In addition to the activities of the Board’s sub-committees, the Board approves the annual budget each year. This process allows the Board
to identify key performance targets and risks expected during the upcoming year. The Board also considers the agreed budget when reviewing
trading updates and considering expenditures throughout the year. Progress is monitored via monthly reporting of actual financial
performance against budget. Where appropriate, forecasts are prepared to further appraise any risks arising during the year.
The Group has clear authority limits deriving from the list of matters reserved for decision by the Board, including capital expenditure
approval procedures.
The Board regularly reviews and monitors Key Performance Indicators, including those related to banking covenants.
The Board plans to develop a risk register to assist in addressing and monitoring the risks critical to executing and delivering its strategy.
5. Maintain the Board as a well-functioning, balanced team led by the Chair
Application
The Board members have a collective responsibility and legal obligation to promote the interests of the Company and are collectively
responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance
lies with the Chair of the Board.
The Board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the
matters requiring a decision or insight.
The Board should have an appropriate balance between executive and non-executive directors and should have at least two independent
non-executive directors. Independence is a Board judgement and takes into account length of time directors have been involved with the
Company and any interests in shares held.
The Board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to
discharge their duties and responsibilities effectively.
Directors must commit the time necessary to fulfil their roles.
Compliance
The principal risks faced by the Group are addressed by the appointment of an experienced executive Board supported by an experienced
independent non-executive director and a team of appropriately qualified professional advisers.
The executive directors are closely involved in the day to day operations of the Group and report to the Board in detail, typically on a monthly
basis. Their reports include the status and trends of agreed Key Performance Indicators that are noted in the Group's Annual Financial Report
in the Strategic Report and Financial and Operational Highlights.
Ten main Board meetings were held during 2020. The Board records attendance at all Board meetings and the table below shows attendance
by each director.
Raschid Abdullah
Osman Abdullah
Paul Negus
Terry Connolly
10/10
10/10
10/10
10/10
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Petards Group plc Annual report and financial statements 2020 | 15
Corporate governance
The Board currently comprises three executive directors and one independent non-executive director. Biographical details of the directors
are provided in the Directors’ Report.
The role of the independent non-executive director is to bring independent judgement to Board deliberations and decisions. The independent
non-executive director has no personal financial interest, other than as a shareholder, in the matters to be decided and although he has
served for 13 years the Board is satisfied that he is independent in terms of character and judgement.
The Board believes that based on the size of the Company, its current stage of development and its internal resources, having only one
independent non-executive director represents a sufficient balance and level of independence. The Board reviews these factors regularly
and considers whether, or at what stage of the Company’s development, a second independent non-executive director will be required to
further enhance this balance.
The Board has sub-committees appointed to review the specific matters of Audit, Remuneration and Nominations. The Audit and
Remuneration Committees are chaired by the independent non-executive director and the whole Board undertakes the responsibilities of
the Nominations Committee. Further details are provided under principle 9, below.
The Board is confident that each current member has the necessary skills, experience and knowledge to discharge his duties and
responsibilities effectively and that each commits the time necessary to fulfil his role.
6. Ensure that between them the directors have the necessary up-to-date experience, skills and
capabilities
Application
The Board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance
of personal qualities and capabilities. The Board should understand and challenge its own diversity, including gender balance, as part of its
composition.
The Board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a Board.
As companies evolve, the mix of skills and experience required on the Board will change, and Board composition will need to evolve to reflect
this change.
Compliance
Each Board director has a wealth of knowledge and experience of the Group’s business operations and financial management, and of the
market the sector in which it operates.
The Board is collectively aware of its need to consider and review its composition, in terms of individual personalities, diversity and gender.
Having regard to the size and stage of development of the Group and of its internal resources and management support structure beneath
it, the Board believes that it currently has an appropriate mix of personal qualities, experience and capability.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Application
The Board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.
The Board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify
development or mentoring needs of individual directors or the wider senior management team.
It is healthy for membership of the Board to be periodically refreshed. Succession planning is a vital task for Boards. No member of the Board
should become indispensable.
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16 | Petards Group plc Annual report and financial statements 2020
Chairman’s corporate governance statement (continued)
Compliance
The Board undertakes regular monitoring of personal and corporate performance using agreed key performance indicators and detailed
financial reports.
Key performance indicators include; revenues, Adjusted EBITDA, pre-tax profit, cash generation, net cash, net assets and earnings per share.
The Board considers the need for refreshing its membership and is also responsible for succession planning. Having regard to the size and
stage of development of the Group and of its internal resources and management support structure beneath it, the Board believes that it
currently has an appropriate mix of personal qualities, experience and capability and that it undertakes sufficient procedures to review its
own effectiveness and performance as a unit, as well as that of its committees and individual members.
8. Promote a corporate culture that is based on ethical values and behaviours
Application
The Board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and
a source of competitive advantage.
The policy set by the Board should be visible in the actions and decisions of the Chief Executive and the rest of the management team.
Corporate values should guide the objectives and strategy of the Company.
The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance
and reward system should endorse the desired ethical behaviours across all levels of the Company.
The corporate culture should be recognisable throughout the disclosures in the Annual Report, website and any other statements issued by
the Company.
Compliance
The Board is committed to embodying and promoting a sound corporate culture and has endorsed various policies which require ethical
behaviour of staff and relevant counterparties (such as those mandating anti-corruption, anti-counterfeiting, fair treatment and equality of
opportunity).
The Board and management conduct themselves ethically at all times. The Group values its reputation for ethical behaviour and has a set of
values that are at the core of its business philosophy.
9. Maintain governance structures and processes that are fit for purpose and support good decision-
making by the Board
Application
The Company should maintain governance structures and processes in line with its corporate culture and appropriate to its:
– size and complexity; and
– capacity, appetite and tolerance for risk.
The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of
the Company.
Compliance
Whilst the Company recognises the importance of high standards of Corporate Governance, the Board has sought to address the matter in
a proportionate way having regard to the size and resources of the Group.
The principal risks faced by the Group are addressed by the appointment of an experienced executive Board, supported by an experienced
independent non-executive director, an experienced, capable and diverse operational management support structure and a team of
appropriately qualified external professional advisers.
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Petards Group plc Annual report and financial statements 2020 | 17
Corporate governance
The Board aims to hold twelve formally constituted meetings per annum at which it typically reviews the Group’s financial performance and
risk profile and considers strategies for future growth.
The Board is supported by the Company Secretary who records and distributes minutes of the meetings on a timely basis.
In support of its aim of maintaining governance structures and processes, the Board has sub-committees appointed to review the specific
matters of Audit, Remuneration and Nominations.
Audit Committee
The Audit Committee is responsible for ensuring that the financial performance of the Group is properly reported on and monitored and for
meeting the auditors and reviewing their reports in relation to the accounts and the audit. It holds a formal meeting with the external auditors
at least twice a year.
The Audit Committee evaluates the independence and objectivity of the external auditor and takes into consideration all United Kingdom
professional and regulatory requirements. Consideration is given to all relationships between the Group and the audit firm including in
respect of the provision of non-audit services. The Audit Committee considers whether those relationships appear to impair the auditor’s
judgement or independence. The Audit Committee believes they do not.
The Audit Committee believes that there should be no internal audit function for the Group at this time considering the size of the Group
and the close involvement of senior management over the Group’s accounting systems. However, the Committee will keep this matter under
review in the event that circumstances warrant an internal function for the Group in the future.
Remuneration Committee
The Remuneration Committee is responsible for setting the scale and structure of the executive directors' remuneration. It also recommends
the allocation of share options to directors and other employees.
The responsibilities of both the Audit and Remuneration Committees are undertaken by the Company’s independent non-executive director,
who seeks independent advice from external advisors as he feels is appropriate and necessary.
Nomination Committee
The whole Board undertakes the Nomination Committee responsibilities. The remit comprises all new appointments of directors and senior
management throughout the Group; nominations, interviewing, taking up references and considering related matters.
10. Communicate how the Company is governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders
Application
A healthy dialogue should exist between the Board and all of its stakeholders, including shareholders, to enable all interested parties to come
to informed decisions about the Company.
In particular, appropriate communication and reporting structures should exist between the Board and all constituent parts of its shareholder
base. This will assist:
– the communication of shareholders’ views to the Board; and
– the shareholders’ understanding of the unique circumstances and constraints faced by the Company.
It should be clear where these communication practices are described.
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18 | Petards Group plc Annual report and financial statements 2020
Chairman’s corporate governance statement (continued)
Compliance
The Board is conscious of the need to engage with shareholders and other stakeholders so that interested parties have sufficient information
on which to make informed decisions about the Company.
The Company’s Annual Financial Report provides information on a number of key areas, including the following:
– corporate governance, including reference to the QCA Code;
– operational and financial review
– a summary of the business, the business model and strategy;
– significant risks and uncertainties;
– significant accounting policies and particularly areas which are subject to judgements, estimates and assumptions; and
– a Remuneration Committee Report.
No separate Audit Committee Report is provided as its Chairman considers that its activities are adequately set out within Principle 9 above.
The Company’s website provides further information on a number of key areas, including the following:
– material on the Company’s Corporate Governance Framework;
– the AGM Statement and results of voting at the AGM;
– Regulatory News; and
– historical Annual Financial Reports.
Both this Annual Financial Report and the Company’s website provide information on forthcoming AGMs and a list of external advisers.
Further details regarding the communication between the Company and its shareholders is explained in the disclosure above against principle 2.
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Petards Group plc Annual report and financial statements 2020 | 19
Corporate governance
Directors’ remuneration report
Remuneration Committee
The Remuneration Committee is presently comprised of Mr T Connolly.
Remuneration policy
The Remuneration Committee reviews the performance of executive directors and sets the scale and structure of their remuneration and
other benefits. Individual rewards and incentives are aligned with the performance of the Group and the interests of the shareholders and
are set at an appropriate level in order to attract, retain and motivate executives who are expected to meet challenging performance criteria.
The committee also recommends the allocation of share options to directors and other employees.
Service contracts
No directors have contracts of service with notice periods that exceed 12 months.
Directors’ emoluments
Details of individual director’s emoluments are set out in note 4 to the financial statements.
Directors’ share interests
The directors’ beneficial interests in the shares of the Company at the year-end were as follows:
Ordinary
Shares of
1p each at
Ordinary
Shares of
1p each at
31 December 31 December
2019
2020
R Abdullah
O Abdullah
T Connolly
P Negus
3,476,909
3,476,909
2,139,948
2,139,948
30,000
30,000
575,000
575,000
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20 | Petards Group plc Annual report and financial statements 2020
Directors’ remuneration report (continued)
Directors’ interests in share options
At 31 December 2020 the number of options to subscribe for ordinary shares of 1p held by directors was as follows:
Number of
options at Exercised
1 January during
2020 the year
R Abdullah 850,000 –
575,000 –
O Abdullah 1,312,500 –
850,000 –
575,000 –
P Negus 300,000 –
Granted
Number of
options at
during 31 December
2020
the year
850,000
575,000
Exercise
price
(pence)
12.25p
21.50p
Date first
exercisable
Expiry date
06.01.19
05.01.26
31.10.21
30.10.28
1,312,500
8.00p
25.11.13
24.11.23
850,000
575,000
300,000
12.25p
21.50p
21.50p
06.01.19
05.01.26
31.10.21
30.10.28
31.10.21
30.10.28
–
–
–
–
–
–
The share price at 31 December 2020 was 13.00p and the share price ranged during the year from 4.15p to 14.50p.
There have been no changes to directors’ interests since the year end.
Non-executive director
Fees for the non-executive director are determined by the Board as a whole having regard to the time devoted to the Company’s affairs. The
non-executive director is not part of any pension, share option or bonus schemes of the Group.
Terry Connolly
Director
27 May 2021
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Directors’ report
Petards Group plc Annual report and financial statements 2020 | 21
Corporate governance
The directors present their report and financial statements for the year ended 31 December 2020.
Board of directors and directors’ interests
The Board currently comprises an executive Chairman, two executive directors and one non-executive director as follows:
Raschid Abdullah – Executive Chairman
Raschid was appointed executive Chairman in January 2013 and until its purchase by Petards was also executive Chairman of Water Hall
Group plc, which was listed on AIM.
He was previously executive Chairman of Evered Holding plc, a fully listed public company specialising in industrial and quarry related
products, from 1982 to 1989. Raschid started his commercial life within the construction industry in the areas of building product supplies
and the provision of specialist subcontracting services starting his first business in 1971 which he sold to a competitor in 1976.
He then joined the family business providing a range of services to clients in the Middle East. These included owning and operating family
and procurement offices for prominent families and their businesses, and co-investing in the UK stock market with a number of Middle
Eastern families. He is a Life Fellow of the Royal Society of Arts.
Osman Abdullah – Group Chief Executive
Osman Abdullah was appointed to the Board in September 2010 as a non-executive director, becoming executive Chairman of the Group's
principal trading subsidiary in 2013 to lead its restructure. He was appointed as Group Chief Executive from January 2016.
He was formerly Group Chief Executive of Evered Holdings plc, a fully listed public company specialising in industrial manufacturing,
distribution and quarry mining related products from 1981 to 1989. He subsequently served from 1993 to 2005 as a non-executive director
of Umeco plc, a fully listed company specialising in component distribution and the manufacture of composite material based products
principally to the aerospace industry.
