TClarke plc

Results for the year ended 31 December 2022

TClarke delivers record revenues of £426m

TClarke plc ("the Group" or "TClarke"), the Building Services Group, announces its preliminary results for the year ended 31 December 2022.

Financial Highlights

FY 2022 summary

·      Record results with the Group on course to achieve its strategic target of £500m annual revenue

·      Revenue up 30% to £426m

·      Operating margin 2.7% (2021: 2.7%)

·      Earnings per share up 31% to 19.6p

·      Strong balance sheet

·      Net Cash £7.5m (2021: £5.3m)

·      Average month end cash £2.6m (2021: -£2.9m)

·      Net Assets £38.7m (2021: £26.5m)

·      High quality and growing forward order book of £555m, up 4% on 2021

·      Data centre business expanding rapidly; 2022 revenue £129m (2021: £39m)

·      Further progress made in expanding in the healthcare sector, large projects outside London and smart buildings. Total 2022 revenues from these sectors £91m (2021: £51m)

·      Progressive dividend policy with total dividend up 10%

·      Record intake of 50 Apprentices, with 210 now employed across TClarke

·      New target of 25% women in apprenticeship and training roles by 2028

·      Total type 1 and 2 emissions fall to 4.8 tCO2e/£m revenue (2021: 5.8 tCO2e/£m revenue)

Mark Lawrence, CEO commented

"2022 has been a transformational year in the history of TClarke with a significant step change in the size of the Group. Our record results reflect the high quality of our operations and talent and commitment of our people and supply chain partners.

The Group is in fantastic shape. We have an excellent order book of high quality projects across a wide range of sectors.  The business is supported by our strong balance sheet, which continues to grow, with net assets increasing by 46% compared with 2021.  We remain committed to delivering economic, social and environmental value for all our stakeholders and are working towards achieving net zero by 2026.

Looking ahead, we continue to make excellent progress in our chosen markets and our well-positioned to achieve our £500m revenue target in 2023.''

-ends-

Date: 8^th March 2023

For further information contact:

TClarke plc

Mark Lawrence Group Chief Executive

Trevor Mitchell Finance Director

Tel: 020 7997 7400

 www.tclarke.co.uk

Cenkos Securities plc (Corporate Broker)

Ben Jeynes (Corporate Finance)

Alex Pollen (Sales)

Tel: 020 7397 8900

 www.cenkos.com

RMS Partners

Simon Courtenay

Tel: 020 3735 551

Online Investor Presentation

Mark Lawrence and Trevor Mitchell will be hosting a live online investor presentation at 2.00pm on Thursday 9^th March 2023.

The presentation is open to all existing and potential shareholders and the Group welcomes the interaction with shareholders.  It will be structured to provide investors with a greater understanding of the Group, its markets and its growth strategy.  The management team will be presenting the Group's financial performance during the year and will be explaining its strategy and operational strengths.  They will also be presenting how the order book is growing and which sectors the Group is winning work in.

Questions can be submitted at any time during the live presentation.  Shareholders and potential investors can register to join the webinar for free via this link:

Zoom Webinar Registration - TClarke Investor Presentation

For those that cannot attend, a recording of the presentation will be available to view on the company's corporate website www.tclarke.co.uk

No material new financial or other information will be provided during the presentation.

Chairman's Statement

In 2022 TClarke has again continued to grow and deliver excellent results. Our record revenue of £426m is a significant step towards achieving our near-term target of £500m annual revenue. Our operating profit is £11.5m at a margin of 2.7%, which is an outstanding result in the current economic and political environments in which we operate.

Our growth and margin performance is a result of the successful implementation and delivery of our strategy. It is also the result of effective and continuous strategic and operational management oversight and direction, supported by strong financial, management and delivery disciplines which are constantly and consistently applied across the Group.

