Company number: 02008246
discoverIE Group plc Annual Report and Accounts for the year ended 31 March 2026
ENABLING
TECHNOLOGY
FOR CRITICAL
APPLICATIONS
discoverIE Group plc
Annual Report and Accounts
for the year ended 31 March 2026
Enabling technology for critical applications
– greener, more connected and secure.
Technology is reshaping how we generate
power, move, communicate and protect
critical infrastructure. As these systems
become more electrified, intelligent and
interconnected, the demand for highly
specialised, performance-critical electronics
continues to grow.
At the heart of this transformation are components that are small
in scale but critical in function – engineered into systems at an early
stage and relied upon for their full lifecycle.
This is where discoverIE operates
We design and manufacture highly customised, application-specific
electronics for industrial markets. Our solutions are embedded within
renewable energy systems, electrified transport, medical devices and
secure communications infrastructure – applications where reliability,
performance and long-term continuity are essential.
Our purpose:
To create innovative electronics that help improve the
world and people’s lives.
Our vision:
Our vision is to be a leading innovator in electronics,
internationally.
Our mission:
To design and manufacture innovative electronics that
help our customers create ever better technical solutions
around the world. We aim to achieve this through a
motivated, entrepreneurial and empowered workforce
that adheres to the highest ethical and quality standards.
We are the partner of choice for our markets,
designing and building customised, niche
solutions to empower global industry.
Our value proposition
Read more on
page 6
Read more on
page 10
How we grow
enduring value
Read more on
page 18
Aligned to structural
growth markets
Read more on
page 24
Delivering a strong
strategic performance
Read more on
page 42
Shaped through
sustainability ambition
Scan the QR code
to read our 2026
Net-Zero Report
Scan the QR code
to read our 2025
Impact Report
Group revenue Adjusted operating margin
1
FY25
FY24
FY26
FY23
£448.9m
FY22
£379.2m
£443.3m
£422.9m
£437.0m
FY25
FY24
FY26
FY23
11.5%
FY22
10.9%
13.8%
14.3%
13.1%
Adjusted operating profit
1
Adjusted operating cash flow
1
FY25
FY24
FY26
FY23
£51.8m
FY22
£41.4m
£61.0m
£60.5m
£57.2m
FY25
FY24
FY26
FY23
£48.6m
FY22
£33.1m
£55.5m
£62.3m
£59.2m
Adjusted EPS
1
Free cash flow
1
FY25
FY24
FY26
FY23
35.2p
FY22
29.4p
40.3p
38.7p
36.8p
FY25
FY24
FY26
FY23
£33.0m
FY22
£21.8m
£36.6m
£40.4m
£37.0m
Reported operating profit Return on capital employed
1
FY25
FY24
FY26
FY23
£34.6m
FY22
£20.9m
£45.2m
£42.4m
£31.2m
FY25
FY24
FY26
FY23
FY22
15.9%
14.7%
15.2%
15.8%
15.7%
Full year dividend per share Carbon emission reductions
2
11.45p
10.8p
13.0p
12.5p
12.0p
CY24
CY23
CY25
CY22
35%
68%
59%
47%
1
“Adjusted operating profit”, “Adjusted earnings per share (“EPS”)”, “Adjusted operating margin”,
“Adjusted operating cash flow”, “Free cash flow” and “Return on capital employed” are non-IFRS
financial measures defined in note 6 of the Group consolidated Financial Statements.
2
Carbon emissions are measured on a calendar year basis, e.g. CY2022 shown under FY2022/23. Our
target is for an absolute Scope 1 & 2 carbon emissions reduction of 65% by CY2025 from a CY2021
base, a 90% Scope 1 & 2 reduction by CY2030 and net-zero across the value chain by CY2040.
Strategic Report
Highlights 01
Chairman’s Statement 02
Our Value Proposition 06
Our Investment Proposition 07
Group at a Glance 08
Our Strategy 10
Key Strategic Indicators 11
Our Strategy in Action 14
Our Business Model 16
Market Overview 18
Strategic and Operational Review 24
Financial Review 34
Our Engagement with Stakeholders 38
Section 172 Statement 40
Sustainability Report 42
Climate Analysis Report 57
Risk Management 74
Principal Risks and Uncertainties 79
Viability Statement 85
Non-financial and Sustainability
Information Statement 87
Corporate Governance
Board of Directors 88
Corporate Governance Report 90
Audit and Risk Committee Report 104
Nomination Committee Report 110
Directors’ Report 112
Directors’ Remuneration Report 116
Statement of Directors’ Responsibilities
in Respect of the Financial Statements 138
Financial Statements
Independent Auditor’s Report to the
Members of discoverIE Group plc 140
Consolidated Statement of
Profit or Loss 150
Supplementary Statement of
Profit or Loss Information 150
Consolidated Statement of
Comprehensive Income 151
Consolidated Statement of
Financial Position 152
Consolidated Statement of
Changes in Equity 153
Consolidated Statement of Cash Flows 154
Notes to the Group Consolidated
Financial Statements 155
Company Statement of
Financial Position 206
Company Statement of
Changes in Equity 207
Notes to the Company
Financial Statements 208
Additional Information
Five-Year Record 210
Principal Locations 211
Financial Calendar 212
Corporate Information 212
Highlights
Financials Key strategic indicators
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
01 Annual Report and Accounts for the year ended 31 March 2026
This year’s results reflect a robust performance despite market challenges.
A return to organic sales growth together with acquisition contributions have
helped deliver further growth in operating profits and earnings per share.
Once again, the high quality, resilient nature of the Group’s earnings, along with
its capital-light model, has delivered excellent cash flow.
The Group continues to demonstrate
the resilience and quality of its business
model, underpinned by a clear strategy,
consistent capital allocation, and
strong execution. This provides a strong
foundation for delivering sustainable
long-term value for shareholders.”
Bruce Thompson
Chairman
Group revenue
£443.3m
(FY 2024/25: £422.9m)
Adjusted operating profit
£61.0m
(FY 2024/25: £60.5m)
Adjusted EPS
40.3p
(FY 2024/25: 38.7p)
The Group has seen a return to organic sales and orders
growth with an improving trend through the year. In
response to this positive momentum, the Group has
invested in additional operating, sales and engineering
capacity, building additional agility and supporting future
growth. The Group continued to make excellent progress
operationally, generating efficiencies that partly come from
organising the businesses into clusters, thereby sharing
resources and know-how. These productivity gains have
been supplemented with further good progress on the
acquisition front.
Strategy
The Group’s strategy remains consistent and underpins a
track record of delivering compounding growth for more
than fifteen years. The strategy delivers very resilient and
growing profitability, avoiding sharp cyclical movements
and maintaining earnings growth by virtue of its flexible
production cost base.
The Group designs and manufactures high-quality
components, created to meet customers’ unique
requirements, which generate secure, long-term revenues.
Our international, decentralised business model retains an
entrepreneurial mindset close to its customers, reacting
quickly to their needs with an efficient supply chain.
Manufacturing is localised in response to opportunities and
trading conditions.
To deliver consistent, long-term growth, the Group focuses
on structurally growing markets where there is an essential
need for our products from major international original
discoverIE Group plc Innovative Electronics02
CHAIRMAN’S
STATEMENT
equipment manufacturers (“OEMs”). Last year, security
and defence markets, where demand is accelerating
globally, were added to the Group’s target markets. This
has increased the Group’s total addressable market to over
$30bn, providing significant opportunities for growth.
Acquisitions are a key element of the Group’s compounding
growth strategy. Since 2011, the Group has acquired
30 specialised electronic design and manufacturing
businesses which have enhanced value and operating
margins and have been integrated to achieve efficiencies
and drive growth. discoverIE has a disciplined approach
to acquisitions and has many opportunities to grow
inorganically in a highly fragmented market.
The Group’s capital-light model generates strong cash flows
which management reinvests into accelerating the strategy
and delivering further value creation for Shareholders.
Acquisitions
In the last six months, the Group completed two
acquisitions and announced a third, for a total consideration
of £95m, all of which are accretive to both adjusted earnings
and operating margins.
Trival Antene d.o.o. (“Trival”), a Slovenian-based designer
and manufacturer of communication antennae and masts
for defence applications was acquired in April 2026 and
Keymat Technology Ltd trading under the name Storm
Interface (“Storm”), was acquired in December 2025. The
businesses and ongoing management teams are settling
into the Group operating clusters as integration takes place
and we expect to generate new commercial opportunities
for growth as part of the larger Group. We welcome the
employees of these businesses into the Group and look
forward to working with them.
Additionally, in May we announced the acquisition, subject
to regulatory approval, of 3Gmetalworx (“3G”), a North
American designer and manufacturer of electromagnetic
shielding and thermal management products, further
strengthening the Group’s presence in the region and the
aerospace & defence market.
Dividend and capital allocation
The Board is recommending a 4% (0.35 pence) increase
in the final dividend to 8.95 pence per share, giving a 4%
increase in the full year dividend per share to 13.0 pence
(FY 2024/25: 12.5 pence) and an adjusted earnings cover of
3.1 times (FY 2024/25: 3.1 times). The final dividend is payable
on 31 July 2026 to Shareholders registered on 26 June 2026
and the final date for Dividend Reinvestment Plan (“DRIP”)
elections will be 10 July 2026.
The Board believes in maintaining a progressive dividend
policy along with a long-term dividend cover of over three
times earnings on an adjusted basis. This approach, along
with the continued development of the Group, will enable
funding of both dividend growth and a higher level of
investment in acquisitions from internally generated
resources.
Share buybacks will be considered if the Group has surplus
cash. Currently, the fragmented international market,
in which we operate, provides ample opportunity for
accretive acquisitions with excellent growth prospects and
the potential for high returns, as our recent acquisitions
illustrate. As such, our capital is currently deployed in this
direction. It is reviewed periodically.
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
03 Annual Report and Accounts for the year ended 31 March 2026
Board effectiveness
A regular external review of effectiveness is helpful
in maintaining a high-performing Board. This year, a
review confirmed that the Board and its Committees
operate effectively, with Directors demonstrating strong
commitment and constructive challenge. Whilst all
Directors viewed the Board as continuing to function well
and to a high level, there are always opportunities for us to
improve. The actions identified through this review inform
the way we shape the Board agendas, ensuring it remains
responsive to the needs of the Group and its stakeholders.
Employees and culture
On behalf of the Board, I would like to thank everybody
at discoverIE for their sustained dedication, hard work,
initiative and support.
The Group comprises approximately 4,600 employees in
21 countries delivering essential components around the
world. By adopting an entrepreneurial and decentralised
operating environment, together with rigorous planning,
controls and investment, the Group has created an
ambitious and successful culture.
We aim to maintain a culture across the Group that:
■ is entrepreneurial
■ is performance driven
■ enables decision-making close to the customer through
a decentralised structure
■ enables open, constructive communication with a
willingness to listen
■ treats everybody equally and recognises the importance
of diversity
■ is honest, reliable, trusting and non-political
Sustainability and positive impact
In May 2025, the Group’s greenhouse gas (“GHG”) emissions
reduction targets were validated and approved by the
Science Based Targets initiative (“SBTi”). The Group is
committed to achieving net-zero GHG emissions across its
value chain by 2040, supported by a clear transition plan.
The Group continues to make good progress on
implementing its net-zero plan. Over the past four years, it
has reduced Scope 1 and 2 carbon emissions by 68% versus
the CY2021 baseline, exceeding its CY2025 target of 65% and
paving the way to achieve net-zero Scope 1 and 2 emissions
by 2030. The Group also advanced towards its CY 2030
goal of 100% clean electricity, sourcing 85% of electricity
from zero-emission sources in CY2025. A summary on our
progress to date, and future carbon emission reduction
plans, can be found in our updated ‘Road to Net-Zero
Emissions 2026’ publication, which can be found on our
website at www.discoverieplc.com/sustainability.
During the year, the Group reviewed its ESG strategy to
ensure continued alignment with evolving regulatory
requirements and the Group’s strategic priorities. Following
this review, the Group reaffirmed its focus on Planet, People,
and Products. Please see this year’s Sustainability Report on
pages 42 to 73 for more details.
The Group remains committed to being a socially
responsible employer, upholding the highest ethical
standards, maintaining strong employee relations, and
increasing diversity at all levels of the business. Building on
the adoption of a revised Group Health and Safety Policy,
and an increased focus on safety over the last two years, the
reported number of lost time incidents fell by 35% year-on-
year, and the lost time incident frequency rate reduced by
one third compared to FY 2024/25.
Summary
The Group is building a high quality electronics
compounding business that continues to deliver good
results through all stages of the economic cycle. Confidence
in the Group’s ability to sustain this is supported by a strong
pipeline of organic and inorganic opportunities in attractive
markets, further supporting our compounding growth
profile.
The market remains highly fragmented, with significant
scope to build further capability and extend geographic
reach through disciplined, accretive acquisitions. The
Board is excited by the opportunities and retains a high-
quality workforce, delivering essential products for our
customers, growing long-term profits and earnings for
our Shareholders, and contributing to the creation of a
sustainable environment.
The Group is well positioned for the future.
Bruce Thompson
Chairman
Full-year dividend per share
13.0p
(FY 2024/25: 12.5p)
Total shareholder return
267%
(FY 2015/16 - FY 2025/26)
discoverIE Group plc Innovative Electronics
CHAIRMAN’S
STATEMENT CONTINUED
04
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information
05 Annual Report and Accounts for the year ended 31 March 2026
Strategic Report
discoverIE’s competitive advantage is rooted in deep
engineering expertise, application knowledge and the
ability to co-develop specialised solutions for highly
demanding environments.
We operate in the custom industrial electronics market,
which is highly fragmented, with many small and
subscale local operators focused on narrow technology
niches. What differentiates discoverIE is our breadth
and depth of engineering capability, which enables us
to engage with customers at the earliest stages of their
product development.
By working closely with customers during the design
phase, we develop critical components optimised for
performance, reliability, regulatory requirements and
specific operating environments.
Once designed in, our products become an integral
part of customers’ systems. Replacing them would
require redesign, re-testing and re-certification,
introducing cost, delay and operational risk that
customers seek to avoid.
Just as importantly, customers operating in regulated
and mission-critical markets particularly value our
technical capability, compliance expertise, and long-
term supply commitment. Combined with consistent
quality and long product lifecycles, this reinforces
discoverIE’s position as a trusted technical partner and
supports high customer retention, repeat revenues and
pricing resilience.
Our business model benefits from several structural
barriers that limit substitution and support long-term
customer relationships.
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Strong engineering
relationships:
technical support
and application
expertise
Application-led
design: we engineer
solutions around
customer
requirements
Early design
engagement:
embedded in
customers’ product
development cycles
High switching
costs: redesign,
re-testing, and
re-certification
introduce cost, risk
and delay
Long-term
supply assurance:
products designed
for long lifecycles
and continuity
Mission-critical
applications:
prioritising
reliability and
performance
Niche,
high-performance
solutions:
limited availability
of equivalent
alternatives
THE
MOAT
The trusted technical partner for our customers
discoverIE Group plc Innovative Electronics06
OUR VALUE
PROPOSITION
1
Cognitive Market Research: Industrial
Electronics Market Report 2025.
2
Continuing operations only, i.e. excluding
the disposals of Acal BFi and Vertec SA
in 2022 and the Santon solar business
in 2024.
3
Compound Annual Growth Rate.
4
Free cash flow conversion is defined as
net cash flow before dividend payments,
net proceeds from equity fund raising,
acquisition costs and business disposal
proceeds divided by adjusted profit
after tax.
5
Return on capital employed and return
on tangible capital employed are defined
in note 6 of the Group consolidated
Financial Statements.
Quality compounding growth for our investors
An electronics
compounder – why
invest in discoverIE
discoverIE is an electronics
compounder, creating
long-term shareholder value
by owning and developing
highly differentiated,
engineering-led businesses
with strong market positions
and repeat revenues. Our
customised, application-
specific components are
designed into customers’
systems, resulting in
high barriers to entry,
low substitution risk and
strong customer retention.
Strong cash generation,
disciplined capital allocation,
and reinvestment in
organic growth and value-
enhancing acquisitions
enable the Group to
compound earnings and
returns over time.
Structural growth markets
Increasing electronics content and the electrification
of products and processes continue to drive
long-term demand for electronic components.
We focus on five structurally attractive end markets
that are aligned to global megatrends and the UN
Sustainable Development Goals. Further detail on
these megatrends is set out on pages 18 to 23.
Projected growth of industrial
electronics market
1
5.6% p.a.
Target markets: Renewable
energy, Transportation, Medical,
Security and Industrial &
Connectivity represent 79% of
Group sales in FY 2025/26
High barriers to entry and substitution
Our products are highly customised, application-
specific and designed into customers’ systems at
an early stage. These mission-critical components
are technically complex and regulated, and whilst
a small part of total system cost, replacing them
would require costly redesign, re-testing and re-
certification, which introduce cost, risk and delay.
This is why we are often the single source for the
majority of the products we provide. Combined
with long product lifecycles, deep engineering
expertise and long-standing customer relationships,
this results in very low substitution risk and strong
customer retention.
Longest customer
relationship
30+ years
Long-standing customer
relationships and stable, repeat
revenue
Strong financials
discoverIE has a proven track record of delivering
sustainable, profitable growth and continuous
margin improvement. A robust balance sheet, with
gearing broadly in line with the Group’s stated range
of 1.5x – 2.0x, together with excellent cash generation,
underpins financial flexibility and supports further
value-enhancing acquisitions. Learn more about our
financial performance on pages 34 to 37.
Adjusted operating profit
growth
2
of
15% CAGR
3
from FY2021–FY2026
Free cash flow conversion
4
of
101%
on average from FY2021-FY2026
Proven strategy for growth
Our strategy is to deliver organic growth well ahead
of GDP through the economic cycle by focusing
on structural growth markets and an expanding,
differentiated product offering. This is complemented
by earnings- and margin-enhancing acquisitions,
underpinned by a disciplined capital allocation
framework. We have a proven track record of delivering
against our strategic and financial objectives. Learn
more about our Strategy on pages 10 to 15.
Revenue growth of
8% CAGR
from FY2021–FY2026
Disciplined capital allocation
We apply a disciplined and consistent capital
allocation framework focused on maximising
long-term Shareholder value. Capital is allocated
to support organic investment, complemented
by value-enhancing acquisitions that strengthen
our technical capabilities and market positions.
A strong balance sheet underpins this approach,
whilst progressive dividends reflect confidence in the
Group’s cash generation and long-term outlook.
Return on capital employed
5
of
15.3%
on average from FY2021–FY2026
Return on tangible capital
employed
5
of
50.6%
on average from FY2024–FY2026
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
07 Annual Report and Accounts for the year ended 31 March 2026
OUR INVESTMENT
PROPOSITION
discoverIE is an international specialist electronics
group, designing and manufacturing customised,
application-specific components for industrial use.
Through a global network of
engineering-led businesses, we deliver
differentiated, mission-critical solutions
to original equipment manufacturer
(“OEM”) customers worldwide.
Deep technical expertise, close customer collaboration
and a global manufacturing footprint enable us to deliver
ever better, reliable solutions that meet customers’
specific needs.
Revenue
M&C £267.0m
S&C £176.3m
M&C £41.7m
S&C £31.4m
Revenue by geography (%)
M&C sales representative
S&C sales representative
M&C manufacturing site
S&C manufacturing site
UK
10%
Nordics
17%
Asia & Rest of World
15%
North America
23%
Rest of
Europe
35%
Adjusted
operating
profit
discoverIE Group plc Innovative Electronics08
GROUP AT
A GLANCE
£176.3m
£162.1m
£155.9m
£156.4m
£134.4m
FY22
FY23
FY24
FY25
FY26
£000.0m
£267.0m
£260.8m
£281.1m
£292.5m
£244.8m
FY22
FY23
FY24
FY25
FY26
Revenue by
geography
Revenue growth
1
Revenue growth
1
UK – 18%
Nordics – 12%
Rest of Europe – 42%
N. America – 20%
Asia & ROW – 8%
UK – 5%
Nordics – 20%
Rest of Europe – 30%
N. America – 25%
Asia & ROW – 20%
Scan the QR code to
learn more about
our businesses.
Revenue by
geography
1
Sensing and Connectivity (“S&C”)
■ Electronics for wireless transmission, fibre optic and
cable connection, electromagnetic shielding, and
sensing components for measuring movement,
temperature, pressure, position, force and load
■ Consists of two operating units, which are divided
into four technology clusters and four standalone
businesses
■ Operates across ten countries with 18
manufacturing sites
Sensing
■ Variohm Eurosensor
■ Burster
■ CPI
■ Limitor
■ Magnasphere
■ Phoenix America
■ Positek
Optical filter &
Connectors
■ Foss
■ IKN
Enclosures &
Cabling
■ CDT
■ Contour Stortech
RF & Wireless
■ 2J Antennas
■ Antenova
■ Trival Antene
Standalone
■ Hivolt Capacitors
■ MTC
■ Santon
■ Silvertel
2
Magnetics and Controls (“M&C”)
■ Electronics for power conversion and switching,
X-ray detection, signal conditioning, monitoring,
human-machine interface (“HMI”) controls and
embedded computing
■ Consists of two operating units, which are divided
into three technology clusters and two standalone
businesses
■ Operates across 16 countries with 23
manufacturing sites
Magnetics
■ Noratel
■ Shape
■ Myrra
■ Flux
Embedded
computing
■ Hectronic
■ Beacon
EmbeddedWorks
■ Diamond Technology
HMI
■ Cursor Controls
■ Storm Interface
Standalone
■ Sens-Tech
■ Vertec
1
Silvertel was transferred from M&C to S&C and Sens-Tech
was transferred from S&C to M&C in FY26. Figures for all
years have been restated.
1
Silvertel was transferred from M&C to S&C and Sens-Tech
was transferred from S&C to M&C in FY26. Figures for all
years have been restated.
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
09 Annual Report and Accounts for the year ended 31 March 2026
The strength of our decentralised,
engineering-led model lies in its ability
to combine local agility with Group
scale, enabling our businesses to deliver
differentiated solutions and respond to
customers’ needs quickly while driving
operational efficiencies. It positions us well to
deliver sustained organic and acquisition-led
growth in structurally attractive markets.”
Nick Jefferies
Group Chief Executive
Our strategic context
The global market for non-semiconductor-related electronic
components is valued at approximately $300 billion
1
. Within
this, we operate in a niche segment: custom-designed
industrial electronics. The total serviceable available market
of industrial electronic components is estimated at around
$30 billion
1
and is growing steadily at 5–6% per year
1
.
This market is dominated by custom-made components. The
low-volume, high-mix nature of these products offers limited
advantage to companies focused on standard components.
As a result, the market remains highly fragmented, with
many small, subscale local operators and relatively few
large-scale players. This fragmentation represents significant
opportunities for discoverIE to grow, both organically and
through acquisitions.
Non-semiconductor-related electronic components
market estimated at $300bn
High
High
Low
Low
Standard
components
Total serviceable available market for industrial
electronic components: c.$30bn p.a.
▪ Highly fragmented
▪ Many small, subscale operators
▪ Differentiated, application-specific products
▪ Typically custom-designed
▪ Quality and performance over price
▪ Typically ordered in small batches
Volume
Engineering content
& product mix
Our strategic aim
Our goal is to grow our presence in custom electronics by
focusing on markets with sustained, long-term growth.
These markets are underpinned by megatrends, such
as digitalisation, decarbonisation, heightened security
requirements, and the increasing electronic content
of industrial systems. These are the sectors where our
products are essential and demand is rising.
Our strategy aligns our portfolio of businesses with
these market dynamics. By leveraging efficiencies and
synergies across our business clusters, we unlock greater
value and accelerate growth.
We will deliver this strategy through a motivated,
entrepreneurial and empowered workforce, operating to
the highest ethical and quality standards.
Our strategic priorities
Our strategy centres on growing organically and through
acquisitions, whilst generating efficiencies and reducing
environmental impact. This approach has remained more
or less the same and has proven to be effective over the
years. We remain committed to it, with a clear focus on
the four core strategic priorities:
1
Company’s estimates
Grow sales well ahead of GDP
Acquire highly differentiated
businesses
Generate efficiencies
Reduce environmental impact
Read more about our strategic pillars on pages 12 to 13
discoverIE Group plc Innovative Electronics10
OUR
STRATEGY
A
Sales growth
B
Adjusted operating
margin
C
Adjusted earnings
per share growth
Target Well ahead of GDP
Target
17%
Target
>10%
CER
FY25
FY24
FY26
FY23
15%
FY22
28%
5%
(2%)
1%
FY25
FY24
FY26
FY23
11.5%
FY22
10.9%
13.8%
14.3%
13.1%
FY25
FY24
FY26
FY23
20%
FY22
31%
4%
5%
5%
Organic
FY25
FY24
FY26
FY23
10%
FY22
18%
2%
(7%)
(1%)
Commentary
Adjusted operating margin was 0.5 ppts
lower than last year due to increased
investment in engineering and sales
capacity and additional manufacturing
capacity to support future growth. Since
FY14, adjusted operating margin has
increased by 10 ppts with approximately
half coming from organic improvement
and half from higher margin acquisitions.
Commentary
Following a return to organic sales
growth and with operational investment
to support future growth, adjusted
operating profit for the year increased
by 1% at constant exchange rates (“CER”),
with adjusted EPS increasing by 4%. In
total, the Group has grown its adjusted
EPS by 14% CAGR over the past 10 years.
Commentary
Sales growth resumed as customers’
order patterns and inventory levels
normalised. Over the last decade, sales
have grown by c.5% CAGR organically.
D
Cash conversion
E
Return on capital
employed
F
Carbon emissions
reduction
Target
>85%
Target
>15%
Target
65%
Adjusted operating cash
flow conversion
FY25
FY24
FY26
FY23
FY22
94%
80%
91%
103%
103%
FY25
FY24
FY26
FY23
FY22
15.9%
14.7%
15.2%
15.8%
15.7%
CY24
CY23
CY25
CY22
35%
68%
59%
47%
Free cash flow conversion
FY25
FY24
FY26
FY23
95%
FY22
77%
92%
106%
102%
Commentary
In the past 10 years, both adjusted
operating cash and free cash conversions
have been consistently strong, averaging
around 100% through-cycle, reflecting
low capital expenditure requirements
and efficient working capital.
Commentary
ROCE for the year was slightly below
last year but above our target. The
rate of Group ROCE improvement is
tempered by acquisitions in the short
term, but is expected to benefit from
their contribution over the longer term
as their additional growth compounds.
We acquire businesses with long-term
growth prospects that are expected to
generate high returns over time. For
example, the businesses acquired up
to FY 2017/18 generated 28% ROCE this
year. We expect this to continue and for
acquisitions made more recently to grow
similarly.
Commentary
Our medium-term target was a 65%
absolute reduction in Scope 1 and 2
emissions in CY2025 versus the CY2021
baseline. In CY2025, we exceeded
this target, reducing Scope 1 and 2
emissions by 68%, paving the way to
net-zero Scope 1 and 2 emissions by
CY2030. This reduction was achieved
primarily by switching to clean or
renewable electricity. 85% of our
electricity consumption now comes from
renewable or clean sources.
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
11 Annual Report and Accounts for the year ended 31 March 2026
KEY STRATEGIC
INDICATORS
Key strategic indicators
A
Sales growth
B
Adjusted operating
margin
C
Adjusted EPS
growth
D
Cash conversion
E
Return on capital
employed
F
Carbon emissions
reduction
We aim to grow sales well ahead of GDP through
the economic cycle by focusing on sustainable,
structural growth markets, namely renewable energy,
transportation, medical, security, and industrial &
connectivity – each of which is projected to grow faster
than global GDP. Learn more about the growth drivers for
these markets on pages 22 to 23.
Being in the right markets is only part of the equation.
We drive sales growth by focusing on two areas: product
innovation and commercial discipline. On the innovation
front, we direct our engineering time towards developing
differentiated products built on commercially proven
technologies to maximise return on investment. Our
commercial discipline is reflected in how we manage
our design pipeline. We are selective, focusing on design
opportunities that demand unique, value-added solutions
and that offer long-term profitable revenue potential.
These quality design wins translate into consistent,
high-margin growth over time.
Progress to date
The industrial sector experienced a prolonged and
steep destocking period between 2023 and 2025 as
the pandemic-induced inventory surpluses unwound.
Although destocking in most of the end markets ended in
the second half of 2025, demand recovery has been slow
due to the uncertainty around the US tariffs introduced in
April 2025. In FY 2025/26, Group sales increased by 5% CER
and 2% organically. Despite the temporary headwinds,
our through-cycle organic growth in the past ten years,
averaging 4% per annum, remains well ahead of the GDP
growth rate in our core markets of developed economies.
Organic sales growth
-10
-5
0
5
10
15
20
FY16 FY26FY25FY24FY23FY22FY21FY20FY19FY18FY17
(7%)
(1%)
10%
18%
(4%)
5%
10%
11%
(1%)
3%
Organic sales growth (%)
2%
Link to KSI
A
Link to Risk
1
4
5
7
8
Acquisition is an essential part of our growth strategy. The
niche, customised electronic components market is highly
fragmented, offering opportunities for consolidation and
value creation.
We target businesses that embody the core characteristics
we define as the discoverIE DNA. These include:
■ Design & manufacture of electronic components,
modules or systems
■ Differentiated, value-added products and solutions
■ Supplying original equipment manufacturers
■ Long-life products with repeat revenues
■ Operating in markets with excellent growth prospects
■ Strong cash generation and capital-light
business models
■ Ambitious, capable management with
entrepreneurial spirit
We have a well-established approach to acquisitions and
portfolio management. By taking a long-term approach
to creating compounding organic growth in acquired
businesses, as well as actively managing the overall portfolio,
the Group consistently generates substantial value.
Progress to date
Since our first design and manufacture acquisition in 2011,
we have invested over £550m in 30 acquisitions, over a
quarter of which have taken place in the past three years
alone. Group sales have grown from £10m in FY 2009/10 to
£443m today. Our strong track record in acquisitions stems
both from identifying the right businesses and our ability
to enhance their performance over time. This is evident
in the consistent return on capital employed. Between FY
2020/21 and FY 2025/26, the Group delivered on average
15.3% ROCE.
Acquisition geography
Link to KSI
A
B
E
F
Link to Risk
1
2
10
12
Grow sales well ahead of GDP Acquire high-quality businesses
discoverIE Group plc Innovative Electronics12
OUR
STRATEGY CONTINUED
Risks
1
Market,
geopolitical and
trade environment
2
Business
acquisition under-
performance
3
Climate-
related risks
4
Cyber security
and digital
resilience
5
Customer
demand, key
customer and
end-market risk
6
Supply chain
resilience
7
Technology,
innovation and
product relevance
8
Major business
disruption
9
Loss of key
personnel
10
Product
quality and
liability
11
Financial
Controls and
Reporting
12
Liquidity and
financing
13
Foreign
currency
14
Legal, regulatory,
and compliance
We achieve efficiencies in three areas: pricing,
manufacturing and operating leverage.
Pricing for value – Our value-based pricing strategy is built
on the product differentiation and substantial value we
provide. Whether developing bespoke solutions for unique
applications or improving existing ones for broader use,
our technical expertise and know-how enable customers
to achieve their desired outcomes. This value add is
increasingly reflected in our rising contribution margins.
Manufacturing efficiencies – Many of our acquisitions
bring manufacturing capabilities into the Group. With
over 40 production facilities worldwide, we continuously
optimise our manufacturing footprint. This includes
consolidating sites and sharing capacity in similar locations,
relocating production to achieve cost or volume efficiencies,
or to position manufacturing closer to customers to improve
responsiveness and cost-effectiveness.
Operating leverage – As the Group grows, we maintain a
disciplined approach to cost management through phased
investment and strategic resource allocation. Our clustering
model also makes it easier to identify synergies. Learn more
about clustering on pages 16 and 17. As scale increases, our
drop-through rate will continue to rise, reflecting strong
operating leverage.
Progress to date
In FY 2025/26, following two years of no growth amidst
industrial destocking, we resumed investment to support
anticipated growth following the end of destocking, leading
to higher operational costs. Adjusted operating margin was
0.5ppts lower compared to the previous year. Prior to that,
we delivered 15 years of consecutive growth in our operating
margin, increasing from break-even in FY 2009/10 to 14.3%
in FY 2024/25. These gains were driven primarily by organic
improvement. In the past ten years, we have consistently
met or exceeded our adjusted operating margin targets,
which have been raised five times during the same period.
Adjusted operating margin
0
3
6
9
12
15
FY15 FY26FY25FY16 FY24FY23FY22FY21FY20FY19FY18FY17
14.3
11.5
13.1
10.9
10.2
8.0
7.0
6.3
5.7
Target
17%
Target
13.5%
Target
12.5%
Target
8.5%
Target
7%
5.9
4.9
Adjusted operating margin (%)
13.8
Link to KSI
B
C
D
E
F
Link to Risk
2
5
8
10
11
13
We received approval for our near and long-term science-
based emissions reduction targets from the SBTi in May 2025:
■ discoverIE Group plc commits to reduce absolute Scope
1 and 2 GHG emissions by 90% by 2030 from a 2021
base year.
■ discoverIE Group plc commits to reach net-zero
greenhouse gas emissions across the value chain
by 2040.
Our Scope 1 and 2 net-zero strategy focuses on four primary
sources of emissions within the Group: electricity, natural
gas, company vehicles, and refrigerants. We had a medium-
term target to reduce absolute emissions by 65% by the end
of CY2025 compared to the CY2021 baseline. An updated
transition plan has been published for our emissions across
the value chain for Scopes 1, 2 and 3.
Progress to date
Five years into our net-zero plan, we exceeded our medium-
term target by reducing Scope 1 and 2 emissions by 68%
in CY2025 versus the CY2021 baseline. This reduction
was driven primarily by switching to clean or renewable
electricity, including installing solar panels at sites where
economically feasible, implementing energy-efficiency
measures, and deploying heat pumps where appropriate.
85% of our electricity consumption now comes from
renewable or clean sources.
We are also accelerating the transition of our vehicle fleet
away from fossil fuels. Over half (58%) of our company
cars are now electric or hybrid. Natural gas is now our
largest emissions source, representing 35% of total CY2025
emissions. In March 2025, we approved a plan to replace gas
heating in Poland, one of our largest natural gas-consuming
sites. We are also evaluating further measures to reduce
emissions from natural gas and refrigerants.
Scope 1 and 2 emissions reduction
0
2000
4000
6000
8000
10000
CY25CY25CY24CY23CY22
CY21
8,756
Scope 1 and 2 emissions (tCO₂e)
(2,296)
(1,575)
(1,199)
(882)
2,804
-26%
-18%
-14%
-10%
Link to KSI
F
Link to Risk
1
2
10
12
Generate efficiencies Reduce environmental impact
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
13 Annual Report and Accounts for the year ended 31 March 2026
Our key competencies
complement each other
very well. We are also
pleased that Hectronic and
Cursor Controls operate
similarly and share the
same type of mindset.