Paul Negus – Director
Paul Negus joined the Board in September 2014 and is responsible for business development for Petards’ rail products. He has considerable
commercial experience having spent eight years as Managing Director of PIPS Technology Limited, a developer of automatic number plate
recognition and CCTV systems first under private ownership and latterly under the ownership of Federal Signal Inc.
Terry Connolly FCA – Non-Executive Director
Terry Connolly was appointed in August 2007. He is a chartered accountant and had a career in advertising and the entertainment sector
where as Group Managing Director of Chrysalis he was responsible for taking that company to a public listing. Since 1989 he has been a
self-employed consultant specialising in strategic and corporate affairs. He is Chairman of the Audit and Remuneration Committees.
Directors’ interests in the share capital of the Company are set out in the Remuneration Report.
Research and development
The Group is committed to research and development activities in order to secure competitive advantage in the markets in which it operates.
An amount of £371,000 (2019: £696,000) has been capitalised during the year which relates to the ongoing development of the Group’s rail
products. In addition, the Group expensed other development expenditure totalling £913,000 (2019: £690,000) directly to the
Income Statement.
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22 | Petards Group plc Annual report and financial statements 2020
Directors’ report (continued)
Financial instruments and financial risk management
The Group presently finances its operations through a mixture of cash resources, bank borrowings, retained earnings and share capital. Its
principal financial instruments comprise cash and bank borrowings together with trade receivables and trade payables.
The Group’s other financial instruments arise from its day to day operations and comprise primarily of short term debtors and creditors and,
where deemed appropriate, forward currency contracts.
Further details of the Group’s financial instruments are given in note 22 to the financial statements and the directors consider the principal
risks associated with the Group’s financial instruments to be liquidity risk and currency risk.
Employment policies
The Group has established policies to comply with the relevant legislation and codes of practice regarding employment and equal
opportunities. It keeps its employees informed of matters affecting them as employees through regular team briefings throughout the year
and has a policy that training, career development and promotion opportunities should be available to all employees.
It is the Group’s policy to give full and fair consideration to applications for employment by people who are disabled, to continue wherever
possible the employment of staff who become disabled and to provide equal opportunities for the career development of
disabled employees.
Fostering relationships with stakeholders
The Board is committed to fostering good relationships with stakeholders and its approach is outlined in the Section 172 Statement on
page 10.
Disclosure of information to auditor
The directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware, there is no relevant
audit information of which the Company’s auditor is unaware; and each director has taken all the steps that they ought to have taken as a
director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.
Substantial shareholdings
At 24 May 2021 the Company was aware of the following interests in three percent or more of its issued share capital.
Name of holder
El-Khereiji Financial Company WLL
Charwell Investments Limited
R M Abdullah
A Perloff
O Abdullah
Miton UK Microcap Trust PLC
Chelverton Growth Trust plc
M T Zahid
Y T Zahid
T W G Charlton
Number
of shares
Percentage
held
8,615,269
5,083,767
3,476,909
2,500,000
2,139,948
2,123,063
2,000,000
1,875,000
1,875,000
1,725,000
15.0%
8.8%
6.0%
4.4%
3.7%
3.7%
3.5%
3.3%
3.3%
3.0%
261330 Petards pp01-pp24.qxp 21/06/2021 17:20 Page 23
Petards Group plc Annual report and financial statements 2020 | 23
Corporate governance
Results and dividends
The loss for the year after tax was £583,000 (2019: loss of £193,000). The Directors do not recommend the payment of a dividend.
Going concern
After making detailed enquiries, the Board has a reasonable expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future and accordingly continues to prepare the financial statements on a going concern basis. Further details
relating to going concern are provided at note 1 on page 35 to the financial statements.
Auditor
In accordance with section 489 of the Companies Act 2006, a resolution for the reappointment of BDO LLP as auditor of the Company is to
be proposed at the forthcoming Annual General Meeting.
By order of the Board
Raschid Abdullah
Director
Parallel House
32 London Road
Guildford
Surrey
GU1 2AB
27 May 2021
261330 Petards pp01-pp24.qxp 21/06/2021 17:20 Page 24
24 | Petards Group plc Annual report and financial statements 2020
Statement of directors’ responsibilities in respect of the
Annual Report and the financial statements
The directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare Group and parent Company financial statements for each financial year. As required by the
AIM Rules of the London Stock Exchange they are required to prepare the Group financial statements in accordance with international
accounting standards in conformity with the requirements of the Companies Act 2006 and have elected to prepare the parent Company
financial statements on the same basis.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Group and parent Company and of their profit or loss for that period. In preparing each of the Group and parent
Company financial statements, the directors are required to:
l select suitable accounting policies and then apply them consistently;
l make judgements and estimates that are reasonable, relevant and reliable;
l state whether they have been prepared in accordance with IFRSs as adopted by the EU;
l assess the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern; and
l use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations,
or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure
that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report and a Directors’ Report that complies
with that law and those regulations.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.
Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
261330 Petards pp25-pp034.qxp 21/06/2021 17:29 Page 25
Petards Group plc Annual report and financial statements 2020 | 25
Financial statements
Independent auditor’s report to the members of
Petards Group plc
Opinion on the financial statements
Conclusions relating to going concern
In our opinion:
l 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 December 2020 and of the Group’s loss for the year
then ended;
l the Group financial statements have been properly prepared in
in
accordance with
conformity with the requirements of the Companies Act 2006;
international accounting standards
l 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
and as applied in accordance with the provisions of the
Companies Act 2006; and
l the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
We have audited the financial statements of Petards Group plc (the
‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended
31 December 2020 which comprise the Consolidated Income
Statement, Group Statement of Changes in Equity, Company
Statement of Changes in Equity, Group Balance Sheet, Company
Balance Sheet, Group Statement of Cash Flows, Company Statement
of Cash Flows and notes to the financial statements, including a
summary of significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable
law and international accounting standards in conformity with the
requirements of the Companies Act 2006 and, as regards the Parent
Company financial statements, 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 believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in
accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the Directors’ assessment of the Group and the Parent
Company’s ability to continue to adopt the going concern basis of
accounting included evaluating the following:
l The Directors’ method for assessing going concern including the
relevance and reliability of underlying data used to make the
assessment, and whether assumptions and changes to
assumptions from prior years are appropriate and where relevant
consistent with each other;
l The Directors’ plans for future actions in relation to the going
concern assessment including whether such plans are feasible
in the circumstances. This included considering the accuracy of
historic forecasting and carrying out sensitivity analysis;
l The Directors’ stress-testing of the forecasts to the extent of
reasonable worst-case scenarios, which included modelling
revenue slippage in the delivery of contracts in the rail business.
We have assessed these assumptions against past performance
and the Group’s results for the financial year to date;
l The compliance with covenants, including checking the
calculations with reference to the loan agreement and determine
if the calculations have been appropriately applied in the
sensitised scenario;
l Verifying the execution of the new CBILs facilities post year end,
including the refinancing of the existing term loan and the
additional £2.5m overdraft facility. We also checked the terms
and covenants attached for consistency with management’s
sensitivity analysis; and
l The adequacy and appropriateness of disclosures in the financial
statements regarding the going concern assessment.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Parent
Company’s and Group’s ability to continue as a going concern for a
period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections of
this report.
261330 Petards pp25-pp034.qxp 21/06/2021 17:29 Page 26
26 | Petards Group plc Annual report and financial statements 2020
Independent auditor’s report to the members of
Petards Group plc (continued)
Overview
Full Scope Audit Coverage
Key audit matters
94% (2019: 92%) of Group revenue
98% (2019: 98%) of Group total assets
2020 2019
Revenue recognition 3 3
Development costs x 3
Goodwill and intangible asset
impairment risk 3 3
Going concern x 3
The capitalisation of development costs is no longer considered to
be a key audit matter due to the significantly lower level of costs
capitalised compared to the prior year.
Going concern is no longer considered to be a key audit matter
due to the reduction in the uncertainty surrounding the COVID-19
pandemic and the new financing facilities secured by the Group
since the year end.
Materiality
Group financial statements as a whole
£105,000 (2019: £125,000) based on 0.8% (2019: 0.8%) of revenue
An overview of the scope of our audit
Key audit matters
Our Group audit was scoped by obtaining an understanding of the
Group and its environment, including the Group’s system of
internal control, and assessing the risks of material misstatement in
the financial statements. We also addressed the risk of
management override of internal controls, including assessing
whether there was evidence of bias by the Directors that may have
represented a risk of material misstatement.
The Group’s operations are based in Gateshead, Kettering, Leeds
and Guildford in the United Kingdom.
We identified six components, three of which were considered
significant and subject to a full-scope audits by the group audit
team. The significant components subject to full-scope audit gave
coverage of 94% of Group revenues and 98% of Group assets. The
non-significant components were subject to desktop review and
specific scope procedures on certain financial statements areas by
the group audit team.
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, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources in
the audit, and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
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Petards Group plc Annual report and financial statements 2020 | 27
Financial statements
Key audit matter How the scope of our audit addressed the key
Revenue
recognition (see
note 2)
The accounting policy
in respect of the
accounting for
contracts with
customers is included
within the accounting
policy on page 43; the
accounting estimate in
respect of revenue
recognition is included
within the accounting
judgements and
estimates note on
page 37.
Goodwill and
intangible asset
impairment risk
The accounting policy
in respect of the
accounting for
impairment is included
within the accounting
policy on page 40.
The Group earns revenue from the sale of engineering
services, software and hardware.
We consider there to be a risk that revenues relating to
solutions and product may be overstated due to
hardware and software delivered around the year end
being recognised before the performance obligations
have been satisfied, or service revenues not being
appropriately deferred.
As detailed in the accounting policies and note 11 to
the financial statements, goodwill and other intangible
assets are tested for impairment at least annually
through comparing the recoverable amount of the
cash-generating unit, based on a value-in-use
calculation, to the carrying value. Furthermore, other
intangible assets are tested for impairment where an
indicator of impairment arises. The risk that goodwill
and intangible assets may be impaired is considered to
be a key audit matter due to the level of judgement
involved in the impairment review and the opportunity
and incentive for management bias within the
impairment model assumptions.
audit matter
For a sample of hardware and software sales, we
assessed whether revenue was recognised in the
appropriate accounting period through agreeing
revenue recorded to documentation such as dispatch
notes and customer acceptance. This testing was
carried out with a particular focus on transactions with
a close proximity to the year end.
For service revenues, on a sample basis this involved
recalculating the revenue to be recognised over time
with reference to the contractual terms and also
recalculating the deferred revenue at the balance sheet
date.
Key observations:
Based on the procedures performed, we have not
identified any instances that may suggest that revenue
has been inappropriately recognised.
We examined the Group’s goodwill and intangible
assets for indicators of impairment such as considering
whether there were any evidence of a decline in the
value of the assets due to events during the year and
comparing net assets to market capitalisation.
We also assessed impairment reviews prepared by
management, specifically reviewing the integrity of
management’s value-in-use model, such as agreeing
the inputs on a sample basis to source documentation
such as board approved forecasts and checking the
mathematical accuracy, and, with the assistance of our
internal valuation experts, we challenged the key
assumptions and estimates, being forecast growth
rates, operating cash flows and the discount rate.
Our audit procedures for the review of operating cash
flows and forecast growth rates included, amongst
others, comparing the forecast to recent financial
performance and budgets approved by the Board.
With the use of our internal valuation experts we used
market data to independently calculate a discount rate
for comparison and also performed our own sensitivity
analysis upon the key valuation inputs.
Key observations:
Based on the work performed, we found
management’s judgements and assumptions in this
area to be reasonable.
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28 | Petards Group plc Annual report and financial statements 2020
Independent auditor’s report to the members of
Petards Group plc (continued)
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We
consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality
as follows:
Group financial statements Parent Company financial statements
2020 2019 2020 2019
£000 £000 £000 £000
Materiality 105 125 90 100
Basis for determining materiality 0.8% of revenue 90% of Group materiality (2019: 80%
of Group materiality)
Rationale for the benchmark applied Revenue is considered to be one of the Capped 90% (2019: 80%) of Group
principal considerations for the users of the materiality given the assessment of the
financial statements in assessing the financial components aggregation risk.
performance of the Group.
Performance materiality 74 75 63 60
Basis for determining performance materiality 70% (2019: 60%) of materiality based on a low expected total value of known and likely
misstatements.
Component materiality
We set materiality for each component of the Group based on a percentage of between 24% and 86% of Group materiality dependent on
the size and our assessment of the risk of material misstatement of that component. Component materiality ranged from £25,000 to £90,000.
In the audit of each component, we further applied performance materiality levels of 70% of the component materiality to our testing to
ensure that the risk of errors exceeding component materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £2,200 (2019: £2,500). We
also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report and
financial statements 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 course of 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.
261330 Petards pp25-pp034.qxp 21/06/2021 17:29 Page 29
Petards Group plc Annual report and financial statements 2020 | 29
Financial statements
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies
Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and In our opinion, based on the work undertaken in the course of the audit:
Directors’ report • the information given in the Strategic report and the Directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in
the Strategic report or the Directors’ report.