We continue to grow and successfully deliver in our core Engineering Services markets; we are experiencing significant growth across our chosen market sectors. This is particularly the case in the Technologies sector, where revenue has trebled to £145m. The Technologies sector is benefitting from the investments we have made in capabilities, leadership and client relationships over the last few years.

The forward order book stands at £555m (2021: £534m) of which £430m (2021: £379m) represents committed revenue for 2023.

Building on our existing balance sheet strength is another key part of our strategy as we grow the business. Net assets of the Group have grown by 46% during 2022 and now amount to £38.7m (2021: £26.5m). Within this net cash has increased to £7.5m (2021: £5.3m).

We are fully committed to a progressive dividend policy while at the same time balancing the interests and needs of all stakeholders. We are proposing a 2022 final dividend of 4.1p per share (2021: 4.1p), which together with the interim dividend of 1.25p paid in October 2022 brings the full 2022 dividend to 5.35p per share (2021: 4.85p), an increase of 10.3%.

Throughout 2022 TClarke has continued to build and deliver on our commitment to being a sustainable business, delivering ever improving environmental and sustainability performance and targets. We have become a Business Champion with Build UK demonstrating our commitment to the Construction Leadership Council's zero carbon change programme. During the year, we have also embedded stronger sustainability targets and requirements into our procurement strategy and supplier requirements and into our fleet management systems.

At TClarke we recognise that our growth and success could not be delivered without the skills, experience, focus and commitment of our people, subcontractors, and suppliers in all areas of the business. We continue to invest heavily in our resources to ensure we have the capacity and skills to deliver our growth ambitions in both our core Engineering Services market and our identified strategic growth markets. For example, we currently have 210 apprentices, representing 16% of our people, which is significantly above the industry norm of 5%. This is a substantial and positive investment made with our confidence in TClarke and the future.

The Board was strengthened by Aysegul Sabanci's appointment as a non-executive director on 1st May 2022. Aysegul's experience in operating in Europe in particular, will be invaluable as we expand our operations.

As we move through 2023 and beyond, we face significant external economic and national and geopolitical challenges and uncertainties which will affect all businesses and sectors. As I look forward, however, I am confident that TClarke is well placed to address and work through these challenges and continue to perform and deliver. Our strategy is well developed and being successfully implemented. This together with our strong commercial and management focus and controls gives TClarke the strength and stability to continue to grow, prosper and perform. We have the capacity, the order book and the opportunities. 

The TClarke brand is very strong, built upon our reputation for high quality engineering, reliability and on time delivery. This is made possible through the collective efforts of all of our people.  It is their outstanding effort and output that enables us to grow and perform and to face the future with confidence. 

Chief Executive's Report

A Resilient and Successful Business

Few other years in the history of TClarke have seen world events reshape our outlook like the last two. Yet despite all the challenges, TClarke has stayed true to its values and remained a unique and successful business, a great employer, and the partner of choice for our customers and supply chain. My thanks go to our people, customers, partners, shareholders, and the community for your continued support.

Delivering Our £500m Strategy

All in our sector have witnessed inflationary pressures and supply issues during the course of the year; generally our teams have been able to mitigate any impact on a project-by-project basis, without disruption to our operations.

We have previously declared our ambitious plan to achieve profitable revenues of £500m by the end of 2023 and I am pleased to report that the continued strength of our forward order book - of £555m and over £1bn of active opportunities - means we remain on track to achieve it.

Our order book has been replenished whilst maintaining our disciplined and selective bidding approach to opportunities, which is even more crucial in times of economic uncertainty; this business is not driven by winning projects that do not have the opportunity to return an acceptable margin.

Our business model is very straightforward and designed to provide consistent, balanced and complementary work stream opportunities for our five market sectors, across our UK locations. Its effectiveness is evidenced by our 2022 revenues which we have grown by almost £100m in 2022 delivering revenue of £426m; exceeding £400m for the first time (2021: 327m). This is a remarkable achievement and is a testament to the dedication of our people and the commitment and teamwork of our supply chain. A breakdown of our revenues is shown below:

£145m              Technologies, including Data Centres & Smart Buildings

£125m              Engineering Services

£80m                Infrastructure

£45m                Residential and Hotels

£31m                Facilities Management

The Group has invested, proactively and heavily in resources and capacity, to ensure our growth ambitions are fully supported, and our clients' projects are delivered on time.