Communication between
the two companies has
been almost like between
two departments.”
Jason Roberts
Head of Engineering
Cursor Controls
Driving organic growth through
technology collaboration
A marine electronics customer was looking to upgrade its fish finder module. It required a compact,
saltwater-proof and vibration-resistant design. Additionally, the new module needed to be software-
compatible with the company’s existing system.
The customer managed multiple vendors for
each of the hardware and software separately
because there was no supplier that had both
the hardware and software capabilities to
meet the requirements. This approach created
development inefficiencies and integration risk.
By leveraging capabilities across the Group, Cursor
Controls and Hectronic combined their expertise
to deliver an integrated solution. Cursor Controls
provided the rugged human–machine interface
hardware, whilst Hectronic developed a customised
embedded computing sub-system.
The result was a robust joystick controller module
meeting global certification requirements,
simplifying development and improving system
reliability.
This project demonstrates our strategy of
driving organic growth through cross-business
collaboration, increasing customer value
by combining specialist technologies and
strengthening long-term customer relationships.
Case Study
discoverIE Group plc Innovative Electronics14
STRATEGY
IN ACTION
Storm Interface
Strengthening specialist human–machine
interface capability in regulated and industrial
markets
Acquired in December 2025, Storm Interface
(“Storm”), also known as “Keymat Technology”,
is a specialist designer and manufacturer of
secure, rugged human–machine interface
(“HMI”) devices for use in demanding and often
unattended environments. The acquisition is
aligned with our strategy to grow our presence
in regulated and industrial applications.
Storm’s products are typically designed into long-
life systems such as self-service kiosks, access
control and industrial control panels, where
reliability, durability and compliance are critical.
A key differentiator of Storm is its portfolio of
assistive technology products, designed to support
inclusive access for users with visual or mobility
impairments. Selected products are recognised
under the Royal National Institute of Blind People’s
“RNIB Tried and Tested” programme.
Increasing regulatory requirements, including
the European Accessibility Act (“EAA”) and the
Americans with Disabilities Act (“ADA”), are driving
sustained demand for compliant input devices
across public and commercial infrastructure,
underpinning long-term growth.
Storm now forms part of the Human–Machine
Interface (“HMI”) cluster, alongside Cursor Controls,
within the Controls operating unit. The acquisition
demonstrates our disciplined approach to M&A,
acquiring a niche, value-added business with
strong differentiation, long product lifecycles and
clear opportunities for organic growth.
Case Study
Trival Antene
Increasing exposure to the security
and defence market
Trival Antene (“Trival”) is the Group’s first
defence-related acquisition since announcing
our entry into the security market in September
2024 and represents an initial step in increasing
the Group’s exposure to the security and
defence markets against a backdrop of rising
geopolitical tensions.
Founded in 1965 and headquartered in Mengeš,
Slovenia, Trival designs and manufactures
communications antennas and portable
mast solutions for defence and professional
communications applications. Its products are
primarily used in land-based defence applications
including handheld, manpack, mobile and fixed
radio communication systems.
The acquisition aligns with our strategy as it:
■ Supports the Group’s expansion into the
security and defence market
■ Increases exposure to structural growth driven
by defence modernisation and geopolitical
uncertainty
■ Builds on existing RF and wireless capabilities
within the Group
■ Supplies mission-critical components with
high technical barriers to entry
Trival sells into over 70 countries, with an
established international customer base and
proven sales channels, from which other Group
businesses can also benefit.
Completed on 1 April 2026, Trival is being
integrated into the RF & Wireless cluster within the
Connectivity operating unit, which enhances the
Group’s antenna and RF offering across industrial,
security and defence applications.
Case Study
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15 Annual Report and Accounts for the year ended 31 March 2026
Our business model is simple. We design and manufacture niche, customised
electronic components for industrial original equipment manufacturers (“OEMs”)
operating in growth markets.
Our resources
and key enablers
Our core
activities
Sustainable
approach
Our people
Many of our c.4,600 colleagues
1
worldwide
are long-serving, providing continuity,
deep technical expertise and trusted
customer relationships. This stability
underpins long-term relationships and
repeat business. We encourage local
employment and talent development so
teams have a deep understanding of the
markets and customers they serve.
Our expertise
For over three decades, we have built
deep expertise and technical know-how in
specialist electronics. Teams of electronic,
mechanical and software engineers have
strong knowledge of core technologies
and experience across a wide range
of applications and end markets. This
breadth and depth enable close customer
collaboration and the development of
innovative, reliable solutions.
Our intellectual property
We retain intellectual property rights
for products designed and developed
for customers. In addition, we have
proprietary technologies applied across
many customised products, creating
barriers to entry and enhancing
customer value.
Our manufacturing capability
We operate 41 manufacturing facilities in
18 countries, including China, Hungary,
India, Mexico, Poland, Slovakia, Slovenia,
Sri Lanka, Thailand, the UK and the USA.
This global footprint enables consistent,
reliable production close to customers.
Our financial strength
Our robust balance sheet and strong
cash generation provide financial
flexibility and resilience. It enables us
to continue investing in our people,
technologies and operational capabilities,
whilst supporting expansion into new
geographies and markets.
Our core activity is the design and
manufacture of specialist electronic
components for industrial applications.
Our strength lies in the deep
understanding of our customers’ design
and system challenges, which enables
us to engineer customised solutions
tailored to specific requirements. We also
provide a reliable and consistent supply
of products throughout the lifecycle of
the end system.
Design and customise
Our engineers work closely with our
customers, primarily OEMs, to develop
better solutions to solve complex
technical challenges. This often
requires adapting standard products
or designing new, bespoke solutions
that are optimised for the customer’s
application, performance requirements
and operating environment.
Manufacture and testing
Manufacturing bespoke and low-
volume, high-complexity products
requires a flexible and technically
capable production model. Our
technical know-how and in-house
manufacturing capabilities give us
control over the production process,
ensuring both quality and reliability.
Products are subject to rigorous testing,
often exceeding standard requirements,
to meet demanding industrial and
regulatory standards.
Deliver globally
With manufacturing facilities in the
Americas, Europe and Asia, we are able
to manufacture close to our customers,
reducing logistics risk and shortening
delivery lead times. This global footprint
supports resilient supply chains and
enables us to provide customers with
a dependable supply of products
throughout the lifetime of the end
system design.
The demand for energy-efficient,
sustainable technologies continues
to rise, and we are well positioned
to capitalise on the value creation
opportunities this shift presents.
However, growth is not our only goal. As
a company, we recognise our broader
responsibility to help shape not just a
more connected and intelligent world,
but a more sustainable one.
Sustainability is embedded throughout
discoverIE. We focus on markets
that align with the UN Sustainable
Development Goals, and we design
durable, energy-efficient products that
minimise servicing or replacement
needs. We understand that sustainability
is a collective effort. By collaborating with
our customers on their sustainability
journeys, we help them meet their
sustainability goals, whilst working to
achieve our own.
1 2 3
Our Planet
Creating a positive
impact on our
environment
Our People
Keeping
our people safe
and happy
Our Products
Ensuring product
reliability and
sustainability
Read more about our Sustainability
priorities and progress on pages
42 to 73
Guided by our values
These are the fundamental beliefs
and principles that guide our
decision making:
Integrity
We act with honesty and
openness, treating our partners
and stakeholders fairly
Quality
We strive for excellence and make
continuous improvements that deliver
superior value to our customers
1
Including all full-time and part-time employees,
contractors and agency labour.
discoverIE Group plc Innovative Electronics16
OUR BUSINESS MODEL:
HOW WE CREATE ENDURING VALUE
We add value by providing our customers with an end-to-end solution for critical components. By acting as an extension of
our customers’ engineering teams, we help them create ever-better solutions and guarantee a reliable, long-term supply of
the components. This business model is resilient, proven by the Group’s robust and consistent financial track record.
How we do it
differently
A decentralised model
We operate a decentralised operating model. Our portfolio of over 30 operating
businesses, each specialising in distinct technologies, is grouped into two divisions
– Magnetics & Controls and Sensing & Connectivity – each with two operating units.
Supported by Group central resources, each business operates independently under
its own brand and management team within a clearly defined control framework
aligned with discoverIE’s shared vision and strategic goals. This decentralised approach
empowers local leadership teams, fostering a strong sense of ownership, accountability
and entrepreneurial decision-making close to customers and markets.
Collaboration through clustering
To encourage collaboration and knowledge-sharing, businesses with complementary
or related technologies within each operating unit are grouped into clusters.
These clusters are led by the leadership teams of the largest operating businesses,
minimising layers of management and avoiding unnecessary bureaucracy. This flat
structure supports faster decision-making and greater agility, enabling businesses
to respond effectively to changing customer needs and market conditions.
Together, decentralisation and clustering allow our operating businesses to
combine the benefits of autonomy and agility with the advantages of scale,
collaboration and shared expertise across the Group.
Group support and governance
Group head office functions, including finance, legal, M&A, IT, HR, communications
and sustainability, provide support to enable our businesses to grow and operate
efficiently. The Group’s Risk and Internal Audit function ensures compliance and
effective controls, as well as robust risk management across the Group.
4
Customers
Quality, reliability and efficiency.
100% on-time, in-full
delivery target
Suppliers
Reliable partnerships and shared
knowledge
Employees
Empowering and collaborative
culture, and a healthy and safe
environment
12%
Voluntary employee
turnover
Shareholders
Attractive returns and growth
opportunities
267%
Ten-year total shareholder
return
Communities
Contribution to local employment,
tax revenue, community
engagement and decarbonisation
£25.8m
tax and social security
contributions in FY 2025/26
68%
reduction in Scope 1 and 2
carbon emissions since
CY2021
The value we create
Shared
knowledge
and expertise
Risk
management
Financial
support
M&A
support
Common
purpose and
strategic goals
ESG
guidance
and support
Strategic
guidance
Economies
of scale
Guided by our values
These are the fundamental beliefs
and principles that guide our
decision making:
Integrity
We act with honesty and
openness, treating our partners
and stakeholders fairly
Quality
We strive for excellence and make
continuous improvements that deliver
superior value to our customers
Empowerment
We inspire growth and
innovation by providing an
entrepreneurial environment
Collaboration
We work together, trust and
respect each other
Positive impact
We care about the environment
and societies we live in and commit
to making a positive impact
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17 Annual Report and Accounts for the year ended 31 March 2026
Megatrends drive structural growth
Megatrends such as electrification, digitalisation and urbanisation have
been major drivers of growth in electronic components, and will continue
to create significant opportunities in the decades ahead.
Electrification
The global transition toward a low-carbon economy
is accelerating demand for renewable energy, energy
storage, and smart energy management systems.
Governments and businesses around the world
are setting ambitious targets and implementing
comprehensive plans to reduce carbon emissions,
including phasing out fossil fuels through the
electrification of transport networks and industrial
processes. Electrification is not only essential for achieving
net-zero emissions, but also a major driver of efficiency
and productivity. This megatrend is poised to reshape
many industries, such as transportation, manufacturing
and construction. For example, the electrification of
transportation is creating entirely new markets, such
as electric vehicles and the infrastructure that supports
them, and existing modes of transport, such as railways
and shipping, are being converted to allow them to run
on electricity.
Digitalisation
Advances in AI, 5G and fibre connectivity, cloud
computing and edge processing are accelerating
digital transformation across industry, infrastructure
and healthcare. As connected devices generate more
data, organisations are investing in networks, sensors
and secure computing to enable real-time monitoring,
automation, predictive maintenance and better decision-
making. These trends are driving sustained demand
for electronic components that deliver performance,
reliability and connectivity at scale.
Urbanisation
Urbanisation is a major growth driver for security,
transportation, and communication technologies.
As cities grow denser, the need to protect people,
infrastructure, and public spaces drives demand
for advanced surveillance, access control and threat
detection systems. Meanwhile, rising populations require
more efficient and sustainable mobility solutions,
accelerating investment in public transport, electric
vehicles, and smart traffic systems. To support this urban
complexity, high-speed communication networks –
including 5G, fibre optics, and IoT infrastructure – are
essential for real-time connectivity, automation, and the
functioning of smart city ecosystems.
79%
Revenue from target markets
(% of total revenue)
% of total revenue
Industrial & connectivity
Medical
Renewables
Transport
Security
Other
discoverIE Group plc Innovative Electronics18
MARKET
OVERVIEW
These megatrends present significant opportunities for discoverIE to deliver innovative solutions to meet the
growing demand for a more sustainable, digitally connected, and secure future.
Our products are critical components in a wide range
of industrial applications. We focus on markets that
demonstrate sustainable, long-term growth, driven
by global megatrends. For more than a decade, we
have maintained a strategic focus on markets with
sustainable, long-term growth prospects, specifically
renewable energy, transportation, medical and
industrial & connectivity. In September 2024, we added
security, a market that has seen particularly strong
demand in recent years, which is expected to continue
as the world is becoming more volatile. All of our
target markets are aligned with the UN Sustainable
Development Goals (“SDGs”).
In FY 2025/26, 79% of Group revenue was generated
from these target markets. The diversification across
these markets, each with varying cycles and different
economic drivers, helps to smooth out overall
cyclicality and provides a more resilient growth profile
for the Group. During the ten years up to FY 2025/26,
the Group grew revenue by 9% CAGR at Constant
Exchange Rates (“CER”) and 4% organically through
the economic cycle, reflecting the resilience and
strength of these structural growth markets.
Wind
Solar
Hydrogen
Communication
networks
Aerospace and low
earth orbit economy
Clinical/surgical
equipment
Diagnostics
& biotech
Portable medical
devices
Automation
Harsh environment
Environmental &
monitoring
Physical access
controls
Detection systems
Surveillance systems
Defence
Off highway vehicles
Rail
Maritime
Aviation
E
l
e
c
t
r
i
f
i
c
a
t
i
o
n
U
r
b
a
n
i
s
a
t
i
o
n
D
i
g
i
t
a
l
i
s
a
t
i
o
n
T
r
a
n
s
p
o
r
t
a
t
i
o
n
R
e
n
e
w
a
b
l
e
s
I
n
d
u
s
t
r
i
a
l
S
e
c
u
r
i
t
y
C
o
n
n
e
c
t
i
v
i
t
y
M
e
d
i
c
a
l
Our target markets
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19 Annual Report and Accounts for the year ended 31 March 2026
Renewable
energy
Our solutions:
Liquid-cooled power reactors for
wind systems
LiDAR scanner for analysing
wind speed and direction for
wind farm set-up
Transportation
Our solutions:
DC line reactors, master
controllers and battery isolation
switches for electric trains
Pressure transmitter for hydrogen-
fuelled e-buses
Force sensors for metro train brake
systems
Three-phase isolation transformer
for voltage buck/boost for
electric ships
Medical
Our solutions:
Wireless system-on-module
embedded computer for
a groundbreaking vision
assistance device
Data collection and automation
system for dental equipment
company making personalised
orthodontic solutions
Anti-vibration, waterproof
trackball module for ultrasound
scanners
HMI modules and load and
position sensors for controlling
robotic arms in immersive surgery
MARKET
OVERVIEW CONTINUED
discoverIE Group plc Innovative Electronics20
MARKET
OVERVIEW CONTINUED
Security
Our solutions:
Waterproof switches for cabin tilt,
door control, transmission and winch
operations in defence vehicles
Fibre optic deployable coils for non-
radio frequency guidance of drones
Magnetic security switches
for controlling access to critical
infrastructure, e.g. data centres
X-ray detector and signal processor
for airport security scanner
Industrial
Our solutions:
Temperature sensors for
monitoring industrial heat processes
and steam pipes and valves
Power-over-Ethernet modules
for powering security, sensors, and
communication infrastructure
applications
X-ray detectors and processors
for detecting contaminants in food
processing
Industrial antennas for data
transmission between machines
and control station
Connectivity
Our solutions:
Hi-reliability power transformer
in satellites for communication,
geo-positioning and geospatial
intelligence
Fibre optic connector for space
rockets
EMC shielding for racks
and enclosures to reduce
electromagnetic interference in
data centres
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
21 Annual Report and Accounts for the year ended 31 March 2026
Renewable energy Transportation
Medical
Security
Electrification is accelerating the build-out of wind,
solar and other renewables, alongside grid-scale battery
storage to balance intermittent generation; the IEA
estimates half of the world’s electricity will come from
renewables and nuclear by 2030
1
.
Meanwhile, utilities are upgrading transmission and
distribution networks to connect new generation and
growing electrified loads, improve resilience, and add
digital monitoring and control. This increases demand
for high-efficiency power electronics, sensing and
protection across inverters, converters, substations and
balance-of-plant equipment.
Electrification is accelerating across commercial
mobility, from depot and on-site EV charging to e-buses
and e-trucks, whilst electric ships and port shore-power
infrastructure are scaling to reduce emissions in coastal
and short-sea routes.
Urbanisation is reinforcing this shift by increasing demand
for efficient mass transit and cleaner cities, accelerating
investment in electrified public transport and supporting
infrastructure. Established rail networks continue to
electrify, and around three-quarters of passenger rail
activity already takes place on electric trains. Together,
these trends increase demand for rugged power conversion
and distribution, traction and auxiliary power systems,
high-current interconnect, and safety-critical sensing,
controls and connectivity across vehicles, chargers and
port/wayside infrastructure.
Key statistics:
■ Half of the world’s electricity expected to come from
renewables and nuclear by 2030
1
■ Renewable generation forecasted to rise at an annual
rate of 8% per year through to 2030
2
Key statistics:
■ 7.6% CAGR growth in public transportation market
2024–2030
3
■ 68% of the world’s population will live in urban areas
by 2050
4
Digitalisation is enabling more care outside hospitals
via remote patient monitoring and remote diagnostics,
whilst immersive and robotic-assisted surgery is
improving precision and outcomes.
The smart medical devices market is projected to grow
at 12.8% CAGR from 2025 to 2030 (Grand View Research),
supported by ageing populations that are increasing
overall healthcare demand and adding pressure on
clinical capacity. These applications require medical-grade,
miniaturised electronics, including precision sensors,
low-noise analogue front ends, microcontrollers, wireless
modules, isolation/protection and high-reliability power
management.
As cities grow, the risk and impact of disruption to
people and critical infrastructure increases.
This is accelerating deployment of surveillance, access
control and threat detection with more processing at
the edge for faster response. Increasing geopolitical
uncertainties also drives defence modernisation. All of
these propel demand for imaging and environmental
sensors, embedded computers, secure connectivity, rugged
interconnect/enclosures, and robust power management
and protection.
Key statistics:
■ 12.8% CAGR growth in smart medical devices market
2025–2030
5
Key statistics:
■ The global public safety and security market projected
to grow at a 8.2% CAGR in 2025–2034
6
■ EU spending on defence equipment rose by 39% in
2024 and projected to exceed €100 billion in 2025
7
discoverIE Group plc Innovative Electronics22
MARKET
OVERVIEW CONTINUED
Industrial Connectivity
1
International Energy Agency: Electricity 2026 Report; February 2026
(https://www.iea.org/reports/electricity-2026)
2
International Energy Agency: Electricity 2026 Report; February 2026
(https://www.iea.org/reports/electricity-2026)
3
Grand View Research: Global public transportation market
(www.grandviewresearch.com/horizon/outlook/public-transportation-market-
size/global)
4
The United Nations: https://www.un.org/uk/desa/68-world-population-
projected-live-urban-areas-2050-says-un
5
Grand View Research: Smart medical devices market
(www.grandviewresearch.com/industry-analysis/smart-medical-devices-market)
6
Fortune Business Insights: Public safety and security market (https://www.
fortunebusinessinsights.com/public-safety-and-security-market-106177)
7
European Council (https://www.consilium.europa.eu/en/policies/defence-
numbers/)
8
Fortune Business Insights: Industry 4.0 market
(https://www.fortunebusinessinsights.com/industry-4-0-market-102375)
9
Research and Markets: Industrial electrification market report 2026
(https://www.researchandmarkets.com/reports/6231302/industrial-
electrification-market-report?srsltid=AfmBOoo-hliNoFeza9EtGRUClqOBau2z
r1NoF1psGlZPF609D3_nFmq_)
10
Space Capital: Space IQ space investment quarterly
(https://spacecapital.docsend.com/view/q77fv4weiw4qp4vu)
11
Goldman Sachs: The global satellite market is forecast to become seven times
bigger, March 2025 (https://www.goldmansachs.com/insights/articles/the-
global-satellite-market-is-forecast-to-become-seven-times-bigger)
Electrification and digitalisation are reshaping
industries as businesses electrify equipment and deploy
automation to improve efficiency, quality and uptime.
AI and the Industrial Internet of Things (“IIoT”) are digitising
factories through connected machines, sensors and
software-driven control. The Industry 4.0 market is forecast
to grow at around 16.3% CAGR (2026–2034) (Fortune
Business Insights), driven by automation, analytics and
connected operations. This drives demand for industrial
sensors (temperature/pressure/position), signal conditioning
and high-resolution analogue-to-digital converters (“ADCs”),
embedded controllers, industrial Ethernet/fieldbus
transceivers, isolated power and gate drivers, and rugged
power conversion.
Digitalisation depends on resilient, high-bandwidth
networks (fibre, 5G and private wireless) and the
cloud/data centre infrastructure that processes and
stores data.
Advancement and commercialisation of space technologies
drive growth in Low Earth Orbit (“LEO”) satellite
constellations, which is extending high-speed, low-latency
connectivity to harder-to-serve locations. This drives
demand for RF and power components including antennas
and RF front-end modules, high-reliability high-speed
connectors/cable assemblies, magnetics, EMC/EMI filtering,
thermal solutions, and high-efficiency power supplies and
protection.
Key statistics:
■ Industry 4.0 market forecasted to grow at around
16.3% CAGR in 2026–2034
8
■ Industrial electrification market expected to grow at a
7.9% CAGR in 2026–2030
9
Key statistics:
■ Over $45 billion was invested in the space sector in
2025, up 80% year-on-year
10
■ 70,000 LEO satellites expected to be launched in the
next five years
11
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
23 Annual Report and Accounts for the year ended 31 March 2026
The Group designs and manufactures essential, customised,
high value-add, technically complex electronic products,
enabling our customers to create better equipment.
During the year, we made further progress towards our key
strategic indicator targets, despite the disruption created
by trade tariffs and destocking at certain customers in our
Controls operating unit.
After 18 months of widespread industrial market destocking,
the Group returned to organic sales growth across most
market sectors, with Europe leading regional growth,
increasing by 3% organically and including strong growth in
Germany.
Overall, sales in the year increased by 5% CER and by 2%
organically with improving organic trends through the year
culminating in 5% organic growth in the final quarter.
Orders increased by 9% in the year and by 5% organically
with North America up by 10% organically and Asia up 24%
partially offset by Europe which was flat. Demand increased
through the year with organic growth in the final quarter
of 14%, with a book-to-bill ratio also improving through the
year increasing from 0.99 in H1 to 1.03 in H2.
The Group’s order book at 31 March 2026 was £165m, 5%
higher than at 30 September 2025 and 2% higher than last
year end. This represents c.4.5 months of annualised second
half sales and provides good visibility of growth for the new
financial year.
The Group has a strong bank of design wins, forming the
basis of the Group’s through-cycle organic growth. During
the year, new opportunities and design wins were ahead of
last year, building on the bank of previously registered wins
that are commencing production.
Adjusted operating profit grew 1% and included additional
investments in production capacity in Asia, and engineering
and sales capacity in the US and Europe to support future
growth. Interest and tax costs also reduced leading to
adjusted EPS growth of 4%.
Our capital-light model once again led to strong free cash
conversion for the year of 92%, driven by tight working
capital control and low capital expenditure requirements of
c.1.5% of sales.
Limited direct impact from US tariffs
and Middle East conflict
Our flexible manufacturing model has limited the direct
impact of US tariffs as we have been able to increase local
market production at our US facilities and reduce imports
from elsewhere around the Group. We expect this trend to
continue and have the capacity to achieve this. Additionally,
where tariffs are incurred on products made by the Group
and shipped to the US, these are passed on.
During the year, 22% of Group sales were in the US of which
just over half were manufactured locally in one of our seven
US production sites. Imports of materials from China into
the US for local manufacturing currently amount to c.£4m
p.a, any tariffs on which we are mitigating through passing
on cost increases or re-sourcing. The Group is well placed to
optimise production location according to evolving supply
chain and customer requirements.
The Group has no direct trading exposure to the Middle
East conflict, with no operations in the region and
negligible revenue derived from customers based there.
We are mindful of the potential for wider cost inflation and
operational disruption as a result of the conflict, but the
Group has a strong record in managing pricing and supply
chains dynamically and leaves us able to respond to any
Good performance in challenging conditions
We have returned to organic growth
and built momentum through the year,
supported by a strong pipeline of design
wins and disciplined acquisitions. With
improving demand and continued
investment in our capabilities, we are
well positioned to accelerate growth in
our chosen markets.”
Nick Jefferies
Group Chief Executive
discoverIE Group plc Innovative Electronics24
STRATEGIC AND
OPERATIONAL REVIEW
Design wins
£385m
(FY 2024/25: £355m)
Order intake
£447.8m
(FY 2024/25: £411.9m)
Order book
£165m
(FY 2024/25: £161m)
challenges effectively. The Group’s total oil and gas usage
is less than 0.1% of Group sales and whilst we are seeing
instances of increased freight costs, in such cases they are
being passed on.
Our customer order patterns remained consistent through
the year, with over 90% of orders scheduled for delivery
within a twelve month period, similarly split between near
term demand (c.4 months) and longer term (6-12 months).
We suspect however, that tightening global supply chains
may drive some customers to place firm orders to secure
supply.
Earnings growth and strong cashflow
This year saw a return to organic sales growth, augmented
by further contributions from acquisitions. Group sales for
the year increased by 5% CER to £443.3m with continuing
robust gross margins. Reflecting additional investment in
our operations to support future growth, adjusted operating
profits increased by 1% to £61.0m. Adjusted operating
margin of 13.8% was 0.4ppts CER lower than last year with
the additional growth investment partly funded by further
cost efficiencies. With this investment and with the benefit
from recent higher margin acquisitions, we remain well
on track for our 17% margin target by FY2029/30. Reduced
finance costs through lower average net debt balances and
reducing interest rates resulted in adjusted profit before
tax increasing by 4% to £51.9m, with adjusted earnings per
share increasing by 4% to 40.3p (FY 2024/25: 38.7p).
After the inclusion of acquisition-related costs of £15.8m
(mainly amortisation of intangibles), profit before tax for
the year on a reported basis increased by 13% to £36.1m
(FY 2024/25: £32.0m) with fully diluted earnings per share
increasing by 18% to 29.4p (FY 2024/25: 25.0p).
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
25 Annual Report and Accounts for the year ended 31 March 2026
Strong free cash flow of £36.6m was generated in the
year representing 92% of adjusted earnings, comfortably
ahead of our 85% target; conversion rates have averaged
around 100% for the last decade. Net debt (excluding
IFRS16) at 31 March 2026 was £13.8m lower at £80.5m
(31 March 2025: £94.3m), reducing gearing to 1.2x. With the
recently completed acquisition of Trival and the announced
acquisition of 3G, proforma gearing at 31 March 2026 was
2.2x which is forecast to reduce to 1.8x by the end of this new
financial year, comfortably within our target range.
Dividend and capital allocation
The Board is recommending a 4% (0.35 pence) increase
in the final dividend to 8.95 pence per share, giving a 4%
increase in the full year dividend per share to 13.0 pence (FY
2024/25: 12.5 pence) and an adjusted earnings cover of 3.1
times (FY 2024/25: 3.1 times). The final dividend is payable
on 31 July 2026 to Shareholders registered on 26 June 2026
and the final date for Dividend Reinvestment Plan (“DRIP”)
elections will be 10 July 2026.
The Board believes in maintaining a progressive dividend
policy along with a long-term dividend cover of over three
times earnings on an adjusted basis. This approach, along
with the continued development of the Group, will enable
funding of both dividend growth and a higher level of
investment in acquisitions from internally generated
resources.
Share buybacks will be considered if the Group has surplus
cash. Currently, the fragmented international market
in which we operate provides ample opportunities for
accretive acquisitions with excellent growth prospects and
the potential for high returns as our recent acquisitions
illustrate. As such our capital is currently deployed in this
direction, with this policy reviewed periodically.
Proven growth strategy
The Group of today has been built by acquiring and
growing carefully selected specialist component design &
manufacturing businesses over the past 15 years, organised
into clusters to derive operational efficiencies. Through this
combination of organic growth, operational efficiencies and
acquisitions, the Group is building a growth compounding,
international electronics specialist.
We have a disciplined approach to capital allocation and
see significant scope for further expansion, with a pipeline
of investment opportunities continually in development.
The Group operates in a c.$30bn fragmented market with
many smaller players presenting numerous consolidation
opportunities.
Adjusted PBT
£51.9m
(FY 2024/25: £50.1m)
Free cash flow
£36.6m
(FY 2024/25: £40.4m)
discoverIE Group plc Innovative Electronics26
STRATEGIC AND
OPERATIONAL REVIEW CONTINUED
The Group’s strategy comprises five elements:
1. Structurally growing markets: Grow well ahead of
GDP over the economic cycle by focusing on specialist
technologies in high quality markets with long-term
growth. By targeting five growth markets, we aim
to create consistent, compounding growth with low
customer concentration and less cyclical variability.
2. Acquire highly differentiated businesses: Acquire
businesses operating in electronic market niches with
strongly differentiated products, attractive growth
prospects and strong operating margins, either as new
platforms or as bolt-ons to existing clusters.
3. Operating margin enhancement: Generate
operational efficiencies and improve operating margins
through clustering of businesses and increasing product
differentiation.
4. Strong cash generation driving disciplined capital
allocation: Generate strong cash flows and long-term
sustainable returns from a capital-light business model,
re-investing free cashflow after dividends into organic
growth opportunities and further acquisitions.
5. Minimising environmental impact: Reduce our carbon
emissions to achieve net-zero (Scope 1 & 2) by 2030.
The Group’s competitive advantage is rooted in deep
engineering expertise, application knowledge, and early
design engagement, which enable us to co-develop
specialised solutions that are embedded within customers’
systems. This creates significant barriers to substitution as
replacing components would require redesign, re-testing
and re-certification, introducing cost, complexity, delay
and operational risk that customers seek to avoid. Barriers
to entry are reinforced by the Group’s breadth of technical
capability, niche high performance offerings, and strong
application knowledge in demanding and regulated
markets. Combined with long term supply assurance and
strong engineering relationships, these factors support
high customer retention, revenue recurrence and pricing
resilience, which underpin the Group’s durable and
sustainable business model.
Five target markets to drive
long-term growth
Our five target markets (industrial automation &
connectivity, medical, renewable energy, security and
the electrification of transportation), are attractive and
technology-rich sectors underpinned by long term,
structural growth drivers. In total, the five target markets
account for around 80% of sales.
Our focus on these target markets over the last decade has
driven the Group’s through-cycle growth well ahead of GDP,
attracting higher margins and greater resilience than other
markets, and created numerous acquisition opportunities.
We expect this to continue.
Compelling products for today’s markets
The Group has a product and manufacturing footprint that
is well suited to today’s technology requirements.
■ Essential products: the Group’s specialist products are
essential for customers’ applications and amount to only
a small proportion of their overall system cost. This leads
to repeating revenues over a long period with robust
gross margins.
■ Wide and flexible manufacturing: a decentralised
model with manufacturing sites and commercial
operations around the world, able to support customers
locally and internationally. For example, once our new
facility in Bangalore is open, it will have the capacity for
several of our Group companies to operate in India.
■ Low energy intensity operations: the large majority
of the Group’s energy exposure is electricity and energy
costs which represent less than 0.5% of Group revenues,
limiting the Group’s exposure to energy price rises
and operational disruptions. The cost of oil and gas
represents less than 0.1% of Group revenues. Through
the installation of solar panels at several of our sites as
part of our project to reduce carbon emissions, 85% of
our electricity usage is now from renewable sources.
Continued progress on key
strategic indicators
For more than 10 years, the Group’s strategic and financial
progress has been measured through key strategic
indicators (“KSIs”). Targets are periodically reviewed and
increased. For example, the adjusted operating margin
target was most recently reviewed in June 2025 and a new
five-year target of 17% was set.
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
27 Annual Report and Accounts for the year ended 31 March 2026
For tracking purposes, the KSIs in the table below remain as reported at the time rather than adjusted for disposals. Targets
are for the medium-term unless stated, defined as being around five years. This year’s performance relative to last year is
discussed below.
Key Strategic Indicators FY18
1
FY19
1
FY20
1
FY21 FY22 FY23 FY24 FY25 FY26 Targets
1. Increased adjusted
operating margin 6.3% 7.0% 8.0% 10.2% 10.9% 11.5% 13.1% 14.3% 13.8% 17%
2
2. Sales growth:
CER 11% 14% 8% -1% 28% 15% 1% -2% 5%
Well ahead of
GDP thru cycleOrganic 11% 10% 5% -4% 18% 10% -1% -7% 2%
3. Adjusted EPS growth 16% 22% 11% -8% 31% 20% 5% 5% 4% >10%
4. Adjusted operating cash
conversion
3
85% 93% 106% 128% 80% 94% 103% 103% 91%
>85% of adjusted
operating profit
5. Free cash conversion
3
78% 94% 104% 136% 77% 95% 102% 106% 92%
>85% of adjusted
earnings
6. ROCE
3
13.7% 15.4% 16.0% 14.5% 14.7% 15.9% 15.7% 15.8% 15.2% >15%
7. Carbon emissions
reduction
4
35% 47% 59% 68% Net-zero
5
1
Results for FY 2017/18 to FY 2019/20 are for total operations before disposals as reported at the time.
2
By FY 2029/30.
3
Defined in note 6 of the Group consolidated Financial Statements.
4
Carbon emissions are measured on a calendar year basis (e.g. CY2022 shown as FY 2022/23) with emission reduction shown since CY2021.
5
Net-zero Scope 1 and 2 by CY2030 and net-zero with Scope 3 by 2040.
The Group made further progress on its KSIs during
the year:
■ Adjusted operating margin was 13.8%, a reduction
of 0.4ppts CER on last year. This reduction followed
increased operational investment during the year in
engineering and sales capacity in the US and Europe,
and additional manufacturing capacity in Asia to
support future growth. On an annualised basis and
including recent high margin acquisitions, the adjusted
operating margin is ahead of last year and accordingly,
we remain on track for our 17% margin target by
FY2029/30. Since FY14, adjusted operating margin has
increased by 10ppts with approximately half coming
from organic growth and efficiencies, and half from
higher margin acquisitions. Going forward, acquisitions
are expected to account for around two-thirds of margin
improvement.