Matters on which we are We have nothing to report in respect of the following matters in relation to which the Companies
required to report by exception Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate
• the Parent Company financial statements are not in agreement with the accounting records
for our audit have not been received from branches not visited by us; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
and returns; or
Responsibilities of directors
As explained more fully in the statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
Our procedures included, but were not limited to:
– Obtaining an understanding of the legal and regulatory framework in which the entity operates through enquiries of management,
review of board minutes and consideration of the industry in which the entity operates. Relevant laws and regulations include health
and safety and were communicated with the engagement team during the team briefing;
– Obtaining an understanding of management incentives, including the extent to which remuneration is influenced by reported results,
and opportunities for fraudulent manipulation of the financial statements such as management override;
– We focussed on the judgements and estimates inherent in the key audit matters and exercised professional scepticism in considering
the impact of those estimates and judgements on the reported results and key performance measures such as revenue and the loss
before tax;
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30 | Petards Group plc Annual report and financial statements 2020
Independent auditor’s report to the members of
Petards Group plc (continued)
– Discussions with Management and the Audit Committee regarding known or suspected instances of non-compliance with laws and
regulations;
– Obtaining an understanding of controls designed to prevent and detect irregularities, including the internal review process in relation
to work in progress balances;
– Review of board meeting minutes for any evidence of fraud or non-compliance with laws and regulations including health and safety
and taxation regulations; and
– Testing of journal entries made to accounts that were considered to carry a greater risk of fraud as part of our planned audit approach.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained
alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of
not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit
procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected
in the financial statements, the less likely we are to become aware of it.
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 Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
Malcolm Thixton (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Southampton, United Kingdom
27 May 2021
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
261330 Petards pp25-pp034.qxp 21/06/2021 17:29 Page 31
Petards Group plc Annual report and financial statements 2020 | 31
Financial statements
Consolidated income statement
For year ended 31 December 2020
Revenue
Cost of sales
Gross profit
Administrative expenses
Adjusted EBITDA*
Amortisation of intangibles
Depreciation of property, plant and equipment
Amortisation of right of use assets
Share based payment charges
Exceptional restructuring costs
Operating loss
Finance income
Finance expenses
Loss before tax
Income tax
Loss for the year attributable to equity shareholders of the parent
Other comprehensive income
Total comprehensive expense for the year
Loss per ordinary share (pence)
Basic
Diluted
Note
2
11
8
10
19
5
5
3
6
7
7
2020
£000
13,001
(8,267)
4,734
(5,879)
320
(637)
(244)
(133)
(26)
(425)
(1,145)
–
(93)
(1,238)
655
(583)
2019
£000
15,706
(10,863)
4,843
(6,130)
(281)
(639)
(204)
(133)
(30)
–
(1,287)
1
(176)
(1,462)
1,269
(193)
–
–
(583)
(193)
(1.01)
(1.01)
(0.34)
(0.34)
* Earnings before financial income and expenses, tax, depreciation, amortisation, exceptional items, acquisition costs and share based payment charges. See Alternative Performance
Measures Glossary on page 69.
The accompanying notes form an integral part of the financial statements.
261330 Petards pp25-pp034.qxp 21/06/2021 17:29 Page 32
32 | Petards Group plc Annual report and financial statements 2020
Statements of changes in equity
For year ended 31 December 2020
Group
At 1 January 2019
Loss for the year
Total comprehensive expense for the year
Contributions by and distributions to owners
Equity-settled share based payments
Total contributions by and distributions to owners
Share
capital
£000
Share
premium
£000
Equity
reserve
£000
Retained
earnings
£000
575
–
–
–
–
1,617
–
–
–
–
14
–
–
–
–
5,435
(193)
(193)
30
30
Total
equity
£000
7,641
(193)
(193)
30
30
At 31 December 2019 575 1,617 14 5,272 7,478
At 1 January 2020 575 1,617 14 5,272 7,478
(583)
Loss for the year
(583)
–
–
–
Total comprehensive expense for the year
Contributions by and distributions to owners
Equity-settled share based payments
Exercise of share options
Total contributions by and distributions to owners
–
–
–
–
–
–
7
7
–
–
–
–
(583)
(583)
26
–
26
26
7
33
At 31 December 2020
575
1,624
14
4,715
6,928
Company
At 1 January 2019
Profit for the year
Total comprehensive income for the year
Contributions by and distributions to owners
Equity-settled share based payments
Total contributions by and distributions to owners
Share
capital
£000
Share
premium
£000
Equity
reserve
£000
Retained
earnings
£000
575
–
–
–
–
1,617
–
–
–
–
14
–
–
–
–
7,654
87
87
30
30
Total
equity
£000
9,860
87
87
30
30
At 31 December 2019 575 1,617 14 7,771 9,977
At 1 January 2020 575 1,617 14 7,771 9,977
190
Profit for the year
190
–
–
–
Total comprehensive income for the year
Contributions by and distributions to owners
Equity-settled share based payments
Exercise of share options
Total contributions by and distributions to owners
–
–
–
–
–
–
7
7
–
–
–
–
190
190
26
–
26
26
7
33
At 31 December 2020
575
1,624
14
7,987
10,200
The accompanying notes form an integral part of the financial statements.
261330 Petards pp25-pp034.qxp 21/06/2021 17:29 Page 33
Balance sheets
At 31 December 2020
ASSETS
Non-current assets
Property, plant and equipment
Right of use assets
Intangible assets
Investments
Deferred tax assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Petards Group plc Annual report and financial statements 2020 | 33
Financial statements
Note
8, 9
10
11
12
13
14
15
16
Group
2020
£000
761
387
4,617
5
522
6,292
2,372
2,645
2,204
7,221
2019
£000
973
466
4,733
–
528
6,700
2,430
3,798
827
7,055
Company
2020
£000
–
–
–
12,856
145
13,001
–
225
1,097
1,322
2019
£000
–
–
–
12,851
130
12,981
–
772
72
844
Total assets
13,513
13,755
14,323
13,825
EQUITY AND LIABILITIES
Equity attributable to equity holders of the parent
Share capital
Share premium
Equity reserve
Retained earnings
Total equity
Non-current liabilities
Interest-bearing loans and borrowings
Trade and other payables
Current liabilities
Interest-bearing loans and borrowings
Trade and other payables
Total liabilities
Total equity and liabilities
20
21
17
18
17
18
575
1,624
14
4,715
6,928
649
–
649
376
5,560
5,936
6,585
575
1,617
14
5,272
7,478
338
–
338
1,014
4,925
5,939
6,277
575
1,624
14
7,987
10,200
375
956
1,331
252
2,540
2,792
4,123
575
1,617
14
7,771
9,977
–
930
930
881
2,037
2,918
3,848
13,513
13,755
14,323
13,825
As permitted by section 408 of the Companies Act 2006, the parent company’s income statement has not been included in these financial
statements. The parent company’s profit for the financial year was £190,000 (2019: £87,000).
These financial statements were approved by the Board of Directors on 27 May 2021 and were signed on its behalf by:
Raschid Abdullah
Director
Registered number: 02990100
The accompanying notes form an integral part of the financial statements.
261330 Petards pp25-pp034.qxp 21/06/2021 17:29 Page 34
34 | Petards Group plc Annual report and financial statements 2020
Statements of cash flows
For year ended 31 December 2020
Cash flows from operating activities
(Loss)/profit for the year
Adjustments for:
Depreciation of property, plant and equipment
Amortisation of right of use assets
Amortisation of intangible assets
Loss on disposal of property, plant and equipment
Profit on disposal of right of use assets
Financial income
Financial expenses
Equity settled share-based payment expenses
Income tax (credit)/charge
Operating cash flows before movement in working capital
Change in inventories
Change in trade and other receivables
Change in trade and other payables
Cash generated from operations
Tax received
Net cash from operating activities
Cash flows from investing activities
Acquisition of property, plant and equipment
Acquisition of right of use assets
Sale of right of use assets
Acquisition of intangible assets
Capitalised development expenditure
Acquisition of investments
Interest received
Net cash outflow from investing activities
Cash flows from financing activities
Bank loan repaid
Interest paid on loans and borrowings
Principal paid on lease liabilities
Interest paid on lease liabilities
Other interest and foreign exchange
Proceeds from exercise of share options
Net cash outflow from financing activities
Net (decrease)/increase in cash and cash equivalents
Total movement in cash and cash equivalents in the year
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
Note
8, 9
10
11
5
5
19
6
8, 9
10
10
11
11
12
17
17
17
17
20
16
The accompanying notes form an integral part of the financial statements.
Group
2020
£000
2019
£000
Company
2020
£000
(583)
244
133
637
1
(5)
–
93
26
(655)
(109)
58
226
563
738
1,660
2,398
(33)
–
16
(150)
(371)
(5)
–
(543)
(250)
(33)
(138)
(20)
(44)
7
(478)
1,377
1,377
827
2,204
(193)
190
204
133
639
–
–
(1)
176
30
(1,269)
(281)
1,118
(379)
(425)
33
109
142
(263)
(5)
–
–
(696)
–
1
(963)
(250)
(53)
(117)
(25)
(24)
–
(469)
(1,290)
(1,290)
2,117
827
–
–
–
–
–
–
61
26
(15)
262
–
547
529
1,338
–
1,338
–
–
–
–
–
(5)
–
(5)
(250)
(33)
–
–
(32)
7
(308)
1,025
1,025
72
1,097
2019
£000
87
2
–
–
–
–
–
80
30
–
199
–
(514)
605
290
–
290
–
–
–
–
–
–
–
–
(250)
(53)
–
–
–
–
(303)
(13)
(13)
85
72
261330 Petards pp35-end.qxp 21/06/2021 17:30 Page 35
Petards Group plc Annual report and financial statements 2020 | 35
Financial statements
Notes
(forming part of the financial statements)
Accounting policies
1
Petards Group plc (the “Company”) is a company incorporated in the UK.
The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”). The parent
company financial statements present information about the Company as a separate entity and not about its Group.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these consolidated
financial statements.
Statement of compliance
Both the parent company financial statements and the Group financial statements have been prepared and approved by the directors in
accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. On publishing the
parent company financial statements here together with the Group financial statements, the Company is taking advantage of the exemption
in section 408 of the Companies Act 2006 not to present its individual income statement and related notes that form a part of these approved
financial statements.
Basis of preparation
The financial information is presented in pounds sterling, rounded to the nearest thousand, and is prepared on the historic cost basis.
Going concern
Petards is a critical supplier to many of its customers supporting the UK’s police and armed forces as well as the safe running of the railways.
The main risks to the Group’s cash flows identified are firstly, that customers may delay or re-schedule deliveries for orders already in the
Group’s order book and secondly that, in the short term, contract awards that the Group was expecting to secure for revenue in 2021 may
be delayed. By their nature these risks are difficult for the Group to directly influence or control, but by keeping in close contact with our
customers we are seeking to ensure that we are well-informed about their plans and prepared to secure contracts awards as and when the
opportunities arise. The Group is fortunate that its customer base comprises blue chip companies, the UK Government and its agencies and
its exposure to credit risk is low.
The Group currently meets its day to day working capital requirements through its own cash resources and since the year end has entered
into a 3-year overdraft facility of £2.5 million which is available until May 2024. Interest bearing loans and borrowings total £1.03 million at
the year-end (note 17).
The Group has prepared working capital forecasts based on the 2021 budget updated for material known changes since it was prepared
and the 2021 management accounts to 31 March 2021. The time period reviewed is to 30 June 2022. At 30 April 2021 the Group had cash
balances of £2.9 million and its available working capital facilities were undrawn. The model also considers the potential impact of rail contract
awards that the Group is expecting to secure for revenue during the period that may be delayed or cancelled.
The Board has concluded, after reviewing the work performed and detailed above that there is a reasonable expectation that the Group has
adequate resources to continue in operation until at least 31 May 2022. Accordingly, they have adopted the going concern basis in preparing
these financial statements.
Changes in accounting policies
a)
New standards, interpretations and amendments effective from 1 January 2020
The Group has applied the following standards and amendments for the first time in the annual reporting period commencing 1
January 2020, none of which have had a material impact of the Group’s financial statements for the year ended 31 December 2020:
l IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Amendment
– Definition of Material)
l IFRS 3 Business Combinations (Amendment – Definition of Business)
l Revised Conceptual Framework for Financial Reporting
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36 | Petards Group plc Annual report and financial statements 2020
Notes (continued)
(forming part of the financial statements)
1
b)
Accounting policies continued
New standards, interpretations and amendments not yet effective
The adoption of the following mentioned standards, amendments and interpretations in future years are not expected to have a
material impact on the Group’s financial statements:
l Annual Improvements to IFRS Standards 2018 – 2020 Cycle effective 1 January 2021
Judgements and estimates
The preparation of financial statements requires the directors to make judgements, estimates and assumptions that may affect the application
of accounting policies and the reported amounts of assets and liabilities, and income and expenses. The key areas requiring the use of
estimates and judgements which may significantly affect the financial statements are considered to be:
Key Judgements
a)
Revenue recognition (note 2)
The Group recognises revenue when it transfers control over a product or service to its customer. Revenue is measured based on the
consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties.
Where a modification to an existing contract occurs, the Group assesses the nature of the modification and whether it represents
a separate performance obligation required to be satisfied by the Group, or whether it is a modification to the existing
performance obligation.
The Group applies judgements and estimates to its portfolio of contracts in order to identify specific performance obligations and the
timing of transfer of control of a product or service to a customer. The most significant area of judgement arises in the determination
of revenue recognition when undertaking engineering development contracts. Those undertaken in 2019 and 2020 have been
recognised at a point in time on acceptance, rather than over the duration of the project. The impact of this is to defer revenue to the
point at which the development is completed. At 31 December 2020 contract liabilities (note 18) included £453,000 of revenues
deferred in this way (2019: £761,000).