Our organic growth strategy is based on the established engineering strengths of the business and targets additional revenue streams - which are now contributing significantly towards our £500m revenue goals. We are focused on maintaining our premier position in our five core market sectors whilst growing revenue from larger projects outside of London, expanding our healthcare offering, becoming a major player in the data centre market and investing in our capability to deliver smart building solutions. 2022 revenues from these growth areas total £220m (2021: £90m) and are shown below:

£129m              UK Data Centres

£47m                Healthcare projects

£37m                Larger projects outside London

£7m                  Developing innovative smart building solutions

2021 revenues were £39m, £31m, £16m and £4m respectively.

The standout growth revenue stream is from UK Data Centres where TClarke is delivering five data centres as principal contractor. There remain many opportunities for growth in this sector and we expect Data Centres to continue to contribute significant revenues in the medium term.

We now have 19 projects outside of London which have a contract value of £5m or more where we are either on site or the project is in the order book due to commence in 2023 or 2024.

What makes TClarke Unique

Brand and Heritage

Since 1889, when we pioneered the most advanced technology of the age, we have constantly changed and evolved our skill base to stay at the edge of technology and technical skills. But the emphasis on quality jobs for quality clients has never changed.

In the 21st century we must embrace new challenges, none greater than to mitigate the impacts of climate change. TClarke is committed to achieving net zero emissions and has a detailed road map in place to achieve this by 2026.  To ensure we and our sector achieve sustainable results in reaching this goal, we are working collaboratively and tirelessly aligning with our customers and working with our partners and suppliers to provide the innovative engineered solutions that are needed, in many cases pioneering or learning new skills.

In 2022 TClarke successfully achieved Build UK Business Champion status within the Construction Leadership Councils Co2nstruct Zero programme; the industry's zero carbon  change programme.

Client Retention

Our client retention rate is an integral part of the success of TClarke and 90% of our projects are with repeat clients and or principal contractors. We are rightly proud of the projects that we have secured and continue to deliver. Our focus remains on being selective when tendering projects and managing the risks, with established and well-defined processes throughout the life of a project.

Our retention rate and the depth and length of relationships we build with our clients and supply chain is a testament to the strong culture at all levels within our business.

It is no coincidence that we maintain a record order book having closely aligned ourselves with clients particularly major developers in London who have shown a long term commitment to the markets we operate in.

Onsite Resource

We have always believed that by giving our people lifelong career paths, we can build a stronger business and play a leading role in our communities.

No one matches our ability to dedicate our high quality, established teams complemented by our two prefabrication facilities in Stansted, Essex and Coatbridge, Central Scotland to our clients' projects. Those facilities help us maximise the use of MMC (Modern Methods of Construction), improve onsite logistics, reduce waste, and meet our environmental goals.

Growing our business and achieving our ambitions could not happen without the relentless drive and quality of our in-house teams. Our competitors, whose models are overly dependent upon the use of sub-contractors cannot achieve this.

Last year, we invested £6m (2021: £6m) in our apprentices across the UK. These ongoing investments lead to an exceptional and unique wealth of future talent, designed to deliver both skilled operatives and future leaders in volume and quality to meet our needs.

Engineering Expertise

Risks and rewards are highest for larger, more complex projects such as commercial offices, luxury hotels and leisure complexes, hospitals and major education or research facilities. This drives clients and principal contractors towards engineering services providers such as TClarke which have the necessary skills, governance and financial strength required to mitigate those risks.