■ Sales increased this year by 5% CER and by 2%
organically as customers’ inventories returned to
appropriate levels and normal ordering patterns
resumed. Sales improved through the year culminating
in 5% organic growth in the final quarter. The average
full year organic growth in three of our four operating
units was 5%. This was partly offset by the Controls
operating unit where certain customers had continued
to destock during the year. The trend in Controls also
improved through the year with final quarter organic
sales back into growth. We remain focused on achieving
strong through-cycle organic growth which is supported
by our pipeline of design wins. Over the last decade,
sales have grown by c.5% CAGR organically.
■ Following a return to organic sales growth and with
operational investment to support future growth,
adjusted operating profit for the year increased by 1%
CER, with adjusted EPS increasing by 4%. In total, the
Group has grown its adjusted EPS by 14% CAGR over the
last 10 years.
■ Adjusted operating cash flow and free cash flow
conversion rates of 91% and 92% continue to be
comfortably ahead of our 85% targets. Over the last 10
years, both adjusted operating cash conversion and free
cash conversion have been consistently strong, averaging
around 100% through-cycle, reflecting low capital
expenditure requirements and efficient working capital.
■ ROCE for the year of 15.2% was above our target
although slightly below last year (FY 2024/25: 15.8%).
The rate of Group ROCE improvement is tempered by
acquisitions in the short term, but is expected to benefit
from their contribution over the longer term as their
additional growth compounds. We acquire businesses
with long-term growth prospects that we expect
will generate high returns over time. For example,
our acquisitions made up to FY 2017/18 generated a
collective ROCE of 28% this year. We expect this to
continue growing and for acquisitions made more
recently to grow similarly.
■ Scope 1 & 2 carbon emissions reduced further during the
year and in CY 2025 were 68% lower on an absolute basis
than in CY 2021, 3ppts better than the 65% reduction
target for CY 2025 that we set 4 years ago. Our next
target is to achieve net-zero (Scope 1 & 2) by CY 2030.
discoverIE Group plc Innovative Electronics28
STRATEGIC AND
OPERATIONAL REVIEW CONTINUED
Divisional results
The divisional results for the Group for the year ended 31 March 2026 are set out and reviewed below.
During the first half this year, the Sens-Tech business was reclassified from S&C to M&C and our Silvertel business was
reclassified from M&C to S&C, so as to better align operational similarities. Comparatives have been restated accordingly.
FY 2025/26 FY 2024/25
3
Revenue
£m
Adjusted
operating
profit
1
£m Margin
2
Revenue
£m
Adjusted
operating
profit
1
£m Margin
Reported
revenue
growth
CER
revenue
growth
Organic
revenue
growth
M&C
3
(CER) 267.0 41.7 15.6% 260.8 42.7 16.4% +2% +2% +2%
S&C
3
(CER) 176.3 31.4 17.8% 162.5 29.4 18.1% +9% +8% +2%
Unallocated (12.1) (11.8)
Total (CER) 443.3 61.0 13.8% 423.3 60.3 14.2% +5% +2%
FX (0.4) 0.2
Total 443.3 61.0 13.8% 422.9 60.5 14.3% +5%
1
Adjusted operating profit excludes acquisition and disposal-related costs
2
Margin refers to adjusted operating margin
3
Two businesses were transferred between M&C and S&C so prior year divisional results have been restated (see note 5 of the Group consolidated Financial
Statements). There was no impact to the Group results.
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
29 Annual Report and Accounts for the year ended 31 March 2026
Magnetics & Controls Division (“M&C”)
The M&C division designs, manufactures and supplies
highly differentiated magnetic and power components, and
embedded computing and interface controls for industrial
applications. This division operates across 16 countries
through two operating units, Magnetics and Controls. The
Magnetics operating unit (“Magnetics”) comprises our
magnetic cluster of Noratel, Shape, Myrra and Flux. The
Controls operating unit (“Controls”) comprises our cluster of
embedded computing and interface controls businesses
(Beacon, Hectronic and DTI), our human-machine
interface (“HMI”) cluster (Cursor Controls and Storm) and
two business platforms (Sens-Tech & Vertec). Almost all
products are manufactured in-house, with the division’s
principal facilities being in China, India, Mexico, Poland, Sri
Lanka, Thailand, the UK and the US. Geographically, 5% of
sales by destination are in the UK, 50% in the rest of Europe,
25% in North America and 20% in Asia. During the year,
Flux, our high-reliability magnetics business, expanded
its manufacturing capacity in Thailand, while Noratel, our
power magnetics business, commenced construction of a
new, larger facility in Bangalore to replace its existing facility
(due to complete in the first half of the new financial year).
In December 2025, the Group completed the acquisition
of Keymat Technology Ltd, a UK-based designer and
manufacturer of differentiated assistive HMI products, into
the division, to sit alongside our existing Cursor Controls
business. Keymat trades under the name Storm Interface
(“Storm”).
Orders in the year increased by 12% CER and by 11%
organically to £274.8m (FY 2024/25: £246.0m CER) with a
book-to-bill ratio of 1.03 driven by strong order growth in
both Magnetics and Controls.
Sales increased by 2% CER and organically, with good
growth in Magnetics being partly offset by destocking
in Controls which has now worked through with sales in
Controls returning to growth in the final quarter. By territory,
Europe (including the UK) and Asia grew by 3% offset by
North America down 2%.
With little FX impact this year, reported divisional revenue
also increased by 2% to £267.0m (FY 2024/25: £260.8m
reported). Adjusted operating profit of £41.7m was £1.0m
(-2%) lower than last year at CER and £1.3m (-3%) lower on a
reported basis (FY 2024/25: £43.0m) reflecting good organic
sales growth in the lower margin Magnetics unit offset by
sales reductions in the higher margin Controls unit. This mix
effect also impacted adjusted operating margin which at
15.6% was 0.8ppts lower at CER than last year and 0.9ppts
lower on a reported basis (FY 2024/25: 16.5%).
Sensing & Connectivity Division (“S&C”)
The S&C division designs, manufactures and supplies
highly differentiated sensing and connectivity components
for industrial applications. This division operates across
ten countries through two operating units, Sensing and
Connectivity. The Sensing operating unit (“Sensing”)
comprises our sensing cluster of Variohm, Burster,
CPI, Limitor, Magnasphere, Phoenix and Positek. The
Connectivity operating unit (“Connectivity”) comprises the
RF & Wireless cluster (2J, Antenova and Trival from April
2026), the Components cluster (Contour, Stortech and
CDT), the Fibre Communications cluster (Foss and IKN)
and four business platforms (MTC, Santon, Silvertel and
Hivolt). Almost all products are manufactured in-house,
with the division’s principal facilities being in Hungary,
the Netherlands, Norway, Slovakia, the UK and the US.
Geographically, 18% of sales by destination are in the UK,
54% in the rest of Europe, 20% in North America and 8%
in Asia.
During the year, we completed the merger of two of our
UK Components businesses, Contour and Stortech, into
one site. Additionally, our MTC electromagnetic shielding
business expanded its manufacturing capacity in South
Korea. Since the year-end, the Group has completed the
acquisition of Trival Antene d.o.o. (“Trival”), a Slovenian-based
designer and manufacturer of communication antennas for
defence applications, into the Connectivity operating unit,
and announced the acquisition of 3G.
Divisional orders in the year reduced by 4% organically
to £173.0m against a strong prior year comparator, with
a return to growth in the second half (H1: -10%; H2: +2%).
Including the Burster acquisition last year, orders were up
4% CER with a book-to-bill ratio for the year of 0.98 with
good improvement in the second half (H1: 0.92; H2: 1.04).
The reduction in orders came mainly in Transportation and
Medical (following strong growth last year) partly offset by
other markets which were broadly flat.
Divisional sales increased by 2% organically, with sales in
North America increasing by 4%, Europe (including the UK)
increasing by 2% and Asia broadly flat.
Combined with a 6% sales contribution from the Burster
acquisition, overall divisional sales increased by 8% CER.
With little Sterling translation impact this year, reported
divisional revenue increased by 9% to £176.3m (FY 2024/25:
£162.1m reported and £162.5m at CER).
Adjusted operating profit of £31.4m was £2.0m (+7%) higher
than last year at CER and £2.1m (+7%) higher on a reported
basis (FY 2024/25: £29.3m). The adjusted operating margin
of 17.8% was 0.3ppts lower than last year (FY 2024/25: 18.1%).
Strong bank of design wins will drive
future recurring revenues
The Group has a strong bank of design wins, forming the
basis of the Group’s through-cycle organic growth. During
the year, new opportunities and design wins were ahead
of last year, building on the bank of previously registered
wins that are commencing production. Over the last
eighteen months, conversion of design wins into revenue
was delayed in some areas due to customers’ inventory
destocking activities. This has now generally completed and
we are starting to see new revenue and growth.
New project design activity remains at a high level, being
broad-based and across all our markets. The total pipeline of
ongoing projects continues to be very strong.
discoverIE Group plc Innovative Electronics30
STRATEGIC AND
OPERATIONAL REVIEW CONTINUED
Acquisitions
The market is highly fragmented with many opportunities
to acquire. Currently, the Group’s pipeline consists of around
250 potential targets, of which a number are in the active
outreach phase and live deal negotiation at any time.
The businesses we acquire are typically led by entrepreneurs
who wish to remain with the business for a period following
acquisition. We encourage this as it enables integration and
helps retain a dynamic, decentralised and entrepreneurial
culture.
We acquire high-quality businesses with good growth
prospects and attractive operating margins. We invest in
these businesses for growth and operational performance
development. According to the circumstances, we add
value in some or all of the following areas:
Strategy and operations:
■ Creating a long-term strategy for growth with
operational leverage
■ Grouping businesses into clusters
■ Generating operational efficiencies
■ Internationalising sales channels
■ Accelerating organic growth by focusing sales
development onto target market areas and expanding
the customer base, including through cross-selling
■ Developing the product range
People:
■ Investing in management capability
■ Enabling peer networking and collaboration
■ Increasing diversity
■ Succession planning
Investment:
■ Capital investment in manufacturing and infrastructure
■ Internationalising operations
■ Expansion through further acquisitions
■ Upgrading systems, including IT
Controls and support:
■ Implementing robust financial measurement,
KPIs and controls
■ Finance and related support, such as treasury, banking,
legal, tax and insurance
■ Risk management and internal audit
Sustainability:
■ Aligning sustainability strategies with those of the Group
■ Creating carbon emission reduction plans
■ Inclusion in the Group’s SBTi-aligned net-zero carbon
emission reduction programme
■ Providing training and development
The Group has acquired 30 design and manufacturing
businesses over the last 15 years, with the Group’s
continuing revenues increasing to £443m in FY 2025/26
from £10m in FY 2009/10. By taking a long-term approach to
generating compounding growth, the Group has generated
substantial value. The Group’s consistent returns reflect
an evolving balance between the strong and growing
ROCE of those businesses acquired earlier supporting the
lower initial ROCE of those acquired more recently as they
grow into delivery of their targets. With plans in place in
each business, as growth returns following the end of the
extended industry destocking, we fully expect returns in all
businesses to increase.
In December 2025, the Group acquired Keymat Technology
Ltd trading under the name Storm Interface (“Storm”), a
UK-based designer and manufacturer of differentiated
assistive HMI electronic products, primarily tactile and
audible content navigation devices for the visually impaired,
for sale in the UK, EU and US. The need for such products is
driven by the roll out of legislation in Europe, UK and North
America that requires assistive interfaces in consumer
facing electronic equipment. Storm was acquired into
the Controls operating unit in our M&C division alongside
our existing Cursor Controls business, for an initial cash
consideration of £5.5m on a debt free, cash free basis
together with an earn-out of up to £2.2m payable subject to
Storm’s performance up to 31 March 2026. A full pay out is
expected to be made.
In April 2026, following receipt of regulatory approvals, the
Group completed the acquisition of Trival Antene d.o.o.
(“Trival”), a Slovenian-based designer and manufacturer
of communication antennas and masts for defence
applications, for an initial cash consideration of €45.5m
(£39.9m) on a debt free, cash free basis, before expenses. In
addition, deferred consideration of up to €1.65m (£1.45m)
will be payable subject to certain conditions twelve months
from completion and an earn-out of up to €5.5m (£4.8m)
will be payable subject to Trival achieving certain growth and
performance conditions in the period up to 31 March 2028.
Trival’s antennas are used in land-based defence applications
such as handheld, mobile and fixed radio communications
systems and are sold internationally into c.70 countries. Trival
has a strong track record of revenue growth and is accretive
to both adjusted earnings and adjusted operating margin.
Trival has become part of our Connectivity operating unit
within the S&C division alongside our two RF businesses, 2J
and Antenova.
Since the year end, we have announced the acquisition,
subject to regulatory approval, of 90% of 3Gmetalworx
(“3G”), a North American designer and manufacturer of
electromagnetic shielding and thermal management
products, for a cash consideration of $67.5m (£49.6m) on
a debt free, cash free basis. Ongoing management will
continue to hold 10% of 3G. These management shares will
be subject to a put / call option exercisable between the
third and fifth anniversary of the date of completion. Once
exercised, the Group will own 100% of the business.
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31 Annual Report and Accounts for the year ended 31 March 2026
3G, under its ongoing management, will join our
Connectivity operating unit within the S&C division and
will work alongside MTC, our existing European shielding
business. Other businesses in the Group will also benefit
from access to 3G’s extensive customer base and sales
channels. 3G will be accretive to both adjusted earnings and
adjusted operating margin from completion.
Sustainability and social responsibility
The Group creates innovative electronics for a variety of
applications, with a strategic focus on end markets that are
aligned to the UN Sustainable Development Goals
(“UN SDGs”). More information on how we work with
customers and suppliers to support the UN SDGs is
available in the Group’s latest Impact Report and on our
website at www.discoverIEplc.com.
In May 2025, the Group’s greenhouse gas (“GHG”) emissions
reductions targets were validated by the Science Based
Targets initiative (“SBTi”). The Group is committed to
achieving net-zero GHG emissions across Scope 1 and 2 by
2030, and throughout the value chain by 2040. We have
updated our Road to Net-Zero strategy document this year
to explain in more detail how we plan to achieve this. During
FY 2025/26, the Group disclosed its environmental impact
on water through the Carbon Disclosure Project (“CDP”) for
the first time, achieving a C score, while retaining its B score
for climate disclosure.
During the year, the Group also reviewed its ESG strategy to
ensure alignment with emerging regulatory requirements
and its strategic priorities. Following this review, the Group
reaffirmed its focus on Planet, People, and Products.
During the year, we made excellent progress in a number of
key areas:
■ Scope 1 & 2 emissions: Scope 1 & 2 carbon emissions for
CY 2025 reduced by 68% against the externally verified
CY 2021 baseline, exceeding its CY 2025 reduction target
of 65% and paving the way for our goal of achieving
net-zero Scope 1 & 2 emissions by 2030.
■ Environmental targets: 74% of Group revenue is now
generated from businesses certified to ISO 14001, and
58% of the Group’s car fleet is now electric or hybrid.
During the year, solar panels were installed at the
Group’s Hungary facility, further advancing the Group’s
self-generation capacity and enhancing energy security.
The Group now sources 85% of its electricity from zero-
emission sources and remains on track to achieve its
100% target by CY 2030. Natural gas is now the Group’s
largest remaining emissions source, representing 35%
of CY 2025 emissions. Plans to replace gas heating at
the Group’s largest emitting site in Poland have been
approved, with completion expected in the second half
of the new financial year.
■ Health & Safety: 72% of the Group’s workforce is
covered by ISO 45001 occupational health & safety
standards similar to last year. The number of reported
lost time incidents reduced by 35% to 15 (FY 2024/25: 23),
with a lower lost time incident frequency rate of 0.16
(FY 2024/25: 0.25). This improvement reflects the impact
of the Group’s continuing focus on health & safety.
■ Cyber security and AI governance: The Group has
implemented an AI Governance Framework to ensure
responsible and secure deployment of generative AI,
with a strong emphasis on data privacy, ethical use, and
regulatory compliance. Cyber security awareness training
has been, and will continue to be, rolled out across the
Group to strengthen defences against cyber threats.
■ Diversity & inclusion: In May 2025, the Group hosted its
inaugural Women in Engineering & Operations seminar,
with over 30 female colleagues attending to share
experiences and promote gender diversity.
■ Learning & development: A group-wide Engineering
& Technical Sales Forum was held in October 2025,
bringing together over 70 engineers for a three-day
event that included a visit to certain UK operations.
The forum strengthened understanding of the Group’s
technologies, products and capabilities, and supported
greater collaborations across the business. To support
the development of future engineering talent, the
Group is participating in the University of Surrey’s iTEK
programme, which allows a selected group of third-year
and postgraduate students to solve real-world technical
challenges presented by the businesses. Engagement
with the Group’s online learning & development
platform launched in 2024 continued to increase, with
participant numbers more than doubling and learning
hours increasing by 125% year-on-year.
Emissions reduction
68%
(from CY 2021)
Zero emission energy
85%
of Group electricity
Lost time incidents
15
(FY 2024/25: 23)
discoverIE Group plc Innovative Electronics32
STRATEGIC AND
OPERATIONAL REVIEW CONTINUED
In February 2026, the European Union adopted the
‘Omnibus’ proposal. As a result, the Group and its subsidiaries
are now outside the scope of Corporate Sustainability
Reporting Directive (“CSRD”) reporting. Preparation for
the implementation of the IFRS Sustainability Reporting
Standards (“SRS”), which is expected to apply to the Group
from April 2027, is now underway.
Summary and Outlook
The Group has delivered another set of robust results where
profits and earnings reached new highs and the business
saw a return to strong levels of organic orders and sales
growth by the year end, which has continued into the
new year.
Trading momentum improved through the year with final
quarter orders increasing by 14% organically, sales increasing
by 5% organically and with orders ahead of sales, giving us
confidence as we start the new financial year. To support
this strengthening growth outlook, additional investment
in operating, sales and engineering capacity has been
made to ensure we capitalise on the structural growth
opportunities in our target markets.
We have announced three acquisitions in the last six
months, 3G in North America, Trival in Slovenia and Storm in
the UK, for a combined consideration of £95m. Trival and 3G
increase our exposure in the defence market, while Storm
adds to our Human-Machine Interface cluster. All three
businesses have a strong record of growth, with margins
well ahead of the Group’s current margin target.
The outlook for the year ahead is positive with full year
adjusted earnings in line with Board expectations. First
quarter trading has started well with strong growth in
orders and further good sales growth and orders running
well ahead of sales. We remain focused on generating
strong compounding growth through the cycle. The
combination of organic growth, a strong order book
providing good visibility, an accelerating pipeline of design
wins converting into revenue, and a clear and consistently
executed acquisition strategy gives us confidence in the
outlook.
Nick Jefferies
Group Chief Executive
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33 Annual Report and Accounts for the year ended 31 March 2026
Revenue and orders
Group sales of £443.3m were 5% higher than last year (both
CER and reported) (FY 2024/25: £422.9m). Two acquisitions
last financial year (Burster and Hivolt) and one this year
(Storm) added 4% to revenue while the disposal of the
Santon solar business completed last year reduced sales by
1%. Organic sales increased by 2% following an 18-month
period of widespread customer destocking.
Revenue (£m) FY 2025/26 FY 2024/25 %
Organic sales 427.3 419.4 +2%
Acquisitions 16.0 +4%
Disposals 3.9 -1%
Sales at CER 443.3 423.3 +5%
FX translation (0.4)
Reported sales 443.3 422.9 +5%
Orders for the year were £447.8m, 9% higher at CER than
last year and on a reported basis (FY 2024/25: £411.9m) giving
a rising book-to-bill ratio of 1.01 (H2: 1.03; H1: 0.99 and 0.97 in
the second half last year). Orders in the year increased by 5%
organically (H2: +10%; H1: +0.5%).
The order book at the year-end of £165m was strong, 5%
higher than at 30 September 2025 and 2% higher than last
year. At c.4.5 months of annualised second half sales, the
order book provides good visibility for the first half of the
new financial year.
Group operating profit and margin
Group adjusted operating profit for the year was £61.0m, a
1% increase on last year both at CER and on a reported basis
(FY 2024/25: £60.5m) with an adjusted operating margin of
13.8%. This was 0.4ppts lower at CER than last year following
investment in operations to fund future growth. Together
with high margin acquisitions in the last 6 months, the
annualised adjusted operating margin is ahead of last year
and we remain on track to reach our target for FY 2029/30
of 17%.
Group reported operating profit for the year (including
acquisition and disposal-related expenses as discussed
below within adjusting items) was £45.2m, 7% higher than
last year (FY 2024/25: £42.4m).
FY 2025/26 FY 2024/25
£m
Operating
profit
Finance
Cost
Profit
before tax
Operating
profit
Finance
Cost
Profit
before tax
Adjusted 61.0 (9.1) 51.9 60.5 (10.4) 50.1
Adjusting items
Amortisation of acquired intangibles (16.3) – (16.3) (16.2) – (16.2)
Acquisition & disposal credit/
(expenses) 0.5 – 0.5 (1.9) – (1.9)
Reported 45.2 (9.1) 36.1 42.4 (10.4) 32.0
The Group delivered robust financial
performance against challenging market
conditions. Together with strong cash
generation and disciplined capital allocation,
it supports continued investment in
both organic and inorganic growth while
maintaining a robust balance sheet.”
Simon Gibbins
Group Finance Director
discoverIE Group plc Innovative Electronics34
FINANCIAL REVIEW
As shown below, adjusted operating profit growth has
mainly been achieved through organic growth in sales and
accretive acquisitions made this year and last year, partially
offset by operational investment in future growth.
£m
Adjusted
Operating
Profit
FY 2024/25 60.5
Gross profit on organic sales increase 3.4
Organic gross margin impact 0.9
Sales mix impact on gross margin (1.4)
Organic operational investment (4.4)
Organic profit reduction (1.5)
Profit from acquired companies 2.2
CER growth in operating profits 0.7
Foreign exchange impact (0.2)
Net growth in operating profits 0.5
FY 2025/26 61.0
Various manufacturing and operating initiatives continued
this year helping lift individual business gross margins
by 0.2ppts on average which was offset by the mix effect
of stronger sales growth in our lower margin businesses
(0.3ppts impact). We have invested in new sales and
engineering resource and additional operating capacity
(Thailand this year with India being completed during the
first half next year, both on schedule and on budget) to aid
future growth, with organic operating costs increasing by
3.5%. Operating profits of £2.2m were earned this year by
last year’s two acquisitions (Hivolt acquired in August 2024
and Burster acquired in January 2025) during their first year
of ownership and by Storm (acquired in December 2025).
Sterling was 5% stronger this year versus 12 months ago,
compared with the US Dollar but 3% weaker against the
Euro and 5% weaker on average against Nordic currencies,
giving rise to a net reduction in adjusted operating profits
on translation of £0.2m for the year.
Adjusting items
Adjusting items for the year totalled £15.8m (FY 2024/25:
£18.1m) comprising the amortisation of acquired intangibles
of £16.3m (FY 2024/25: £16.2m), broadly in line with last
year, less net acquisition and disposal credits of £0.5m
(FY 2024/25: a net expense of £1.9m).
The net acquisition and disposal credits of £0.5m
comprises a net reduction in the fair value of contingent
consideration payable on past acquisitions of £5.8m less
£1.3m fair value adjustments on acquired inventory, £3.2m
of costs associated with acquisitions, £0.4m of acquisition
integration costs and £0.4m of GMP equalisation payments
in respect of the Group’s legacy pension scheme.
Financing costs
Net finance costs for the year were £9.1m (FY 2024/25: £10.4m)
and include a £1.3m charge for leased assets under IFRS
16 (FY 2024/25: £1.0m) and a £0.6m charge for amortised
upfront facility costs (FY 2024/25: £0.6m). Excluding these, net
finance costs related to our banking facilities were £7.2m (FY
2024/25: £8.8m), a reduction of 20%, due to lower average net
debt balances during the year and lower base rates for our
main borrowing currencies (Sterling, US Dollars and Euros),
all of which reduced during the year. The Sterling base rate
and US Dollar Federal rate both reduced by 0.75ppts to 3.75%,
while the ECB lending rate reduced by 0.5ppts to 2.15%.
Adjusted tax rate
The adjusted effective tax rate (“ETR”) for the year was 23.5%, 0.5ppts lower than last year (FY 2024/25: 24.0%) due to greater
profits in lower tax territories.
The overall ETR of 19.7% was lower than last year’s ETR (FY 2024/25: 23.1%) due to a low rate of tax on the net acquisition and
disposal credit within adjusting items as shown in the table below.
FY 2025/26 FY 2024/25
£m PBT ETR PBT ETR
Adjusted 51.9 23.5% 50.1 24.0%
Adjusted items
Amortisation of acquired intangibles (16.3) (16.2)
Acquisition & disposal credits/(expenses) 0.5 (1.9)
Reported 36.1 19.7% 32.0 23.1%
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35 Annual Report and Accounts for the year ended 31 March 2026
Profit before tax and EPS
Following the reduction in net finance costs, adjusted profit before tax for the year of £51.9m was £1.8m higher (+4%) than
last year (FY 2024/25: £50.1m) with adjusted EPS for the year increasing by 4% to 40.3p (FY 2024/25: 38.7p).
FY 2025/26 FY 2024/25
£m PBT EPS PBT EPS
Adjusted 51.9 40.3p 50.1 38.7p
Adjusting items
Amortisation of acquired intangibles (16.3) (16.2)
Acquisition & disposal credit/(expenses) 0.5 (1.9)
Reported 36.1 29.4p 32.0 25.0p
After adjusting items, reported profit before tax was £36.1m,
13% higher than last year (FY 2024/25: £32.0m) with reported
fully diluted earnings per share of 29.4p, 18% ahead of last
year (FY 2024/25: 25.0p).
Working capital and asset returns ratios
Working capital at 31 March 2026 was £81.8m (FY 2024/25:
£79.0m) with a £2.4m increase from acquisitions and £1.3m
of working capital investment offset by a £0.9m reduction
from foreign exchange translation. This is equivalent to
16.6% of final quarter annualised sales at CER, a 0.6ppts
improvement on last year (FY 2024/25: 17.2%).
Working capital KPIs have remained robust during the year
with debtor days of 47 (1 day higher than last year), creditor
days of 74 (6 days lower than last year) and stock turns of 3.2
(0.1 turns higher than last year).
ROCE for the year of 15.2% was above our 15.0% target
although slightly below last year (FY 2024/25: 15.8%) due
to the impact of acquisitions and operational investment
this year.
Return on Tangible Capital Employed (“ROTCE”) for the
year, which excludes goodwill, intangible assets and non-
operational assets, was 45.1%. This illustrates both the strong
returns being generated by the Group’s operational assets,
and our capital-light requirements with capital expenditure
of only 1.5% of sales (FY 2024/25: 1.4%). ROTCE was 7.0ppts
lower than last year (FY 2024/25: 52.1%) due to £13m of
additional right-of-use assets, capitalised under IFRS16.
Cash flow
Net debt at 31 March 2026, excluding IFRS16 leases, was
£80.5m, compared with £94.3m at 31 March 2025 with
the reduction in the year of £13.8m driven by strong free
cash generation partly offset by the acquisition of Storm,
payment of earn-outs and last year’s final dividend.
£m FY 2025/26 FY 2024/25
Opening net debt (94.3) (104.0)
Free cash flow (see table below) 36.6 40.4
Dividends (12.2) (11.7)
Acquisitions & disposals (9.5) (19.8)
Equity issuance 0.1 –
Amortisation of debt fees (0.6) (0.6)
Foreign exchange impact (0.6) 1.4
Net debt at 31 March (80.5) (94.3)
Acquisitions and disposals cash outflow of £9.5m in the
year comprised £4.3m for the acquisition of Storm, £2.8m
payment of earnouts related to Hivolt and CPI, £1.1m of
acquisition expenses, £0.7m of integration expenses and
£0.6m of acquisition & disposal completion payments.
Dividends of £12.2m were paid during the year, an increase
of 4% over the prior year.
The impact of movements in Sterling in the year led to
an FX loss of £0.6m compared with an FX gain last year of
£1.4m. The Group’s policy is to hold net debt in currencies
aligned to the currency of its cash flows in order to protect
the gearing of the Group.
Adjusted operating cash flow and free cash flow for the
year (see definitions in note 6 to the Group consolidated
Financial Statements) compared with last year are shown
below:
£m FY 2025/26 FY 2024/25
Adjusted profit before tax 51.9 50.1
Net finance costs 9.1 10.4
Non-cash items 14.5 15.1
IFRS 16 - lease payments (7.9) (7.5)
Adjusted EBITDA 67.6 68.1
Changes in working capital (5.5) 0.3
Capital expenditure (6.6) (6.1)
Adjusted operating cash flow 55.5 62.3
Finance costs (7.2) (9.0)
Taxation (10.7) (10.6)
Legacy pension (1.0) (2.3)
Free cash flow 36.6 40.4
Adjusted EBITDA of £67.6m was £0.5m lower than last
year (FY 2024/25: £68.1m) due to lower non-cash items,
principally being a lower share-based payment charge.
During the year, the Group invested £5.5m in working
capital supporting strong sales and orders in the final
quarter. This compares with a small inflow last year of £0.3m.
Capital expenditure of £6.6m was invested during the year,
being 1.5% of sales, similar to last year (FY 2024/25: £6.1m at
1.4% of sales). This included investment in our expanded
Thailand facility and our new Indian facility (due to complete
in August 2026) together with various new production line
extensions.
discoverIE Group plc Innovative Electronics36
FINANCIAL REVIEW CONTINUED
Capital expenditure levels are expected to increase to c.£9m
for next year with the completion of the Indian facility and a
new facility in Norway.
£55.5m of adjusted operating cash flow was generated
in the year (FY 2024/25: £62.3m) being 91% of adjusted
operating profit, comfortably ahead of our 85% target (FY
2024/25: 103%). This conversion rate is lower than last year
due to investments in working capital to support growth.
Finance cash costs of £7.2m were £1.8m below last year due
to lower net debt balances during the year and lower base
rates for our main borrowing currencies (Sterling, US Dollars
and Euros), all of which reduced during the year. Corporate
income tax payments of £10.7m were broadly in line with
last year (FY 2024/25: £10.6m).
Free cash flow (being cash flow before dividends and
acquisitions) of £36.6m was generated in the year (FY
2024/25: £40.4m) at a free cash conversion rate of 92%
of adjusted earnings, again ahead of our 85% target (FY
2024/25: 106%). Over the past decade, the Group has
consistently achieved high levels of adjusted operating cash
and free cash conversion, both averaging around 100%.
Banking facilities
The Group has a £240m syndicated banking facility
which, in November 2025, was extended to May 2030 with
extension options to May 2032. In addition, the Group has
an £80m accordion facility which it can use to extend the
total facility up to £320m, subject to bank approval. The
syndicated facility is available both for acquisitions and for
working capital purposes and comprises seven lending
banks. As part of the renewal, our gearing covenant was
increased from 3.0x to 3.5x which provides us with additional
flexibility to operate temporarily above the upper end of our
target gearing range of 2.0x to optimise execution of our
acquisition pipeline.
With net debt (excluding IFRS 16 leases in accordance with
our banking covenants) at 31 March 2026 of £80.5m, the
Group’s gearing ratio at the end of the year (being net debt
excluding IFRS 16 leases divided by Adjusted EBITDA as
annualised for acquisitions) was 1.2x.
With the acquisition of Trival completed in April 2026 and
the recently announced acquisition of 3G, proforma gearing
at 31 March 2026 was 2.2x which is forecast to reduce to 1.8x
by the end of this new financial year, comfortably within our
target range.
Defined benefit pension scheme
In January 2025, the Group completed the buy-in of its
legacy UK defined benefit pension scheme with Just
Retirement Limited for a premium of £29.1m, funded
primarily from existing scheme assets. The buy-in delivers
greater security for scheme members, whilst substantially
removing the Group’s exposure to defined benefit liabilities
and investment, longevity, interest rate and inflation risks in
respect of the scheme.
Balance sheet
Net assets of £328.6m at 31 March 2026 were £20.6m higher
than at the end of the last financial year (31 March 2025:
£308.0m). The increase primarily relates to net profit after
tax for the year of £29.0m being partly offset by dividends
paid during the year of £12.2m. The movement in net assets
is summarised below.
£m FY 2025/26
Net assets at 31 March 2025 308.0
Net profit after tax 29.0
Dividend paid (12.2)
Currency net assets – translation impact 2.1
Gain on defined benefit scheme 0.2
Issue of shares 0.2
Share based payments (inc tax) 1.3
Net assets at 31 March 2026 328.6
Risks and uncertainties
The principal risks faced by the Group, which are set out in
further detail on pages 79 to 84, comprise: the economic
environment, particularly linked to the geopolitical issues
arising from the ongoing conflicts in the Middle East and
Ukraine; the imposition of US trade tariffs and counter tariffs;
the performance of acquired companies; climate-related
risks; loss of major customers or suppliers; technological
changes; major business disruption; cyber security; loss of
key personnel; control risk; product liability; liquidity and
debt covenants; exposure to adverse foreign currency
movements; and non-compliance with legal and regulatory
requirements.
The Board reviewed the Group’s principal risks and the
mitigating actions and processes in place during the
financial year. The Board’s view is that risks associated with
the macroeconomic environment, including the impact
from US tariffs and cyber attacks have increased during
the financial year with no material change to the relative
importance or quantum of the Group’s other principal risks.
The risk assessment and review are an ongoing process, and
the Board will continue to monitor risks and the mitigating
actions in place. The Group’s risk management processes
cover identification, impact assessment, likely occurrence
and mitigation actions where practicable. Some level of risk,
however, will always be present. The Group is well positioned
to manage such risks and uncertainties, if they arise, given
its strong balance sheet, committed banking facility of
£240m and the adaptability we have as an organisation.
Simon Gibbins
Group Finance Director
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
37 Annual Report and Accounts for the year ended 31 March 2026
Stakeholder engagement remains vital to building a sustainable business and
we interact with many stakeholders at different levels of the Group. Engagement
is carried out by those most relevant to the stakeholder group or issue. The table
below identifies some of our stakeholders and how we engage with them.
Our people
Why it is important to engage
Employee engagement is critical
to our success. We work to create
a diverse and inclusive workplace
where employees can reach
their full potential. Engaging
with our employees ensures
we can retain and develop the
best talent. Please see pages 92
to 95 for more information on
employee engagement.