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the
customer and payment by the customer exceeds one year. As a consequence, the Group has not needed to apply estimates and
judgements in respect of the time value of money as applied to transaction prices.
b)
c)
d)
Recognition of deferred tax assets (notes 6 and 13)
The Group has substantial deferred tax assets. In determining how much of these assets can be recognised this requires an assessment
of the extent to which it is probable that future taxable profits will be available. This assessment is based on management’s future
assessment of the Group’s financial performance and forecast financial information. If sufficient future taxable profits are not available
the value of the deferred tax asset will reduce by an amount equal to 19% of any shortfall.
Impairment of intangible assets (note 11)
The Group performs impairment reviews at the reporting period end to identify any intangible assets that have a carrying value that
is in excess of its recoverable value. Determining the recoverability of an intangible asset requires judgement in both the methodology
applied and the key variables within that methodology. Where it is determined that an intangible asset is impaired, its carrying value
will be reduced to its recoverable value with the difference recorded as an impairment charge in the income statement.
Sensitivity analysis has been performed on the key assumptions for discount rate and forecast future cashflows to determine when
impairment would occur.
Capitalised development expenditure (note 11)
This involves the identification of and judgement to capitalise development expenditure which is recoverable through future product
revenue together with an assessment of the estimated useful economic life of any asset recognised. Assets recognised in this way are
also subject to impairment reviews.
261330 Petards pp35-end.qxp 21/06/2021 17:30 Page 37
Petards Group plc Annual report and financial statements 2020 | 37
Financial statements
1
Accounting policies continued
The estimates and associated assumptions are based on forecasts of future product revenues, historical experience and various other
factors that are believed to be reasonable under the circumstances, the results of which form the basis for making the judgements
about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from
these estimates.
The impact should the actual useful economic lives of one or more of the products be shorter than estimated would be an additional
amortisation charge at that time. The conservative nature of the rail industry, and the long asset lives of the rail vehicles to which the
Group’s products are fitted, has historically meant that no material adjustments of this nature have been required. At 31 December 2020
the net book value of capitalised development expenditure was £2,693,000 (2019: £2,855,000).
Basis of consolidation
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control, the Group
takes into consideration potential voting rights that are currently exercisable. The acquisition date is the date on which control is transferred
to the acquirer. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control
commences until the date that control ceases.
Inter-company balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated
when preparing the consolidated financial information.
Foreign currency
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. Non-
monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at
the date of the transaction. Foreign exchange differences arising on translation are recognised in the income statement.
Classification of financial instruments issued by the Group
Following the adoption of IAS 32, financial instruments issued by the Group are treated as equity only to the extent that they meet the
following two conditions:
(a)
they include no contractual obligations upon the Company (or Group as the case may be) to deliver cash or other financial assets or
to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company
(or Group); and
(b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no
obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company
exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes
the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share
premium account exclude amounts in relation to those shares.
Finance payments associated with financial liabilities are dealt with as part of financial expenses. Finance payments associated with financial
instruments that are classified in equity are treated as distributions and are recorded directly in equity.
Investments in subsidiaries
Investments in subsidiaries are carried at cost less impairment in the Company balance sheet.
Derivative financial instruments
Derivative financial instruments are recognised both initially and subsequently at fair value. The gain or loss on remeasurement to fair value
is recognised immediately in the income statement.
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38 | Petards Group plc Annual report and financial statements 2020
Notes (continued)
(forming part of the financial statements)
Accounting policies continued
1
Intra-group financial guarantee contracts
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group, the
Company considers these to be insurance arrangements and accounts for them as such. In this respect, the Company treats the guarantee
contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under
the guarantee.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property,
plant and equipment.
Depreciation is charged to the income statement on a straight line basis over the estimated useful lives of each part of an item of property,
plant and equipment. Land is not depreciated. The estimated useful lives are as follows:
Leasehold improvements life of lease straight line
Plant and equipment:
Plant and equipment 3-10 years
Computer equipment 3-5 years
Furniture and fittings 3-5 years
Motor vehicles 4-5 years
The residual values and useful economic lives are reassessed annually.
Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is
transferred to the Group.
Acquisitions on or after 1 January 2010
For acquisitions on or after 1 January 2010, the Group measures goodwill at the acquisition date as:
l
l
l
l
the fair value of the consideration transferred; plus
the recognised amount of any non-controlling interests in the acquiree; plus
the fair value of the existing equity interest in the acquiree; less
the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity,
it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent
consideration are recognised in profit or loss.
On a transaction-by-transaction basis, the Group elects to measure non-controlling interests, which have both present ownership interests
and are entitled to a proportionate share of net assets of the acquiree in the event of liquidation, either at its fair value or at its proportionate
interest in the recognised amount of the identifiable net assets of the acquiree at the acquisition date. All other non-controlling interests are
measured at their fair value at the acquisition date.
261330 Petards pp35-end.qxp 21/06/2021 17:30 Page 39
Petards Group plc Annual report and financial statements 2020 | 39
Financial statements
Accounting policies continued
1
Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses.
Amortisation is charged on a straight line basis over the estimated useful lives of intangible assets. Other intangible assets are amortised
from the date they are available for use.
Research and development
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Expenditure on activities for the development of new or substantially improved products is capitalised if the product is technically and
commercially feasible, and the Group has the technical ability and has sufficient resources to complete development and if the Group can
measure reliably the expenditure attributable to the intangible asset during its development. The expenditure capitalised includes the cost
of materials, direct labour and an appropriate proportion of overheads. Development expenditure not meeting the above criteria is recognised
in the income statement as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation
and impairment losses.
Internally generated development expenditure is amortised on a straight-line basis over the period which the directors expect to obtain
economic benefits (typically 3 to 8 years from asset being available for use). Where no internally generated intangible asset can be recognised,
development expenditure is recognised as an expense in the period in which it is incurred.
Other intangible assets
Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and accumulated impairment losses.
Amortisation
Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets unless such lives
are indefinite. Intangible assets with an indefinite useful life and goodwill are systematically tested for impairment at each balance sheet
date. Other intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows:
Technology related assets 4-10 years
Customer related assets 3-5 years
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less. Bank borrowings that
are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash
equivalents for the purpose only of the statement of cash flows.
Impairment
The carrying amounts of the Group’s assets, other than inventories and deferred tax assets are reviewed at each balance sheet date to
determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.
Goodwill is allocated to cash generating units and is tested annually for impairment and more frequently if there are indications of impairment.
An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount.
Impairment losses are recognised in the income statement. Impairment losses recognised in respect of cash generating units are allocated
first to reduce the carrying amount of any goodwill allocated to cash generating units and then to reduce the carrying amount of the other
assets in the unit on a pro rata basis. A cash generating unit is the smallest identifiable group of assets that generates cash inflows that are
largely independent of the cash inflows from other assets or groups of assets.
Reversals of impairment
An impairment loss in respect of goodwill is not reversed.
An impairment loss in respect of other assets is reversed only to the extent that the asset’s carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
261330 Petards pp35-end.qxp 21/06/2021 17:30 Page 40
40 | Petards Group plc Annual report and financial statements 2020
Notes (continued)
(forming part of the financial statements)
Accounting policies continued
1
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-
bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income
statement over the period of the borrowings on an effective interest basis.
Employee benefits
Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as service
is provided.
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A
liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present
legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be
estimated reliably.
Share-based payment transactions
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A
liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present
legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be
estimated reliably.
Share-based payment transactions
Options granted under the Group’s employee share schemes are equity settled. The grant date fair value of options granted to employees is
recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally
entitled to the options. The fair value of the options granted is measured using an option valuation model, taking into account the terms
and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of
share options that vest except where forfeiture is due only to share prices not achieving the threshold for vesting.
Exceptional items
Exceptional items are items of income and expenditure that are individually material due to size or incidence that the directors consider
require separate disclosure in order for the reader to obtain a full understanding of the performance of the Group in the year.
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and
it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined
by discounting the expected, risk adjusted, future cash flows at a pre-tax risk-free rate.
Financial assets and liabilities
Classification and measurement
The Group classifies its financial instruments in accordance with IFRS 9 Financial Instruments.
The Group has no derivative financial instruments either designated as cash flow hedges or not qualifying for hedge accounting.
Financial assets previously classified in the “loans and receivables” category and measured at amortised cost under IAS 39 (being trade
and other receivables and amounts owed by equity accounted investments) continue to be classified in the “amortised cost” category
under IFRS 9.
261330 Petards pp35-end.qxp 21/06/2021 17:30 Page 41
Petards Group plc Annual report and financial statements 2020 | 41
Financial statements
Accounting policies continued
1
Impairment of financial assets
The Group has two types of financial assets that are subject to IFRS 9’s expected credit loss model:
l
l
trade and other receivables;
contract receivables.
The Company has one type of financial asset that is subject to IFRS 9’s expected credit loss model:
l
amounts owed by group undertakings in respect of the Company.
Trade and other receivables and contract receivables do not contain a significant financing element and therefore expected credit losses are
measured using the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from the initial
recognition of the receivables.
The Group has assessed credit risk in relation to defence-related sales to government customers or sub-contractors to governments and
believes it to be extremely low, therefore no expected credit loss provision is required for these trade and other receivables, or contract
receivables. The Group also considers expected credit losses for non-government commercial customers, however this risk is not expected
to be material to the financial statements.
Impairment provisions in respect of amount owed by group undertakings are recognised based on a forward-looking expected credit loss
model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit
risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the
financial asset, twelve-month expected credit losses along with gross interest income are recognised. For those for which credit risk has
increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to
be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, no impairment loss was identified.
Classification
The Group classifies its financial assets in the following measurement categories:
l
l
those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss); and
those to be measured at amortised cost.
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not measured at fair value
through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset.
The Group subsequently measures trade and other receivables, amounts owed by group undertakings in respect of the Company and
contract receivables at amortised cost.
Impairment
For trade and other receivables, contract receivables and amounts due from equity accounted investments, the Group applies the simplified
approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
261330 Petards pp35-end.qxp 21/06/2021 17:30 Page 42
42 | Petards Group plc Annual report and financial statements 2020
Notes (continued)
(forming part of the financial statements)
Accounting policies continued
1
Financial liabilities
Financial liabilities include the following items:
Bank borrowings are initially recognised at fair value net of any directly attributable transaction costs. Such interest bearing liabilities are
subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period
to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position. For the purposes
of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest
or coupon payable while the liability is outstanding.
Trade and other payables and other short-term monetary liabilities are initially recognised at fair value and subsequently carried at amortised
cost using the effective interest method.
Contracts with customers
Revenue represents income derived from contracts for the provision of goods and services by the Group to customers in exchange for
consideration in the ordinary course of the Group’s activities. Revenue is stated net of VAT, discounts and rebates.
Performance obligations
Upon approval by the parties to a contract, the contract is assessed to identify each promise to transfer either a distinct good or service or a
series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. Goods and services
are distinct and accounted for as separate performance obligations in the contract if the customer can benefit from them either on their
own or together with other resources that are readily available to the customer and they are separately identifiable in the contract.
Transaction price
At the start of the contract, the total transaction price is estimated as the amount of consideration to which the Group expects to be entitled
in exchange for transferring the promised goods and services to the customer, excluding sales taxes. Variable consideration, such as price
escalation, is included based on the expected value or most likely amount only to the extent that it is highly probable that there will not be
a reversal in the amount of cumulative revenue recognised. The transaction price does not include estimates of consideration resulting from
contract modifications, such as change orders, until they have been approved by the parties to the contract. The total transaction price is
allocated to the performance obligations identified in the contract in proportion to their relative stand-alone selling prices. Given the bespoke
nature of many of the Group’s products and services, which are designed and/or manufactured under contract to the customer’s individual
specifications, there are sometimes no observable stand-alone selling prices. Instead, stand-alone selling prices are typically estimated based
on expected costs plus contract margin consistent with the Group’s pricing principles.
Revenue and profit recognition
Revenue is recognised as performance obligations are satisfied and control of the goods or services is transferred to the customer.
The majority of the Group’s revenue is derived from selling goods with revenue recognised at the point in time when control of the goods
has transferred to the customer. This is generally when the goods are delivered to the customer. However, for export sales, control might also
be transferred when delivered either to the port of departure or port of arrival, depending on the specific terms of the contract with a
customer. There is limited judgement needed in identifying the point control passes: once physical delivery of the products to the agreed
location has occurred, the Group no longer has physical possession, and usually will have a present right to payment and retains none of the
significant risks and rewards of the goods in question.
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Petards Group plc Annual report and financial statements 2020 | 43
Financial statements
Accounting policies continued
1
A small minority of contracts are negotiated on a bill and hold basis. In such arrangements revenue is recognised even though the Group
still has physical possession only if:
l
l
l
l
the arrangement is substantive (i.e. requested by the customer);
the finished goods have been identified separately as belonging to the customer;
the product is ready for physical transfer to the customer; and
the Group does not have the ability to use the product to direct it to another customer.
Some goods sold by the Group include warranties which require the Group to either replace or mend a defective product during the warranty
period if the goods fail to comply with agreed-upon specifications. In accordance with IFRS 15, such warranties are not accounted for as
separate performance obligations and hence no revenue is allocated to them. Instead, a provision is made for the costs of satisfying the
warranties in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
Performance obligations are satisfied over time if one of the following criteria is satisfied:
l
l
l
the customer simultaneously receives and consumes the benefits provided by the Group’s performance as it performs;
the Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or
the Group’s performance does not create an asset with an alternative use to the Group and it has an enforceable right to payment for
performance completed to date.