Our team has the depth of experience, knowledge, and talent that no other company can match. Our staff are driven with passion and pride to complete projects across the electrical, mechanical, and technologies sectors. We have completed major and complex landmark projects that no other team in the market can match. Crucially, our expertise stays in our business and builds over time. This body of knowledge allows us to hand pick the right team for our clients' project needs.

An insight to our activities is provided in the following pages of this report, but some notable highlights include, at the end of 2022 TClarke was active on five UK data centre projects with further opportunities of additional phases.

In London, the excellent performance of our engineering services teams continues, recent project wins include a major infrastructure project at Canary Wharf and the refurbishment of two landmark five star hotels in the West End.

In Cambridge we secured Phase 2 of Unity Campus which features three new wet laboratory buildings of 32,500sq. ft., 31,000sq. ft. and 24,500sq. ft.

Our Infrastructure teams remain focused on the major areas of public sector infrastructure where complexity and new technologies play to our skill and quality advantages. During the year we enjoyed ongoing success in education, delivering 76 education projects and adding 42 new education projects in the forward order book.

We continue to work in hospitals across the country delivering major upgrades to the healthcare infrastructure. For example, TClarke has delivered a major CT and MRI facility for Basildon University Hospital. TClarke continues to win major projects such as the National Rehabilitation Centre which is one of the first of 40 new hospitals to be built by 2030.

Nationwide Capability

Our ability to deliver is unparalleled, employing engineers and skilled operatives from local communities nationwide, offering clients the full range of our services across the country. Our capabilities and ability to deliver are underpinned by the support we give our people and the process and procedures we have in place. Moreover, the strength of our balance sheet gives our customers confidence in all aspects of the business.

Our delegated approach to project management empowers and motivates our teams on the front lines to make informed decisions that result in exceptionally well-engineered projects.

Technology Leadership

No one leads quite like us in smart buildings technology. TClarke Intelligent Buildings is a division which has been built steadily in scale and capability through the last 15 years, designing and delivering the critical mechanical and electrical infrastructure for data centres as well as schools, housebuilders, commercial offices, and hospitals across the UK.

Smart Buildings could quite easily become the "Dark Art" of the industry, so our ambition is to demystify the whole topic and support our customers with the right product and to deliver this under the trusted TClarke brand.

This could be as simple as making a building smart ready with a TClarke Gateway, the provision of Smart Platforms, undertaking the role of the MSI (Master Systems Integrator) or a full turnkey solution.

Very few of our competitors can match the depth and range of the in house capabilities and access to technology partners that we offer.

Being a Responsible Business

As a responsible business TClarke strives to deliver social value and environmental protection and improvement of long lasting benefit to local communities.

Social value is defined as the contribution you make to society and in particular to the local and community where you operate. TClarke is proud to be based in the communities it serves and wants to ensure that we offer our teams the best environments to collaborate, share knowledge and build exciting careers. We create social value by keeping everyone safe, developing our people, building long term relationships, and enhancing local communities by providing training and work opportunities and supporting local community projects.

Leadership on Women in Apprenticeships and Training

For many years, we have been working, with some success, on the challenge of expanding our talent pool and bringing more women into our business across all roles.

But we can see a bigger prize if we can find a way to bring substantially more women into our apprenticeship and training programmes - particularly as these programmes provide the foundations for our professional standards and culture. If we can do this, then we are certain it will increase the quality of our engineering services and give us ongoing business advantages - as well as offering women across the UK excellent long-term career opportunities.

We therefore decided to announce a five-year target of filling 25% of our apprenticeship and training positions with women (currently 2%). This is recognised by our partners in the industry as an extremely ambitious target. It will require more than hard work on our part, we know we will need to listen carefully and adapt our business in various ways, to learn and to accept that there will be challenges.

It will be a very significant long-term project but, as the industry leader in apprenticeship and training provision, we are best placed to address it and get results.

The prize of a fully diverse workforce, fit for the future, accessing the greatest range of talent and capable of delivering TClarke Engineering Services is one which we want to win.