Stakeholder key interests
■ Health and safety
■ Remuneration and benefits
■ Career opportunities
■ Employee engagement
■ Training and development
■ Well-being
■ Reputation
Ways we engage
■ Employee surveys
■ Regular town hall meetings
■ Board and Group management
visits to operating companies
■ Annual performance evaluations
■ Newsletters
■ Employee events
■ Social media
■ Apprenticeship and placement
programmes
■ Online learning and
development portal
■ Fair pay
■ Recognition and reward
■ Whistleblowing reports
■ Internal audits
Customers
Why it is important to engage
Understanding the needs of
our customers allows us to
provide application-specific
products, which both add value
and differentiate our customers
from their competitors. We
engage with our customers to
build trusting relationships from
which we can mutually benefit.
Stakeholder key interests
■ Safety, quality, efficiency and
reliability
■ Engineering capabilities
■ Technical know-how
■ Competitiveness
■ Our availability and
responsiveness
■ Relationship
■ Compliance
■ Convenience
■ Range of products
Ways we engage
■ Customer visits, telephone calls,
engineering visits
■ Participation in industry forums
and events
■ Social media and commercial
websites
■ Contract negotiation,
implementation and
management of ongoing
relationships
■ Customer audits of our
manufacturing facilities
■ Trade shows and exhibitions
■ Distributor conferences
■ Geographical footprint allows
us to meet customers in their
locations
■ Satisfaction surveys
Shareholders
Why it is important to engage
We engage with Shareholders to
understand their requirements
and generate returns and value.
We ensure that we provide timely
disclosures and fair, balanced
and understandable information
to Shareholders and investment
analysts and work to ensure that
they have a strong understanding
of our strategy, performance,
culture and ambition.
Stakeholder key interests
■ Growth
■ Financial performance and
economic impact
■ Governance and transparency
■ Operating and financial
information
■ Confidence in the Group’s
leadership
■ Dividend growth
■ Resilience and sustainability
Ways we engage
■ Regular market updates
■ Investor presentations
■ 1:1 and group meetings
■ Site visits
■ Corporate website, including
dedicated investor section
■ Shareholder consultations
■ Annual reports
■ Annual General Meetings
■ Capital Markets Days
■ Investor conferences and
roadshows
discoverIE Group plc Innovative Electronics38
OUR ENGAGEMENT
WITH STAKEHOLDERS
Our operating businesses
Why it is important to engage
We operate a decentralised
model where our operating
businesses are empowered to
innovate and grow, and decision-
making takes place on the front
line and close to customers. Our
businesses are key stakeholders
of the Group and are vital for our
growth strategy.
Stakeholder key interests
■ Operational and financial
performance
■ International expansion
■ Capital investment
■ Collaboration
■ Strategic guidance
■ Resources and support
Ways we engage
■ Quarterly business reviews
■ Regular site visits and
management meetings
■ Operating business
management forums
■ Support in specialist areas, such
as tax, legal and commercial,
M&A, and ESG
■ Knowledge-sharing webinars
■ Internal audit and compliance
■ Internal conferences
Suppliers
Why it is important to engage
Our external supply chain and
our suppliers are critical to our
performance. We engage with
our suppliers to build trusting
relationships from which we can
mutually benefit and to ensure
that they are performing to
our standards and conducting
business to our expectations.
Stakeholder key interests
■ Quality management
■ Cost-efficiency
■ Long-term relationships
■ Responsible procurement, trust
and ethics
■ Technological advances,
including digital solutions
■ Knowledge sharing
Ways we engage
■ Joint customer visits
■ Supplier audits
■ Employee training
■ Regular business reviews
■ Geographical footprint allows
smaller suppliers to operate
globally
■ Logistics efficiencies
■ Supplier conferences
Global communities
Why it is important to engage
We support communities and
groups local and relevant to
our operations and consider
the environmental and social
impacts of our operations.
Stakeholder key interests
■ Local operational impact
■ Health and safety
■ Environmental performance
■ Employment
Ways we engage
■ Charitable donations and
volunteering
■ Corporate and operating
company websites
■ Local environmental initiatives
■ Prioritising local employment
The Group promotes policies and procedures that consider
the interests of the Group’s employees, the need to foster
reasonable business relationships with suppliers, customers and
others, the impact of the Group’s operations on its workforce,
the community and the environment, and the maintenance
of high standards of business conduct. Our policies and
procedures, including our Stakeholder Engagement Policy, can
be found on our Group website https://www.discoverIEplc.com/
sustainability/company-policies and are referred to on page 45
of this Annual Report and Accounts.
Day-to-day responsibility for the implementation of policies
(other than the Board Diversity Policy) is delegated to the
management of discoverIE’s operating businesses, under the
supervision of the Group Management Committee.
Where appropriate, the Group policies and procedures are
supported by the local operating businesses’ policies, all within
a framework established by the Board and Group Management
Committee, intended to ensure that we operate as a Group to
the highest standards.
The Group also has due diligence processes in place to support
the ongoing assessment and management of risks associated
with both existing and newly acquired companies and the
development of relationships with new suppliers.
These include site visits by both Executive and Non-Executive
management, meetings with customers and suppliers and,
where relevant, asking our suppliers to confirm compliance with
Group policies.
As an international organisation, discoverIE takes account of
cultural differences between the various territories in which it
operates. discoverIE’s values are essential to how it operates and
to the long-term success and growth of the Group.
Management considers environmental, social and governance
matters in its actions and endeavours to show due respect for
human rights and works to high standards of integrity and
ethical propriety.
discoverIE believes that who we are and how we behave
matters not only to our employees but also to the many other
stakeholders who have an interest in our business. In the last
five years, no disciplinary action has been taken against any
person for reporting any whistleblowing issue.
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
39 Annual Report and Accounts for the year ended 31 March 2026
The Board of discoverIE Group plc takes seriously its duties to act in accordance
with legal requirements and appropriate business and ethical standards. This
includes fulfilling the duties described in Section 172 of the Companies Act 2006
(the “Act”).
Section 172
A director of a company must act in the way they consider,
in good faith, would be most likely to promote the success
of the company for the benefit of its members as a whole,
and, in doing so, have regard (among other matters) to:
■ 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 relationships
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.
The information below describes how the Directors have
had regard to the matters referred to in Section 172 of the
Act in performing their duties and constitutes the Board’s
Section 172 Statement for the year ended 31 March 2026.
Section 172 of the Companies Act 2006 The discoverIE Board’s response
Long-term decision-making (s.172(a))
The Board delegates day-to-day
management and decision-making to its
senior management team, but it maintains
oversight of the Group’s performance, and
reserves to itself specific matters for approval,
including the strategic direction of the Group,
acquisitions and disposals, and entering into
material contracts above set thresholds.
The Board monitors performance against
strategy and that decision-making is
appropriate by receiving regular updates,
in Board and Committee meetings and at
other intervals, as appropriate. Members of
the Board also hold individual meetings with
members of the wider management team on
a regular basis.
Processes are in place to ensure that the
Board receives all relevant information to
enable it to make well-judged decisions for
the long-term success of the Group and its
various stakeholders.
In FY2026, the Board:
■ Considered long-term sustainability-related issues and their potential impact
on the Group’s strategy and ongoing performance, including ongoing
monitoring of climate-related risks and opportunities and the Group’s
net-zero targets and related plans. For further details on our strategy and
business model, please see pages 10 to 17 and for details of progress relating
to sustainability, please see pages 42 to 73.
■ Considered a number of acquisition proposals. The Board only approves
an acquisition if it is satisfied, after full consideration, that it meets the
Section 172(1) requirement that it is most likely to promote the success of
the Group for the benefit of its members as a whole, and it considers the
value projected to be added to the Group, over a defined future period. This
judgement is recorded. During the year, the Board approved the acquisitions
of Storm Interface (completed December 2025) and Trival Antene
(completed April 2026).
■ Received presentations on specific business areas and, through ongoing
discussion with business leaders, determined strategic priorities for a three-
year period, and the development of robust supporting operating plans.
■ Agreed the Group’s principal risks, considered emerging risks and received
regular risk management and internal control reviews throughout the year.
The Group’s principal risks can be found on pages 79 to 84, our approach
to emerging risks can be found on page 77 and the work of the Audit and
Risk Committee can be found in the Audit and Risk Committee Report on
pages 104 to 109.
■ Set annual budgets and capital allocation, and oversaw business
performance against targets, enabling the Board to confirm the Group’s
outlook for the year ahead, the going concern statement and its longer-term
viability.
Employee interests (s. 172(b))
The success of the Group depends upon a
highly skilled and motivated workforce, an
entrepreneurial and innovative culture, set
within structures that provide fairness for all.
In FY2026, the Board:
■ Received updates on the impact on staff of global and local inflation rates.
■ Continued to ensure that the communications between the Board,
Group Management Committee, individual operating companies and
Group employees were optimised. Board members also joined an internal
conference in Poland, which was attended by over 100 colleagues globally, to
celebrate the 100th anniversary of Noratel.
■ Reviewed Board and senior management remuneration and employment
relations and arrangements across the Group.
For a summary of our employee engagement activities, please see page 38 and
pages 92 to 95.
discoverIE Group plc Innovative Electronics40
SECTION 172 STATEMENT
Section 172 of the Companies Act 2006 The discoverIE Board’s response
Relations with external parties (s. 172(c))
The Group works with a large number and
variety of customers, suppliers and other third
parties. It is of great importance that relations
with those parties are appropriate.
In FY2026, the Board:
■ Regularly considered the marketplaces within which the Group’s customers
operate and the challenges they face, and opportunities available. This
helped shape the way in which resources were allocated in order to ensure
that the Group was well positioned to meet customer needs.
■ Considered the impacts on customers and suppliers of global economic
uncertainties, enabling resources to be allocated to the most appropriate
territories.
Please see pages 38 to 39 for more details on our approach to stakeholder
engagement.
Community and environment (s. 172(d))
Wherever the Group operates, it forms a part
of its local community and, more broadly,
seeks to ensure that it provides a positive
contribution to the environment.
In FY2026, the Board:
■ Continued its focus on environmental, social and governance matters, as
demonstrated by the focus of the Sustainability Committee, which met three
times over the course of the year. Further details can be found in this report on
pages 42 to 73.
■ Oversaw completion of the Group’s net-zero emissions submission to the
Science Based Targets initiative (SBTi) and subsequent approval.
■ Continued its support for the Community Foundation for Surrey.
Reputation for high standards of
business conduct (s.172(e))
The Board is responsible for developing a
corporate culture across the Group that
promotes integrity and transparency. It
has established comprehensive systems
of corporate governance, which promote
corporate responsibility and ethical behaviour.
In FY2026, the Board:
■ Received regular reports from the Head of Risk focused on strengthening
governance and compliance frameworks, enhancing the integration
of acquisitions into the Group, and supporting the identification and
management of existing and emerging risks.
■ Reviewed and approved the Group’s material controls, approved the scope of
the Group’s material controls work, and oversaw the completion of a dry run
exercise in preparation for a formal declaration under Provision 29 of the UK
Corporate Governance Code in FY2027.
■ Approved the Group’s Modern Slavery Act Statement.
Please see page 45 for further details on our Group Policies.
Acting fairly as between members of
the Company (s.172(f))
The Board aims to understand the views of
Shareholders and always act in their best
interests.
In FY2026, the Board:
■ Maintained close relations with its main Shareholders through regular
dialogue, both after the publication of full-year and half-year results, and on
an ad hoc basis.
■ Approved value-enhancing acquisitions, Storm Interface (completed
December 2025) and Trival Antene (completed April 2026).
■ Received investor relations updates at every Board meeting and direct
feedback from investors on publication of trading results and updates.
■ Communicated with Shareholders ahead of the Annual General Meeting on
24 July 2025 and then met with Shareholders at that meeting.
Other key activities
The Board met regularly throughout the year and, in the year ended 31 March 2026, held six meetings. The Board’s agenda
considers all relevant matters at scheduled meetings.
As part of its regular programme of Board activities, the Board also receives reports from the Group Chief Executive, the
Group Finance Director and the Group General Counsel & Company Secretary, keeping the Board informed as to financial
and commercial performance and regulatory and legal affairs.
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
41 Annual Report and Accounts for the year ended 31 March 2026
Our target markets are aligned to the following UN
Sustainable Development Goals (“SDGs”):
■ SDG 3 Good Health and Well-being;
■ SDG 7 Affordable and Clean Energy;
■ SDG 9 Industry, Innovation and Infrastructure;
■ SDG 11 Sustainable Cities and Communities; and
■ SDG 13 Climate Action.
We deliver sustainable growth for our business through
the design and manufacture of innovative electronic
components that support the transition to a low-carbon
economy, promote better healthcare technologies,
and bring people and communities together through
connectivity solutions. Our over 30 operating businesses
have a presence in 21 countries around the globe, providing
employment to c.4,600 people. Most of our businesses are
small or medium-sized, and our challenge is to balance
relevant and actionable local programmes (such as carbon
reduction, energy efficiency, or training and development)
with the regulatory demands of a large multi-national
group. We know that fostering a safe, inclusive and
supportive environment for our employees, focused on
their personal development and growth, not only reflects
our values but is essential to our success. We also recognise
that the responsible use of resources such as energy, rare
minerals, plastics and water, and active management of
climate risks, are critical to our long-term resilience.
We are delighted to be able to report that we not only met
but exceeded our short-term greenhouse gas emissions
reduction target of a 65% reduction from our calendar
year (“CY”) 2021 base year emissions in Scope 1 and 2,
achieving a reduction of 68%. We also took a significant
step forward in our ambition to reduce emissions from the
use of natural gas in future by approving the replacement
of our gas heating system at Noratel’s site in Poland with a
fully electric system, capable of both heating and cooling.
Not only will this allow our site to adapt more swiftly to a
warming climate, and improve the working environment for
colleagues, it also supports energy security and will remove
over 100 tCOe from our annual greenhouse gas emissions.
It is a credit to the leaders and employees of our operating
companies that even with a more stringent definition of
a lost time incident introduced last year, the number of
serious safety incidents declined during the year. However,
we are not resting on our laurels. Every health and safety
incident means there is room for improvement, and we
continue to enhance our safety reporting, culture and
knowledge-sharing across our businesses.
Dear Shareholder,
Sustainability at discoverIE is central to both our purpose and our business
model. Our strategy focuses on technologies that are crucial to solving some of
the world’s most pressing social and environmental problems, and we partner
with customers who share our goal of enabling technology for a sustainable
world. In our own operations, we regard sustainability as a core business
management tool. Throughout the past year, and despite the challenges
in both geopolitical and regulatory landscapes, we have maintained our
sustainability focus.
We end the year with renewed
confidence that our sustainability
strategy is fit for purpose, and will
support the growth of our businesses as
we look towards our 2030 targets and
beyond.”
Rosalind Kainyah
Chair of the Sustainability Committee
discoverIE Group plc Innovative Electronics42
SUSTAINABILITY
REPORT
Although the uncertainty surrounding the future
requirements of sustainability reporting (particularly
the European Corporate Sustainability Reporting
Directive) could have made it easy to lose focus on our
sustainability pathway, we took the opportunity to review
our Sustainability Strategy, and to carry out a materiality
assessment of our sustainability risks and opportunities.
This exercise deepened the interaction with operating
businesses, and gave the Board, the Executives and the
Group Sustainability Team renewed confidence that our
strategy is fit for purpose, and will support the growth of
our businesses as we look towards our 2030 business and
sustainability targets.
Rosalind Kainyah
Chair of the Sustainability Committee
2 June 2026
Tonnes CO
2
e abated
5,952
Scope 1 and 2 vs 2021
Employees protected
3,297
under an ISO 45001
management system
Products manufactured
under ISO 9001
96%
of annual revenue
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
43 Annual Report and Accounts for the year ended 31 March 2026
The Board
Ultimate responsibility for all Group operations, including sustainability
Sustainability governance
The Board has overall responsibility for overseeing our approach to sustainability and has delegated detailed consideration
of sustainability strategy, policies and performance to the Sustainability Committee. The Committee monitors practices
and performance throughout the organisation. This is supported by our wider governance structure, as outlined in the
diagram below.
Group
Management
Committee
Sustainability
Committee
Remuneration
Committee
Audit & Risk
Committee
Divisional
Management
Group
Sustainability
Team
Operating
Company
Management
Risk & Internal
Audit functions
Key
Reporting line
Collaboration
The Sustainability Committee is supported by the Group
Sustainability Team (“GST”), which reports to both the
Committee and Group Management Committee (“GMC”).
The GST consolidates sustainability data across the Group,
reports performance and supports operating businesses in
managing their key sustainability risks and priorities.
The responsibilities of the Committee are supported by
our policies that define the standards expected across the
Group and underpin the culture we expect in managing
sustainability matters. These can be found on our website at
www.discoverieplc.com/sustainability/company-policies.
discoverIE Group plc Innovative Electronics44
SUSTAINABILITY
REPORT CONTINUED
Our policies
Policy Comment
Anti-Bribery &
Corruption Policy
■ The Group has a zero tolerance approach to bribery and corruption matters. This is supported by our
policy, translated into all of the Group’s predominant languages, and our mandatory global training
programme for employees.
Board Diversity
Policy
■ The Board adopted its first Diversity Policy in May 2021 and updated it in March 2025, revising
its targets to align with the current size and composition of the Board whilst maintaining its
commitment to diverse representation.
Business Ethics
Policy
■ discoverIE is committed to strong ethical values and good corporate practice, and aims to conduct
its operations on sound business principles with trust, honesty and integrity. This Policy defines the
standards we expect from employees and business partners.
Conflict Minerals
Policy
■ This Policy seeks to ensure that none of the Group’s operations are exposed to sourcing conflict
minerals anywhere in its operations.
Environmental
Policy
■ This Policy defines the Group’s environmental objectives and standards.
Human Rights
Policy
■ Respect for the well-being of all people, staff, customers, suppliers and other stakeholders alike is at
the core of who we are and how we work. Treating people fairly, with dignity and respect is essential
to our long-term success. This Policy sets out the Group’s expectations on the fair and respectful
treatment of people.
Modern Slavery
Statement
■ discoverIE is committed to ensuring that no forms of modern slavery exist in its business operations
or supply chains. This statement sets out the steps taken to prevent modern slavery within the
Group’s operations and supply chain.
Supplier Code of
Conduct
■ This Code defines the Group’s basic requirements of suppliers, including their responsibilities to their
stakeholders and the environment.
Sustainability
Policy
■ This Policy sets out the Group’s commitment and priorities on environmental and social matters
considered important for the Group’s long-term sustainability.
Group Tax Strategy
■ This Policy sets out the Group’s approach to minimising our exposure to material tax risk, ensuring
that tax affairs are managed efficiently, complying with tax laws in all jurisdictions and avoiding
aggressive tax planning.
Whistleblowing
Policy
■ The Group encourages a “speak up” culture at all levels, if any kind of risk exists or wrongdoing
has occurred. This Policy supports this culture and provides a secure and confidential reporting
mechanism, including a hotline to an independent third-party that has been made available and
advertised to staff at all Group locations.
Stakeholder
Engagement Policy
■ This Policy defines the Group’s approach to engaging with all stakeholders appropriately and
equitably.
The Board’s knowledge, expertise and skills in sustainability
matters are assessed regularly as part of a broader external
Board evaluation process.
The Board is supported by the GST, which comprises
members with sustainability, finance, legal and operations
expertise. The GST works closely with the Group’s auditors
and other specialist sustainability advisors to ensure that
the GST has the necessary skills to drive sustainability
across the Group and support the operating businesses
in the identification of sustainability-related risks and
opportunities and the implementation of the Group’s
sustainability strategy.
The GST works closely with the Group Risk and Internal
Audit and Group Finance teams to identify, assess and
address sustainability-related risks and opportunities,
including climate and social issues. These risks are
incorporated into our Group-wide risk management
processes along with all other organisational risks and
opportunities. The Board oversees sustainability-related risks
and opportunities that are financially material to the Group
as part of this process.
In line with the Group’s decentralised structure,
sustainability topics are managed at the operating
business level. Local management teams report to their
respective business unit directors, who report to the
GMC. Sustainability-related decisions are also taken at
the operating company level, by managers best placed
to understand their business. Financial resources to
meet any requirements arising from these decisions are
made available to the businesses through the Group’s
standard financial forecasting and budget cycles, and
capital expenditure released through the normal approval
channels.
The GST maintains day-to-day oversight of sustainability-
related risks and opportunities through regular reports
received from the operating businesses, and management
updates received from business unit directors. These reports
are used to drive consistency, coherence and best practice
across the Group, and to consolidate Group performance,
which is then reported to the GMC and the Sustainability
Committee. The Sustainability Committee met in May and
November 2025, and in March 2026, and received detailed
updates from the GST at each meeting.
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
45 Annual Report and Accounts for the year ended 31 March 2026
Our Planet Our People Our Products
We understand the urgent need
to preserve our planet for future
generations and to mitigate the
impact of climate change. At
discoverIE, we contribute to the
transition to a low-carbon economy
through our products, which help
others reduce their emissions,
and through our operations by
committing to become a net-zero
emissions business.
Our focus areas
Reducing greenhouse gas emissions
and energy intensity. We are
targeting SBTi-aligned net-zero
emissions for Scope 1 and 2 by 2030
and for Scope 3 by 2040.
Our employees are our most
valuable asset. They are responsible
for developing innovative solutions,
creating high-quality products
and services, and building lasting
relationships with customers. Their
contribution is critical to achieving
our long-term success.
Our focus areas
Maintaining a positive and diverse
work environment that fosters
creativity, collaboration and teamwork.
Ensuring healthy and safe working
conditions.
Investing in our people through
learning and development to ensure
employees can grow and thrive.
We produce high-quality, reliable
products that play a critical role in
the functioning of our customers’
products, which have zero tolerance
to failure, and bring considerable
benefits to customers and the
environment alike.
Our focus areas
Product quality and reliability, which
are paramount to our customers.
Products with long lifecycles, and
which are integral to our customers’
systems.
Products that support the transition
to a low-carbon economy.
The Board has set targets for each pillar in our sustainability strategy. These are described in more detail in the
Sustainability in Action section on pages 49 to 55.
The operating businesses’ performances against the targets are incorporated into the annual bonus process, with a
proportion of annual bonus contingent on achieving those targets.
Our sustainability strategy:
Our sustainability strategy has three pillars: Our Planet, Our People and Our Products, connected to the three
aspects of sustainability: environmental, social and economic.
Our purpose is to create innovative electronics that help to improve the world and people’s lives, now and in the future.
Achieving this over the long term requires managing sustainability-related risks and opportunities across the Group.
Voluntary staff
turnover
12%
(FY2025: 18%)
Lost Time Incident
Frequency Rate
0.16
(FY2025: 0.25)
discoverIE Group plc Innovative Electronics46
SUSTAINABILITY
REPORT CONTINUED
Materiality Assessment
During the year, the GST carried out an internal review of sustainability-related risks and opportunities to assess whether
our current Sustainability Strategy was still effective in its approach, and appropriate to our business operations.
This review drew on our Group Risk Register, business risk registers, 2025 TCFD Report, our business model and target
markets. A long list of risks and opportunities was generated, which was then shared at sub-divisional level for review
and validation.
The risks and opportunities identified as high priority were grouped by theme and mapped on to a matrix based on
the number of risks and opportunities appearing in each theme. The assessment confirmed to the GST and the Board
that the three pillars of our sustainability strategy remain appropriate to support our business.
The internal review revealed the topics above as important
to the sustainable management of our businesses and
resilience of the Group. All the topics identified are of high
importance at the operating company level. However, due
to the decentralised structure of the Group, not all topics
are assessed as financially material at Group level, that is,
likely to have a material impact on the Group’s financial
position or prospects.
We define “material” as any risk with a reasonable
probability of impacting the financial position of the
Group by £2.3m or more, in accordance with the
materiality threshold set for the financial statements
and agreed with the Group’s auditors. Those that are
believed to have a financially material impact are
managed centrally by the GMC and Board. Those that are
not financially material at the Group level are managed
locally at the operating business level, in line with our
decentralised approach.
Planet People Products
Number of risks identified
Number of opportunities identified
Supply chain resilience
and resource
management
Talent, workforce
and succession
Health, safety
and wellbeing
Climate change
and environmental
transformation
Governance,
compliance and
reputation
Electrification
Digitalisation,
automation
and security
Resilience focus Strategic focus
Opportunity focusOperational focus
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
47 Annual Report and Accounts for the year ended 31 March 2026
SUSTAINABILITY
IN ACTION
The Climate Change risks and opportunities identified
as material are described in detail in the Climate Analysis
Report on pages 57 to 73. The opportunities identified under
the Electrification and Security topics are explored in more
detail in the Market Overview section on pages 18 to 23.
The Group’s business model is aligned to the risks and
opportunities identified during the materiality exercise. As
a specialist supplier of bespoke products, we have close
design relationships with our customers, and are well
positioned to understand the impact of megatrends within
our markets (such as electrification, digitalisation and
urbanisation) on customers’ portfolios.
The Group’s decentralised model allows our businesses
to retain an entrepreneurial culture, which enables them
to react quickly to emerging risks and opportunities. The
divisional organisation of our businesses also helps to
concentrate market expertise close to our customers. For
example, our Magnetics subdivision serves our renewable
energy customers, whilst Controls operates across the
breadth and depth of Medical and Security markets.
Our strategy is designed to deliver sustainable returns to our
shareholders. Investment decisions, including those relating
to sustainability, are assessed on a case-by-case basis using
the Group’s standard capital allocation processes. These
assessments consider expected financial returns and
opportunity costs alongside relevant non-financial factors
including carbon reduction and energy security.
Acquisitions are evaluated in line with the Group’s strategy
of sustainable growth. Where businesses we acquire have
a significant pre-existing greenhouse gas emissions profile,
we work to abate their emissions through similar actions to
those which have already proved successful in reducing the
emissions of our legacy businesses.
Our products are high-quality and designed for long,
safe and efficient operation. In parallel, our focus on
our sustainable growth markets ensures we prioritise
relationships with customers who share our vision of
enabling technology for a sustainable world. In focusing
on planet and people, in addition to product, we have
constructed a sustainability framework that supports
growth whilst reinforcing processes to minimise the
negative impact to employees and the environment.
Risk management
The Group assesses, prioritises and monitors sustainability-
related risks as an integral part of our Enterprise Risk
Management (“ERM”) process. No separate sustainability
risk process exists; sustainability risks are embedded
within our ERM. As described in the Risk Management
section on pages 74 to 78, two risk management processes
are conducted in parallel. A central review of the Group
Risk Register is conducted, whilst a bottom-up review
is simultaneously undertaken by the management
teams at each operating company. From a sustainability
management perspective, this method works well in
identifying systemic macro risks, such as climate change,
at the Group level, whilst specific operational factors, such
as situational health and safety risks, are managed by
knowledgeable teams at the local level.
During the year, the GST worked with the Group Risk and
Internal Audit team to gather non-financial and non-carbon
sustainability information in conjunction with the bottom-
up risk management review completed by the leadership
of each business. This was to enhance consideration of
sustainability-related risks and opportunities more closely
at operational level, and to encourage businesses to
capture such risks and opportunities in their value chains.
The process improved visibility of sustainability-related
risks at operating business level and did not identify any
material gaps.
A local review of businesses’ Risk Registers was combined
with a sustainability risk screening questionnaire, which
encouraged local teams to think more broadly about
non-financial risks in their operations. Output from the
questionnaire was consolidated and reviewed centrally to
identify common themes across businesses which might
develop into a Group-wide or financially material risk.
The Group’s corporate structure provides resilience against
sustainability risks. Under the decentralised structure,
operating companies are responsible for managing and
monitoring their business risks, supported by central
functions that provide guidance.
Whilst the Group’s structure limits the extent to which an
unforeseen or unmanageable risk at the local business
level affects the wider Group, risks are actively managed
through targeted reporting, central oversight, the sharing
of best practices, and risk management processes across
the businesses. Where risks emerge, we make financial
resources available to support appropriate management
and mitigation.
Material sustainability topics
Our risk management process has assured us that only
the risks and opportunities relating to climate adaptation,
electrification and security have the potential to be of
material financial impact to the Group. Of these, only
climate adaptation is believed to pose a material risk.
However, our materiality analysis also demonstrated that
there are common sustainability themes across the Group
with the potential to impact key stakeholders, including
employees, suppliers and customers. The Board, therefore,
continues to oversee these themes and track operational
progress.
discoverIE Group plc Innovative Electronics48
SUSTAINABILITY
IN ACTION CONTINUED
Our Planet
The risks and opportunities presented by climate change
represent financially material challenges to the Group. Our
focus on clean technologies drives our growth strategies,
whilst the evolving threat of climate change presents
challenges to our supply chains and operations that demand
our attention. These risks and opportunities are analysed
further in our Climate Analysis Report on pages 57 to 73.
Greenhouse gas emissions
We also recognise the importance of all companies acting
to mitigate their impact on the planet through careful
stewardship of their own emissions. In November 2022, we
announced our commitment to achieve net-zero emissions
and set science-based targets for the medium and long
term and, in May 2025, we received validation of our targets
from the Science Based Targets initiative (“SBTi”). We report
progress on our net-zero short-term targets for Scopes
1 and 2 against the 2021 baseline, restated to exclude
divestments and include acquisitions, in accordance with
the Greenhouse Gas (“GHG”) Protocol.
We aim to achieve net-zero emissions for Scope 1 and 2
by 2030 and for Scope 3 by 2040 and have published an
updated transition plan for net-zero Scope 1 and 2 emissions
by 2030. Further details of our net-zero plan can be found
at: www.discoverieplc.com/sustainability/our-net-zero-
commitment/default.aspx
Our net-zero plan for Scope 1 and 2 focuses primarily on
addressing four of the Group’s largest emission sources:
electricity, natural gas, company cars and refrigerants. We
are pleased to report that our efforts have been successful,
and we have achieved an absolute reduction of 68% of
Scope 1 and 2 emissions in CY2025 against the CY2021
baseline, in excess of our 65% reduction target.
Since CY2021, Scope 1 and 2 emissions
reduction
68%
(CY2024: 59%)
Electricity from renewable or clean
sources
85%
(CY2024: 83%)
Sites with ISO 14001 accreditation
33
(2025: 32)
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49 Annual Report and Accounts for the year ended 31 March 2026
Further details of how we performed during CY2025 can be
found in the Climate Analysis Report on pages 69 to 71.
We continue to make good progress in reducing our
Scope 1 and 2 emissions across the Group. Key elements
in achieving reductions to date include investing in solar
panels at our Limitor manufacturing plant in Hungary,
installing heat pumps for space heating at our Variohm
Eurosensor site in the UK and exploring funding for dual
fuel heat pumps at Beacon in the USA. We are considering
future investments in solar panels and electric heating
at other sites, where economically appropriate. Where
available, we have also switched our sites’ electricity supplies
to renewable energy sources.
In CY2025, natural gas became our single biggest source
of Scope 1 and 2 emissions, overtaking electricity. Our gas
emissions from companies that have been members of
the Group since CY2021 were 11% lower than in CY2021. Gas
emissions from companies excluding Burster (acquired
during CY2025) were equal to CY2024, as reduction
opportunities identified over the last year will take time to
generate reported GHG emission savings. As we understand
our emissions profile more clearly, and as we investigate
gas alternatives, we have increasingly come to understand
that there is often not a cost-effective alternative technology
available, even when factoring in the benefit of the GHG
emissions saved. We have therefore updated our original
target of a 90% reduction in natural gas emissions from
CY2021 to CY2029 to the more realistic 50% reduction
from CY2021 by CY2030. We are confident that this will not
prevent us from reaching our overall net-zero in Scope 1 and
2 by 2030 target, as we intend to achieve a 100% reduction
in electricity emissions, offsetting the smaller planned gas
reduction. We continue to balance increased activity with
the identification of viable and cost-effective technologies to
replace gas at our remaining sites.
In addition, the prevalence of natural gas as a fuel for
heating in industrial applications means we often acquire
new natural gas emissions with new businesses. 32% of our
emissions from natural gas in CY2025 were generated by
companies acquired since CY2021.
In March 2025, the GMC approved plans to replace all gas
heating at the Noratel operating facility in Poland with an
electric alternative, which is expected to reduce our GHG
emissions from natural gas by over 100 tCOe p.a. from
installation (expected in the second half of CY2026).
To ensure accuracy and fair representation of our greenhouse
gas emissions and their reduction, we have engaged
Carbon Footprint Ltd to provide independent assurance of
our reported Scope 1 and 2 emissions for the second year
running. Carbon Footprint have verified emissions reported
for CY2021 (our base year), CY2024 and CY2025 in accordance
with ISO 14064 Part 3, to a limited level of assurance.
During the year, we continued our efforts to identify and
calculate Scope 3 emissions. The exercise covered the
upstream emissions of the entire Group (100% of all Group
companies) and included enhanced data for downstream
transport emissions. Given the high-level calculation
necessary to estimate our other downstream Scope 3
emissions (chiefly our emissions in use calculation) we are
still reliant on general assumptions and approximations
to gauge their impact. We will continue to refine our
processes and methodology to incorporate all relevant
reporting, whilst maintaining a practical balance between
the effort required and the accuracy achievable. In parallel,
we will use the enhanced understanding of the sources of
our emissions to develop our future reduction plans and
enhance our products’ GHG performance, to effect real
reductions. More information on our Scope 3 emissions can
be found on pages 72 to 73.
Use of resources
Energy usage
Energy consumption during CY2025 was 2% higher, due
to the acquisition of Burster. Like-for-like energy intensity
increased by 2% in CY2025 compared to CY2024, and
decreased by 27% compared to CY2021. This exceeds our
target to reduce consumption by 10% by 2030. Almost all our
operating company sites have implemented simple energy-
saving measures, such as replacing lighting with energy-
efficient LED alternatives. We must now start to explore more
complex processes and operational improvements.
Our targets
■ Reduce Scope 1 and 2 emissions by 65% by 2025
against CY2021 baseline and to net-zero by 2030
■ Source 80% of energy from zero-emission sources
by 2025, and 100% by 2030
■ 50% electric vehicles or hybrid in the company car
fleet by 2025 and 100% by 2030
■ Replace at least 50% of gas heating with
lower-emission alternatives by 2030
■ Reduce energy intensity by 10% by 2030
■ 80% of revenue covered by ISO 14001 certification
Our progress
■ In CY2025, we reduced Scope 1 and 2 emissions by
68% compared to the CY2021 baseline
■ 85% of the Group’s electricity is now sourced from
renewable or clean sources
■ 58% of the vehicles in our car fleet are now electric
or hybrid
■ In CY2025, natural gas emissions were 14% lower
than the CY2021 baseline
■ In CY2025, energy intensity was 27% lower
than CY2021
■ 74% of revenue is generated by operations with
ISO 14001 certification
discoverIE Group plc Innovative Electronics50
SUSTAINABILITY
IN ACTION CONTINUED
Water usage
Our production processes typically require no or very little
water, with less than 10% of our water consumption used in
production processes. Where water is used in production, it
is mainly for cooling purposes, where recycled water is used.