For each performance obligation to be recognised over time, the Group recognises revenue using an input method, based on costs incurred
in the period. Revenue and attributable margin are calculated by reference to reliable estimates of transaction price and total expected costs,
after making suitable allowances for technical and other risks. Revenue and associated margin are therefore recognised progressively as costs
are incurred, and as risks have been mitigated or retired. The Group has determined that this method faithfully depicts the Group’s performance
in transferring control of the goods and services to the customer.
The Group’s contracts that satisfy the over time criteria are typically services and maintenance support contracts where the customer
simultaneously receives and consumed the benefit provided by the Group’s performance.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately as an expense.
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer
and payment by the customer exceeds one year. As a consequence, the Group does not adjust its transaction price for the time value
of money.
Software licences
The Group sells software licences either separately or together with other goods and services. Revenue recognition in respect of software
licences sold as part of a bundle of goods and services is considered separately when the licence is determined to be a separate performance
obligation. Software licences either represent a right to access the Group’s intellectual property as it exists throughout the licence period or
a right to use the Group’s intellectual property as it exists at the point in time at which the licence is granted. Revenue in respect of right to
access licences is recognised over the licence term and revenue in respect of right to use licences is recognised upfront on delivery to
the customer.
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44 | Petards Group plc Annual report and financial statements 2020
Notes (continued)
(forming part of the financial statements)
1
Accounting policies continued
Contract modifications
The Group’s contracts are sometimes amended for changes in customers’ requirements and specifications. A contract modification exists
when the parties to the contract approve a modification that either changes existing or creates new enforceable rights and obligations. The
effect of a contract modification on the transaction price and the Group’s measure of progress towards the satisfaction of the performance
obligation to which it relates is recognised in one of the following ways:
(a)
prospectively as an additional, separate contract;
(b)
prospectively as a termination of the existing contract and creation of a new contract; or
(c)
as part of the original contract using a cumulative catch up.
The majority of the Group’s contract modifications are treated under either (a) (for example, the requirement for additional distinct goods or
services) or (c) (for example, a change in the specification of the distinct goods or services for a partially completed contract), although the
facts and circumstances of any contract modification are considered individually as the types of modifications will vary contract-by-contract
and may result in different accounting outcomes.
Costs to obtain a contract
The Group expenses pre-contract bidding costs which are incurred regardless of whether a contract is awarded. The Group does not typically
incur costs to obtain contracts that it would not have incurred had the contracts not been awarded.
Costs to fulfil a contract
Contract fulfilment costs in respect of over time contracts are expensed as incurred. Contract fulfilment costs in respect of point in time
contracts are accounted for under IAS 2 Inventories.
Inventories
Inventories include raw materials, work-in-progress and finished goods recognised in accordance with IAS 2 in respect of contracts with
customers which have been determined to fulfil the criteria for point in time revenue recognition under IFRS 15. It also includes inventories
for which the Group does not have a contract. This is often because fulfilment costs have been incurred in expectation of a contract award.
The Group does not typically build inventory to stock. Inventories are stated at the lower of cost, including all relevant overhead expenditure,
and net realisable value.
Contract receivables
Contract receivables represent amounts for which the Group has an unconditional right to consideration in respect of unbilled revenue
recognised at the balance sheet date and comprises costs incurred plus attributable margin.
Contract liabilities
Contract liabilities represent the obligation to transfer goods or services to a customer for which consideration has been received, or
consideration is due, from the customer.
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Petards Group plc Annual report and financial statements 2020 | 45
Financial statements
Accounting policies continued
1
Right-of use assets and leases
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured
at cost, comprising the initial amount of the lease liability plus any initial direct costs incurred and any lease payments made at or before the
lease commencement date, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the earlier of the end of the useful life of the asset or the end of the lease term. The lease liability
is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest
rate implicit in the lease, or if that rate cannot readily be determined, the incremental borrowing rate. The lease liability is subsequently
measured at amortised cost using the effective interest method. It is re-measured when there is a change in future lease payments arising
from a change in an index or a rate or a change in the Group's assessment of whether it will exercise an extension or termination option.
When the lease liability is re-measured, a corresponding adjustment is made to the right-of-use asset.
Judgements are involved in determining the lease term, particularly if extension or termination options are included in property leases across
the Group. In determining the lease term, management considers all facts and circumstances that create an economic incentive to extend
or termination a property lease. Termination options are only included in the lease term if it is reasonably certain that the lease will be
terminated. The assessment of the lease term is reviewed if a significant event or a significant change in circumstances occurs that is within
the control of the Group.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or
loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets are assets with a value of less than £5,000 when
new, typically small items of IT equipment, office equipment and office furniture.
Expenses
Operating lease payments
In applying paragraph 6 of IFRS 16, short term leases and leases for low value assets are not recognised as lease liabilities with a corresponding
right-of-use asset. Payments under such leases are recognised in the income statement on a straight line basis over the term of the lease.
Finance income
Financial income comprises interest receivable on funds invested, and foreign exchange gains. Interest income is recognised in the income
statement as it accrues using the effective interest method.
Finance expenses
Financial expenses comprise interest payable on borrowings, interest on leases and foreign exchange losses.
Taxation
Income tax on the profit or loss for the period comprises both current and deferred tax. Income tax is recognised in the income statement
except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance
sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is
based on the expected manner of realisation or settlement of the carrying amounts of assets and liabilities, using tax rates enacted or
substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can
be utilised.
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46 | Petards Group plc Annual report and financial statements 2020
Notes (continued)
(forming part of the financial statements)
Segmental information
2
The analysis by geographic segment below is presented in accordance with IFRS 8 on the basis of those segments whose operating results
are regularly reviewed by the Board of Directors (the Chief Operating Decision Maker as defined by IFRS 8) to make strategic decisions, to
monitor performance and allocate resources.
The Board regularly reviews the Group’s performance and balance sheet position for its entire operations as a whole. The Board receives
financial information, assesses performance and makes resource allocation decisions for its UK based business as a whole, therefore the
directors consider the Group to have only one segment in terms of products and services, being the development, supply and maintenance
of technologies used in advanced security, surveillance and ruggedised electronic applications.
As the Board of Directors receives revenue, Adjusted EBITDA and operating profit on the same basis as set out in the consolidated income
statement no further reconciliation or disclosure is considered necessary.
Revenue by geographical destination can be analysed as follows:
2020
£000
United Kingdom 12,080
Continental Europe 837
Rest of World 84
13,001
The timing of revenue recognition can be analysed as follows:
2020
£000
Products and services transferred at a point in time 11,118
Products and services transferred over time 1,883
13,001
Details of the revenues relating to the Group’s main customers in the year are given in note 15.
Expenses and auditor’s remuneration
3
Profit/(loss) before tax is stated after charging/(crediting):
2020
£000
Amortisation of intangibles 637
Depreciation of property, plant and equipment 244
Amortisation of right-of-use assets 133
Development costs expensed directly to income 913
Net write down of inventories 108
Job Retention Scheme grants (141)
Other grant income (10)
Auditor’s remuneration: 2020
£000
Audit of these financial statements 15
Amounts receivable by the Company’s auditor and its associates in respect of:
Audit of financial statements of subsidiaries pursuant to legislation 69
2019
£000
13,145
2,493
68
15,706
2019
£000
14,075
1,631
15,706
2019
£000
639
204
133
690
76
–
–
2019
£000
12
49
Amounts receivable by the Company’s auditor and its associates in respect of services to the Company, other than the audit of the Company’s
financial statements, have not been disclosed as the information is required instead to be disclosed on a consolidated basis.
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Petards Group plc Annual report and financial statements 2020 | 47
Financial statements
Staff numbers and costs
4
The aggregate payroll costs, including directors, were as follows:
Group
2020
£000
Wages and salaries 4,820
Share based payments (note 19) 26
Social security costs 469
Other pension costs (note 19) 177
5,492
2019
£000
5,240
30
551
213
6,034
The monthly average number of employees during the year (including directors) was as follows:
Group
2020
Number
2019
Number
Direct labour 63
Development 18
Sales 9
Administration 19
109
Directors’ remuneration
2020
£000
Directors’ emoluments 501
Company contributions to defined contribution pension schemes 1
502
The aggregate of emoluments of the highest paid director was £217,000 (2019: £208,000).
78
22
9
22
131
2019
£000
552
1
553
Salaries Other Share options
and fees benefits Bonuses exercised Total Total
2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
Name of director £000 £000 £000 £000 £000 £000 £000 £000 £000 £000
R Abdullah 130 130 – – – 25 – – 130 155
O Abdullah 130 130 – – – 25 – – 130 155
P Negus¹ 217 208 – – – – – – 217 208
T Connolly² 24 34 – – – – – – 24 34
501 502 – – – 50 – – 501 552
¹ Includes fees for the services of P Negus payable to Adcel Limited of £182,000 (2019: £173,000).
² Included ex-gratia fee of £10,000 in 2019.
No directors are accruing rights to shares under long term incentive schemes.
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48 | Petards Group plc Annual report and financial statements 2020
Notes (continued)
(forming part of the financial statements)
4
Staff numbers and costs continued
Number of directors exercising share options
Number of directors accruing benefits under a defined contribution pension scheme
Directors’ rights to subscribe for shares in the Company are as follows:
2020 2019
Number Number
–
1
–
1
At start of year At end of year
Director Number of shares Number of shares
Exercise price
(pence)
R Abdullah 1,425,000 1,425,000
O Abdullah 2,737,500 2,737,500
P Negus 300,000 300,000
8p – 21.5p
8p – 21.5p
11.6p – 21.5p
Further details of movement in rights to subscribe for shares are included in the Remuneration Report, under the heading ‘Directors’ Interests
in Share Options’, which forms part of these audited financial statements.
5
Finance income and expenses
Recognised in profit or loss
Interest on bank deposits
Financial income
Interest expense on financial liabilities at amortised cost
Interest expense on lease liabilities
Other interest payable
Other exchange loss
Financial expenses
2020 2019
£000 £000
– 1
–
1
2020 2019
£000 £000
29 51
20 25
23 14
86
21
93
176
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Petards Group plc Annual report and financial statements 2020 | 49
Financial statements
6
Taxation
Recognised in the income statement
Current tax (credit)/expense
Current tax charge
Adjustments in respect of prior years
Total current tax
Deferred tax (credit)/expense
Origination and reversal of temporary differences
Recognition of previously unrecognised tax losses
Utilisation of recognised tax losses
Adjustment in respect of prior years
Effect of change in rate of corporation tax
Effect of differential tax rate for deferred tax
Total deferred tax
Total tax credit in income statement
2020
£000
87
(748)
(358)
–
13
412
(61)
–
2020
£000
2019
£000
2019
£000
36
(1,167)
(661)
(1,131)
(429)
84
16
166
–
25
6
(655)
(138)
(1,269)
The £748,000 credit to current tax in respect of prior years related to enhanced tax deductions for R&D tax claims and losses surrendered for
R&D tax credits in respect of prior years. These claims are recognised when receipt is determined to be probable.
Following an announcement in the Budget on 11 March 2020, which was substantively enacted on 17 March 2020, the UK corporation tax
rate applicable from 1 April 2020 remained at 19%, rather than the previously enacted reduction to 17%. The 17% rate was applied to the
closing deferred tax balances at 31 December 2019 whereas the 19% rate has been applied to the closing deferred tax balances at
31 December 2020.
Reconciliation of effective tax rate
Loss before tax
Tax using the UK corporation tax rate of 19% (2019: 19%)
Non-deductible expenses
Recognition of previously unrecognised tax losses
Adjustments in respect of prior years
Effect of change in rate of corporation tax
Effect of differential tax rate for deferred tax
Other reconciling items
2020 2019
£000
£000
(1,462)
(1,238)
(236) (278)
18 44
(41) (59)
(336) (1,001)
(61) –
– 25
–
1
Total tax credit (655)
(1,269)
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50 | Petards Group plc Annual report and financial statements 2020
Notes (continued)
(forming part of the financial statements)
Earnings per share
7
Basic earnings per share
Basic earnings per share is calculated by dividing the profit/(loss) for the year attributable to the shareholders by the weighted average
number of shares in issue.
Earnings
Loss for the year (£000)
Number of shares
Weighted average number of ordinary shares (‘000)
Basic loss per share (pence)
2020 2019
(583)
(193)
57,526
57,468
(1.01)
(0.34)
Diluted earnings per share
Diluted earnings per share assumes conversion of all potentially dilutive ordinary shares, which arise from share options that would decrease
earnings per share or increase loss per share from continuing operations, and is calculated by dividing the adjusted profit for the year
attributable to the shareholders by the assumed weighted average number of shares in issue. Due to the loss in 2019 and 2020, the share
options in issue had an anti-dilutive effect.