By collaborating with partners across our industry and taking the lead on such a major issue, we also recognise that what we achieve here will create far wider value and our successes will help reset everyone's standards and expectations.

Outlook

TClarke is in excellent shape, focused on repositioning the businesses and delivering our growth strategy which will aim to achieve a bigger overall business with record revenues of £500m in 2023.

Beyond this the board has approved a strategy and framework for our next stage of organic growth which will focus on maintaining our market share in our chosen markets whilst taking full advantage with our existing clients to pursue growth opportunities in areas such as European Data Centres and the Pharmaceutical technology sector.

We see the period beyond 2023 as an opportunity to lay the foundations for an even stronger TClarke with the business ideally positioned and focused on delivering the most high tech and engineering rich projects for our clients, whilst building our existing balance sheet strength, enabling all stake holders to share in the continuing success of TClarke.

We have some exciting opportunities ahead of us and remain confident that the group will continue to achieve optimum revenues and margins.

Group Financial Review

Key Highlights

Progress against strategic objectives:

The Group has performed strongly throughout the year, and we end 2022 with a record level of revenue driving up operating profit to £11.5m (2021: £8.8m). The outlook for 2023 looks equally healthy with the Forward Order Book now standing at £555m (2021: £534.2m). The growth in revenue represents a c.£100m increase on 2021 levels (up 30%), with a similar percentage increase in earnings per share. 2022 has seen a scale change in the size of the business. The rate of growth has been particularly strong within the Technologies Sector which now represents over a third of the Group's turnover, up from c.15% last year.

The proposed overall dividend for the year represents a 10% increase on 2021, and net assets now stand some 40% higher year on year, driven by our strong operating performance and a significant reduction in our defined benefit pension liability. Our growth has not been driven by acquisitions and this will remain our policy going forward.

Performance

Operating profit for 2022 was £11.5m (2021: £8.8m) on revenue of £426.0m (2021: £327.1m). Earnings per share were 19.60p for the year (2021: 14.99p) on an operating margin of 2.7% (2021: 2.7%). TClarke remains financially secure, ending the year with net cash of £7.5m with £30m of bank facilities at its disposal.

Finance costs were £1.2m (2021: £1.0m), comprising a £0.1m increase in bank interest and facility fees to £0.6m (2021: £0.5m); the Group's defined benefit pension scheme interest charge of £0.4m (2021: £0.4m); and an interest charge of £0.2m arising from IFRS 16 (2021: £0.1m).

The tax charge for the year was £1.9m (2021: £1.5m). TClarke maintains an open and collaborative working relationship in all interactions with HMRC, and there are no uncertain tax positions at present.

The Group paid its 2021 final dividend in full in May 2022 and an increased interim dividend in September 2022 of 1.25p (2021: 0.75p). The Board is proposing a final dividend of 4.1p (2021: 4.1p) which if approved at the AGM will be recorded and paid on 2 June 2023. The total proposed dividend therefore rises to 5.35p (2021: 4.85p), an increase of 10%. The dividend is covered 3.7 times by earnings. TClarke recognises that many of its shareholders invest for dividends.

Summary of Financial Performance

Dividend per share represents the interim and final dividend proposed or paid for the year in question.

London

Revenue from our London operations rose to £270.0m (2021: £189.4m), generating an operating profit of £10.6m (2021: £6.2m). Operating margin was 3.9% (2021: 3.3%).  The growth in revenue has been primarily driven by the success of our data centre offering where in addition to our current five live projects the tendering pipeline identifies many further opportunities. Our success in this area has been the key driver to our growth within the Technologies market sector. Our core Engineering Services have also continued to deliver strongly, with work on a number of high-profile commercial and hotel developments, with many of which offering future fit-out opportunities. Our medical division, operating out of our Stansted facility, continues to go from strength to strength.