The main source of our water consumption is for drinking
and sanitation purposes, and therefore the risk of water
scarcity is not a material concern for the Group. However,
we also recognise that water is a finite resource, particularly
for our businesses in areas of high water stress, such as
Thailand and India, and reducing water consumption is an
essential step in preserving the environment. About half of
our water is consumed in countries rated as ‘High’ or ‘Very
High’ risk by the WRI Water Risk Atlas. We will continue
work to understand risk, increase awareness and promote
water-saving practices throughout the Group.
Waste management
We take measures to minimise waste in the manufacture of
products, use recycling options where available and reduce
packaging.
The majority of our products are non-hazardous. Where
hazardous items are involved, environmental risks are
minimised by use of appropriate labelling and technical
information, in conjunction with training and procedures for
handling, storage and disposal.
As an electronics and electrical manufacturer, we follow all
relevant laws and regulations, including those governing
electronic waste handling, storage and disposal.
By managing components and packaging to reduce our
use of non-recyclable materials, we are helping to reduce
our environmental footprint and promote more sustainable
business practices. In addition, we are in the early stages
of exploring the opportunities offered by circular economy
principles. Our products are integrated into our customers’
technologies, and they are built to last for as long as
the systems will be in operation. Nevertheless, we also
encourage our engineers to consider circularity principles
(such as ease of reuse, replacement and recyclability) when
designing new solutions for our customers. We recognise
that this expertise is in its infancy, and we will need to
continue to work closely with our customers to understand
more fully the benefits circular design can bring in future.
ISO 14001 accreditation
The ISO 14001 (Environmental Management System)
accreditation is an internationally recognised standard
that sets out certain requirements for environmental
management. It helps organisations improve environmental
performance through more efficient use of resources and
reduction of waste, and provides an objective, independent
view of an organisation’s environmental credentials.
One further site achieved ISO 14001 accreditation
in FY 2025/26. 33 of our 69 sites are now covered by
this accreditation, generating 74% of Group revenue
(FY 2024/25: 74%). This certification is becoming more
important as customers place increasing focus on the
environmental credentials of their value chain.
There were no fines relating to environmental non-
compliance during the year or the previous three years.
Limitor Hungary save carbon and costs
In January 2026 our factory in Pécs, Hungary,
became the latest addition to our solar panel fleet.
In its first four months of operation, the system has
already saved almost £7,000 of electricity cost and
reduced the GHG emissions of the site by over 26
tCOe. With an annual estimated output of 65 MWh,
the solar power installation is expected to generate
approximately 30% of the site’s current electricity
usage, and to pay for itself within two years.
CASE STUDY
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51 Annual Report and Accounts for the year ended 31 March 2026
Our People
Our employees are the engine of our business. Although
we do not believe that there are any over-arching social
risks or opportunities with the ability to have a material
financial impact on the Group as a whole, we recognise
the fundamental importance of a healthy and fairly paid
workforce. The people pillar of our sustainability strategy
seeks to support the key social aspects of our business.
Our culture
At discoverIE, we believe that a strong culture is key to
achieving our mission and supporting our values. Our
culture is built on a foundation of respect, fairness, and
equality. We are committed to creating an inclusive
workplace where everyone feels valued and empowered to
contribute their best work.
Our culture is characterised by:
Diligence and determination:
We are dedicated to our work and take pride in delivering
high-quality products and services to our customers.
Customer-centricity:
We prioritise our customers’ needs and work closely with
them to develop innovative solutions that meet their
requirements.
Respect, fairness and courtesy:
We treat our colleagues with respect, fairness and courtesy,
recognising that everyone’s contributions are important to
our success.
Open and constructive communication:
We believe in open and honest communication, with a
willingness to listen and consider different perspectives.
Diversity and inclusion:
We value diversity and strive to create an open and inclusive
environment where everyone has an equal opportunity to
succeed.
High performance and target driven:
We are go-getters, driven by a desire to achieve excellence
in everything we do.
Our targets
■ Maintain the proportion of our global workforce
working in operations with ISO 45001 accreditation
Our progress
■ 72% of employees covered by an ISO 45001
certification (FY 2024/25: 73%)
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SUSTAINABILITY
IN ACTION CONTINUED
Diversity and inclusion
We are committed to creating an inclusive and welcoming
environment for all our employees. We believe that diversity
is a strength and that everyone should be treated with
respect, dignity and fairness. We are dedicated to providing
equal opportunities for all individuals, regardless of their
gender, race, ethnicity, social background, religion, sexual
orientation, family responsibilities, disabilities, political
opinion, age, sensitive medical condition or trade union
membership. We foster a culture that values diversity and
inclusion, where everyone feels respected, empowered and
appropriately rewarded.
Our employment policies are fair, equitable and consistent
with the skills and abilities of our employees and the needs
of our businesses. Our policies aim to ensure that everyone
is accorded equal opportunity for recruitment, training and
promotion. We do not tolerate any form of discrimination,
harassment or bias in the workplace, whether it be sexual,
physical or psychological.
We recognise that diverse perspectives and backgrounds
are essential to driving innovation, creativity and growth in
our business. Therefore, we are committed to improving
the diversity of our workforce and management team by
promoting from within and proactively managing our
recruitment process.
Our Board Diversity Policy sets out our aim to achieve a
Board that is diverse, not only in gender and race, but
also in cultural background, experience and expertise.
Our Board Diversity Policy can be found on our website:
www.discoverIEplc.com. See page 56 for further details of
our diversity.
With two female Non-Executive Directors (one of whom is
the Senior Independent Director) and one Non-Executive
Director from a non-white ethnic minority background, we
have met our target of 33% female representation at Board
level and our target of having at least one person from a
non-white ethnic minority background on the Board.
Gender diversity in the senior management team overall
increased from 23% to 32% female. This increase was the
result of a change in the management structure, under
which operational Managing Directors now report to
business unit directors, rather than directly to the GMC,
reducing the number of roles held by men classified as
senior management at Group level.
We recognise that this does not represent a substantive
improvement in gender diversity and remain focused on
initiatives to encourage more female colleagues to develop
into positions at more senior levels.
Health and safety
We are committed to providing healthy and safe working
conditions across our operations. In addition to compliance
with local regulations, discoverIE promotes working
practices that protect the health, safety and well-being of its
employees and other persons who enter its premises.
During FY 2025/26, we were delighted to achieve a lower
LTIFR than in recent years, dropping to 0.16 incidents per
100,000 hours worked, despite the stricter definition of a
lost time incident introduced in FY 2024/25. Our employees
suffered 15 incidents that resulted in the loss of one working
day or more. Although we are pleased by the reduction, we
recognise the severity of the impact an accident at work
can have on anyone who suffers from such incidents. We
therefore continue in our ambition to reduce this rate to as
close to zero as possible.
In order to deepen our understanding of working patterns
across the Group, and to support our engagement with
employees, this year we have strengthened our reporting
of working practices across our operating businesses. In
addition to enhanced employee turnover information, we
have also collected more detailed information on both
employees’ working patterns and their pay relative to living
wage standards. We hope in future to build upon these
developments to further strengthen our due diligence
around modern slavery risks, and to enable sharing of best
practices between our different operations.
We use the framework provided by ISO 45001 (Occupational
Health and Safety Management System) to support our
health and safety management processes locally. 72% of the
Group’s workforce work in operations with the accreditation
(FY 2024/25: 73%), covering 21 of our 69 sites. The percentage
of employees covered dropped 1% from last year due to
the inclusion of new employees following our acquisition
of Storm during the year. All sites with the accreditation
retained their certifications, with 3,297 employees covered
(FY 2024/25: 3,291).
There have been no work-related fatalities in the last five
years.
Learning and development
Our operating companies plan for short- and long-term
employment needs and skills requirements. All employees
are encouraged to actively engage in career development
and training opportunities that are available across the
Group. Employees are also supported in developing their
skills through role-specific training, which is scheduled and
tracked.
The Group supports the learning and development of our
employees through two digital channels. The first one
is a series of webinars, covering a variety of topics, such
as a technology deep dive, greenhouse gas emissions
management, marketing and finance. The aim is to
encourage knowledge and best practice sharing across the
Group. The second is an online learning and development
platform, which enables our operating businesses to
manage their talent development and skill gaps, and our
employees to take control of their learning experience. To
date, ten operating businesses have adopted the platform.
Time spent on learning per active user increased by 25%
compared to the prior year.
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53 Annual Report and Accounts for the year ended 31 March 2026
Over 80% of employees receive annual performance
appraisals, which include identifying their
development needs.
Recruitment and retention
Clear, fair and competitive terms of employment are in
place. It is Group policy to communicate with employees
on major matters to encourage them to take an interest in
the affairs of their employing company and the Group. Each
operating business is encouraged to maintain effective
employee engagement arrangements, including keeping
employees aware of the financial and economic factors
affecting their employing company’s performance. Please
see pages 38 and 39 for further details of our engagement.
We support the employment and advancement of
disabled persons. Full consideration is given to applications
for employment from disabled persons, where the
candidate’s particular aptitudes and abilities are consistent
with adequately meeting the requirements of the job.
Opportunities are available to disabled employees for
training, career development and promotion. Where
existing employees become disabled, it is the Group’s
policy to provide continuing employment in the same or
an alternative position wherever practicable, and to provide
appropriate training and support to achieve this aim.
We are committed to retaining our talented and skilled
workforce. We achieve this by offering clear and fair terms
of employment, competitive remuneration packages
and regular communication with our employees on
major matters. Consequently, we were pleased to see
our voluntary staff turnover rate decrease from 18% in
FY 2024/25 to 12% in FY 2025/26.
We balance offering employees secure employment with
the demands of maintaining a flexible cost base. Whilst 90%
of staff are employed by the Group, the remaining 10% are
engaged as contractors or through carefully selected third-
party agencies. Where employees are engaged through
agencies, we ensure that the pay and conditions offered to
them are commensurate with that of our own employees.
Community engagement
We value community engagement and strive to be
an active participant in the local communities where
we operate. We support local good causes by offering
opportunities for employees to volunteer and through
charitable donations.
Our commitment to community engagement is
highlighted by the Group’s support of the Community
Foundation for Surrey and other employee volunteering
opportunities.
As well as supporting the causes themselves, initiatives such
as these motivate employees and increase their sense of
purpose in working for an organisation that is keen to play a
positive role in society.
No donations are made to political causes.
Noratel put their values
into action supporting their
local community
Early in the year, the Noratel team put three of
their core values of care, teamwork and excellence
into action. The team in Sri Lanka supported the
development of the local community by completing
a targeted infrastructure upgrade project at Sri
Sarananda Vidyalaya, a school in the village of
Manankattiya with more than 125 years of history,
serving generations of students despite limited
resources.
The project focused on practical improvements with
immediate and lasting impact:
■ Installed a 5kW solar hybrid power system
providing reliable, renewable energy
■ Installed a purification system providing access to
clean drinking water
■ Renovated school facilities and electrical
infrastructure
■ Improved sanitation and hygiene conditions
During their visit to the Sri Lanka facilities, the Noratel
Group Leadership Team also joined the volunteer effort
and worked alongside the local team. After the project
was completed, the team’s pride and satisfaction were
reflected in the pupils’ smiles and excitement.
CASE STUDY
discoverIE Group plc Innovative Electronics54
SUSTAINABILITY
IN ACTION CONTINUED
Our Products
Our products are our business, and consequently we place
great importance on their stewardship and development.
Whilst our broad portfolio of products reduces the risk of
a failure of any one product or class of products causing a
material adverse impact on the financial performance of the
Group, we nevertheless seek to maintain the high quality on
which our customers rely.
Product responsibility
Our products are essential components of electrical systems
and electronic devices and play a critical role in the functioning
of larger systems, which tend to have long lifespans. Quality
and reliability are paramount to our customers. In addition to
designing for durability, the high quality and standards of our
products are ensured and monitored through rigorous testing
(which is often above the requirements of our customers) and
the adoption of ISO 9001 Quality Management Systems. As a
result, the overall rejection rates for our products due to quality
issues are negligible.
Product sustainability
The sustainability of our products is a priority. We ensure
raw materials used are from responsible sources, which are
procured in accordance with the principles of our Supplier
Code of Conduct, Modern Slavery Statement and Conflict
Minerals Policy (all are available at www.discoverIEplc.com).
These are verified and monitored through regular local
checks and supplier audits. In the event of non-compliance,
we would engage with the supplier to seek measures to
rectify the non-compliance, or seek alternative suppliers
if appropriate. During the year, we completed the fifth
phase of our Group-wide supplier audit programme.
Having audited over half of Group Suppliers (measured
by spend) over the last four years, this year we refreshed
our sampling process to revisit those suppliers with the
highest Group spend (>£0.25m p.a.) and those with material
risk associated with them (e.g. single-sources of critical
components), representing almost £80m annual spend
in total.
Our magnetic components use raw materials, such as
copper and aluminium, which are essential to electrical
equipment. Where it is possible, and with customer
permission, recycled raw materials are used in production
processes. We also proactively reduce and recycle
packaging and replace plastics with recyclable materials
such as paper and cardboard.
Our products are components that are often embedded
in larger systems, which means that the likelihood of
replacements being required must be minimised. As
such, our products are designed for long lifespans and are
intended to be energy efficient in order to reduce downtime.
Our targets
■ 80% of Group products manufactured under
ISO 9001
Our progress
■ 96% of the Group’s products, measured by
revenue, were manufactured under ISO 9001
Quality Management Systems (FY 2024/25: 94%)
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55 Annual Report and Accounts for the year ended 31 March 2026
Key metrics
Details of our greenhouse gas emissions from CY2021 to CY2025, energy intensity and net-zero KPIs can be found in the
Climate Analysis Report on page 71.
Health and safety
Lost time incident frequency rate (“LTIFR”) information.
FY22 FY23 FY24 FY25 FY26
Lost time incidents (“LTIs”)
1
26 24 19 23 15
Average headcount
2
4,522 4,863 4,441 4,492 4,557
LTIFR
3
0.31 0.27 0.20 0.25 0.16
1
LTI is defined as a work-related incident resulting in employees being unable to attend work the following day. Prior to FY25, our definition was any incident which
resulted in five or more days lost. Prior year figures have been restated for this change in policy.
2
Reported headcount includes all full-time and part-time employees, contractors and agency labour.
3
LTIFR is the number of LTIs divided by the total working hours in the period, multiplied by 100,000 (representing the approximate number of working hours in an
employee’s lifetime).
There were no fatalities among the Group’s employees or contractors during any of the five years stated above.
Gender diversity
Group Management
Committee Senior Management
2
Operational
Management
3
All Employees
4
FY26
(No.)
FY26
(%)
FY25
(%)
FY26
(No.)
FY26
(%)
FY25
(%)
FY26
(No.)
FY26
(%)
FY25
(%)
FY26
(No.)
FY26
(%)
FY25
(%)
Total 11 – – 34 – – 89 – – 4,200 – –
Male 8 73% 75% 23 68% 77% 58 65% 62% 2,070 49% 50%
Female 3 27% 25% 11 32% 23% 31 35% 38% 2,130 51% 50%
1
As at 31 March 2026 and 2025.
2
Senior Management is the Group Management Committee and direct reports.
3
Operational Management is the most senior managers in the Group’s operating businesses.
4
All Employees comprises all full-time and part-time employees and contractors, but excludes agency labour.
Other ESG KPIs
FY25 FY26 Target
Our Planet
ISO 14001 accreditation
1
74% 74% 80%
Company cars (EV/hybrid)
2
50% 58% 50%
Our People
ISO 45001 accreditation
3
73% 72% 80%
Voluntary staff turnover
4
18% 12% <15%
Our Products
ISO 9001 accreditation
5
94% 96% 80%
1
Measured as a percentage of Group revenue generated by operations with ISO 14001 accreditation.
2
Measured as the percentage of Group company cars that are electric or hybrid.
3
Measured as the percentage of Group employees who work in operations covered by an ISO 45001 accreditation.
4
FY25 was adjusted in the previous Annual Report to exclude seasonal labour fluctuations linked to the lunar new year in China. Ongoing analysis of employee turn
in China suggests that, whilst the FY25 number was higher than usual, it is a characteristic of the labour market in the region that turn is always higher than the
rest of the Group. Nevertheless, we are pleased to report that voluntary leavers amongst our Chinese employees was lower in FY26 than in FY25, driving the overall
year-on-year reduction in employee turn. Both years are reported above including all voluntary leavers across the Group.
5
Measured as a percentage of Group revenue generated by operations with ISO 9001 accreditation.
discoverIE Group plc Innovative Electronics56
SUSTAINABILITY
IN ACTION CONTINUED
At discoverIE, we understand the urgent need to preserve our planet
for future generations and to mitigate the impact of climate change.
We contribute to the transition to a low-carbon economy through our
products that help others reduce their emissions, and through our own
operations by committing to become a net-zero emissions business.
What’s in this report
1
Governance
Page 58
2
Strategy
Page 60
3
Risk Management
Page 67
4
Metrics and Targets
Page 69
This report is prepared in accordance with UK Listing Rules 6.6.6
(8) and the UK Climate-Related Financial Disclosure Requirements
(“CFD”) and is consistent with the recommended disclosures of the
Task Force for Climate-Related Financial Disclosures (“TCFD”). Being
in the electrical and electronic components sector, the Group follows
the TCFD’s All Sectors Guidance in the preparation of this report.
Climate-related risks and opportunities are routinely considered
in our strategic and financial planning, operational management,
mergers and acquisitions, and capital allocation decisions. In this
report, we outline how we identify, assess, and manage these
risks and opportunities, as well as our plan for transitioning to a
low-carbon economy.
In accordance with previous years’ reports, our assessment of the
risks and opportunities posed by a changing climate is that they
do not have a net material effect on the Group’s future financial
performance. However, this year, we have taken the opportunity
to describe the offsetting risks and opportunities separately, to
enhance readers’ understanding of our strategy and management.
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57 Annual Report and Accounts for the year ended 31 March 2026
CLIMATE ANALYSIS REPORT
1
Governance
Whilst the Board has responsibility for overseeing our approach to sustainability,
the Sustainability Committee (the “Committee”), on behalf of the Board, reviews
the Group’s sustainability strategies and policies, and oversees and monitors
practices and performance against commitments and targets.
The oversight and management of climate-related risk
and opportunities are accomplished through the same
governance processes as other sustainability-related issues,
as described in the Governance section of our Sustainability
Report on pages 44 to 45.
Our sustainability governance framework describes
our approach to managing sustainability, including
climate-related issues.
This year, mindful of the reporting changes anticipated
when the UK introduces Sustainability Reporting Standards
(“SRS”) governing the disclosure of climate-related risks and
opportunities (expected for the Group’s FY2028 reporting
cycle), we have chosen not to publish detailed financial
quantification of the risks and opportunities likely to impact
our business. Instead, we have taken the decision to assess
the potential impacts in broad terms, and analyse the
additional information we will need to gather in future to
fulfil the requirements of UK SRS. The process followed and
the impacts identified are outlined on pages 60 to 62.
TCFD recommended disclosures
■ describe the Board’s oversight of climate-related
risks and opportunities
■ describe management’s role in assessing and
managing climate-related risks and opportunities
Further information
Corporate Governance
Report on pages
90 to 102
Risk Management on
pages 74 to 78
Sustainability
Governance on pages
44 to 45
discoverIE Group plc Innovative Electronics58
CLIMATE ANALYSIS REPORT CONTINUED
discoverIE Board
Group Management
Committee
■ Chaired by the Group Chief
Executive
■ Management responsibility
for the Group’s sustainability
strategies, targets and
performance, guided by the
Sustainability Committee
■ Ensures sufficient funding
for the implementation of
the sustainability plans
■ Ensures sustainability
matters are factored into the
consideration of acquisitions
Sustainability
Committee
■ Chaired by an independent
Non-Executive Director
with years of combined
operational, management
and Board-level experience
in ESG
■ Responsible for the
governance of ESG matters
■ Oversees the Group’s
sustainability approach,
policies, performance and
commitments
■ Ensures that effective
systems and processes are
maintained
Other Board
Committees
■ Audit and Risk Committee
assesses and reviews
climate-related risks and
opportunities as part of the
risk management process
■ Remuneration Committee
works closely together
with the Sustainability
Committee to ensure pay
is aligned with the Group’s
sustainability objectives
Divisional
Management
■ Comprises the Group
Commercial Director,
business unit directors and
divisional finance
■ Ensures that operating
business management
holds primary responsibility
and accountability for
sustainability performance
in collaboration with the
Group Sustainability Team
■ Oversees major climate
mitigation capital
expenditure
Group
Sustainability Team
■ Comprises members with
sustainability, operational,
finance and legal experience
■ Responsible for driving
sustainability initiatives
throughout the Group
■ Provides guidance to
operating businesses on
sustainability practices
and facilitates knowledge
sharing
■ Ensures alignment with
global best practice
■ Reports to the Sustainability
Committee and the GMC
Group Risk and
Internal Audit
■ Identifies and assesses
ESG-related risks, including
climate change, in
collaboration with the Group
Sustainability Team
■ Evaluates existing
mitigating actions and
controls
Corporate
Governance
Code,
management
systems,
processes,
policies and
standards
Operating Business Management
■ Responsible for the implementation of sustainability initiatives guided by the Group Sustainability
Team and progress against their individual ESG objectives
■ Provides suggestions for initiatives and feedback (including from the wider workforce)
■ Shares best practices with other operating businesses
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
59 Annual Report and Accounts for the year ended 31 March 2026
2
Strategy
In 2026 we reviewed the qualitative and quantitative analysis of the resilience
of our business model and strategy under two Representative Concentration
Pathway (“RCP”) scenarios – RCP2.6 and RCP8.5 – representing the best- and
worst-case scenarios projected by the Intergovernmental Panel on Climate
Change (“IPCC”).
As part of this review, we updated the assessment of the
physical risks of climate change posed to our sites. Using
CLIMADA climate data we created a bespoke program,
which enabled us to overlay established climate science on
the precise locations of our sites.
The analysis showed that, on balance, the Group’s business
model and strategy are not expected to be materially
affected by climate-related risks and opportunities, and that
the net financial impact of climate change was considered
to be immaterial. We review this analysis annually, to
monitor potential changes to our risk profile, and to ensure
the data on which we report remains current.
In order to better understand the potential financial impact
of climate-related risks on the Group’s Statement of Financial
Position and future cash flows, during the year we conducted
a high-level review of the potential financial impact of the
identified risks and opportunities. The financial impact is
considered in the estimates of future cash flows used in the
Group’s goodwill impairment and viability assessment, as
detailed on pages 85 to 86 of this Annual Report.
We assess and report the climate change-related transition
risks and opportunities on short (up to 4 years), medium
(5-10 years) and long (more than 10 years) term bases. For
physical risks, we define short term as the period up to 2030,
medium term up to 2050 and long term up to 2100. Given
the fast-changing and unpredictable nature of economic
and environmental conditions, the potential financial
impact was modelled up to 2030 only.
During the process, we identified and assessed 12 climate
change-related risks, of which eight were transition risks
and four physical. Following this, we then prioritised four
transition risks and two physical risks, being those with
the highest risk scores, based on a combination of impact
magnitude and likelihood.
We also identified three climate-related opportunities. We
modelled the financial impact of these six risks and three
opportunities. Assessment of all 12 climate-related risks
identified can be found on page 63.
The highest ranked risk was the risk of capital markets
shifting investment to low-carbon activities, which may
impede the Group’s acquisition-fuelled growth strategy.
The other key risks include customers shifting to low-carbon
substitutes, and raw material price increases. The financial
impact of these risks was modelled by applying estimates of
attrition rate to affected revenues for the RCP2.6 and RCP8.5
scenarios, respectively.
For the physical risks, we considered likely mitigation costs.
In the case of possible site relocations due to changes
in climate patterns, we factored in relocation costs such
as fit-out, staff relocation, recruitment and training, and
certification, as well as insurance coverage. Because the risk
profiles were similar for both scenarios, the same mitigation
approach was applied in both cases.
For the climate-related opportunities, we applied an
estimated excess growth rate to each of the opportunities
in the RCP2.6 scenario and halved the rate in the RCP8.5
scenario, on the assumption that growth in renewable
energy, electrification of transportation, and automation
would accelerate under the more aggressive reduction
scenario.
We considered materiality both in terms of potential
financial impact on the Group and the importance of
climate change to our internal and external stakeholders.
TCFD recommended disclosures
■ Describe the climate-related risks and
opportunities the organisation has identified over
the short, medium and long term
■ Describe the impact of climate-related risks and
opportunities on the organisation’s businesses,
strategy, and financial planning
■ Describe the resilience of the organisation’s
strategy, taking into consideration different
climate-related scenarios, including a 2°C or lower
scenario
Further information
Sustainability
Materiality Assessment
on pages 47 to 48
Principal Risks and
Uncertainties
on pages 79 to 84
Our Sustainability
Strategy on page 46
Our Strategy
on pages 10 to 13
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CLIMATE ANALYSIS REPORT CONTINUED
RCP2.6
The outcome of the assessment showed that, under the
RCP2.6 scenario, the net financial impact over the five-
year period to 2030 is immaterial and represents less than
2% of the Group’s operating cash flows. The net financial
impact considered both the increased operational costs
of quantifiable climate-related risks and mitigation costs,
offset by the benefits arising from the climate-related
opportunities.
Assessed in isolation, the total risks estimated to our
business under RCP2.6 are unlikely to have a material
financial impact on the Group’s performance. This factors
in the costs of the six climate-related risks identified, with
the main financial impacts a result of an assumed decline
in higher-carbon markets (such as oil and gas, consumer
electronics and sales through wholesalers) and an increase
in the cost of our commoditised raw materials (assuming
that this cost cannot be passed on to customers).
We remain confident of our strategy under an RCP2.6
scenario, as we believe that the assumed accelerated
growth in low-carbon markets (such as renewable energy,
electric vehicles and the electrification of rail) offers
increased margin growth which more than offsets the
negative effects, above. We believe growth in these markets
could offer increased operating profit which comfortably
offsets the negative impacts of the risks described above
in the years to 2030. The Group’s resilience to the modelled
risks is also mitigated by our broad customer portfolio
beyond the market segments assumed to be at risk, and by
our pricing structure, which enables us to pass a proportion
of cost increases on to our customers.
RCP8.5
Under the RCP8.5 scenario, we assumed that the decline
in high-carbon markets such as oil and gas would be less
pronounced, as demand would continue longer if society
makes less attempt to abate these sectors. However, the
increased cost of commoditised raw materials was assumed
to be higher, with an assumed inability to pass these
costs to customers. In addition, we assumed that greater
competition for coverage under an RCP8.5 scenario would
add additional freight and insurance costs. If all potential
unmitigated negative impacts identified should come to
pass, our operating profit could be reduced by a material
amount.
Compounding the effects of assumed higher costs is our
assumption that growth in low-carbon markets (such
as renewable electricity) would be slower in an RCP8.5
scenario. Although the Group would still benefit from some
growth in these markets, the opportunity would clearly not
be as beneficial as on a lower-carbon pathway.
Taken together, our assumptions of increased costs and
decreased sales growth under RCP8.5 results in a decrease
of operating profit, estimated to be no greater than 1% to 2%
of operating cash flows.
As the division with the highest proportion of raw material
costs, Magnetics and Controls is more at risk from increased
commodity costs, particularly under the RCP8.5 assumptions.
However, it also has the greatest potential opportunities
in low-carbon growth markets, having already developed
expertise and close customer relationships in these
markets. The division has expertise in sourcing materials at
competitive cost, and currently has pricing contracts which
permit cost increases to be passed on to customers.
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61 Annual Report and Accounts for the year ended 31 March 2026
Climate-related risks
Estimated
financial
impact
1
Timeframe
Scenario
sensitivity
Short Medium Long RCP2.6 RCP8.5
Transition
risks
1
Capital markets
shifting investment
to low-carbon
activities
Unquantifiable
2
Changing
customer
preferences
Medium
3
Substitution of
existing customer
products and
services
4
Commodity
and raw material
price increases
High
Physical
risks
5
Acute risks,
e.g. extreme
weather events
Low
6
Chronic risks,
e.g. rising sea levels
and temperature
Climate-related
opportunities
7
Acceleration
of renewable
energy market
High
8
Electrification of
transportation
9
Electrification
and automation
of plant and
machinery
Anticipated onset of risks and opportunities Estimated full impact of risks and opportunities:
Low likelihood
High likelihood
Aided by CLIMADA, we also assessed the emerging trends affecting the exposure of our physical assets to climate-
related risks in the medium (up to 2050) and long term (up to 2100) under two scenarios: RCP4.5 and RCP8.5. We chose
RCP4.5 instead of RCP2.6 for assessing physical risks because it is assumed that our assets would not be at risk if the
long-term temperature rise stabilises at 2°C or below. RCP4.5 is the current climate development trajectory, which
we have chosen for physical risk assessment for prudency. It is estimated that 32% of the Group’s 69 facilities would
be exposed to some sorts of physical risks, such as heat stress, precipitation and river flooding. Fifteen sites (22%) across
ten different countries were more vulnerable, the costs of which were also factored into the financial impact model.
1
Estimated financial impacts rated as ‘High’ are those with the
potential to have a material impact on the Group.
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CLIMATE ANALYSIS REPORT CONTINUED
In summary, the estimated net financial impact of climate-related risks and opportunities is considered immaterial to
the Group in the short term (up to 2030) under the RCP2.6 scenario. However, the potential impact under the worst-case
scenario (RCP8.5) means that it is appropriate for us to provide commentary on the individual risks and opportunities
identified. We also acknowledge that climate change remains a threat to the Group’s assets in the long term and
that there are growing expectations amongst our stakeholders that we, as a responsible corporate citizen, address
climate risks in our business operations. As such, we have incorporated climate-related risks into our principal risks and
uncertainties and manage them as such.
1
Capital markets shift investment
to low-carbon activities
2
Changing customers’ preference
to low-emissions alternatives
3
New and emerging technologies
substitute our customers’ existing
products and services
4
Increased stakeholder concern or
negative stakeholder feedback
from lack of climate action plan
5
Increased energy costs due to
increasing carbon taxes and
alternative low emission energy
sources
6
Increasing costs of commodity
and raw materials
7
Increased borrowing costs
8
Mandatory environmental
standards or requirements for
existing products and services
9
Extreme weather events such as
cyclones or floods
10
Changes in precipitation patterns
and extreme variability in weather
patterns
11
Gradual changes in key climate
variables such as temperature,
humidity and precipitation
12
Rising sea levels
Potential financial impact on the Group
Likelihood of realisation of risk
1
4
5 9
11
2
7
12
3
8
10
6
Climate-related risk matrix
Low
High
Medium
Low
High
Medium
KEY
Priority C
(low/medium)
Priority B
(medium/high)
Priority A
(high/very high)
Transition risk
Physical risk
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63 Annual Report and Accounts for the year ended 31 March 2026
Risk description Our response FY 2025/26 progress
Climate-related risks: transition risks
1
Capital markets shifting investment to low-carbon activities
Our growth strategy relies on both organic
sales generation and acquisitions. Both
require capital investment. We may need
to raise additional funding in the capital
markets. The shifting of investment to
low-carbon or green activities may impact
our ability to raise capital or increase our
cost of capital, in turn reducing our ability to
invest in the existing business or acquire new
businesses.
Timeframe
Medium – long term
Our strategy focuses on markets with structural,
sustainable growth, such as renewable energy,
electrification of transportation, industrial
automation and connectivity, all of which
support the transition to a low-carbon economy.
We constantly work to target ‘green’ markets
and reduce our greenhouse gas emissions,
and improve capital market perceptions of our
performance in these areas by providing timely
and transparent disclosures.
■ 79% of revenue
from target markets
(FY2025: 79%).
■ Publicly demonstrated our
continuing commitment
to environmental
governance by
maintaining our Carbon
Disclosure Project (“CDP”)
rating at B.
2
Changing customers’ preference to low-emissions alternatives
The majority of our customers are industrial
OEMs. They may adopt an aggressive
approach to reducing emissions in their
value chain. This could mean developing
low-emission versions of their products
to reduce their downstream emissions, or
engaging suppliers with lower-emission
products and processes to reduce their
upstream emissions.
Timeframe
Medium – long term
We have long-lasting relationships with our
customers. Our business model of designing
and manufacturing customised electronics
means that we work closely and collaboratively
with our customers, which allows us to support
them in the development of new low-carbon
products and ensures environmental
compliance.
We have set emission reduction targets and
made good progress against these. This helps
our customers reduce their Scope 3 emissions.
We also work closely with our customers and
suppliers to find better solutions to reduce
carbon emissions where possible, such as
replacing plastic packaging with sustainable
options.
■ Reduced Group Scope
1 and 2 emissions for
continuing operations by
68% against the CY2021
baseline, including
acquisitions.
3
New and emerging technologies substitute our customers’ existing products and services
We supply to industrial OEMs. If our
customers’ existing products and services
become obsolete, our ability to achieve
growth well above GDP may be impacted.
Timeframe
Short – long term
The impact of this risk is minimised, as our
product and technologies portfolio and
customer base are broad. We do not rely heavily
on single customers or end markets. Our
customer concentration is considered low, with
the top ten customers representing around
a quarter of Group revenue. We continue to
focus our attention on supporting customers
in markets which are essential for the transition
to a low-carbon economy, such as renewable
energy.
■ Completed one
acquisition during the
year, Storm Interface, and
the acquisition of Trival
Antene was completed
on 1 April 2026. The
acquisitions give the
Group exposure to new
verticals, such as the
defence sector.
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CLIMATE ANALYSIS REPORT CONTINUED
Risk description Our response FY 2025/26 progress
4
Increasing costs of commodity and raw materials
Some of our products use raw materials,
such as copper and aluminium, which
are also used in electric vehicles and
electrification projects. Prices of such
materials are expected to continue to rise
as supply cannot meet rapid increases in
demand. Significant price rises may cause
customers to switch to low-cost suppliers.
The raw material shortage may impact our
ability to continue to supply certain products.
Timeframe
Short – long term
Our products are designed and customised for
specific applications and are priced according
to project specifications and material costs at
the point in time, which to some extent protects
the Group from price fluctuation. Furthermore,
our products are designed in applications and
are often protected by our design IP, preventing
customers switching to low-cost suppliers.