Adjusted earnings
Loss for the year (£000) (583)
Number of shares
Weighted average number of ordinary shares (‘000) 57,526
(193)
57,468
2020 2019
Diluted loss per share (pence) (1.01)
(0.34)
261330 Petards pp35-end.qxp 21/06/2021 17:30 Page 51
Petards Group plc Annual report and financial statements 2020 | 51
Financial statements
8
Property, plant and equipment – Group
Leasehold
improvements
£000
Plant and
equipment
£000
Motor
vehicles
£000
Cost
Balance at 1 January 2019
Additions
Reclassification due to adoption of IFRS 16
Balance at 31 December 2019
Balance at 1 January 2020
Additions
Disposals
Balance at 31 December 2020
Depreciation and impairment
Balance at 1 January 2019
Depreciation charge for the year
Reclassification due to adoption of IFRS 16
Balance at 31 December 2019
Balance as 1 January 2020
Depreciation charge for the year
Disposals
Balance at 31 December 2020
Net book value
At 1 January 2019
At 31 December 2019 and 1 January 2020
At 31 December 2020
285
–
–
285
285
1
–
286
228
18
–
246
246
17
–
263
57
39
23
1,854
263
–
2,117
2,117
32
(46)
2,103
1,000
183
–
1,183
1,183
227
(45)
1,365
854
934
738
72
–
(57)
15
15
–
(4)
11
40
3
(28)
15
15
–
(4)
11
32
–
–
Total
£000
2,211
263
(57)
2,417
2,417
33
(50)
2,400
1,268
204
(28)
1,444
1,444
244
(49)
1,639
943
973
761
Included within plant and equipment at 31 December 2019 were assets under the course of construction with a net book value of £58,000.
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52 | Petards Group plc Annual report and financial statements 2020
Notes (continued)
(forming part of the financial statements)
9
Property, plant and equipment – Company
Plant and
equipment
£000
Cost
Balance at 1 January 2019 5
Additions –
Balance at 31 December 2019 5
Balance at 1 January 2020 5
Additions –
Balance at 31 December 2020 5
Depreciation and impairment
Balance at 1 January 2019 3
Depreciation charge for the year 2
Balance at 31 December 2019 5
Balance at 1 January 2020 5
Depreciation charge for the year –
Balance at 31 December 2020 5
Net book value
At 1 January 2019 2
At 31 December 2019 and 1 January 2020 –
At 31 December 2020 –
261330 Petards pp35-end.qxp 21/06/2021 17:30 Page 53
Petards Group plc Annual report and financial statements 2020 | 53
Financial statements
10 Right of use assets – Group
Assets
Cost
Balance at 1 January 2019
Additions
Balance at 31 December 2019
Balance as 1 January 2020
Reclassification of opening balance
Additions
Disposals
Balance at 31 December 2020
Amortisation
Balance as 1 January 2019
Amortisation charge for the year
Balance at 31 December 2019
Balance as 1 January 2020
Reclassification of opening balance
Amortisation charge for the year
Disposals
Balance at 31 December 2020
Net book value
At 1 January 2019
At 31 December 2019 and 1 January 2020
At 31 December 2020
The Company has no right of use assets.
Land and
buildings
£000
Motor
vehicles
£000
Total
£000
381
129
510
510
–
65
–
575
–
110
110
110
–
112
–
222
381
400
353
29
60
89
89
35
–
(25)
99
–
23
23
23
35
21
(14)
65
29
66
34
410
189
599
599
35
65
(25)
674
–
133
133
133
35
133
(14)
287
410
466
387
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54 | Petards Group plc Annual report and financial statements 2020
Notes (continued)
(forming part of the financial statements)
10 Right of use assets – Group continued
Lease liabilities
Balance at 1 January 2019
Additions
Interest expense
Lease payments
Balance at 31 December 2019
Balance as 1 January 2020
Additions
Interest expense
Lease payments
Balance at 31 December 2020
Payable within one year (note 17)
Payable after more than one year (note 17)
Balance at 31 December 2020
Payable within one year (note 17)
Payable after more than one year (note 17)
Balance at 31 December 2019
Land and
buildings
£000
Motor
vehicles
£000
381
129
23
(116)
417
417
65
18
(137)
363
110
253
363
113
304
417
23
55
2
(26)
54
54
–
2
(21)
35
14
21
35
20
34
54
Total
£000
404
184
25
(142)
471
471
65
20
(158)
398
124
274
398
133
338
471
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Petards Group plc Annual report and financial statements 2020 | 55
Financial statements
11 Intangible assets – Group
Cost
Balance at 1 January 2019
Additions - internally developed
Balance at 31 December 2019
Balance at 1 January 2020
Additions
Balance at 31 December 2020
Amortisation and impairment
Balance at 1 January 2019
Amortisation charge for the year
Balance at 31 December 2019
Balance as 1 January 2020
Amortisation charge for the year
Balance at 31 December 2020
At 1 January 2019
At 31 December 2019 and 1 January 2020
At 31 December 2020
Customer
related
intangibles
£000
Technology
related
intangibles
£000
Goodwill
£000
Development
costs
£000
178
–
178
178
–
178
82
44
126
126
52
178
96
52
-
448
–
448
448
150
598
65
45
110
110
52
162
383
338
436
1,488
–
1,488
1,488
–
1,488
–
–
–
–
–
–
1,488
1,488
1,488
4,980
696
5,676
5,676
371
6,047
2,271
550
2,821
2,821
533
3,354
2,709
2,855
Total
£000
7,094
696
7,790
7,790
521
8,311
2,418
639
3,057
3,057
637
3,694
4,676
4,733
2,693
4,617
Development costs relate to the ongoing development of the Group’s rail products. This includes an amount of £337,000 (2019: £374,000)
for which amortisation has not yet commenced.
Amortisation
The amortisation charge is recognised within administrative expenses in the income statement.
Impairment testing
The Group considers that for the purpose of goodwill impairment testing it has three cash generating units (CGUs) involved in the
development, supply and maintenance of technologies used in advanced security, surveillance, web-based real-time safety critical integrated
software applications and ruggedised electronic applications.
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56 | Petards Group plc Annual report and financial statements 2020
Notes (continued)
(forming part of the financial statements)
11 Intangible assets – Group continued
Goodwill has been allocated to cash generating units as follows:
Petards Joyce-Loebl
QRO Solutions
RTS Solutions
2020 2019
£000 £000
219 401
488 306
781
781
1,488
1,488
Impairment is tested by calculating its value in use by reference to discounted cash flow forecasts over a five year period. The key assumptions
for the value in use calculation are those regarding the growth rates, discount rates and expected changes in profit margins during the
period. These are based on approved forecasts for the next year and an assumption of no growth thereafter has been applied in perpetuity
(2019: approved forecasts for the next year and an assumption of no growth thereafter, applied in perpetuity) and are based on forecast profit
margin being maintained (2019: profit margin maintained). The discount rate applied is 10% (2019: 10%).
For Petards Joyce-Loebl the discount rate would have to increase to 38% before there is an impairment. The gross profit would have to fall
by 74% before there is an impairment.
For QRO Solutions the discount rate would have to increase to 75% before there is an impairment. The gross profit would have to fall by 87%
before there is an impairment.
For RTS Solutions the discount rate would have to increase to 32% before there is an impairment. The gross profit would have to fall by 69%
before there is an impairment.
The Company had no intangible assets in 2019 or 2020.
12 Investments
The Group and Company have the following investments in subsidiary undertakings:
Name of company
Petards Joyce-Loebl Limited
QRO Solutions Limited
RTS Solutions (UK) Limited
RTS Solutions (Holdings)
Limited
Water Hall Group plc
Petards Limited
Joyce-Loebl Group Limited
Petards International Limited
Petards Traincare Limited
Petards Railcare Limited
Country of operation
and registration
England (2)
England (1)
England (1)
England (1)
England (1)
England (2)
England (2)
England (2)
England (1)
England (1)
Registered offices:
(1) Parallel House, 32 London Road, Guildford, GU1 2AB
(2) 390 Princesway, Team Valley, Gateshead, Tyne and Wear, NE11 0TU
Nature of business
Holding
Specialist electronic systems
Specialist electronic systems
Specialist electronic systems
Ordinary shares
Ordinary shares
Ordinary shares
Non-trading
Non-trading
Dormant
Dormant
Dormant
Dormant
Dormant
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Proportion held
Group
Company
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
261330 Petards pp35-end.qxp 21/06/2021 17:30 Page 57
Petards Group plc Annual report and financial statements 2020 | 57
Financial statements
12 Investments continued
Shares in
subsidiary
undertakings
Company £000
Cost
At 1 January 2019, 31 December 2019 and 1 January 2020 18,365
Acquisition 5
At 31 December 2020 18,370
Provisions for impairment in value
At 1 January 2019, 31 December 2019 and 31 December 2020 5,514
Net book value
At 1 January 2019 12,851
At 31 December 2019 12,851
At 31 December 2020 12,856
The addition in 2020 relates to a subscription for shares for a small shareholding in a private technology company.
13 Deferred tax assets and liabilities
Group
Recognised deferred tax assets and liabilities are attributable to the following:
Property, plant and equipment
Provisions
Tax value of loss carry-forwards
Intangible fixed assets
Initial application of IFRS 15
Tax assets/(liabilities)
Offset of tax
Net tax assets
Assets
Liabilities
Net
2020
£000
–
5
937
–
–
942
(420)
522
2019
£000
–
5
919
–
12
936
(408)
528
2020
£000
(48)
–
–
(372)
–
(420)
420
–
2019
£000
(80)
–
–
(328)
–
(408)
408
–
2020
£000
(48)
5
937
(372)
–
522
–
522
2019
£000
(80)
5
919
(328)
12
528
–
528
Unrecognised deferred tax assets are attributable to the following:
Property, plant and equipment
Provisions
Tax value of loss carry-forwards
Tax assets
There is no expiry date on the above unrecognised deferred tax assets.
Assets Assets
2020 2019
£000 £000
278 248
2 2
1,356
1,475
1,755
1,606
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58 | Petards Group plc Annual report and financial statements 2020
Notes (continued)
(forming part of the financial statements)
13 Deferred tax assets and liabilities continued
Movement in deferred tax during the year
Property, plant and equipment
Provisions
Tax value of loss carry-forwards
Intangible fixed assets
Initial application of IFRS 15
Movement in deferred tax during the prior year
Property, plant and equipment
Provisions
Tax value of loss carry-forwards
Intangible fixed assets
Initial application of IFRS 15
Company
Recognised deferred tax assets are attributable to the following:
Tax value of loss carry-forwards
Tax assets
Unrecognised deferred tax assets are attributable to the following:
Property, plant and equipment
Provisions
Tax value of loss carry-forwards
Tax assets
There is no expiry date on the above unrecognised deferred tax assets.
1 January
2020
£000
Recognised 31 December
2020
£000
in income
£000
(80)
5
919
(328)
12
528
32
–
18
(44)
(12)
(6)
(48)
5
937
(372)
–
522
1 January
2019
£000
Recognised 31 December
2019
£000
in income
£000
(46)
5
524
(103)
10
390
(34)
–
395
(225)
2
138
(80)
5
919
(328)
12
528
Assets Assets
2020 2019
£000 £000
145
145
130
130
Assets Assets
2020 2019
£000 £000
26 23
3 2
124
98
127
149
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Petards Group plc Annual report and financial statements 2020 | 59
Financial statements
14 Inventories
Raw materials and consumables
Work in progress
Group
Company
2020
£000
1,357
1,015
2,372
2019
£000
1,278
1,152
2,430
2020
£000
–
–
–
2019
£000
–
–
–
The directors consider all inventories to be essentially current in nature although the duration of certain contracts is such that a proportion
of inventories will not be realised within 12 months. It is not possible to determine this amount with precision as this is dependent on a
number of issues including future order volumes, the timing of project milestones and customer call off schedules.
Inventories recognised as cost of sales in the year amounted to £4,944,000 (2019: £9,760,000). At 31 December 2020 inventories are shown
net of provisions of £327,000 (2019: £251,000).
15 Trade and other receivables
Trade receivables
Amounts owed by group undertakings
Corporation tax recoverable
Other receivables
Prepayments and accrued income
Group
Company
2020
£000
2,381
–
15
4
245
2,645
2019
£000
2,592
–
942
28
236
3,798
2020
£000
–
200
–
–
25
225
2019
£000
–
738
–
13
21
772
At 31 December 2020 trade receivables include retentions of £240,000 (2019: £223,000).
The Group has a variety of credit terms depending on the customer and these generally range from 14 to 60 days. The majority of the Group’s
sales are made to government agencies and blue chip companies and consequently have very low historical default rates. No expected
credit loss provision is considered necessary.
At 31 December 2020 trade receivables are shown net of an allowance for credit notes of £nil (2019: £nil) arising from the ordinary course
of business.
The ageing of trade receivables at the balance sheet date was:
Group
Not past due date
Past due date (0-90 days)
Past due date (over 90 days)
Group
2020
Gross and
net trade
receivables
£000
2019
Gross and
net trade
receivables
£000
1,850 1,628
350 624
340
181
2,381
2,592
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Notes (continued)
(forming part of the financial statements)
15 Trade and other receivables continued
Management has no indication that any unimpaired amounts will be irrecoverable. No other receivables are past due in either the current
or prior year.
In 2020 revenues for two customers each exceeded 10% of the Group’s revenues. Revenues from these customers were £3,827,000, and
£1,462,000 (2019: Two customers: £4,976,000 and £1,966,000) of which £979,000 was included in the carrying amount of trade receivables at
31 December 2020 (2019: £1,424,000).
The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was:
UK
Europe
Other regions
Group
2020 2019
£000 £000
2,077 2,290
302 300
2
2
2,381
2,592
The Group’s exposure to credit and currency risks and impairment losses related to trade receivables is disclosed at note 22.
The Company has no trade receivables but it has receivables from group undertakings which are analysed at note 26. No expected credit
loss provision is considered necessary.
16 Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents per balance sheet and per cash flow statement
Group
Company
2020
£000
2,204
2019
£000
827
2020
£000
1,097
2019
£000
72
The Group’s exposure to credit and currency risk related to cash and cash equivalents is disclosed at note 22.