UK South

Revenue from UK South rose to £78.0m (2021: £67.1m), with the region delivering an operating profit of £2.1m (2021: £2.6m) and giving rise to an operating margin of 2.7% (2021: 3.9%). The region has developed a high-quality customer base providing a significant quantity of repeat business and is particularly strong in infrastructure with many projects being undertaken in defence, education, and healthcare.  The region saw significant revenue growth compared to 2021, with strong performances in both Security and Climate divisions. Our new Oxford office is now fully operational having started to trade in the first half of the year and delivered a profit in its first full year. Operating margins are expected to recover in 2023 back to the UK South's normal operating margin of circa 3.5%.

UK North

Revenue rose to £78.0m (2021: £70.6m) with the region delivering an operating profit of £2.4m (2021: £3.0m) and giving rise to an operating margin of 3.1% (2021: 4.2%). Highlights for the year include the successful delivery of a major engineering services project in Manchester, our continued success in winning and delivering a number of educational projects through our Leeds office, and Scotland's increased pipeline of Engineering Services work, alongside its core residential business. Further diversification of Scotland's revenue streams is expected in 2023, with examples in the Forward Order Book including a regeneration contract in Charlotte Square, Edinburgh for the provision of office accommodation, and an education-related project with the Neilston Learning Campus.

Forward Order Book

The closing Forward Order Book of £555m represents a 4% increase compared to last year's, with a strong pipeline in all key markets. Importantly, we are securing large jobs across all regions, with every office reporting a profit in 2022. The Group has invested heavily in resources and capacity, ensuring that the Group's growth ambitions are fully supported, and our clients' projects continue to be delivered on time.

Cash Flow and Funding

Cash balances totalled £22.5m at 31 December 2022 (2021: £20.3m). £15m was drawn down under the Group's Revolving Credit Facility ("RCF") at both 31 December 2022 and 2021, resulting in net cash of £7.5m at the 2022 balance sheet date, an improvement of £2.2m on the prior year (£5.3m).

The increase in net cash has been largely driven by the Group's operating profit for the year once allowances have been made for other cash outflows such as dividend payments and the Group's commitment to the pension deficit reduction plan. Furthermore, the Group's continued focus on strong credit control processes has ensured that the growth in revenue has been achieved without any significant increase in working capital balances.

The Group renewed its banking facilities during the year and the total amount available under the RCF now stands at £25.0m (previously £15.0m). The RCF is committed until 31^st August 2026. A £5.0m overdraft facility (2021: £10.0m) is also available which is repayable on demand. Interest on overdrawn balances is charged at 2.0% above base rate, and interest on balances drawn down under the RCF is charged at 1.9% above SONIA. The Group was compliant with the terms of the facilities throughout the year ended 31st December 2022 and the Board's detailed projections demonstrate that the Group will continue to meet its obligations in the future.

The Board's projections show that TClarke is expected to maintain a healthy cash position throughout the next three-year period, and we do not anticipate seeking any additional facilities during this time.

The Group also has in place £65.1m of bonding facilities (2021: £50.1m), of which £34.3m were unutilised at 31st December 2022 (2021: £24.3m).

Defined Benefit Pension Scheme Obligations

The deficit on the Group's defined benefit pension scheme, as measured on an IAS 19 valuation basis for inclusion in these financial statements, has now reduced to £12.9m (2021: £23.9m). The reduction of £11.0m over the year has been largely driven by changes in financial assumptions, in particular around the discount rate applied to the liabilities, as well as benefiting from a significant transfer out of the scheme. The overall reduction has primarily been recognised through the Statement of Comprehensive Income.

A formal actuarial valuation of the pension scheme was conducted at 31st December 2021 showing a deficit of £19.8m, representing a funding level of 71%. The pension scheme's actuary has also looked at the position at 31 December 2022 in view of the very different macroeconomic conditions that currently exist. At that date the funding level remains at 71% but the deficit is estimated to have fallen to approximately £11m. Following the valuation, the Group has committed to a deficit reduction plan to eliminate the deficit over an 8 year period, through additional contributions of £1.2m per annum. During the year the Group made additional contributions at the rate of £1.5m per annum, as agreed in the previous deficit reduction plan.