Our supply chain is resilient, as tested and
proven during the pandemic and, more
recently, during the disruption caused by
conflict in the Middle East. We source materials
and components from multiple suppliers
where possible, except for those specified by
customers. Copper and aluminium have similar
conductivity and can be interchangeable in
some cases.
■ A Group-led initiative
was set up during the
year to enable our
operating businesses
to share materials and
components sourcing
information and seek help
if needed.
■ Several operating
businesses have
introduced dual-sourcing
for critical components.
Climate-related risks: Physical risks
5
Acute risks – Extreme weather events such as cyclones or floods
Increased severity of extreme weather
events, such as cyclones and floods, may
disrupt production activities and incur
higher operating costs.
Timeframe
Short – long term
The Group has 69 sites globally, including 41
manufacturing facilities across Asia, Europe
and North America. Some production activities
can be transferred to other locations to ensure
business continuity, if necessary. We have
experience in moving manufacturing between
sites where circumstances require us to do so.
■ Developed an in-house
bespoke climate analysis
tool to enable ongoing
monitoring of specific risks
to our sites.
■ The resilience of
our operations was
demonstrated when our
operating sites in Thailand
and Sri Lanka were hit by
flooding during the year,
yet were able to continue
their operations with only
minimum impact on
short-term productivity.
6
Chronic risks – Gradual changes in key climate variables such as temperature, humidity and precipitation
Rising average temperature causes heat
stress, drought, wildfires and changes
in rainfall patterns. Some of the Group’s
manufacturing sites are in areas exposed
to heat stress and precipitation, and some
are at risk of rising sea levels. Our workforce
may be affected if the average temperature
continues to rise. Our supply chain may
also be disrupted, causing delays and
cancellations.
Timeframe
Medium – long term
Using our new in-house Climate Analysis Tool,
we have identified a number of sites that may
be affected by changing climate patterns in
the next 30 and 80 years. The analysis showed
rising temperatures and precipitation were likely
to impact a number of our businesses. Based
on the insured asset value of each site and the
predicted future impact, we have prioritised
fifteen sites for further analysis and investigation.
We are now working on plans that aim to
mitigate the key risks within the next ten years.
For leased properties at high-risk sites, relocation
may also be considered when the lease is up for
renewal.
■ We continue to monitor
the ongoing risk at our
most vulnerable sites.
■ Approved capital
expenditure for electric
air-source heat pumps
at our site in Noratel
Poland will also protect
our employees from
increasingly high summer
temperatures.
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65 Annual Report and Accounts for the year ended 31 March 2026
Opportunity description Our response
Climate-related opportunities
7
Acceleration of renewable energy
Driven by decarbonisation and increasing
regulations, the renewable energy market
will continue to grow in the RCP8.5 scenario
and accelerate in the RCP2.6 scenario. The
International Energy Agency has estimated
that renewable energy production will
be 2.6 times higher than 2022 in 2030,
generating almost 45% of global electricity
requirements.
Timeframe
Short – long term
Renewable energy is one of our target markets, and we are leading in the fields
we serve, such as transformers for wind turbines and DC isolator switches for
solar systems. Our products can also be applied to other types of renewable
energy, such as hydro, which will be an addition to our existing renewable energy
exposure.
Our broad range of technologies is applicable to many parts of the renewable
energy value chain. From generation to transportation and distribution, we will
be able to take advantage of these opportunities.
8
Acceleration of electrification of transportation
Decarbonisation and the recent energy
crisis have driven the acceleration of the
electrification of transportation. This is
reflected both in personal vehicles and mass
transportation infrastructure. The power
supplied to the global transport system by
renewable energy is expected to increase
seven-fold between 2024 and 2030.
Timeframe
Short – long term
Transportation is one of the major sources of carbon emissions globally.
Switching to cleaner methods of transportation is crucial for meeting the
net-zero goals of many governments.
Being one of the Group’s target markets, we focus on mass transportation, such
as rail, buses and ships, and specialist vehicles, such as delivery trucks. We are
targeting retrofitting ageing systems as well as developing new applications. In
addition, our knowledge and know-how of magnetic components will enable us
to take advantage of growth in the electric vehicle infrastructure market, such as
charging stations.
9
Acceleration of plant and machinery automation
Climate change could reduce productivity as
the workforce is impacted and production
disrupted. An increasing number of
companies will look to automate processes
to improve efficiency and productivity.
Timeframe
Medium – long term
Industrial & connectivity is our largest target market. Our fibre optic and wireless
connections and a broad range of sensing capabilities, essential for automation,
will enable us to continue growing in this market.
discoverIE Group plc Innovative Electronics66
CLIMATE ANALYSIS REPORT CONTINUED
3
Risk management
Climate-related risks are considered one of our principal risks and this is reflected
in our financial reporting. The process for identifying climate-related risks is
integrated into our risk management framework.
As part of the climate change scenario analysis exercise, a
multi-function working group was established in 2022. This
comprises members from finance, divisional management,
risk and internal audit, and the GST. This working group is a
subset of the GMC.
In identifying and assessing climate-related risks to the
Group’s operations, assets, and reputation, we used
primarily a top-down approach. Given the Group’s
decentralised structure, we consider this approach more
appropriate for assessing climate-related risks, particularly
physical ones. However, we have also taken a bottom-up
approach by factoring in the feedback from our operating
businesses where appropriate.
The scenario analysis working group conducted a top-down
review of the Group’s climate-related risks and opportunities
in order to identify new or emerging risks and opportunities.
The assessment considers two categories of climate-related
risks: the transition to a low-carbon economy (transition
risks) and risks associated with the physical impacts of
climate change (physical risks). The risks assessed for both
the RCP2.6 and RCP8.5 scenarios were drought, heat stress,
wild fires, precipitation, river and coastal flooding, and
tropical cyclone.
How we identify and prioritise
climate-related risks
To assess transition risks, we engaged with each operating
business to better understand the preferences of our
customers, suppliers and employees and the challenges
they face in tackling climate change. The outcome was
factored in during the risk identification process. Each
risk was discussed and scored based on the probability
and magnitude of potential financial impact, and the
multiplication of the two scores determined the materiality
of the risk. Through this process, the most material risks
were identified. Those risks that were deemed to be
quantifiable were included in the financial modelling.
Existing mitigations and progress made were also factored
in during the quantification process. Cost and benefit
analysis for the mitigations of each quantifiable risk was
carried out. A five-year cashflow forecast was modelled for
both RCP2.6 and RCP8.5 scenarios.
For physical risks, we interrogated open-source data
available on the CLIMADA platform to help us with scenario
analysis. We assessed our resilience in a time horizon
between 10-80 years for relatability with asset lifespan, as
recommended by TCFD. The CLIMADA data was combined
with the precise locations of our sites to consider combined
exposure to extreme weather events (acute risks) and to
gradual changes in weather patterns (chronic risks) for
each of our 69 facilities globally, including warehouses and
offices. Based on the insured asset value and risk exposure,
each site scored between 1 and 5 (5 being the highest risk).
For those with the highest scores, mitigation plans were
drawn up, and associated costs were assessed and factored
into the scenario financial models.
Once the climate-related risks were identified and
prioritised, the financial impact of the key risks up to 2030
was estimated for both RCP2.6 and RCP8.5 scenarios. The
key climate risks, mitigation plans, and the net financial
impact in both scenarios were presented and discussed
at the GMC before being reviewed by the Sustainability
Committee, which also included the Chairs of the Audit and
Risk Committee and Remuneration Committee.
TCFD recommended disclosures
■ Describe the organisation’s process for identifying
and assessing climate-related risks
■ Describe the organisation’s process for managing
climate-related risks
■ Describe how processes for identifying, assessing,
and managing climate-related risks are integrated
into the organisation’s overall risk management
Further information
Risk management
on pages 74 to 78
Sustainability risk
management
on page 48
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
67 Annual Report and Accounts for the year ended 31 March 2026
How we manage climate-related risks
We use the scenario analysis to inform our decision-
making in the following areas:
■ Strategic and financial planning
■ Capital investment
■ Acquisition suitability assessment
■ Goodwill impairment assessment
■ Insurance
■ Lease renewals and procurement of new leases
Climate-related risks are managed as part of the Group
risk management process, alongside other strategic and
operational risks and, as with all matters in the Group Risk
Register, these risks are reviewed annually. Action plans to
mitigate such risks are managed and reported at Group
level, whereas the responsibility for implementing the
plans is delegated to the management of the operating
businesses.
The GST conducts annual reviews with operating business
management at the end of each financial year regarding
progress against their ESG objectives. This is then reported
to and discussed with the GMC and Sustainability
Committee. The operating businesses report on ESG
progress, including carbon reduction actions, in regular
business reviews chaired by the business unit directors. The
GST also provides progress updates to the Sustainability
Committee at each Committee meeting.
Climate-related risks and mitigation progress are monitored
by the Risk and Internal Audit team on an ongoing basis,
who update the Audit and Risk Committee at each
meeting. The GST is responsible for identifying existing and
new regulation applicable to the Group. It is supported by
the Group’s auditors and external consultants in this regard,
and reports all changes to the GMC and Sustainability
Committee.
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CLIMATE ANALYSIS REPORT CONTINUED
4
Metrics and targets
Since publishing our revised greenhouse gas emissions target to reduce
emissions by 90% on 2021 levels by 2030, we have reduced our Scope 1 and 2
carbon emissions by 68% against the 2021 baseline.
TCFD recommended disclosures
■ Disclose the metrics used by the organisation to
assess climate-related risks and opportunities in
line with its strategy and risk management process
■ Disclose Scope 1, Scope 2, and if appropriate, Scope
3 GHG emissions, and the related risks
■ Describe the targets used by the organisation to
manage climate-related risks and opportunities
and performance against targets
Further information
Strategic and
operational review
on pages 24 to 33
Key strategic
indicators on page 11
Our business model
on pages 16 to 17
Our Strategy
on pages 10 to 13
In November 2022, we announced our commitment to
achieve net-zero emissions and set science-based targets
for the medium and long term. In May 2025, our targets
were approved by the SBTi.
We aim to achieve net-zero emissions for Scope 1 and 2
by 2030 and for Scope 3 by 2040, and have published a
transition plan for net-zero Scope 1 and 2 emissions by 2030.
Key elements of the plan and all material information are
contained in this report. Supplementary information can
be found in the Road to Net-Zero Emissions Report on our
website: www.discoverIEplc.com
The following sections outline the progress we have made
in the past year.
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69 Annual Report and Accounts for the year ended 31 March 2026
Scope 1 and 2
Our net-zero plan for Scope 1 and 2 focuses primarily on
addressing four of the Group’s largest emission sources:
electricity, natural gas, company cars and refrigerants, and
aims to achieve an absolute reduction of 90% by 2030 from
the 2021 baseline. In CY2025, we reduced Scope 1 and 2
emissions for continuing operations in absolute terms by
68%, primarily driven by more sites switching to renewable
energy sources and reduced electricity consumption.
We report our greenhouse gas emissions using the
operational control method to establish our organisational
boundary. As all our subsidiaries are 100% owned by the
Group, there is no difference between this and the financial
control or equity share methodologies.
Scope 1 and 2 emissions by source
To accelerate the transition to net-zero emissions, we have
set out our strategy and a detailed plan to reduce our Scope
1 and 2 emissions.
Our net-zero strategy has three priorities:
Reduce, Replace and Remove.
Reduce
Reduce energy intensity across the Group
Replace
Replace higher carbon energy sources with lower or zero
carbon options
Remove
Invest in removing emissions that cannot be replaced or
reduced
Based on the strategy, we have developed the following action plan and milestones:
Actions Milestones
Reduce
Reduce energy intensity by promoting
process efficiency, employee awareness and
engagement
■ Reduce energy intensity by 10% by 2030
Replace
Switch to zero-emission energy sources
through direct tariffs or renewable energy
certificates ("RECs")
■ 80% zero emission energy by 2025, and
100% by 2030
Replace gas heating with electric options ■ 50% reduction by 2030
Replace company-owned cars with fully
electric vehicles
■ 100% EV fleet by 2030
Remove
Remove all refrigerants ■ 100% removed by 2030
Invest in carbon removal projects to offset
residual emissions
■ In 2030 and beyond
By the end of CY2025, 85% of our electricity was from renewable or clean sources (CY2024: 83%), benefitting from increased
use of renewable tariffs, as well as the solar panels installed at numerous sites. This means that we have comfortably
exceeded our target of 80% renewable electricity by CY2025.
Energy consumption during CY2025 was 2% higher, with the increase driven by acquisitions. Energy intensity (expressed as
kWh per £1m revenue) increased 2% year-on-year, due to lower revenue than the previous calendar year. However, energy
intensity was 21% lower than in CY2021, well ahead of our 10% target by 2030. We continue to find ways to reduce energy
consumption, particularly given our experiences of the difficulties of swapping out fossil fuel heating systems, and the
fluctuating costs of fossil fuel, over the last few years.
discoverIE Group plc Innovative Electronics70
CLIMATE ANALYSIS REPORT CONTINUED
Key metrics
Total Emissions (tonnes) Like-for-like Emissions (tonnes)
Location-based CY2021 CY2022 CY2023 CY2024 CY2025 CY2021 CY2022 CY2023 CY2024 CY2025
Scope 1 1,488 1,338 1,606 1,546 1,650 1,991 1,802 1,894 1,677 1,650
Scope 2 9,365 8,710 6,736 6,749 5,853 9,754 9,068 7,012 6,869 5,853
Total Scope 1 and 2 10,853 10,048 8,342 8,295 7,503 11,745 10,870 8,906 8,546 7,503
Scope 3 2,626,882 2,640,536 2,671,103 2,683,232 2,642,818 2,671,103
Total emissions 2,635,225 2,648,831 2,678,606 2,692,138 2,651,364 2,678,606
Intensity –
tCO
2
e/£m revenue
(Scope 1 and 2) 30.73 23.49 18.61 18.99 17.26 28.05 22.18 19.42 18.80 17.26
Total Emissions (tonnes) Like-for-like Emissions (tonnes)
Market-based CY2021 CY2022 CY2023 CY2024 CY2025 CY2021 CY2022 CY2023 CY2024 CY2025
Scope 1 1,488 1,338 1,606 1,546 1,650 1,991 1,802 1,894 1,677 1,650
Scope 2 6,460 4,392 2,820 2,006 1,154 6,765 4,658 2,991 2,010 1,154
Total Scope 1 and 2 7,948 5,730 4,426 3,552 2,804 8,756 6,460 4,885 3,687 2,804
Reduction on CY21 28% 44% 55% 65% 26% 44% 58% 68%
Scope 3 2,626,882 2,640,536 2,671,103 2,683,232 2,642,818 2,671,103
Total emissions 2,631,309 2,644,088 2,673,907 2,688,117 2,646,505 2,673,907
Intensity –
tCO
2
e/£m revenue
(Scope 1 and 2) 22.50 13.39 9.88 8.13 6.45 20.92 13.18 10.65 8.11 6.45
Total Energy Like-for-like Energy
3
Location-based CY2021 CY2022 CY2023 CY2024 CY2025 CY2021 CY2022 CY2023 CY2024 CY2025
Energy
consumption
(MWh) 25,575 24,118 22,578 24,616 25,024 29,294 27,615 24,901 25,658 25,024
Energy intensity
(kWh/£m revenue) 72,406 56,379 50,365 56,366 57,555 78,954 61,975 53,426 56,451 57,555
UK-based energy
consumption
3
7.2% 8.9% 10.1% 8.9% 9.1% N/A N/A N/A N/A N/A
1
The “Total Emissions” columns include all continuing operations owned by the Group as at the end of each calendar year. The discontinued operations Vertec SA
(disposed January 2022) and Acal BFi (disposed March 2022) are excluded from all figures.
2
“Like-for-like Emissions” include the assumed impact of emissions from companies acquired since 2021. In accordance with GHG Protocol guidance, historic
emissions for these companies are deemed to be the same in prior years as in the year of acquisition.
3
The energy consumption of our UK-based businesses as a percentage of our total Group power consumption.
Net-zero KPIs CY2021 CY2025 Target
Carbon reduction – absolute (Scope 1 and 2) n/a 68% 65% reduction by 2025
Energy intensity – continuing operations (kWh/ £m revenue) 72,406 57,555 10% reduction by 2030
% electricity from renewable/clean sources 58% 85% 80% by 2025
Company cars (EV/hybrid)
1
19% 58% 50% by 2025
ISO 14001 accreditation
2
61% 74% 80% by 2025
1
Measured as a % of Group company cars that are electric or hybrid.
2
Measured as a % of Group revenue generated by operations with a ISO 14001 accreditation.
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
71 Annual Report and Accounts for the year ended 31 March 2026
Scope 3
This year we completed our third comprehensive Group-
wide exercise to capture data on all Scope 3 emissions. The
exercise sought to cover the entire Group (including new
acquisitions), and included as many of the Scope 3 sub-
categories defined by the GHG Protocol as possible. Despite
the significant improvements in processes already made,
we are aware that data collection in respect of Scope 3
emissions is more challenging for businesses than for Scope
1 and 2. The Group will continue to take this into account as
our processes evolve in future years.
Compliance with SBTi performance reporting requires
us to calculate emissions for the downstream Scope 3
categories processing of sold products (3:10), use of sold
products (3:11) and end-of-life treatment of sold products
(3:12) for our base year of CY2023 and subsequent reporting
years. We completed the calculation of these figures based
upon a cross-section of our key products and continue to
use these broad assumptions as a repeatable and practical
methodology. Influencing the emissions from the use of
sold products category, in particular, is largely out of our
control, reliant as it is on the huge variety of applications for
our products and the electrical energy generation mix of
the countries into which they are sold. For this reason, we
continue to collect source data for our Scope 3 reporting
of CY2025 from our operating businesses for categories 1–9
and estimate categories 10–12 centrally.
Like Scope 1 and 2, Scope 3 emissions are reported on a
calendar year basis, from 1 January to 31 December. This
differs from our financial year to be consistent with previous
emission assessments.
There were two key elements to the exercise in our
third year:
■ To enhance the availability and accuracy of emissions
drivers and reduce our reliance on spend-based data.
■ To sense-check and analyse trend data over the three
years of data now available.
A summary of the key findings is as follows:
■ Our CY2025 Scope 3 emissions were 1% higher
than those identified last year, at 2,671,103 tCO
2
e
(CY2024: 2,642,821 tCO
2
e), comprising over 99% of the
Group’s total emissions across all of Scope 1, 2 and 3.
This increase was driven by more extensive data
collection for our downstream transportation (category
3:9) calculation. We recognise the limitations in our
data, and we will continue to enhance accuracy and
completeness in future years.
■ The largest category of Scope 3 emissions was from
emissions in use (category 3:11), with that category alone
representing over 87% of Scope 3 emissions. Emissions
were 1% lower than in CY2024, as we benefitted from
lower emissions location-based electricity conversion
factors in the geographies into which we sell our
products.
■ The second largest source of Scope 3 emissions was
purchased goods and services (category 3:1), which
comprised 7% of total Scope 3 emissions. This year we
were able to gather a more complete data set for the
category, and included a higher volume of primary data
in our calculations.
■ The third and fourth largest sources were downstream
(category 3:9) and upstream (category 3:4) transportation,
representing 4% and 1% of our Scope 3 emissions,
respectively. Data collection for downstream
transportation poses a particular challenge because the
data is often held by customers rather than the Group. We
will continue to refine the data collection and accuracy of
intra-Group shipments and customer distribution.
Our Scope 3 emissions calculation methodology is as follows:
■ For Purchased Goods and Services (category 3:1), we
enhanced our analysis from last year, increasing the
amount of activity-based data available, particularly
in using the weights and quantities of raw materials
consumed. Where quantity data was not available,
all other goods and services purchased used spend-
based data relating to the type of goods and materials
purchased at a generic level (for example, copper,
aluminium, plastics, paper, etc.). That data was then
processed by our carbon emissions data capture and
calculation tool. This is in line with the GHG Protocol
reporting methodology but is less accurate than
supplier-specific data (where such data is available). It
also relies on the correct material codes having been
applied. We expect our calculations to become more
established and accurate as we continue to refine our
methods and processes in the coming years. To this end,
we have developed a taxonomy of purchases for use by
our businesses, which was used to enhance detail and
consistency across our Scope 3:1 data collection in CY2025.
■ Transportation data was based on weights carried,
distances travelled and mode of transportation used
where possible. Where such data was not available,
spend on transportation was used to calculate an
assumed emissions profile.
■ Our downstream calculation methodology requires
us to make a number of assumptions including, but
not limited to, usage intensity, expected performance,
source of power and the carbon intensity of that power,
and the economic life of our products. Given the long
service life of some of our product portfolio, and the
broad range of our total portfolio, there is a significant
level of uncertainty associated with this methodology.
We make use of the allowance in the GHG Protocol’s
Technical Guidance to group similar products together,
and use average statistics for a typical product in that
class to extrapolate emissions numbers for the whole of
the discoverIE Group.
We recognise that this is an iterative process, and our
methodology and systems will be refined over time. This
work will help us achieve our ultimate goal of becoming
a net-zero emissions business across all Scopes 1, 2 and 3
by 2040.
discoverIE Group plc Innovative Electronics72
CLIMATE ANALYSIS REPORT CONTINUED
A summary of each of the categories within Scope 3, and their relevance and materiality to us as a Group, is provided below:
CY2023 CY2024 CY2025
Category Description tCO
2
e % tCO
2
e % tCO
2
e %
1
Purchased goods
and services
Extraction, production, and
transportation of goods and
services purchased
151,290 5.7% 213,713 8.1% 187,305 7.0%
2
Capital goods Extraction, production, and
transportation of capital
goods purchased
661 0.0% 2,228 0.1% 6,078 0.2%
3
Fuel- and energy-
related activities
Extraction, production, and
transportation of purchased
fuels and energy that are
not already accounted for in
Scope 1 and 2
2,281 0.1% 2,132 0.1% 1,905 0.1%
4
Upstream
transportation and
distribution
Purchased transportation
and distribution of products
and services
58,165 2.2% 53,667 2.0% 29,311 1.1%
5
Waste generated
in operations
Disposal and treatment
of waste generated in
operations
104 0.0% 141 0.0% 42 0.0%
6
Business travel Transportation of
employees for business-
related activities in vehicles
not owned by the Group
642 0.0% 2,204 0.1% 1,807 0.1%
7
Employee
commuting
Transportation of
employees between their
homes and workplaces
2,236 0.1% 2,406 0.1% 1,993 0.1%
8
Upstream leased
assets
Operation of assets leased
by the Group that are not
included in Scope 1 and 2
N/A
9
Downstream
transportation and
distribution
Transportation and
distribution of products
paid for by customers
12,817 0.5% 13,409 0.5% 103,424 3.9%
10
Processing of sold
products
Processing of intermediate
products sold by
downstream companies
3,382 0.1% 2,734 0.1% 5,642 0.2%
11
Use of sold
products
End use of goods and
services sold
2,450,543 91.3% 2,349,168 88.9% 2,333,351 87.4%
12
End-of-life
treatment of sold
products
Waste disposal and
treatment of products sold
1,111 0.0% 1,019 0.0% 245 0.0%
13
Downstream
leased assets
Operation of assets owned
by the Group and leased to
other entities
N/A
14
Franchises Operation of franchises N/A
15
Investments Operation of investments N/A
2,683,232 100% 2,642,821 100% 2,671,103 100%
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
73 Annual Report and Accounts for the year ended 31 March 2026
Independent reporting line
Governance and culture
The Board of Directors has overall responsibility for the Group’s risk appetite and risk management strategy. Roles and
responsibilities for managing risks across the discoverIE Group have been clearly defined as shown in the diagram below.
The Group’s risk management framework follows a
three lines of defence model. The first line of defence is
operational management in our businesses. Day-to-day
risk management controls, policies and procedures are
implemented and monitored by the local management
teams with oversight and review by Divisional Management.
This is conducted within a series of delegated authority
levels. Relevant internal control systems are in place to
identify, evaluate and manage the Group’s business risks.
The second line of defence comprises Group functions such
as Risk, Finance, GTS, Treasury, and Tax. These functions are
responsible for establishing frameworks, policies and oversight
activities to support and monitor the operation of risk
management and internal control processes across the Group.
The Group Internal Audit function provides independent, risk-
based assurance over the effectiveness of risk management
processes, governance and key internal controls, and serves
as the third line of defence. As well as carrying out full
audits on individual entities, the team conducts thematic
audits, focusing on specific areas across the Group. All
audits conducted by the Group Internal Audit function are
completed on site. During FY 2025/26, the team continued
to support the Group’s preparations for compliance with the
revised UK Corporate Governance Code, including Provision
29. This has included contributing to the identification
and documentation of the Group’s material controls and
supporting the development of the associated assurance
and reporting processes that will underpin the Board’s future
statement on the effectiveness of internal controls.
The Group operates a decentralised management model
that is target and results driven, with a strong culture of open,
constructive communication and a willingness to listen. The
Group Internal Audit function applies this culture in how it
operates and reviews control environments across the Group.
In pursuing the Group strategy, a number of key objectives
are agreed annually for the Group and for each business
unit. Progress against these is reported on a regular basis
to Divisional and Head Office functional management, the
Group Management Committee and the Board. Having a
clear understanding of our strategy and objectives assists
with the effective identification and management of
existing or emerging risks that have the potential to prevent
or hinder these objectives from being achieved.
Board
■ Overall responsibility for corporate strategy
and risk management
■ Defines the Group’s appetite for risk
Audit and Risk Committee
■ Reviews effectiveness of Group’s risk management framework
and internal controls
■ Oversees the effectiveness of Group Internal Audit
Sustainability Committee
■ Oversees the Group’s overall sustainability progress
■ Reviews climate-related risks and the Group’s response
Group Management Committee
■ Management of the Group and delivery of the strategy
■ Monitoring of key risks and compliance with relevant laws
■ Regular reviews of the Group’s risk management framework
Divisional Management
■ Oversight and review of operational risks
Group Functions
■ These include Finance,
Treasury, Risk, and Group
Technology Services (“GTS”),
and support operating
companies to integrate
into the Group’s risk
management framework
Group Internal Audit
■ Monitors compliance with
the Group’s internal controls
framework
■ Conducts or commissions
internal audits
Operating Companies
■ Identify internal and external risks
■ Responsible for the implementation of risk
mitigation actions and internal controls and
compliance with policies
■ Responsible for compliance with relevant laws
discoverIE Group plc Innovative Electronics74
RISK
MANAGEMENT
Risk profile
The Group’s overall risk profile is mitigated by a number of
overriding factors, including:
■ Our business units operate largely independently of one
another, from over 69 geographically dispersed sites, and
so if an issue were to arise in any one business, it would be
less likely to impact other businesses in the Group. We also
have business continuity arrangements in place to identify
where there is scope to switch production between certain
sites if needed.
■ We operate in 21 countries and no single site represents
more than c.10% of Group turnover or c.8% of Group
profit.
■ Most of the Group’s businesses operate on separate
IT systems, which helps to limit the potential impact
of a cybersecurity incident affecting the wider Group.
During the year, workshops were held with each
operating company to assist with further enhancing
information security controls at a business level. In
addition to this, the Group has implemented consistent
web and endpoint security (i.e. security measures
across all devices and web connections to ensure a
uniform level of protection), as well as continuing to
maintain an outsourced Security Operations Centre
(“SOC”) to monitor and respond to IT security threats
24/7. During the year, the Group conducted a cyber
incident response “table-top” exercise involving key
management personnel and supported by external
specialists. This exercise tested the Group’s readiness
to respond to a range of cyber scenarios and identified
opportunities to further strengthen preparedness.
■ The Group has very limited reliance on any single
customer or supplier, with the largest customer
representing approximately 6% of Group revenue.
■ The Group manufactures and sells multiple product
lines, across multiple geographies and market sectors,
removing reliance on any single revenue stream. This
is further reinforced by the innovative, bespoke nature
of the Group’s products, which continue to evolve as
circumstances change.
■ The Group operates in structural growth markets, which
reflect long-term needs and are less cyclical in nature.
■ The Group has enhanced its Export Control Framework
during the year, including refreshed risk assessments,
strengthened central support to operating companies
and the rollout of mandatory training, supporting
compliance with applicable regulations across the
jurisdictions in which the Group operates.
Risk appetite
One of the Group’s core principles is to deliver its strategic priorities in a sustainable and responsible manner. This requires
that the Board gives careful consideration to the nature and level of risks that the Group should accept.
The Group draws a clear distinction between those risks that it is more willing to take (typically relating to advancing
business prospects) and those that it is less willing to accept (e.g. safety, reputational, regulatory or compliance risks). The
following table provides a summary:
Risk tolerant
(Willing to take greater risk)
Risk neutral
(Taking a balanced approach to risk)
Risk averse
(Taking as little risk as possible)
■ Product innovation ■ Investment in facilities ■ Product safety
■ Operating in new markets ■ Business development initiatives ■ Health and safety
■ Acquisitions and disposals ■ Cyber risks
■ New customers and suppliers in existing markets ■ Regulatory/covenant compliance
■ Foreign exchange ■ Foreign exchange transactional risk
■ Markets with greater business cyclicality
■ Environmental risks
The above table provides a high-level summary of the various types of risk that face the Group, with the most significant and
material items being more specifically described in the table of Principal Risks and Uncertainties on pages 79 to 84.
Regardless of the appetite in respect of a particular risk, all risks are identified and managed in the appropriate manner.
Enterprise risk management
discoverIE applies an Enterprise Risk Management framework to identify potential events or circumstances that may affect
the Group, and to manage associated risks through defined mitigation actions and internal controls. These include climate-
related opportunities and risks, further details of which can be found on pages 62 to 66 of this report. The risk management
framework is made up of a number of discrete steps to identify, assess, mitigate and monitor risks.
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
75 Annual Report and Accounts for the year ended 31 March 2026
Two processes are conducted in parallel:
Step 1
A top-down review of the Group Risk Register to:
■ identify new or emerging risks
■ assess changes to existing risks
■ consider the potential impact and likelihood of risks
■ evaluate existing mitigating actions and controls
■ consider the residual risks remaining after the
applications of the Group’s internal control
processes (and, if appropriate, the implementation
of further mitigating actions)
A bottom-up review by the management of each
business to:
■ identify new or emerging risks
■ assess changes to existing risks
■ consider the potential impact of risks
■ evaluate existing mitigating actions and controls
■ consider residual risks (and if appropriate the
implementation of further mitigating actions)
The top-down review of the Group Risk Register is conducted by the Group Risk team, Divisional Management,
Group Technology Services, and the internal Group Sustainability Team. The bottom-up review is conducted by
the management team within each business with support from the Risk team.
Step 2
■ Comparison of the results of the top-down and bottom-up identification processes above. The benefits of
conducting both top-down and bottom-up reviews are:
– increased assurance that all risks have been identified, with input from multiple perspectives
– ensuring alignment between local management and Head Office
– ensuring that businesses take ownership of the risks most relevant to their individual operating unit
– ensuring that controls in place to mitigate risks at the operating unit level are appropriate
■ An assessment of any differences identified, and an update of the Group Risk Register as appropriate. The
Group Risk team conducts a review of any risks identified through the bottom-up process to determine
whether they require escalation to the Group Risk Register. Risks suggested for escalation to the Group Risk
Register are reviewed in the first instance by the Group Management Committee.
Step 3
■ Review of the Group Risk Register by the Group Management Committee. This review focuses on:
– the materiality of each of the risks identified
– prioritisation of the allocation of the Group’s resources to the most important areas
– clarity of ownership for each of the risks identified
This review takes into account the Group’s risk appetite in respect of the various types of risk identified.
The Group Risk Register is then updated as appropriate following the review.
This is then summarised in a table of principal risks and uncertainties, the final version of which (for FY 2025/26)
is set out on pages 79 to 84.
Step 4
■ Review by the Audit and Risk Committee – this includes:
– consideration of the Group’s risk management framework
– review of the Group Risk Register
– identification of any other areas of potential risk
– review of the table of principal risks and uncertainties
– challenging actual or potential control weaknesses
– review of the effectiveness of the Group’s internal controls and risk management systems, including
consideration of the operation of key controls and related assurance activities
These processes are conducted twice each financial year:
■ an interim review, typically completed shortly ahead of announcement of the Group’s interim results, focuses
predominantly on changes during the first half of the year
■ a comprehensive review of all risks within the Group Risk Register is completed shortly before the Group’s full-year
preliminary results announcement.
The processes ultimately lead to the compilation of the Group’s principal risks and uncertainties (“PRUs”), of which further
detail can be found on pages 79 to 84.
discoverIE Group plc Innovative Electronics76
RISK
MANAGEMENT CONTINUED
The Group Risk function is continually looking to improve
the Group’s Enterprise Risk Management framework.
During FY 2023/24, the Group Risk function was subject to
a maturity assessment, which assessed the effectiveness
of the function against recognised risk management
standards, such as ISO 31000 and the Committee of
Sponsoring Organizations of the Treadway Commission
(“COSO”) Internal Control – Integrated Framework. The aim
of this exercise was to ensure the function is best placed to
manage the risks the Group currently faces and is effectively
horizon scanning for new risks. Actions identified as part
of this assessment were completed during FY 2025/26 to
further improve the effectiveness of the Group Risk function.
The Group Risk function also regularly attends round-table
events with service providers and peers to ensure that its
activities are aligned with leading practices.
A key element in assessing the Group’s principal risks is
considering likelihood and potential magnitude of impact,
over a range of time horizons, as well as whether the risks
are new or emerging, or have changed in importance
during the year. The below diagram provides a summary of
the PRUs on that basis.
Emerging risks
To complement our existing enterprise risk management
framework, we have enhanced and refined our approach
to managing emerging risks. These risks are reviewed as
part of our formal risk management process and are also
considered in the day-to-day operations of the Group and
its operating companies.
We assess the emerging risk landscape across three time
horizons: short-term (0–3 years), medium-term (4–10 years),
and long-term (10+ years). Our assessments are informed by:
■ Emerging risk factors identified at the operating
company level through a bottom-up process
■ Insights from leading external thought leaders on global
emerging risks
■ Input from members of the Board and Group
Management Committee on emerging risk trends
Each emerging risk is assigned a dedicated owner at Group
Management Committee level. These risks are recorded
in the Group Risk Register and monitored continuously
throughout the year. These owners are responsible for
tracking the development of risks and implementing
appropriate mitigation strategies as needed.