17 Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group’s and Company’s interest-bearing loans and borrowings, which are
measured at amortised cost. More information about the Group’s and Company’s exposure to interest rate and foreign currency risk is disclosed
at note 22.
Non-current liabilities
Bank loan
Lease liabilities
Current liabilities
Bank loan
Lease liabilities
Group
Company
2020
£000
375
274
649
252
124
376
2019
£000
–
338
338
881
133
1,014
2020
£000
375
–
375
252
–
252
2019
£000
–
–
–
881
–
881
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Petards Group plc Annual report and financial statements 2020 | 61
Financial statements
17 Interest-bearing loans and borrowings continued
The interest rate is set at LIBOR plus 3.19% and the loan is secured by a fixed and floating charge over the assets of the Group. In May 2021
the bank loan was re-financed as a CBILS term loan over the existing term and no interest is payable for the first year. The Group had available
a revolving credit facility of up to £750,000 which was undrawn at both 31 December 2020 and 31 December 2019. Post year end that facility
was replaced with a £2,500,000 3-year CBILS overdraft facility which expires in May 2024.
Changes in liabilities from financing activities
Non-current
Current
loans and
loans and
borrowings borrowings
£000
£000
Lease
liabilities
£000
Balance at 1 January 2019 –
Cash items:
Repayment of bank loan and interest –
Payment of lease liabilities –
Non-cash items:
New lease liabilities (Note 10) –
Interest expense –
Re-classified from current to non-current in year 375
Balance at 31 December 2020 375
881
(283)
–
–
29
(375)
252
471
–
(158)
65
20
–
398
Current
Non-current
loans and
loans and
borrowings borrowings
£000
£000
Lease
liabilities
£000
Balance at 1 January 2019 875
Cash items:
Repayment of bank loan and interest –
Payment of lease liabilities –
Non-cash items:
New lease liabilities (note 10) –
Interest expense –
Re-classified from current to non-current in year (875)
Balance at 31 December 2019 –
258
(303)
–
–
51
875
881
404
–
(142)
184
25
–
471
18 Trade and other payables
Non-current liabilities
Amounts owed to group undertakings
Current liabilities
Trade payables
Amounts owed to group undertakings
Contract liabilities
Non-trade payables and accrued expenses
Group
Company
2019
£000
–
2,251
–
1,320
1,354
4,925
2020
£000
956
31
2,234
–
275
2,540
2019
£000
930
48
1,847
–
142
2,037
2020
£000
–
1,434
–
1,177
2,949
5,560
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62 | Petards Group plc Annual report and financial statements 2020
Notes (continued)
(forming part of the financial statements)
18 Trade and other payables continued
Contract liabilities
At 1 January
Amounts included in contract liabilities that were recognised as
revenue during the year
Cash received in advance of performance and not recognised as
revenue during the year
At 31 December
Group
Company
2020
£000
1,320
2019
£000
1,167
(867)
(748)
724
1,177
901
1,320
2020
£000
2019
£000
–
–
–
–
–
–
–
–
No amounts included in current liabilities are expected to be settled in more than 12 months (2019: £nil). In both 2020 and 2019 amounts
payable to group undertakings in current liabilities are due on demand but have no fixed repayment dates.
The non-current amount payable to a group undertaking is formally agreed, attracts interest at 3.25% and is not repayable before 30 June 2022.
19 Employee benefits
Defined contribution plans
The Group operates defined contribution pension plans.
The total expense relating to defined contribution plans in the current year was £175,000 (2019: £213,000).
Share-based payments
The Company has granted share options under its Enterprise Management Incentive Scheme (‘EMI Scheme’), and an Unapproved Share
Option Scheme (‘Unapproved Scheme’). Options granted have a contractual life of ten years and are exercisable on the third anniversary
from the date of grant. All options are to be settled by physical delivery of shares.
The unexercised options at 31 December 2020 are stated below.
Date of grant
Scheme
Nov 2013
Jan 2016
Jan 2016
Jul 2017
Oct 2018
Oct 2018
Apr 2019
EMI Scheme
EMI Scheme
Unapproved Scheme
EMI Scheme
EMI Scheme
Unapproved Scheme
EMI Scheme
(1) Fully vested
(2) 3 years from date of grant
Exercise
price
(pence)
8.00p
12.25p
12.25p
29.00p
21.50p
21.50p
23.50p
Number of
options granted
Vesting
conditions
1,312,500
1,590,204
189,796
80,000
575,000
875,000
75,000
(1)
(1)
(1)
(2)
(2)
(2)
(2)
Exercise period
Nov 2013 – Nov 2023
Jan 2019 – Jan 2026
Jan 2019 – Jan 2026
Jul 2020 – Jul 2027
Oct 2021 – Oct 2028
Oct 2021 – Oct 2028
Apr 2022 – Apr 2029
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Petards Group plc Annual report and financial statements 2020 | 63
Financial statements
19 Employee benefits continued
Outstanding at beginning of the year
Granted
Forfeited/lapsed
Exercised
Outstanding at the end of the year
Exercisable at the end of the year
2020
2019
Weighted
average
exercise
price
£
0.143
–
0.1225
0.1225
0.144
0.112
Number of
shares
4,917,500
–
(160,000)
(60,000)
4,697,500
3,172,500
Number of
shares
4,842,500
75,000
–
–
4,917,500
3,312,500
Weighted
average
exercise
price
£
0.141
0.235
–
–
0.143
0.106
The estimated fair value of the options ranges between 2.5p and 9.8p. These were calculated by applying the Black-Scholes option pricing
model. The model inputs were the share price at the date of grant, the appropriate exercise price, expected volatility of 30.7% (2019: 30.7%)
and a risk free interest rate of 0.8% (2019: 0.8%). It was assumed that option holders would exercise their options during the first year after the
option vesting date. The volatility measured at the standard deviation of continuously compounded share returns is based on statistical
analysis of daily share prices over the period of one year to the date of grant.
During the year options were exercised in respect of 60,000 shares which were satisfied by the issue of new shares and for which the related
weighted average share price at the time of exercise was 12.25p.
The options outstanding at 31 December 2020 had exercise prices ranging from 8p to 29p and the weighted average remaining contractual
life of the options was 5.4 years.
The Group and Company recognised a total expense of £26,000 (2019: £30,000) in respect of equity settled share options.
20 Share capital
At
At
31 December 31 December
2019
Number
2020
Number
Number of shares in issue – allotted, called up and fully paid
Ordinary shares of 1p each
Value of shares in issue – allotted, called up and fully paid
Ordinary shares of 1p each
57,528,229
57,468,229
£000
£000
575
575
The Company’s issued share capital comprises 57,528,229 ordinary shares of 1p each, all of which have equal voting rights.
On 13 January 2020 the Company issued 60,000 ordinary 1p shares at a price of 12.25p each on the exercise of employee share options.
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Notes (continued)
(forming part of the financial statements)
21 Equity reserve
The equity reserve relates to the fair value of the share options issued but not yet exercised in respect of the acquisition of Water Hall Group plc
in 2013.
22 Financial risk management
The Group’s and Company’s policy is to maintain a strong capital base with a view to ensuring that entities within the Group will be able to
continue as going concerns.
The Group’s and Company’s principal financial instruments comprise short term debtors and creditors, short term bank deposits, cash, bank
borrowings, leases and, when required, forward currency contracts and options. Neither the Group nor the Company trades in financial
instruments but, where appropriate, uses derivative financial instruments in the form of forward foreign currency contracts and options to
help manage foreign currency exposures. The prime objective of the Group’s and Company’s policy towards financial instruments is to
manage their working capital requirements and finance their ongoing operations.
Capital management
The Group’s and Company’s policy is to maintain a strong capital base with a view to ensuring that entities within the Group will be able to
continue as going concerns. The Group and Company finance their operations through retained earnings, cash resources, bank borrowings,
share placings and the management of working capital. It is the intention to issue new shares when satisfying share based incentive schemes.
Capital is defined as total equity as set out in the balance sheet.
Management of financial risk
The main risks associated with the Group’s financial instruments have been identified as credit risk, liquidity risk and foreign currency risk.
The main risks associated with the Company’s financial instruments have been identified as liquidity risk. The Board is responsible for managing
these risks and the policies adopted, which have remained largely unchanged throughout the year.
Credit risk
The carrying amount of financial assets included in the balance sheet, which represents the maximum credit risk, and the headings in which
they are included are as follows:
Current assets
Trade receivables
Other receivables
Cash and cash equivalents
Group
Company
2020
£000
2,381
4
2,204
4,589
2019
£000
2,592
–
827
3,419
2020
£000
–
200
1,097
1,297
2019
£000
–
738
72
810
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations,
and arises principally from the Group’s receivables from customers. The Group’s risk is influenced by the nature of its customers. The majority
of sales are made to government agencies and blue chip companies. New customers are analysed for creditworthiness before the Group’s
standard payment and delivery terms and conditions are offered and appropriate credit limits set. Customers that fail to meet the Group’s
benchmark creditworthiness may transact with the Group only on a prepayment basis. The carrying amount of trade receivables in the
balance sheet represents the maximum exposure to credit risk and further details are given in note 15 to the financial statements. The Board
considers the Group’s exposure to credit risk to be acceptable and normal for an entity of its size given the industries in which it operates.
The Company’s financial assets comprise amounts owed by group undertakings and the Board considers that there is no significant exposure
to credit risk.
Surplus cash balances are placed on short term deposit with UK banks.
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Petards Group plc Annual report and financial statements 2020 | 65
Financial statements
22 Financial risk management continued
Interest rate risk
The Group has financed its operations from its own cash resources and a bank loan drawn in 2018 for the acquisition of RTS Solutions
(Holdings) Limited. The Group’s bank borrowings bear interest at LIBOR plus 3.19%. If LIBOR were to change by 50% the impact would be less
than £10,000.
The interest rate risk profile of the Group’s and Company’s interest bearing financial instruments was as follows:
Group
Company
Interest rate risk profile of financial assets
Floating rate assets (by currency):
Sterling
US dollar
Euro
Interest rate profile of financial liabilities
Fixed rate liabilities (by currency):
Sterling
Floating rate liabilities (by currency):
Sterling
2020
£000
2,101
100
3
2,204
398
627
2019
£000
800
1
26
827
471
881
2020
£000
1,097
–
–
1,097
–
627
2019
£000
72
–
–
72
–
881
The fixed rate financial liabilities comprises lease liabilities.
While the Group and Company have access to a revolving credit facility which carries a variable interest rate, this facility was undrawn at
31 December 2020 and at 31 December 2019, so the Group and Company are not exposed to interest rate risk on this facility.
Liquidity risk
Liquidity risk is the risk that the Group and Company will not be able to access the necessary funds to finance their operations. Their own
cash resources and bank borrowings are the predominant source of funds. Surplus cash is placed on short term deposit with UK banks.
The Group manages its liquidity risk by monitoring existing facilities and cash flows against forecast requirements based on a rolling
cash forecast.
The carrying amount of financial liabilities included in the balance sheet and the headings in which they are included are as follows:
Current liabilities
Trade and other payables
Lease liabilities
Bank loan
Amounts owed to group undertakings
Non-current liabilities
Lease liabilities
Bank loan
Amounts owed to group undertakings
Group
Company
2019
£000
4,925
133
881
–
338
–
–
2020
£000
306
–
252
2,234
–
375
956
2019
£000
190
–
881
1,847
–
–
930
2020
£000
5,560
124
252
–
274
375
–
6,585
6,277
4,123
3,848
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66 | Petards Group plc Annual report and financial statements 2020
Notes (continued)
(forming part of the financial statements)
22 Financial risk management continued
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the effect of
netting agreements:
Non-derivative financial liabilities
Lease liabilities
Bank loan
Trade and other payables
Carrying
amount
£000
Contractual
cash flows
£000
398
627
5,473
475
653
5,473
6,601
2020
1 year
or less
£000
147
267
5,473
5,887
1 to
<2 years
£000
2 to
<5 years
£000
5 years
and over
£000
144
259
–
403
184
127
–
311
–
–
–
–
The contractual cash flows include interest estimated at a rate of between 3.28% and 4.25%.
Non-derivative financial liabilities
Finance lease liabilities
Bank loan
Trade and other payables
Carrying
amount
£000
Contractual
cash flows
£000
471
881
4,925
531
944
4,925
6,400
2019
1 year
or less
£000
146
291
4,925
5,362
1 to
<2 years
£000
2 to
<5 years
£000
5 years
and over
£000
138
269
–
407
247
384
–
631
–
–
–
–
The directors consider that the carrying amounts of financial assets and liabilities approximate their fair values.
Foreign currency risk
The Group is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional
currencies of Group entities. About 6 percent (2019: 16 percent) of the Group’s sales are to customers in Continental Europe and less than 1
percent (2019: less than 1 percent) are to customers in the Rest of the World. These sales are priced in sterling and euros. The Group’s policy is
to reduce currency exposures on sales through, where appropriate, forward foreign currency contracts. The Group also makes purchases in
sterling, euros and US dollars and this provides a small element of natural hedge. All the other sales are denominated in sterling.
Currency risk of financial assets and liabilities
The Group also has non-structural currency exposures i.e. those exposures arising from sales and purchases by group companies in currencies
other than that company’s functional currency. These exposures give rise to net currency gains/losses recognised in the income statement,
and represent monetary assets and liabilities of the Group that were not denominated in the functional currency of the company involved.