Net Assets and Capital Structure

The Group is funded by equity capital, retained reserves and bank facilities, and there are no plans to change this structure or to raise new capital. We have built on our existing strong balance sheet and net assets are now £38.7m (2021: £26.5m), an increase of c.46%. The increase largely reflects the combined impact of the Group's profit after tax for the year, dividends paid, and the reduction in the defined benefit pension deficit.

Goodwill stood at £25.3m at the year-end (2021: £25.3m). The Board has undertaken an impairment review in respect of goodwill and has concluded that no impairment is necessary.

Financial Risk Management

The Group's main financial assets are contract and other trade receivables, and bank balances. These assets represent the Group's main exposure to credit risk, which is the risk that a counterparty will fail to discharge its obligations, resulting in financial loss to the Group. The Group may also be exposed to financial and reputational risk through the failure of a subcontractor or supplier.

The financial strength of counterparties is considered prior to signing contracts and reviewed as contracts progress where there are indications that a counterparty may be experiencing financial difficulty. Procedures include the use of credit agencies to check the creditworthiness of existing and new clients and the use of approved suppliers' lists and Group-wide framework agreements with key suppliers.

Accounting Policies

The Group's consolidated financial statements are prepared in accordance with the requirements of the Companies Act 2006 and in accordance with UK-adopted international standards. There have been no new accounting policies adopted in the year.

Consolidated Income Statement

For the year ended 31^st December 2022

Consolidated Statement of Comprehensive Income

For the year ended 31^st December 2022

Consolidated Statement of Financial Position

As at 31^st December 2022

Consolidated Statement of Cash Flows

For the year ended 31^st December 2022

Consolidated Statement of Changes in Equity

For the year ended 31^st December 2022

Notes to the preliminary financial information

Note 1 - Basis of preparation

TClarke plc is a public limited company listed on the London Stock Exchange, incorporated and domiciled in the United Kingdom. The nature of the Group's operations and its principal activities is providing electrical and mechanical contracting and related services to the construction industry and end users. The Company is limited by shares.

The financial statements included in this preliminary announcement have been prepared in accordance with the Disclosure and Transparency Rules of the UK Financial Conduct Authority, and the principles of UK-adopted international accounting standards, but do not comply with the full disclosure requirements of these standards. The financial information for the year ended 31 December 2021 is derived from the statutory financial statements for that year which have been delivered to the Registrar of Companies. The auditor reported on those financial statements: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under s498(2) or (3) of the Companies Act 2006. The financial information has been prepared on a going concern basis under the historic cost convention as modified by the revaluation of land and buildings.

The unaudited financial information contained in this announcement does not constitute the statutory financial statements of the Group as at and for the year ended 31 December 2022, but is derived from those financial statements, which have been prepared in accordance with UK-adopted international accounting standards. The financial statements themselves will be approved by the Board of Directors and reported on by the auditor and then subsequently delivered to the Registrar of Companies following the Company's Annual General Meeting. Accordingly, the financial information for 2022 is presented as unaudited in this announcement.

Note 2 - Significant accounting estimates

In the application of the Group's accounting policies, the Directors are required to make estimates and assumptions about the carrying amounts of assets and liabilities at the reporting date and the amounts of revenue and expenses

incurred during the period that may not be readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions that have the most significant impact are set out below.

Revenue and profit recognition for construction contracts

In order to determine the revenue and profit recognition in respect of the Group's construction contracts, the Group has to estimate the total costs to deliver the contract as well as the final contract value. The Group has to allocate total expected costs between the amount incurred on the contract to the end of the reporting period and the proportion to complete in a future period. The assessment of the total costs to be incurred and final contract value requires a degree of judgement and estimation.