Very low risk
High risk
Very high risk
Medium risk
Low risk
11
12
13
14
2
3
5
4
6
1
7
8
9
10
1
Market, geopolitical and trade
environment
2
Business acquisition under-
performance
3
Climate-related risks
4
Cyber security and digital resilience
5
Customer demand, key customer
and end-market risk
6
Supply chain resilience
7
Technology, innovation and
product relevance
8
Major business disruption
9
Loss of key personnel
10
Product quality and liability
11
Financial Controls and Reporting
12
Liquidity and financing
13
Foreign currency
14
Legal, regulatory, and compliance
KEY
Category of risk:
Strategic risk
Operational risk
Financial risk
Regulatory/ Compliance risk
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
77 Annual Report and Accounts for the year ended 31 March 2026
Objective:
foster a culture
of risk management
to effectively
execute discoverIE’s
sustainable
strategy
Identify and assess
internal and
external risks
Determine
appropriate
risk response
Monitor
effectiveness
of mitigation
efforts
Establish systems
and accountability,
controls policies
and procedures
Communicate
risks and
mitigation plans
1
34
25
Ongoing monitoring, mitigation and improvement
In addition to the processes outlined above, key risks, and the internal controls established to mitigate those risks, are
subject to ongoing monitoring and review. Among other controls, this includes a review by the Group Management
Committee in all of its regularly scheduled governance meetings (typically six per year) and escalation to the Board of
any material developments as and when they arise.
discoverIE continually pursues improvements in its Enterprise Risk Management Framework. A summary of this
continual cycle of risk identification, establishment of systems and processes to mitigate, communication and ongoing
monitoring, is outlined in the diagram below.
discoverIE Group plc Innovative Electronics78
RISK
MANAGEMENT CONTINUED
Focus on principal risks
This section of the Strategic Report provides an overview of the Group’s approach to managing risk, focusing on the
major risk factors to implementing the Group’s strategy and business model. It is not an exhaustive list of all possible
risks. Additional uncertainties exist, some of which may not be known to the Group and could have a negative effect on
the Group’s financial position and performance. The principal risks and uncertainties detailed below were considered in
assessing the long-term viability of the Group. The viability statement can be found on pages 85 to 86. In line with the risk
appetite statement found on page 75, the Group takes a risk averse approach to managing its principal risks.
The numbering of the below risks does not represent the ranking of these risks by the Group.
Risk description Potential impact Mitigating actions Change in the year
Strategic risk
1
Market, geopolitical and trade environment
Exposure to
macroeconomic
cycles, geopolitical
developments
and changes
in global trade
policies, including
tariffs and regional
trade restrictions,
which may impact
demand, supply
chains and the
Group’s ability to
operate effectively
in certain regions
■ Reduction in sales
■ Lower margins
■ Closure of factories
and suppliers
stopping production
■ Difficulty raising
equity and debt,
impacting ability to
acquire businesses
■ Focus on structurally growing, resilient target
markets with diversified end-market exposure
■ Broad geographic footprint with flexibility to
adjust production and sourcing across regions
■ Close monitoring of macroeconomic and
geopolitical developments
■ Strong balance sheet with committed
long-term financing facilities and significant
headroom
■ Disciplined approach to entering higher-risk
markets
■ Increased global tariffs
■ Continued conflicts in
the Middle East and
Ukraine
Link to KSIs:
A
B
C
D
E
2
Business acquisition under-performance
Risk that
acquisitions do not
deliver expected
strategic or
financial benefits
■ Underperformance of
acquired businesses
against business case
■ Failure to achieve
expected synergies
and returns
■ Loss of key
management or
technical expertise
■ Failure to effectively
integrate with the
Group
■ Rigorous operational, financial and legal due
diligence on target businesses
■ Appropriate warranties and indemnities from
vendors
■ Use of earn-out structures to incentivise key
management
■ Monitoring of the acquired business
performance against budget and forecast
■ Hiring of experienced management and
finance personnel
■ Where possible, new acquisitions become
part of a cluster reporting operationally to an
existing established senior business
■ Tailored onboarding process for all new
acquisitions
■ Post-acquisition assurance programme put in
place by Group Internal Audit function to check
alignment to essential Group controls
■ Two new acquisitions
(for a total of £46m)
completed since
1 April 2025
Link to KSIs:
A
B
C
D
E
F
KEY STRATEGIC INDICATORS
A
Sales growth
B
Adjusted
operating margin
C
Adjusted earnings
per share growth
D
Cash conversion
E
Return on capital
employed
F
Carbon emissions
reduction
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79 Annual Report and Accounts for the year ended 31 March 2026
PRINCIPAL RISKS
AND UNCERTAINTIES
Risk description Potential impact Mitigating actions Change in the year
3
Climate-related risks
Climate-related
risks arise from
both the physical
impacts of climate
change and the
transition to a
lower-carbon
economy,
including evolving
regulatory,
reporting and
stakeholder
expectations
Physical risks
■ Disruption to
operations from
extreme weather
events
■ Supply chain
interruptions affecting
production
Transition and ESG risks
■ Increased regulatory
requirements and
compliance costs
■ Reputational impact if
ESG expectations are
not met
■ Reduced access to
capital or customer
opportunities
■ An assessment of the physical risks of climate
change to the Group’s facilities was conducted,
which concluded that such risks are considered
to be low impact overall for the Group. See the
Climate Analysis Report on pages 60 to 66 for
further details.
■ Diversified supply chains with ability to switch
suppliers
■ Group-wide emissions reduction targets
and sustainability strategy ESG targets are
established both at a Group and operating
company level
■ A credible Transition Plan to net-zero has been
devised and implemented across the Group
■ Regular Board and Committee oversight of
ESG matters
■ Good progress made
against Scope 1 and
2 net-zero emissions
plan, with an absolute
reduction of 68% on
the CY2021 baseline.
See further details on
page 71
■ Refreshed our Scope 3
assessment. See further
details on page 73
■ Refreshed our physical
risks of climate change
assessment across
Group facilities
■ Refreshed Transition Plan
published in June 2026
■ Net-zero targets validated
by SBTi in May 2025
Link to KSIs:
A
B
C
D
E
F
Operational risk
4
Cyber Security and digital resilience
Risk of cyberattack,
resulting in data
breach or system
failure
■ Business interruption
and operational
downtime
■ Loss or theft of
confidential data
■ Financial loss and
regulatory penalties
■ Reputational damage
■ Layered cyber security controls including
endpoint protection and network monitoring
■ 24/7 security operations monitoring through
outsourced Security Operations Centre (SOC)
■ Incident response and digital forensics
capabilities
■ Regular cybersecurity training across the
Group
■ Segregated IT systems across operating units
to limit impact of breaches
■ Regular reviews of IT infrastructure and third-
party providers
■ Robust backup and recovery processes in
place, including regular, automated backups,
off-site and segregated storage, and periodic
testing of restoration capabilities to ensure
business continuity
■ General increase in
cyber risks globally,
driven by a rise in
the number and
sophistication of
cyberattacks and the
emergence of new
technologies such as
artificial intelligence
■ Table-top cyber exercise
conducted with Senior
Management across
the Group to promote
awareness and readiness
Link to KSIs:
A
B
C
D
KEY STRATEGIC INDICATORS
A
Sales growth
B
Adjusted
operating margin
C
Adjusted earnings
per share growth
D
Cash conversion
E
Return on capital
employed
F
Carbon emissions
reduction
discoverIE Group plc Innovative Electronics80
PRINCIPAL RISKS
AND UNCERTAINTIES CONTINUED
Risk description Potential impact Mitigating actions Change in the year
5
Customer demand, key customer and end-market risk
Exposure to
changes in
customer
demand across
the Group’s end
markets, including
cyclicality,
programme
changes and
competitive
pressures, as well
as the risk of loss
or reduction in
business from key
customers
■ Reduction in revenue
and profitability
from loss or reduced
demand from key
customers
■ Variability in sales and
order intake across
end markets
■ Increased bad debt
risk in the event of
customer insolvency
■ Loss of market
share in specific
applications or
segments
■ Low dependence on any single customer (the
largest customer represents c.6% of Group
revenues)
■ Exposure to diverse end markets and
applications, reducing dependency on
individual customers or sectors
■ Robust quality management systems
(including ISO 9001)
■ Strong, long-term customer relationships
supported by high service levels and
engineering collaboration
■ Ongoing monitoring of customer demand
trends, pipeline activity and financial health
■ Global economic
instability creating
additional pressure on
customers, partially
offset by improving
order trends and
strengthening demand
across key markets.
Link to KSIs:
A
B
C
D
6
Supply chain resilience
Risk of disruption
to the supply
of critical
components and
materials due to
supplier failure,
geopolitical
factors or logistical
constraints
■ Negative impact on
production
■ Damaged
relationships with key
customers
■ Reduced sales
■ Low dependency on any single supplier
■ Dual source suppliers in place where possible
■ Diversified global supply base
■ Flexibility to switch suppliers where required
■ Long-term supplier relationships, enhanced by
strong customer relationships
■ Monitoring of market and technological
developments, including input from customers
Link to KSIs:
A
B
C
7
Technology, innovation and product relevance
The development
of new
technologies
that gives rise to
significant new
competition
or renders our
products obsolete
■ Reduced sales
■ Loss of market share
■ Inventory write-offs
■ The Group is diversified into a number of
differentiated technology units
■ Focus on established technologies with low
capital requirements
■ Group-wide conference held to discuss use
cases and best practice relating to AI
■ Monitoring of emerging technologies,
including artificial intelligence
■ Businesses work closely with customers on
new engineering projects to ensure products
meet their needs
■ All businesses contribute to a design pipeline
aimed at widening the product portfolio
■ Emergence of new
technologies, including
AI, presents both a risk
and opportunity for the
Group
■ Acquisitions in the year
increase the number of
technologies within the
Group
Link to KSIs:
A
B
C
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81 Annual Report and Accounts for the year ended 31 March 2026
Risk description Potential impact Mitigating actions Change in the year
8
Major business disruption
Sustained
disruption to
production arising
from a major
incident at one or
more sites
■ Insufficient
production to deliver
goods on order
■ Damaged
relationships with key
customers
■ Reduced sales
■ Reputational damage
■ Ability to transfer between sites
■ Distributed manufacturing footprint with
limited reliance on individual sites
■ Not overly reliant on one site for sales.
Maximum revenue derived from a single site is
equal to c. 10% of Group turnover
■ Business continuity planning and insurance
coverage
■ Assessment
of alternative
manufacturing locations
undertaken as part of
TCFD analysis
Link to KSIs:
A
B
C
D
E
F
9
Loss of key personnel
Risk of failing to
attract, retain and
develop the talent
and leadership
capability required
to support the
Group’s growth
■ Loss of expertise and
knowledge
■ Reduced operational
performance
■ Constraints on growth
and execution
■ Staff development, training programmes and
succession planning
■ Competitive remuneration and incentive
structures
■ Regular remuneration benchmarking
■ Use of earn-out structures to incentivise key
management of acquired companies
■ The number of separate business units, each
with their own management teams, minimises
the risk that the underperformance of any one
business impacts the Group as a whole
■ Recruitment market
remains challenging in
some markets
■ New Group-wide careers
website launched to
attract new talent and
enhance opportunities
for current employees
Link to KSIs:
A
B
C
10
Product quality and liability
Risk of product
failure or non-
compliance
with regulatory
standards resulting
in harm, financial
loss or reputational
damage
■ Non-compliance with
quality standards
■ Product recalls or
liability claims
■ Financial loss
■ Reputational damage
■ Robust quality assurance processes before
products are shipped to customers
■ Terms and conditions limit Group companies’
liabilities
■ As a number of the Group’s products are
customised for individual customers, this
reduces the risk relating to any one product
and/or customer
■ Product liability insurance in place covering all
Group companies
Link to KSIs:
A
B
C
D
E
KEY STRATEGIC INDICATORS
A
Sales growth
B
Adjusted
operating margin
C
Adjusted earnings
per share growth
D
Cash conversion
E
Return on capital
employed
F
Carbon emissions
reduction
discoverIE Group plc Innovative Electronics82
PRINCIPAL RISKS
AND UNCERTAINTIES CONTINUED
Risk description Potential impact Mitigating actions Change in the year
Financial risk
11
Financial Controls and Reporting
Inadequate
financial controls
resulting
in financial
misreporting, poor
decision making
and fraudulent
activity
■ Financial loss
■ Reputational damage
■ Group policies, manuals and guidance are
provided to Group companies to outline the
Group’s requirements in relation to financial
controls
■ Programme of internal audits across Group
companies to review adequacy of control
environment
■ External audit undertaken on material Group
entities
■ Fraud risk assessment performed by the Group
Internal Audit function annually
■ Regular review of accounts by senior
management
■ A whistleblowing hotline is in place and
available for use by all employees
■ Enhanced documentation, testing and
monitoring of material controls in preparation
for compliance with Provision 29 of the UK
Corporate Governance Code 2024
Link to KSIs:
A
B
C
D
E
12
Liquidity and financing
There is a breach
of funding terms/
covenants
■ Constraints on
operations and
growth
■ Inability to fund
acquisitions
■ Increased financing
costs
■ The Group has a revolving credit facility of
£240m, which runs to May 2030 with an option
to extend to May 2032. c.£70m remaining to
be drawn down (post the Trival acquisition in
April 2026)
■ Central treasury function oversees the Group’s
cash resources and financing requirements
■ Regular review of headroom against
committed facilities and financial covenants
■ Working capital controls and monitoring of key
working capital metrics
■ Issuance of equity from time to time to support
acquisitions programme
■ Acquiring high margin, high cash-generative
businesses
■ Proforma year end
gearing including Trival
acquisition of 1.7x
■ Bank gearing covenant
increased from
3.0x to 3.5x
■ Strong cashflows in
the year
Link to KSIs:
C
D
13
Foreign currency
The Group
transacts in many
currencies for both
its purchases and
sales, which differ
to its reporting
currency, and so
the Group has
translational and
transactional
exposures to
foreign currency
fluctuations
■ Reduction of the
Group’s reported
results
■ Volatility in operating
margins
■ Use of forward currency contracts to hedge
committed and forecast sales and purchases
in foreign currency (the Group policy is not to
hedge translation exposures)
■ Currency borrowings as a natural hedge
against same currency assets
■ Central review of foreign currency exposures
Link to KSIs:
A
B
C
D
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83 Annual Report and Accounts for the year ended 31 March 2026
Risk description Potential impact Mitigating actions Change in the year
Regulatory/compliance risk
14
Legal, regulatory, and compliance
Unintentional
failure to comply
with international
and local legal
and regulatory
requirements
■ Fines, penalties or
legal action
■ Reputational damage
■ Operational
disruption
■ Employees and advisors with relevant skills to
keep up to date with changes in regulations
and legal requirements
■ Group policies, procedures and training in risk
areas such as export controls and supplier and
customer credit risk.
■ Annual supplier audits undertaken across the
Group to ensure compliance with Supplier
Code of Conduct
■ Ongoing internal audit reviews assess
compliance with Group policies
■ A whistleblowing hotline is in place and
available for use by all employees
■ Insurance covers all standard categories of
insurable risk
■ Work undertaken
by Group Internal
Audit function to
ensure compliance
with revisions to UK
Corporate Governance
Code, which were
finalised in January 2024
Link to KSIs:
D
KEY STRATEGIC INDICATORS
A
Sales growth
B
Adjusted
operating margin
C
Adjusted earnings
per share growth
D
Cash conversion
E
Return on capital
employed
F
Carbon emissions
reduction
discoverIE Group plc Innovative Electronics84
PRINCIPAL RISKS
AND UNCERTAINTIES CONTINUED
In accordance with section 4.31 of the 2024 UK Corporate Governance Code,
the Directors have assessed the viability of the Group over a three-year period to
31 March 2029
In making this assessment, the Directors have considered
the Group’s current financial position, recent and historic
financial performance and forecasts, its strategy and
business model and the principal risks and uncertainties.
Viability assessment period
The Directors have concluded that the most appropriate
time period over which to assess the Group’s prospects
for this purpose should be the three-year period ending
31 March 2029. The selection of this period is consistent with
the Group’s strategic planning process, its review of external
credit facilities, and its assessment of the Group’s principal
risks and uncertainties.
Both the viability base case and downside sensitivities
include the impact of the acquisition of Trival Antene d.o.o
completed on 1 April 2026 and 3Gmetalworx announced on
19 May 2026, subject to receipt of regulatory approvals.
Viability base case
The financial projections for this three-year period are
based upon the Group’s budget for the year ending
31 March 2027 and forecast progression thereon. The
budget is a consolidation of sales, profits, working capital
and cash flow forecasts made by each operating company
and head office, incorporating associated key risk factors,
including acquired company forecasts and associated
contingent consideration payments, latest views on supplier
and customer payments impacting working capital, interest
rates and applicable foreign exchange and tax rates.
The budget for the financial year ending 31 March 2027 and
the projections for the financial years FY 2027/28 and FY
2028/29 assume steady sales growth (in total “The Viability
Base Case”).
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
85 Annual Report and Accounts for the year ended 31 March 2026
VIABILITY
STATEMENT
Banking facilities and headroom
The Group has a syndicated banking facility of £240m,
which is committed up to the end of May 2030, with the
option to extend until May 2032. In addition, the Group has
an £80m accordion facility, which it can use to extend the
total facility up to £320m, subject to bank approval. The
syndicated facility is available both for acquisitions and for
working capital purposes.
The Group’s financial covenants for its banking facility are
1. Gearing: Net debt to Facility EBITDA (being Adjusted
EBITDA plus the annualisation of acquisitions), of less
than 3.5x and
2. Interest cover: Adjusted EBITDA to interest (excluding
IFRS16 interest and amortisation of upfront costs)
greater than 4.0x.
At 31 March 2026, the Group had net debt of £80.5m and
was significantly inside these covenants with gearing of 1.2x
and interest cover of 9.6x.
The Viability Base Case model shows increasing headroom
with annually reducing levels of net debt and gearing, and
increasing interest cover compared with the position at
31 March 2026.
Downside sensitivities
The Viability Base Case has been subjected to downside
sensitivity analysis involving flexing a number of the
underlying main assumptions, both individually and in
conjunction. The sensitivities take into account the principal
risks and uncertainties set out on pages 79 to 84, notably
instability in the economic environment, underperformance
of acquired businesses, climate-related risks, loss of key
customers and suppliers, major business disruption,
liquidity restriction, debt covenants, interest rate increases,
the continued impact of US tariffs and counter tariffs, the
ongoing impact of the Middle East conflict and adverse
foreign currency movements.
The most severe but plausible downside scenario assumes
a worsening of the economic environment caused
by a number of factors including geo-political events
and significant reduction in customer demand due to
continuing inflationary pressures and elevated interest rates.
This downside scenario results in a significant decline in the
second half sales of FY 2026/27, with FY 2027/28 sales flat
on the reduced FY 2026/27 level, and modest growth in FY
2028/29. Additionally, gross margin was reduced, working
capital materially increased, significant one-off expenditures
included (product quality and liability, major customer
insolvency or litigation, irrecoverable customer debt, climate
change, cyber-security incident, inventory and technology
obsolescence), interest rates increased and the Group
effective tax rate increased.
After factoring in these significant additional downsides
to the Viability Base Case, there remains good headroom
both in terms of liquidity and our debt covenants. This is
supported by the fact that the Group sells a wide portfolio
of different products across a diverse set of industries and
geographies, has low customer / supplier concentration,
a global supply chain network, diverse manufacturing
capacity, and has well-established relationships with its
customers. These factors are considered important in
mitigating many of the risks that could affect the long-term
viability of the Group.
Reverse testing has also been applied to the most plausible
downside scenario to determine the level of additional
downside that would be required before the Group would
breach its debt covenants or current liquidity headroom
during the assessment period. The reverse stress test was
conducted on the basis that certain mitigating actions
would be undertaken to reduce overheads and capital
expenditure during the period as sales declined and, on that
basis, a fall in adjusted operating margin to below 6.3% in FY
2026/27 would be required before such a breach occurred.
The Board considers the possibility of such a scenario to be
remote and further mitigation, such as hiring freezes, pay
and bonus reductions, headcount reductions, reduction in
planned capital expenditure, equity raises and suspension
of dividend payments, would be available if future trading
conditions indicated that such an outcome were possible.
The Strategic Report on pages 01 to 87 sets out the key
details of the Group’s financial performance, capital
management, business environment and principal risks
and uncertainties. Based on the Directors’ assessment,
the Board has a reasonable expectation that, taking into
account the Group’s current position, having regard to the
committed borrowing facilities available to the Company,
and subject to the principal risks and uncertainties faced
by the business as documented on pages 79 to 84 of the
Strategic Report, the Group will be able to continue in
operation and to meet its liabilities as they fall due for the
three-year period of their assessment.
Going concern
Based on the assessment outlined above, the Directors also
believe that it is appropriate to continue to adopt the going
concern basis in preparing the Group financial statements
for a period of at least, but not limited to, 12 months from
the date of approval of the Group financial statements.
discoverIE Group plc Innovative Electronics86
VIABILITY
STATEMENT CONTINUED
In accordance with sections 414CA and 414CB of the Companies Act 2006, we
set out below where the relevant non-financial information we need to report
against can be found in this Annual Report:
Environmental matters ■ Please see our Sustainability Report on pages 42 to 73.
■ Our Climate Analysis Report is on pages 57 to 73, including a detailed discussion of
climate-related risks and opportunities on pages 60 to 66.
■ Please see pages 74 to 78 for our general approach to risk management and
pages 44 to 45, and 58 to 59 for a summary of our governance framework relating
to sustainability matters and climate-related risks in particular. These governance
arrangements fit within our broader governance framework, which can be seen in our
Corporate Governance Report on pages 90 to 102.
Employee matters ■ Please see pages 52 to 54 (Our People), page 38 (Our people engagement), page 40
(Section 172 statement) and pages 92 to 95 (Employee engagement).
Social matters ■ Please see pages 38 to 39 and 52 to 54.
Human rights ■ Please see pages 45 to 52, 54 and 91 to 95.
Anti-bribery and
corruption matters
■ Please see page 45 (Anti-Bribery & Corruption Policy and Whistleblowing Policy).
■ Please also see pages 39, 90 and 95 to 96.
Business model ■ Please see pages 16 to 17 for our Business Model.
■ Please see pages 18 to 23 for our target markets, pages 10 to 13 for a summary of our
strategy and pages 08 to 09 for a summary of the Group.
Policies ■ The following codes, policies and
standards can be found on our Group
website (www.discoverIEplc.com):
– Sustainability Policy
– Whistleblowing Policy
– Business Ethics Policy
– Anti-Bribery & Corruption Policy
– Modern Slavery Statement
– Group Tax Strategy
– Board Diversity Policy
– Supplier Code of Conduct
– Conflict Minerals Policy
– Environmental Policy
– Human Rights Policy
– Stakeholder Engagement Policy
Outcome of policies ■ The above policies contribute to the overall governance framework of the Group, providing
common standards that operating companies and suppliers must observe.
■ The Group has a proven, flexible and resilient business model, as demonstrated by its
strong financial performance over several years. These are underpinned by the Group’s
governance arrangements in general, including the Policies summarised above.
■ The Group has good relations with its various stakeholders, including staff, customers and
suppliers. The above Policies help support those relations.
Principal risks ■ Where principal risks have been identified in relation to any of the matters listed above,
these can be found on pages 79 to 84.
Non-financial KPIs ■ Our non-financial key performance indicators are set out on pages 56 and 71.
The Strategic Report, as set out on pages 01 to 87, has been approved by the Board.
On behalf of the Board
Nick Jefferies Simon Gibbins
Group Chief Executive Group Finance Director
2 June 2026 2 June 2026
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information Strategic Report
87 Annual Report and Accounts for the year ended 31 March 2026
NONFINANCIAL AND SUSTAINABILITY
INFORMATION STATEMENT
Length of tenure
Independence
Bruce Thompson
Non-Executive Chairman
Nick Jefferies
Group Chief Executive
Simon Gibbins
Group Finance Director
Celia Baxter
Senior Independent Director
Clive Watson
Non-Executive Director
Rosalind Kainyah
Non-Executive Director
Greg Davidson
Group General Counsel &
Company Secretary
N R S G N S G S A N R S
N SR
A
A N SR G
Appointment
to the Board
Non-Executive Director
since February 2018 and
Non-Executive Chairman
since November 2022.
Appointment
to the Board
January 2009
Appointment
to the Board
July 2010
Appointment
to the Board
Non-Executive Director
since June 2023, Senior
Independent Director and
Chair of Remuneration
Committee since
November 2024
Appointment
to the Board
September 2019
Appointment
to the Board
January 2022
Appointment
to the Board
November 2019
Tenure
8 years
Tenure
17 years
Tenure
15 years
Tenure
3 years
Tenure
6 years
Tenure
4 years
Tenure
N/A
Independent
Yes
Independent
No
Independent
No
Independent
Yes
Independent
Yes
Independent
Yes
Independent
No
Previous experience
Bruce brings a wide range
of strategic and leadership
expertise to the Board
with proven experience
of growing international
industrial businesses. During
his executive career, Bruce
was Chief Executive Officer
of Diploma plc. Prior to
joining Diploma, Bruce was a
director with the technology
and management consulting
firm Arthur D. Little Inc., both
in the UK and the USA.
Previous experience
Nick joined discoverIE as
Group Chief Executive in
2009. He started his career
as an electronics engineer
for Racal Defence (now
part of Thales plc), before
joining Toshiba and then
Hitachi’s European electronic
component businesses.
Prior to discoverIE, he
was General Manager
for electronics globally at
Electrocomponents plc.
Previous experience
Simon brings significant
financial expertise and
experience gained at an
international level. Prior to
joining the Group, he was
at Shire plc for nine years,
latterly as Global Head of
Finance and Deputy CFO,
and at ICI plc for six years in
various senior finance roles,
both in the UK and overseas.
His earlier career was spent
with Coopers & Lybrand
where he qualified as a
Chartered Accountant.
Previous experience
Celia brings many years
of senior management,
executive and board
experience in several FTSE 250
and FTSE 100 companies, and
has a good understanding
of international industrial
businesses that have grown
by acquisition. She spent her
executive career in Human
Resources, starting with Ford
Motor Company and then
KPMG, before moving on to
Tate & Lyle plc, Enterprise Oil
and Hays plc. More recently, at
Bunzl plc, she was a member
of the Executive Committee
responsible for HR and
sustainability.
Previous experience
Clive is a Chartered
Accountant and brings
wide-ranging experience in
senior financial roles to the
Board. Prior to retirement
from executive roles, he
spent almost 13 years as
Group Finance Director
of Spectris plc, having
previously held a number
of other senior finance
positions both in the UK and
overseas. He also served as
Senior Independent Director
and Audit Committee
Chairman of Spirax-Sarco
Engineering plc.
Previous experience
Rosalind has extensive
experience in sustainability
matters and currently
runs Kina Advisory, an ESG
consultancy. Previously,
she was VP, External
Affairs & Corporate Social
Responsibility at Tullow Oil
and held various roles at De
Beers SA, latterly as President
of De Beers Inc. in the USA.
Previous experience
Greg joined discoverIE
in November 2019 and is
responsible for legal and
company secretarial affairs.
He is a qualified lawyer
with extensive experience
of technology, corporate
and commercial matters.
His experience includes
five years at Wiggin & Co
LLP, with clients focused
predominantly in the
technology sector and, prior
to joining discoverIE, 16 years
at RM plc, with seven years as
General Counsel & Company
Secretary.
External appointments
Avon Technologies plc,
Non-Executive Director
and Chair.
External appointments
None.
External appointments
None.
External appointments
Volution Group plc,
Non-Executive Director
and Remuneration
Committee Chair.
Genus plc, Non-Executive
Director.
External appointments
Breedon Group plc, Senior
Independent Director and
Chair of the Audit & Risk
Committee.
Kier Group plc,
Non-Executive Director.
Trifast plc, Senior
Independent Director and
Chair of the Audit & Risk
Committee.
External appointments
GEM Diamonds Ltd,
Non-Executive Director.
WE Soda Ltd, Non-Executive
Director.
EnQuest plc, Non-Executive
Director.
External appointments
None.
BOARD OF
DIRECTORS
discoverIE Group plc Innovative Electronics88
Length of tenure
Independence
Bruce Thompson
Non-Executive Chairman
Nick Jefferies
Group Chief Executive
Simon Gibbins
Group Finance Director
Celia Baxter
Senior Independent Director
Clive Watson
Non-Executive Director
Rosalind Kainyah
Non-Executive Director
Greg Davidson
Group General Counsel &
Company Secretary
N R S G N S G S A N R S
N SR
A
A N SR G
Appointment
to the Board
Non-Executive Director
since February 2018 and
Non-Executive Chairman
since November 2022.
Appointment
to the Board
January 2009
Appointment
to the Board
July 2010
Appointment
to the Board
Non-Executive Director
since June 2023, Senior
Independent Director and
Chair of Remuneration
Committee since
November 2024
Appointment
to the Board
September 2019
Appointment
to the Board
January 2022
Appointment
to the Board
November 2019
Tenure
8 years
Tenure
17 years
Tenure
15 years
Tenure
3 years
Tenure
6 years
Tenure
4 years
Tenure
N/A
Independent
Yes
Independent
No
Independent
No
Independent
Yes
Independent
Yes
Independent
Yes
Independent
No
Previous experience
Bruce brings a wide range
of strategic and leadership
expertise to the Board
with proven experience
of growing international
industrial businesses. During
his executive career, Bruce
was Chief Executive Officer
of Diploma plc. Prior to
joining Diploma, Bruce was a
director with the technology
and management consulting
firm Arthur D. Little Inc., both
in the UK and the USA.
Previous experience
Nick joined discoverIE as
Group Chief Executive in
2009. He started his career
as an electronics engineer
for Racal Defence (now
part of Thales plc), before
joining Toshiba and then
Hitachi’s European electronic
component businesses.
Prior to discoverIE, he
was General Manager
for electronics globally at
Electrocomponents plc.
Previous experience
Simon brings significant
financial expertise and
experience gained at an
international level. Prior to
joining the Group, he was
at Shire plc for nine years,
latterly as Global Head of
Finance and Deputy CFO,
and at ICI plc for six years in
various senior finance roles,
both in the UK and overseas.
His earlier career was spent
with Coopers & Lybrand
where he qualified as a
Chartered Accountant.
Previous experience
Celia brings many years
of senior management,
executive and board
experience in several FTSE 250
and FTSE 100 companies, and
has a good understanding
of international industrial
businesses that have grown
by acquisition. She spent her
executive career in Human
Resources, starting with Ford
Motor Company and then
KPMG, before moving on to
Tate & Lyle plc, Enterprise Oil
and Hays plc. More recently, at
Bunzl plc, she was a member
of the Executive Committee
responsible for HR and
sustainability.
Previous experience
Clive is a Chartered
Accountant and brings
wide-ranging experience in
senior financial roles to the
Board. Prior to retirement
from executive roles, he
spent almost 13 years as
Group Finance Director
of Spectris plc, having
previously held a number
of other senior finance
positions both in the UK and
overseas. He also served as
Senior Independent Director
and Audit Committee
Chairman of Spirax-Sarco
Engineering plc.
Previous experience
Rosalind has extensive
experience in sustainability
matters and currently
runs Kina Advisory, an ESG
consultancy. Previously,
she was VP, External
Affairs & Corporate Social
Responsibility at Tullow Oil
and held various roles at De
Beers SA, latterly as President
of De Beers Inc. in the USA.
Previous experience
Greg joined discoverIE
in November 2019 and is
responsible for legal and
company secretarial affairs.
He is a qualified lawyer
with extensive experience
of technology, corporate
and commercial matters.
His experience includes
five years at Wiggin & Co
LLP, with clients focused
predominantly in the
technology sector and, prior
to joining discoverIE, 16 years
at RM plc, with seven years as
General Counsel & Company
Secretary.
External appointments
Avon Technologies plc,
Non-Executive Director
and Chair.
External appointments
None.
External appointments
None.
External appointments
Volution Group plc,
Non-Executive Director
and Remuneration
Committee Chair.
Genus plc, Non-Executive
Director.
External appointments
Breedon Group plc, Senior
Independent Director and
Chair of the Audit & Risk
Committee.
Kier Group plc,
Non-Executive Director.
Trifast plc, Senior
Independent Director and
Chair of the Audit & Risk
Committee.
External appointments
GEM Diamonds Ltd,
Non-Executive Director.
WE Soda Ltd, Non-Executive
Director.
EnQuest plc, Non-Executive
Director.
External appointments
None.
Committee
membership
A
Audit and Risk
Committee
N
Nomination
Committee
S
Sustainability
Committee
G
Group
Management
Committee
R
Remuneration
Committee
Chairman of the
Committee
1–5 years – 2
6–10 years – 2
Over 10 years – 2
Independent – 4
Non-independent – 2
Financial StatementsAdditional Information
89 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Our governance arrangements help
ensure that we are well positioned for
continued growth”
Bruce Thompson
Chairman
The Group’s performance over the last year was underpinned by our governance arrangements. These structures help
ensure we are well positioned for continued growth and to meet the social and environmental challenges facing the
Group today.
Compliance with the UK Corporate Governance Code 2024
During the year ended 31 March 2026, the Company fully complied with the applicable requirements of the UK Corporate
Governance Code 2024 (the “Code”)
1
.
Section Progress made
Board Leadership and
Company Purpose
The Board leads from the front in setting the tone for the business and has established and
maintains a clear purpose, set of values and strategy, taking into account the interests of our
various stakeholders. The right resources, structures and processes are in place to ensure that
these are then implemented properly throughout the Group.
Division of Responsibilities The respective roles and responsibilities of the Executive and Non-Executive Directors are clear
and consistently applied, providing for constructive and effective dialogue and clear accountability.
Composition, Succession
and Evaluation
The Board has a healthy balance of skills, knowledge and experience and the appointment
process is rigorous and carefully applied. Annual evaluations keep the effectiveness of the Board
and its Committees under regular review to ensure this remains the case. During the year ended
31 March 2026, an externally facilitated performance review of the Board and its Committees was
completed.
Audit, Risk and Internal
Controls
During the year, the Board carefully identified, monitored and took decisions to mitigate the
potential impact of any risks to the Group. All of the Group’s principal risks are reported externally
in an open and transparent manner (see pages 79 to 84 for more details). This helps ensure
that the Company’s financial statements are fair, balanced and understandable. Effective risk
management is critical to achieving our strategy.
Remuneration Remuneration supports the Company’s strategy and is appropriate to the nature and size of the
business. The Board has clear processes in place and aims to report in a straightforward and easy
to understand way, with a view to providing external stakeholders with reassurance that pay,
performance and wider interests are aligned.
1
Provision 29 of the Code applies to the Company from its financial year ending 31 March 2027. In the year ended 31 March 2026, the Board focused on
strengthening its internal controls framework and preparing for implementation (see pages 107 to 108 for more details).
discoverIE is a strong business, with a clear purpose and set of values. This is
underpinned by a governance structure that enables the Group’s long-term
objectives to be met.
discoverIE Group plc Innovative Electronics90
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Current composition and changes
to the Board in the year
Details of the current members of the Board are set out on
pages 88 and 89.