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Petards Group plc Annual report and financial statements 2020 | 67
Financial statements
22 Financial risk management continued
At 31 December 2020 and 2019 the significant exposures in this respect were trade receivables and payables and were as follows:
Currency
US dollar
Euro
2020
Receivables
£000
2020
Payables
£000
2019
Receivables
£000
2019
Payables
£000
8
–
8
(118)
(60)
(178)
–
8
8
(40)
(182)
(222)
In the opinion of the directors the business has no significant exposure to market risk arising from currency exchange or other price
fluctuations at 31 December 2020 and it has therefore not been deemed necessary to include a sensitivity analysis.
23 Lease expenses
Short term lease expense
Low value lease expense
Group
2020
£000
36
6
42
2019
£000
41
6
47
Company
2020
£000
7
–
7
2019
£000
15
–
15
24 Capital commitments
At 31 December 2020 the Group was committed to capital expenditure of £73,000 (2019: £nil). The Company had no such commitments
(2019: none).
25 Contingent liabilities
At 31 December 2020 the Company has guaranteed the contract performance of subsidiary companies in respect of customer contracts
which have yet to be completed amounting to £7,328,000 (2019: £8,623,000).
26 Related party transactions
Transactions/balances with subsidiaries – Company
During the year the Company provided administrative services to subsidiary undertakings totalling £1,148,000 (2019: £1,172,000). The balances
due by subsidiaries at year end are shown in note 15 and comprised an amount owed by RTS Solutions (Holdings) Ltd of £200,000
(2019: £200,000).
The balances due to subsidiaries at the year end shown in note 18 comprised amounts owed to Petards Joyce-Loebl Ltd of £466,000
(2019: owed from Petards Joyce-Loebl Ltd £538,000), QRO Solutions Ltd of £653,000 (2019: £889,000), Water Hall Group plc £956,000
(2019: £930,000) and to RTS Solutions (UK) Ltd £1,115,000 (2019: £958,000).
There is no ultimate controlling party of Petards Group plc.
Transactions with directors – Group
Fees of £182,000 (2019: £173,000) were paid to Adcel, a company wholly controlled by P Negus, in respect of fees for the provision of
consultancy services (note 4).
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68 | Petards Group plc Annual report and financial statements 2020
Notes (continued)
(forming part of the financial statements)
26 Related party transactions continued
Key management compensation
Key management compensation comprises salaries, fees, bonuses, employer pension contributions, share based payment charges and
employer social security costs.
The key management of the Group are the directors of Petards Group plc and their compensation is as follows:
Salaries, fees and bonuses
Employer pension contributions
Share based payment charges
Employer social security costs
Group
2019
£000
552
1
29
41
623
2020
£000
501
1
24
37
563
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Petards Group plc Annual report and financial statements 2020 | 69
Financial statements
Alternative performance measures glossary
This report provides alternative performance measures (“APMs”), which are not defined or specified under the requirements of International
Financial Reporting Standards. The Board believes that these APMs provide management with useful performance measurement indicators
and readers with important additional information on the business.
Adjusted EBITDA
Adjusted EBITDA is earnings before financial income and expenses, tax, depreciation, amortisation, exceptional items, acquisition costs and
share based payment charges. Adjusted EBITDA is considered useful by the Board since by removing exceptional items, acquisition costs
and share based payment charges, the year on year operational performance comparison is more comparable.
Order intake
The value of contractual orders received from customers during any period for the delivery of performance obligations. This allows
management to monitor the performance of the business.
Order book
The value of contractual orders received from customers yet to be recognised as revenue. This allows management to monitor the
performance of the business and provides forward visibility of potential earnings.
Net funds/(debt)
Total net funds comprises cash and cash equivalents less interest bearing loans and borrowings. This allows management to monitor the
indebtedness of the Group.
Current net funds/(debt)
Current net funds comprises cash and cash equivalents less current liabilities in respect of interest bearing loans and borrowings, excluding
liabilities recognised on the adoption of IFRS 16 ‘Leases’. This allows management to monitor the short term indebtedness of the Group.
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AGM and information
Directors, officers and advisors
Directors
Raschid Abdullah (Chairman)
Osman Abdullah
Terry Connolly FCA
Paul Negus
Company Secretary
Southern Secretarial Services Limited
Registered Office
Parallel House
32 London Road
Guildford
Surrey
GU1 2AB
Company Registration Number
02990100
Independent Auditor
BDO LLP
Arcadia House
Maritime House
Ocean Village
Southampton
SO14 3TL
Bankers
Santander UK plc
1 Dorset Street
Southampton
SO15 2DP
Nominated Advisor & Joint Broker
WH Ireland Limited
St. Brandon's House
29 Great George St
Bristol
BS1 5QT
Joint Broker
Hybridan LLP
20 Ironmonger Lane
London
EC2V 8EP
Registrar
Share Registrars
The Courtyard
17 West Street
Farnham
GU9 7DR
Website
www.petards.com
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Petards Group plc Annual report and financial statements 2020 | 71
Financial statements
Notice of Annual General Meeting
Notice is hereby given that the 2021 Annual General Meeting of Petards Group plc (the “Company”) will be held at The County Club,
158 High Street, Guildford, Surrey GU1 3HJ on 22 July 2021 at 11.00 a.m..
Whilst the Directors are hopeful that the current public health restrictions across England will make attendance at the AGM
lawful for shareholders, given ongoing public health considerations, shareholders are strongly encouraged not to attend the
meeting in person. The Board encourages shareholders to complete Forms of Proxy, appointing the Chair of the meeting as
proxy, and to vote on the resolutions before the deadline of 11.00 a.m. on 20 July 2021.
The Meeting will deal with the following items:
Ordinary Business
1. To receive and consider the audited accounts of the Company for the year ended 31 December 2020 together with the directors'
report and the auditor’s report.
2. That Paul Negus, who retires by rotation, be re-elected as a director of the Company.
3. To re-appoint BDO LLP as auditor to hold office from the conclusion of the meeting until the conclusion of the next general meeting
at which the accounts are laid before the Company.
4. Subject to resolution 3 being approved, to authorise the directors to fix the auditor’s remuneration.
Special Business
To consider and, if thought fit, pass the following resolutions of which resolution number 5 shall be passed as an ordinary resolution and
resolution numbers 6 and 7 shall be passed as special resolutions:
5. That, in substitution for all existing authorities, to the extent unused, and pursuant to section 551 of the Companies Act 2006 (the
“Act”) the directors of the Company be and they are hereby generally and unconditionally authorised to exercise all the powers of the
Company to allot shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company up to
an aggregate nominal amount of £189,843 (being approximately 33% of the present issued ordinary share capital of the Company)
provided that this authority shall, unless renewed, varied or revoked, expire on the conclusion of the Annual General Meeting of the
Company to be held in 2022, save that the directors be and they are hereby entitled, as contemplated by section 551(7) of the Act, to
make at any time prior to the expiry of such authority any offer or agreement which would or might require shares to be allotted or
rights to subscribe for or convert securities into shares to be granted after the expiry of such authority and the directors may allot
shares or grant rights to subscribe for or convert securities into shares in pursuance of such an offer or agreement as if the authority
conferred hereby had not expired.
6. That, subject to and conditional on resolution 5 above being duly passed, the directors of the Company be and they are hereby
empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) in the capital
of the Company for cash pursuant to the authority conferred by resolution 5 above as if section 561(1) of the Act 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 such securities by way of rights, or other pre-emptive offer, to holders of ordinary shares in
proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other
arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical
problems under the laws of any relevant territory, or the requirements of any regulatory body or stock exchange; and
(B) otherwise than pursuant to (a) above up to a maximum aggregate nominal amount of £86,292 (being approximately 15% of
the present issued ordinary share capital of the Company):
provided that such power shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2022,
save that the Company may make an offer or agreement prior to such expiry which would or might require equity securities to
be allotted after the expiry of such power, and the directors may allot equity securities in pursuance of that offer or agreement
as if such power had not expired.
7. That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make one
or more market purchases (within the meaning of section 693(4) of the 2006 Act) of ordinary shares of 1p each of the Company
provided that:
(A) the maximum number of ordinary shares authorised to be purchased is 5,752,822 (representing 10 per cent of the Company's
issued ordinary share capital as at 21 June 2021;
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72 | Petards Group plc Annual report and financial statements 2020
AGM and information
Notice of Annual General Meeting (continued)
(B) the minimum price which may be paid for an ordinary share is 1 pence (exclusive of expenses);
(C) the maximum price (exclusive of expenses) which may be paid for an ordinary share is an amount equal to 5 per cent above the
average of the middle market quotations for an ordinary share as derived from the London Stock Exchange for the 5 business
days immediately preceding the date on which the ordinary share is contracted to be purchased;
(D) unless previously received, varied, or revoked, the authority hereby conferred shall expire at the conclusion of the Company's
Annual General Meeting to be held in 2022; and
(E) the Company may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such
authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary
shares pursuant to any such contract.
BY ORDER OF THE BOARD
Southern Secretarial Services Limited
Company Secretary
Registered Office:
32 London Road
Guildford
25 June 2021
Surrey
GU1 2AB
Company Number: 02990100
Notes:
These notes need to be considered subject to the UK Government’s measures that are currently in force to limit the spread of Covid-19.
1. Pursuant to Part 13 of the Act and paragraph 18(c) of the Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009, only those members
registered in the register of members of the Company at 11.00 a.m. on 20 July 2021 (or if the AGM is adjourned, 11.00 a.m. on the date falling two days before the date fixed
for the adjourned AGM) shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Any changes to the register
of members after such time shall be disregarded in determining the rights of any person to attend or vote at the AGM. However, in light of the Covid-19 pandemic, members
and their proxies will not be allowed to attend the meeting.
2. Members who wish to attend the AGM in person should ensure that they arrive at the venue for the AGM in good time before the commencement of the meeting. Members
may be asked to provide proof of identity in order to gain admission to the AGM.
3. A member who is entitled to attend, speak and vote at the AGM may appoint a proxy to attend, speak and vote instead of him. A member may appoint more than one proxy
provided each proxy is appointed to exercise rights attached to different shares (so a member must have more than one share to be able to appoint more than one proxy). A
proxy need not be a member of the Company but must attend the AGM in order to represent you. A proxy must vote in accordance with any instructions given by the member
by whom the proxy is appointed. Appointing a proxy will not prevent a member from attending in person and voting at the AGM (although voting in person at the AGM will
terminate the proxy appointment).
4. A form of proxy accompanies this document. The notes to the proxy form include instructions on how to appoint the Chairman of the AGM as a proxy, and should be
followed carefully.
5. To be valid, a proxy form, and the original or duly certified copy of the power of attorney or other authority (if any) under which it is signed or authenticated, should reach the
Company’s registrar, Share Registrars, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, or by e-mail to voting@shareregistrars.uk.com, by no later than 11.00 a.m. on
20 July 2021.
6. If a member returns more than one proxy form, either by paper or electronic communication, the appointment received last by the Registrar before the latest time for the
receipt of proxies will take precedence.
7. In the case of joint holders of shares, the vote of the first named in the register of members who tenders a vote shall be accepted to the exclusion of the votes of other
joint holders.
8. A member that is a company or other organisation not having a physical presence cannot attend in person but can appoint someone to represent it. This can be done by the
appointment of a proxy (described in Notes 3 to 7 above).
9. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) 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 message
must be transmitted so as to be received by Share Registrars (ID 7RA36) no later than 48 hours, excluding non-working days, before the time fixed for the AGM. For this
purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Share Registrars
is able to retrieve the message by enquiry to CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee
through other means. Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages and normal system timings and limitations
will apply in relation to the input of a CREST Proxy Instruction. It is the responsibility of the CREST member concerned to take such action as shall be necessary to ensure that
a message is transmitted by means of the CREST System by any particular time. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in
Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Introduction
Petards’ operations continue to be focused upon the development, supply and maintenance of
technologies used in advanced security, surveillance and ruggedized electronic applications, the
main markets for which are:
Rail – software driven video and other sensing systems for on-train applications sold under the
eyeTrain brand to global train builders, integrators and rail operators, and web-based real-time
safety critical integrated software applications supporting the UK rail network infrastructure sold
under the RTS brand;
Traffic –Automatic Number Plate Recognition (“ANPR”) systems for lane and speed enforcement
and other applications, and UK Home Office approved mobile speed enforcement systems, sold
under the QRO and ProVida brands to UK and overseas law enforcement agencies and commercial
customers; and
Defence – electronic countermeasure protection systems, mobile radio systems and related
engineering services sold predominantly to the UK Ministry of Defence (“MOD”).
Contents
Financial and operational highlights
1
2 Chairman’s statement
Strategic report
4
12 Chairman’s corporate governance statement
19 Directors’ remuneration report
21 Directors’ report
24 Statement of directors’ responsibilities in respect
of the Annual Report and the financial statements
25 Independent auditor’s report to the members of
Petards Group plc
31 Consolidated income statement
32 Statements of changes in equity
33 Balance sheets
34 Statements of cash flows
35 Notes
69 Alternative performance measures glossary
70 Directors, officers and advisors
71 Notice of Annual General Meeting
Perivan 261330
Annual report and financial statements
31 December 2020
Petards Group plc
Registered number 2990100
Petards
Group plc
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Petards
Group plc
Parallel House, 32 London Road, Guildford, GU1 2AB, United Kingdom
Tel: +44 (0) 1483 230345
www.petards.com