The final contract value may include assessments of the recovery of contractual variations which have yet to be agreed with client, as well as additional compensation claim amounts. The amount of variations and claims are often not fully agreed with the customer due to timing and requirements of the normal contractual process. Therefore, assessments are based on an estimate of the potential cost impact of the compensation claims and revenue is constrained to amounts that the Group believes are highly probable of being received. The estimation of costs to complete is based on all available relevant information and may include estimates of any potential defect liabilities or liquidated damages for unagreed scope or timing variations. Costs incurred in advance of the contract that are directly attributable to the contract may also be included as part of the total costs to complete the contract.

Retirement Benefit Obligations

The cost of the defined benefit pension scheme and the present value of the pension obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date, taking advice from independent actuaries. Details of the key assumptions are set out in note 7.

The valuation is most sensitive to changes in the discount rate assumption. In determining the appropriate discount rate, the Group considers the interest rates of corporate bonds, extrapolated as needed along the yield curve to correspond with the expected term of the defined benefit obligation. The mortality rate is based on publicly available mortality tables. These mortality tables tend to change only at intervals in response to demographic changes. Future salary increases and pension increases are based on expected future inflation rates.

Note 3 - Segment information

(i) Reportable segments

The Group provides electrical and mechanical contracting and related services to the construction industry and end users.

For management and internal reporting purposes, the Group is organised geographically into three regional divisions: London, UK South and UK North, reporting to the Board who represent the "Chief Operating Decision-Maker" as per IFRS 8. The measurement basis used to assess the performance of the divisions is underlying operating profit, stated before amortisation of intangible assets and other non-underlying items.

All transactions between segments are undertaken on normal commercial terms. All the Group's operations are carried out within the United Kingdom, and there is no significant difference between revenue based on the location of assets and revenue based on location of customers. The accounting policies for the reportable segments are the same as the Group's accounting policies disclosed in note 1. Segmental information is based on internal management reporting.

(ii) Segment information and revenue analysis - Current Year

(iii) Segment information and revenue analysis - Prior Year

Note 4 - Taxation

Note 5 - Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of Ordinary shares in issue during the year.

(ii) Diluted earnings per share

Diluted earnings per share is calculated by adjusting the weighted average number of Ordinary shares outstanding to assume conversion of all dilutive potential Ordinary share options granted under the Save As You Earn schemes.

For the share options, a calculation is made to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

Note 6 - Dividends

The Directors are proposing a final dividend of 4.1p (2021: 4.1p) per ordinary share totalling £1.8 million (2021: £1.8m). The dividend has not been accrued at the reporting date.

Subject to approval at the Annual General Meeting, the final dividend will be paid on 2nd June 2023 to shareholders on the register as at 5th May 2023. The shares will go ex-dividend on 4^th May 2023. A dividend reinvestment plan is available to shareholders. Those shareholders who have not elected to participate in the plan, and who would like to do so in respect of the 2022 final payment, may do so by contacting Link Group on 0371 664 0381. The last day for election for the final dividend reinvestment is 12^th May 2023.

Note 7 - Pension commitments

The present value of the defined benefit obligation, the related current service cost and the past service cost were measured using the projected unit credit method. The amounts recognised in the consolidated statement of financial position are as follows:

The key assumptions used:

Note 8 - Notes to the statement of cash flows

(i) Reconciliation of operating profit to net cash generated from/(used in) operating activities

(ii) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and other short-term highly liquid investments that are readily convertible into cash, less bank overdrafts, and are analysed as follows:

Net cash after deducting total borrowings was as follows:

Note 9 - Related party transactions

(i) Key management personnel

The key management personnel of the Group comprise members of the TClarke plc Board of Directors and the Group Management Board. The key management personnel compensation is as follows:

Further disclosures, including details of the highest-paid Director, are included in the Directors' remuneration report in the latest annual report.

Transactions between the Company and its subsidiary undertakings, which are related parties, have been eliminated on consolidation and are not disclosed in this note. There were no other related party transactions requiring disclosure.