Celia Baxter is Senior Independent Director and Chair of
the Remuneration Committee, Clive Watson is Chair of the
Audit and Risk Committee and Rosalind Kainyah is Chair of
the Sustainability Committee.
All of the Non-Executive Directors have considerable
expertise in their respective roles.
Section 172 Statement
The Board takes all of its duties seriously, including those
set out in section 172 of the Companies Act 2006. The
statement required by section 172(1), explaining how it has
taken those duties into account, can be found on pages 40
and 41.
Stakeholder engagement
We engage proactively with our stakeholder groups. Further
details can be found on pages 38 and 39 and pages 92 to 95.
Sustainability
Provision 1 of the Code deals with the Company generating
value over the long-term in the context of future risks and
opportunities. This is addressed in the Sustainability Report
and in the Risk Management section of this Annual Report
and Accounts. Further details of how climate-related risks
and opportunities are assessed and managed can be found
in the Sustainability Report.
Good governance
The Board keeps the Group’s governance frameworks
under regular review, especially in light of recent and
upcoming changes to the Code. Our purpose, culture and
values are communicated to our workforce through internal
newsletters, meeting colleagues in-person, town hall
meetings, digital channels and corporate brochures.
Our Purpose:
To create innovative electronics that help to improve the
world and people’s lives.
Values
■ Integrity – we act with honesty and openness, treating
our partners and stakeholders fairly
■ Quality – we strive for excellence and make constant
improvements that deliver superior value to our
customers
■ Empowerment – we inspire growth and innovation by
providing an entrepreneurial environment
■ Collaboration – we work together, trust and respect
each other
■ Positive impact – we care about the environment
and societies we live in and commit to making a
positive impact
Culture
■ Dedication and determination – driven by
empowerment and a sense of ownership
■ Customer centricity – allow employees closest to
the customers to make decisions that directly affect
customer satisfaction
■ Respect, fairness and equality – create an open and
inclusive environment in which everyone has an equal
opportunity to flourish and grow
■ Open communication – create a trusting environment
where information flows freely and collaboration thrives
■ Target driven – strive for results and high performance
Vision
To be a leading global innovator in electronics.
Mission
To design and manufacture innovative customised
electronics that help our customers create ever better
technical solutions around the world. We aim to achieve
this through a motivated, entrepreneurial and empowered
workforce that adheres to the highest ethical and quality
standards.
In doing so, we expect to create value for Shareholders,
while being seen as an attractive and responsible employer
and a trusted partner for customers and suppliers.
Strategy
To grow our business in custom and differentiated
electronics for niche industrial applications by focusing
on markets with structural, sustained growth prospects,
complemented by value-enhancing acquisitions.
This is underpinned by strong cash generation and our
commitment to the UN Sustainable Development Goals.
Strategic Priorities
This strategy comprises the following priorities:
■ Grow sales well ahead of GDP through the economic
cycle by focusing on sustainable, structural growth
markets
■ Acquire high quality businesses with attractive growth
prospects, strong and sustainable margins, and
discoverIE DNA
■ Generate efficiencies and improve operating margin
through effective pricing and increased product
innovation and differentiation
■ Reduce environmental impact by achieving net-zero
carbon emissions
Board Leadership
and Company Purpose
Financial StatementsAdditional Information
91 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
During the year, the Board assessed acquisition
opportunities, sustainability commitments, capital
deployment decisions and the Group’s risk appetite against
its strategic priorities, with the aim of ensuring that the
Group’s approach remains aligned to delivering long-term
growth and value creation. Progress against our objectives
is measured through our key strategic indicators. Details are
set out on page 11.
Employee engagement
Our employees are highly valued and skilled and we
depend upon their dedication and hard work for the
Group’s success. Our decentralised business model relies on
the expertise of our teams in different businesses and across
different locations. Our strategy recognises the benefits
of maintaining our businesses’ individual identities, whilst
contributing to the success of the Group overall. The Board
therefore considers it most appropriate that engagement
activities are carried out directly at a local level, with all
feedback received by any member of the Board shared with
the rest of the Board.
The below summarises why and how the Board and senior
management both from Head Office and within our
businesses engage, how it influences our strategic thinking,
the feedback we receive as to any key concerns, and other
factors that affect the day-to-day working environment.
Why we engage
■ The well-being, dedication and performance of our
people are critical to our continued success as a Group,
the products that are delivered to and relationships
maintained with customers and, as a result, the value
delivered to all of our stakeholders.
■ An engaged workforce can help us achieve
our long-term strategic goals.
■ Knowledgeable and well-trained employees help in
the continued development of new and innovative
products, both for us and our customers.
■ Strong working relations help attract and retain talent.
We aim for a well-motivated workforce and recognise that,
without their commitment, the Group would not have
achieved its various successes over the last several years.
This is both in terms of financial performance and our wider
contribution to tackling the issues facing the world today,
such as climate change and the need to reduce carbon
emissions. As such, it is important to the Board that our
colleagues know how highly they are valued and that it
recognises that our success depends on their continued
invaluable contribution to the Group.
How we engage
A range of employee engagement mechanisms are in
place, including employee surveys, performance evaluations,
ESG workshops, newsletters, apprenticeship and graduate
programmes, employee assistance programmes, employee
conferences and town hall meetings. The Board receives
updates at every meeting from the Group Chief Executive,
the Group General Counsel & Company Secretary and
other senior managers on a range of employee-related
matters, including any local issues encountered, health and
safety matters and the general health and well-being of
our workforce. This was particularly important during the
pandemic and more recently during the cost-of-living crisis.
The Audit & Risk Committee also receives details of any
whistleblowing reports, the steps taken to investigate, and
any follow-up actions identified as a result.
However, it is the personal interactions that the Board and
senior management have that provide the most direct
and valuable feedback. Since 2009, the Board has regularly
visited the Group’s operating sites, meeting management
and employees directly. These visits enable all members
of the Board to meet with people directly and because
the interaction is between all members of the Board, as
opposed to just one or two holding this responsibility, this
means that the Board is able to meet with a wider cross-
section of our global workforce. It also enables the different
experience and perspectives that each of our Board
members brings to contribute to engagement, thereby
fostering a much broader range of interactions than would
otherwise be the case.
Reviewing, embedding and
managing our culture
We embrace a decentralised operating model, and our
success hinges on a culture built on respect, fairness,
and equality, that empowers our teams locally, fosters
open communication, and unites us towards our shared
ambitions.
Engagement is conducted using a variety of methods,
starting within businesses at a local level, complemented
by oversight from Head Office, and by the Board engaging
directly. The diagram opposite provides a summary.
The Board assesses whether the desired culture is being
embedded through site visits, employee feedback,
internal audit findings and whistleblowing data, and uses
these inputs to challenge management where potential
misalignment is identified.
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The below provides a summary of the Board’s visits over the
last three years:
Date Board member(s) Site
January 2023
Bruce Thompson
Simon Gibbins
Tracey Graham
Nick Jefferies
Rosalind Kainyah
Clive Watson
Variohm
February 2023
Bruce Thompson
Nick Jefferies
Limitor
May 2023
Nick Jefferies
Simon Gibbins
Magnasphere,
Phoenix
America
September
2023
Celia Baxter Cursor Controls
October 2023
Celia Baxter Variohm
Eurosensor
November 2023
Celia Baxter Sens-Tech
January 2024
Bruce Thompson
Celia Baxter
Simon Gibbins
Tracey Graham
Nick Jefferies
Rosalind Kainyah
Clive Watson
MTC
April 2024
Bruce Thompson
Nick Jefferies
CPI, Phoenix
America, Shape,
Magnasphere,
Beacon
May 2024
Nick Jefferies DTI
July 2024
Nick Jefferies
Simon Gibbins
Positek
September
2024
Bruce Thompson
Celia Baxter
Simon Gibbins
Tracey Graham
Nick Jefferies
Rosalind Kainyah
Clive Watson
Internal
Conference and
Capital Markets
Day
January 2025
Nick Jefferies Sens-Tech
March 2025
Nick Jefferies Myrra China,
Noratel China,
DTI
Date Board member(s) Site
April 2025
Nick Jefferies CPI, Beacon,
Shape
Celia Baxter Women in
Engineering
& Operations
Seminar
October 2025
Bruce Thompson
Celia Baxter
Simon Gibbins
Nick Jefferies
Rosalind Kainyah
Clive Watson
Noratel Poland
Nick Jefferies
Simon Gibbins
Engineering &
Technical Sales
Forum
During these visits the Board seeks to better understand:
■ The nature of each business, the products it makes and
the customers and markets it serves
■ Any operational challenges or constraints that the
business may face
■ Opportunities that have been identified for future
product innovation and business growth
■ Employee morale and motivation, working conditions,
local skills and expertise, and the strength of relations
among the workforce generally and with the local senior
management team
■ Relations between the business and the wider Group
■ Where a business sits within a cluster of Group
companies, how that cluster is working together and the
opportunities and challenges that this brings
■ Possible future acquisition targets that may
complement the existing business
■ Any health and safety issues
In addition to regularly scheduled business reviews, several
members of the Group Management Committee (“GMC”)
conduct routine functional meetings and other site visits
with our businesses.
September 2024 Internal Conference
and Capital Markets Day
In September 2024, all of our businesses were
brought together in London for a two-day internal
conference and a Capital Markets Day. These events
provided an opportunity for Board members to have
one-on-one discussions with all of the senior leaders
across the Group and several members of their
respective teams. All businesses participated and all
Board members attended.
Financial StatementsAdditional Information
93 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Updates from these visits are reported to the Board, either
directly or via the Group Chief Executive. These reports
typically include the matters referred to above, thereby
enabling the Board to have oversight of workforce relations
and benefit from their collective input.
The Audit & Risk Committee also receives updates at every
meeting from the Risk & Internal Audit team, following
internal audits that have been conducted at each site. One
key item that is checked on all internal audits is that the
Group’s whistleblowing posters are clearly displayed at all
sites, so that if there are any matters that staff wish to raise
in confidence, and anonymously if preferred, they know the
channels through which they can do so. For further details
on our Global Whistleblowing Policy and the independent
helpline available to all staff globally, please see page 45.
As well as numerous visits throughout the year by members
of the GMC, an internal conference was held in September
2024 in London, bringing together over 100 of the Group’s
senior leaders, together with the Board and GMC. That
conference fostered further collaboration and knowledge
sharing between the Board, GMC and all of our global
businesses on a wide range of matters. This has led to a
number of initiatives which are still underway.
In addition, two seminars were held in 2025/26, the first
being a Women in Engineering & Operations Seminar in
April 2025, attended by Celia Baxter, which strove to connect
and develop female colleagues from across our operating
companies. The second was a wider Engineering & Technical
Sales Forum in October 2025, attended by Nick Jefferies
and Simon Gibbins, to further drive collaboration between
operating companies and promote knowledge-sharing.
One area of key focus for the Board is to ensure that the
right leadership teams are in place at all of our businesses.
As well as guiding those businesses generally, these leaders
shape the day-to-day experience of the people within
each of those businesses, and regular direct employee
engagement is delegated to them. On behalf of the Board,
the Nomination Committee regularly reviews the most
senior leaders throughout the Group.
Outcomes of engagement
The purpose of the various forms of engagement is as
follows:
■ To deepen the Board’s knowledge, by using the
expertise and insights of our workforce.
■ To assess the culture of the Group.
■ To identify any issues or concerns that staff may have.
■ To ensure that the voices of employees are heard.
The Group’s core strategy is well established and has been
settled for several years. As such, employee engagement
helps influence the Board’s decision-making as to how that
strategy is implemented in practice.
For example:
■ During the pandemic, it was crucial that our businesses
adapted to flexible working arrangements.
Noratel 100th anniversary
To mark its 100th anniversary, in October 2025, Noratel
delivered a global virtual celebration connecting
employees across all of its global sites. The Board of
discoverIE attended from the Noratel site in Poland,
reinforcing visibility and engagement. The event
fostered strong global unity, and a sense of pride
and belonging. Employees rated the experience
highly, reporting feeling part of a shared milestone,
strengthening the “One Noratel” culture and
demonstrating the impact of active leadership
engagement.
CASE STUDY
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■ Over the last few years, the need to support staff during
the cost-of-living crisis has been highlighted and
addressed. The Group’s Human Rights Policy includes
a commitment aiming to pay wages at rates that are
meaningfully ahead of minimum statutory rates.
As part of its annual review of pay and working conditions,
the Remuneration Committee received updates on
pay rises being given to our colleagues globally, how
they compared to local rates of inflation and how they
compared to local minimum wage requirements.
■ The Group closely monitored the political, economic and
social situation in Sri Lanka. Additional allowances, food
and transportation were consequently provided.
■ Regular webinars have been held for colleagues in
operating businesses across the Group to share best
practice and knowledge, covering a variety of topics
such as greenhouse gas emissions, technology deep
dives and finance.
■ Given the rise in living costs, the Group rolled out
an employee rewards programme across our UK
businesses to help support our employees through
these challenging times.
■ Employee assistance programmes in certain countries
provide employees with various types of support, such
as advice on financial difficulties, and mental health and
well-being.
The metrics and other measures that are used by the Board
to help assess employee relations include:
■ Staff turnover rates (see page 56 for more details)
■ Pay rates globally (both in absolute terms and in relation
to local inflation and minimum wages)
■ Accident frequency rates (see page 56 for more details)
■ Whistleblowing reports
■ Employee rewards programme registration and activities
■ The level of collaboration activities between businesses
■ Diversity (see pages 56 and 100 for more details)
■ Gender pay gap data (UK only)
Policies and procedures
The Board puts in place a range of policies and procedures
that support employees in their various business activities.
These policies consider the need to foster reasonable
business relationships with suppliers, customers and others,
the impact of the Group’s operations on its workforce, the
community and the environment, and the maintenance
of high standards of business conduct. Our policies and
procedures include the following:
■ Sustainability Policy
■ Human Rights Policy
■ Group Health and Safety Policy
■ Anti-Bribery and Corruption Policy
■ Business Ethics Policy
■ Whistleblowing Policy
■ Board Diversity Policy
■ Supplier Code of Conduct
■ Modern Slavery Statement
■ Conflict Minerals Policy
■ Environmental Policy
■ Group Tax Strategy
■ Stakeholder Engagement Policy
In addition to the above, clear and fair terms of employment
are in place throughout the Group. The Group remains
supportive of the employment and advancement of
disabled persons and full consideration is given to
applications for employment from disabled persons,
where the candidate’s particular aptitudes and abilities
are consistent with meeting the requirements of the
job. Opportunities are available to disabled employees
for training, career development and promotion. Where
existing employees become disabled, it is the Group’s policy
to provide continuing employment, wherever practicable,
in the same or an alternative position and to provide
appropriate training and support to achieve this aim.
Time allocation, Board and Committee meetings and attendance
During the year, attendance by Directors at Board and Committee meetings was as follows:
Committees
Director Board Audit and Risk Remuneration Nomination Sustainability
Overall
Attendance %
Bruce Thompson 6 / 6 – 3 / 3 2 / 2 3 / 3 100%
Celia Baxter 6 / 6 3 / 3 3 / 3 2 / 2 3 / 3 100%
Simon Gibbins 6 / 6 – – – 3 / 3 100%
Nick Jefferies 6 / 6 – – 2 / 2 3 / 3 100%
Rosalind Kainyah 6 / 6 3 / 3 3 / 3 2 / 2 3 / 3 100%
Clive Watson 6 / 6 3 / 3 3 / 3 2 / 2 2 / 3 94%
Time is provided at the start and the end of each meeting for the Chairman to meet privately with the Senior Independent
Director and Non-Executive Directors. The Board’s commitments are taken into account in the preparation and planning of
meetings to ensure that all Directors are able to allocate sufficient time to discharge their responsibilities.
Board approval is required prior to any Director accepting any external appointments.
Financial StatementsAdditional Information
95 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Board activities
Topic Key activities, decisions and outcomes in FY 2025/26 Key priorities in FY 2026/27
Strategy
■ Reviewed and approved the acquisitions of Storm
Interface and Trival Antene. The Board reviewed the due
diligence undertaken, future plans and prospects for
the acquired businesses, consideration of any associated
risks, and expected financial returns. Both acquisitions
completed and are now part of the Group
■ Reviewed the timing and implementation of the
merger of our Stortech and Contour businesses (merger
completed 1 April 2026)
■ Reviewed key strategic indicators (“KSIs”)
■ Reviewed and approved the growth targets and budget
for FY2025/26
■ Reviewed the Group’s approach to sustainability practices
and reporting, as well as priorities and progress against
targets. The Board’s guidance in helping determine our
approach to changing regulatory requirements helped
ensure that resources were appropriately allocated and
the impact of those changes was minimised
■ Consider acquisitions as identified
and determine the appropriate
course of action
■ Keep KSIs under review
■ Keep the Group’s dividend policy
under review
■ Continue to focus on international
growth in key markets, including
expansion within North America
Risk and risk
management
■ Carried out a robust assessment and determined the
Group’s principal and emerging risks (see pages 76 to 84)
■ Conducted a review of the Group’s cyber management
framework and agreed appropriate priorities and resource
allocation
■ Considered the Group’s exposure to climate-related and
other ESG risks
■ Conducted a review of the Group’s Anti-Bribery Policy, and
the Group’s Whistleblowing Policy, and approved updates
to bring those Policies into line with latest guidance
■ Reviewed and approved changes to the Group’s Export
Control Policy and associated framework
■ Reviewed internal audit reports and actions taken to
address findings identified. The reviews undertaken
helped management in its prioritisation and approach
both for specific findings and to risk generally
■ Continued work in preparation for the coming into force
of Provision 29 of the Corporate Governance Code 2024.
This included strengthening documentation, testing and
Board oversight of material controls (for more details see
pages 74, 105 and 107)
■ Review key risks and ensure that
the Group’s internal control process
remains appropriate
■ Completion of the work required
following the coming into force of
Provision 29 of the Code
■ Continued monitoring and
evaluation of cyber related risks
Governance
■ Conducted a review of the Group’s most senior leadership
team and ensured that appropriate succession plans are
in place
■ Received a presentation from the Head of Tax and agreed
the Group’s approach to tax matters
■ Updated the Terms of Reference for each of the Board’s
Committees
■ Signed off and published the Group’s modern slavery
statement
■ Engaged with institutional Shareholders, investors and
other stakeholders throughout the year
■ Reviewed and approved the 2025 Annual Report
■ Build further understanding and
plan actions in relation to new
regulations over the period
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Topic Key activities, decisions and outcomes in FY 2025/26 Key priorities in FY 2026/27
Organisational
capacity
■ Reviewed and approved proposed investments in
additional manufacturing capacity at Noratel sites in both
India and Norway
■ Monitored health and safety performance across the
Group and, as a result of Board review, issued additional
guidance to businesses on key risks or trends identified
■ Reviewed the Group’s funding arrangements and
approved a renewal of the Group’s revolving credit facility
(see page 83 for more details)
■ Received presentations by senior management on M&A
strategy and determined the appropriate prioritisation of
prospective targets and opportunities
■ Continue to monitor health and
safety performance across the Group
■ Consideration of the Group’s capacity
as it continues to grow
Board
development
■ Considered Board composition and succession plans,
including agreeing to conduct a shareholder consultation
on extending the term of the Chairman (see page 111 of
the Nomination Committee Report for more details)
■ Undertook an externally facilitated review of the Board, its
Committees and individual Directors (see page 101 of this
Report for more details)
■ Focus on increasing diversity both
for the Board and across the Group
more generally
Financial StatementsAdditional Information
97 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Division of
Responsibilities
discoverIE is led by a strong and experienced Board with a broad range of skills, experience and knowledge.
Throughout the year under review, the Board consisted of Bruce Thompson as Non-Executive Chairman, Celia Baxter as
Senior Independent Director, Rosalind Kainyah and Clive Watson as Non-Executive Directors, with Nick Jefferies as Group
Chief Executive and Simon Gibbins as Group Finance Director.
The Non-Executive Directors constructively challenge management proposals where appropriate and carefully monitor
management performance and reporting on an ongoing basis. The Company has both a Chairman and a Group Chief
Executive.
There is a clear division of responsibilities, which has been agreed by the Board, and a summary of their respective roles is
described below.
Role of the Chairman
■ Responsible for leading the
Board, which includes the
operation of the Board’s
overall procedures.
■ Providing a forum for
constructive discussion and
ensuring receipt of clear and
timely information.
■ Overseeing Corporate
Governance matters.
■ Leading the performance
evaluations of the Group
Chief Executive, the Non-
Executive Directors and
the Board.
The Chairman, in conjunction
with the Group Company
Secretary, ensures that Directors
receive a full, formal and tailored
induction to the Group and
ongoing training as relevant.
Role of the
Group Chief Executive
■ Leading the development and
implementation of the Group’s
strategy.
■ Communicating with
Shareholders and other
stakeholders.
■ Responsible for the day-to-day
management of the Group’s
businesses and reporting on
their progress to the Board.
■ Leading the Group
Management Committee.
The Group Chief Executive
is assisted in meeting his
responsibilities by the Group
Management Committee.
Role of the Board
■ Setting the strategy.
■ Oversight of the management
of discoverIE.
■ Review of KSIs.
■ Review of acquisitions and
corporate transactions.
■ Recommending or declaring
dividends.
■ Approval of financial
statements, business plans,
financing and treasury
matters.
■ Approval of major
capital expenditure and
commitments.
■ Maintaining sound internal
controls and risk management
systems.
■ Review of the Group’s overall
corporate governance.
■ Any litigation of a material
nature.
As set out on the following page, certain matters are delegated to the Group Management Committee and to the Audit and
Risk, Remuneration, Nomination and Sustainability Committees.
discoverIE Group plc Innovative Electronics98
CORPORATE
GOVERNANCE REPORT CONTINUED
Governance framework
The Board
Chaired by Bruce Thompson
The Board meets a minimum of six times a year.
It is accountable to Shareholders for the long-term success of the Group. This is achieved via a clear division of
responsibilities between the Chairman and Group Chief Executive, the setting of strategic aims and ensuring that the
necessary resources are in place.
Nomination
Committee
Chaired by
Bruce Thompson
The Nomination
Committee regularly
reviews the structure,
size and composition
of the Board and
its Committees. It
identifies and nominates
suitable candidates to
be appointed to the
Board (subject to Board
approval) and considers
diversity, culture, talent
and succession generally.
Audit and Risk
Committee
Chaired by
Clive Watson
The Audit and Risk
Committee has
responsibility for
overseeing and
monitoring the Group’s
financial statements,
accounting processes,
audit processes (internal
and external), the
Group’s approach to
risk management and
controls.
Remuneration
Committee
Chaired by
Celia Baxter
The Remuneration
Committee reviews and
recommends to the
Board the framework
and policy for the
remuneration of the
Chairman, the Executive
Directors and the Group
Management Committee.
The Committee ensures
that the remuneration
policy of the Group
reflects the Group’s
strategy.
Sustainability
Committee
Chaired by
Rosalind Kainyah
The Sustainability
Committee reviews the
Group’s ESG plans and
arrangements, seeking to
align with best practice
and underpinning the
long-term sustainability of
the Group.
Further information
on the Nomination
Committee is on
pages 110 to 111
Further information
on the Audit and Risk
Committee is on
pages 104 to 109
Further information
on the Remuneration
Committee is on
pages 116 to 137
Further information
on the Sustainability
Committee is on
pages 42 to 73
Group Management Committee
The Group Management Committee is chaired by Nick Jefferies, Group Chief Executive, and comprises Simon Gibbins,
the Group Finance Director, the Group Commercial Director, Head of Corporate Development, Group General Counsel
& Company Secretary, Group Financial Controller, Head of Tax, Head of Acquisitions, Head of Risk & Internal Audit, Head
of Investor Relations and Group Development, and Group Projects Director. Further information about Committee
members can be found on the Group’s website www.discoverIEplc.com.
The Committee typically meets 12 times a year (six times to discuss governance matters and six times to discuss
operational matters) and is responsible for the Group’s day-to-day operations, for delivering results, and for driving growth
and ensuring that this is done in a sustainable and ethical manner.
Financial StatementsAdditional Information
99 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Composition, succession
and evaluation
Current composition
The biographies of the current members of the Board are
set out on pages 88 and 89.
Work of the Nomination Committee
The Nomination Committee Report, which can be found
on pages 110 and 111, describes the work of the Nomination
Committee in ensuring that the Board continues to have
the right mix of skills, knowledge and experience, and the
process for ensuring that there is an effective process in
place for succession planning.
Independence
The independence of the Non-Executive Directors is
reviewed annually.
The Board considers that the Non-Executive Directors
bring strong, independent oversight and continue to
demonstrate independence. The Board recognises the
recommended term for Non-Executive Directors as set
out in the Code and is mindful of the need for suitable
succession.
Celia Baxter is the Senior Independent Director and is
available to Shareholders should they have concerns that
cannot be resolved through other channels.
Induction
All new Directors receive induction training on joining the
Board and are expected to regularly update and refresh
their skills and knowledge, with the Company providing the
necessary resources, as required. The induction programme
includes meeting with the Group’s senior management and
visits to key locations, as well as a comprehensive briefing pack.
Board composition
The composition of the Board, both as at 31 March 2026 and
as at the date of this Annual Report and Accounts, is set
out below:
■ The Board is 33% female
■ The Senior Independent Director (Celia Baxter) is female
■ The Board has one Director (Rosalind Kainyah) from a
minority ethnic background
discoverIE collects the data used for these purposes
from members of the Board and Group Management
Committee on a voluntary basis, with each person
confirming their gender and ethnicity. The senior positions
are defined as Chairman, Group Chief Executive (“CEO”),
Group Finance Director (“CFO”) and Senior Independent
Director (“SID”). The Group Management Committee is
considered to be the Company’s executive management as
defined by the Listing Rules.
Gender diversity
Number
of board
members
Percentage
of the board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in
Executive
Management
Percentage
of Executive
Management
Men 4 67% 3 8 73%
Women 2 33% 1 3 27%
Not specified / prefer not to say 0 0% 0 0 0%
Ethnic diversity
Number
of board
members
Percentage
of the board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in
Executive
Management
Percentage
of Executive
Management
White British or other White (including
minority-white groups) 5 83% 4 8 73%
Mixed / Multiple Ethnic Groups 0 0% 0 0 0%
Asian / Asian British 0 0% 0 3 27%
Black / African / Caribbean / Black
British 1 17% 0 0 0%
Other ethnic group, including Arab 0 0% 0 0 0%
Not specified / prefer not to say 0 0% 0 0 0%
discoverIE Group plc Innovative Electronics100
CORPORATE
GOVERNANCE REPORT CONTINUED
The Company confirms that, both as at 31 March 2026 and as
at the date of this Annual Report and Accounts, it meets the
targets on board diversity specified in Listing Rules 6.6.6(9)
and 14.3.30(1), save for the requirement for 40% of the Board
to be women (currently 33%). The reason for not meeting that
target is as follows. As explained in our Board Diversity Policy
(which can be found on our website at www.discoverieplc.
com/sustainability/company-policies), the Company is
committed to maintaining a diverse Board that is appropriate
for the size and nature of the Group and, at present, it has
been determined that this is met by maintaining a Board of
six Directors, comprising two Executive Directors and four
independent Non-Executive Directors. All of the current
Directors of the Board provide a valuable contribution to the
success of the Group, and it would be inappropriate to either
seek to remove one of the current male Directors and replace
them with a female Director, or to maintain a larger Board,
simply to enable the Company to confirm compliance with
this requirement. The current composition of the Board has
been considered as appropriate and in the best interests
of all stakeholders. If it is determined in future that a Board
of seven or more members is appropriate, we would target
maintaining a minimum 40% female board representation.
Re-election
In accordance with the Code, all Directors stand for
re-election annually at each Annual General Meeting.
Board Performance Review
In accordance with the Code, the Board and each of its
Committees undertake a review each financial year. During
the year ended 31 March 2026, the Company engaged
Gould Consulting to lead an externally-facilitated review of
the Board and its Committees. The Company has no other
relationship with Gould Consulting. An externally-facilitated
review will be conducted at least every three years.
A summary of the process and findings of the Board and Committee review are provided below.
Step 1
The external facilitator conducted individual
interviews with four members of the Board
to discuss a range of matters, including
strategic priorities, culture, alignment and
Board dynamics. This followed a review by
the external facilitator of all Board papers in
the previous 12 months, including the 2025
internal Board performance evaluation.
Step 2
A bespoke online questionnaire assessing
the performance of the Board and each of
its Committees was then created by the
external facilitator. This was circulated to all
members of the Board and the respective
Committees, along with regular internal and
external attendees at meetings of the Board
and each Committee. Responses to those
questionnaires were submitted online to the
external facilitator.
Step 3
Two observers from the external facilitator
attended a meeting of the Board and each
Committee.
Step 4
The external facilitator prepared a preliminary
report, summarising the responses received
to the questionnaires, and the observations
made by the attendees at the Board and
Committee meetings. That report was
provided first to the Chairman for review, and
then to the Company Secretary. A meeting
was then held to discuss the report.
Step 5
The external report was then finalised and
circulated to all members of the Board. It was
then discussed at the following Board meeting
and actions for improvement decided upon.
Summary of the 2026 Board review
Overall effectiveness and dynamics
The overall effectiveness of the Board and its dynamics were highly regarded.
Interaction among and between Board members was rated highly, with there
being a positive atmosphere and strong relationships, with healthy levels of
debate and challenge. The external facilitator noted that Board performance
outcomes in nearly all areas met or exceeded their proprietary FTSE benchmarks.
Strategy, purpose and culture
There was strong alignment on purpose and culture, reflecting in particular
the decentralised nature of the Group and its long-term growth ambitions. The
Group’s KSIs (see page 11 for more details) were viewed positively and provide
transparent, objective performance metrics for external stakeholders.
Board composition
The composition of the Board was positively rated, with clarity over respective
roles and responsibilities, and a strong contribution from all members of the
Board. Succession plans were agreed as appropriate.
Board’s expertise and knowledge
The Board’s understanding of the Group, and of the views of major investors
and other stakeholders was rated positively, and all members of the Board were
especially keen to continue visits to our operating businesses to interact with
staff directly (see page 93 for a summary of recent visits). It was agreed that it was
important for external attendees to continue attending meetings to present on
specialist topics, such as cyber risk and artificial intelligence. It was also agreed
that it was important for leaders from the Group’s business units to attend Board
meetings to ensure that the Board is kept sufficiently appraised of developments
in those businesses and a schedule for the forthcoming year has been agreed.
Management of meetings
The management of meetings and the structure of the Committees, together
with Board support, were appropriate. However, potential improvements were
identified regarding the scheduling of certain items and the format and content
of certain Board materials.
Risk management
The effectiveness with which the Board takes risk into account when making
decisions was positively rated, including the operation of both the Audit & Risk
Committee and the Sustainability Committee. The Group’s approach to risk is set
out in the Risk Management section of this Annual Report on pages 74 to 78, and
the Group’s approach to sustainability matters is described in the Sustainability
Report on pages 42 to 73. The way in which recent and upcoming regulatory
changes have been addressed was highly regarded.
Financial StatementsAdditional Information
101 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Audit, risk and internal control
The Strategic Report notes that delivering the Group’s
strategic priorities in a sustainable and responsible manner
requires careful consideration to be given by the Board to
the nature and level of risks that the Group should accept.
The Board’s approach to risk generally, including the
identification, management and mitigation of risks
(including internal controls), is described in further detail in
the following sections of this Annual Report and Accounts:
■ Our approach to Risk Management is described on
pages 74 to 78.
■ The Group’s Principal Risks and Uncertainties are set out
on pages 79 to 84.
■ The Audit and Risk Committee Report on pages 104 to
109 summarises how the Committee provides oversight,
and supports the Board, in relation to audit, risk and
internal controls generally.
■ The Board’s approach to climate-related risks and
opportunities can be found on pages 58 and 59.
Remuneration
The Board’s approach to remuneration is set out in the
Remuneration Report (see pages 116 to 137).
Approval
This Corporate Governance Report has been approved by
the Board and signed on its behalf by
Greg Davidson
Group General Counsel and Company Secretary
discoverIE Group plc Innovative Electronics
CORPORATE
GOVERNANCE REPORT CONTINUED
102
Financial StatementsAdditional Information Strategic ReportCorporate Governance
103 Annual Report and Accounts for the year ended 31 March 2026
Clive Watson
Chair of the Audit
& Risk Committee
Members
Member since
Clive Watson (Chair) 2019
Rosalind Kainyah 2022
Celia Baxter 2023
The Group Company Secretary acts as Secretary to
the Committee.
The Committee will
continue to engage closely
with management, to
monitor developments in
best practice and ensure
the Group’s approach to
internal controls and risk
management remains robust
and appropriate.”
Dear Shareholder,
I am pleased to report on the activities of the Audit and Risk
Committee (the “Committee”) during the year under review.
Role of the Committee
The Committee’s role is central in bringing together
the Group’s risk management activities and control
framework to ensure adherence to policies, the integrity
of financial reporting and the maintenance of a strong,
risk-focused culture. The Committee oversees and reviews
the management of risk, financial results, and the Group
Internal Audit function. This includes reviews of recent and
upcoming regulatory changes and the Group’s exposure
to all risks and opportunities, including those related to
climate change and the changes to the UK Corporate
Governance Code announced in January 2024. During the
year, the Committee discharged its duties under its Terms
of Reference, and in line with the FRC’s Minimum Standard.
As Chair of the Audit and Risk Committee, I attend the
Annual General Meeting and make myself available for any
Shareholder questions within the Committee’s remit.
Key responsibilities of the Committee:
■ Consideration of the appropriateness of the accounting
principles, policies and practices adopted in the Group’s
accounts
■ Review of external financial reporting and associated
announcements to ensure they are fair, balanced and
understandable
■ Managing the appointment and remuneration of the
Group’s external auditor, together with an assessment
of the effectiveness and independence of the audit,
including the policy on the award of non-audit services
■ Initiating and supervising a competitive tender process
for the external audit, as and when required
■ Oversight of the Group Internal Audit function
■ Ensuring the effectiveness of the Group’s risk
management processes and internal controls
■ Oversight of, and updates to the Group Risk Register
■ Oversight of the Group’s whistleblowing procedures
in conjunction with the Board. Where issues are
reported that require further investigation, this is
typically conducted by the Group Internal Audit
function, which reports back to the Committee as to its
findings and whether any further action is necessary or
desirable. Additionally, where any investigations reveal
wrongdoing, or where remedial actions are required, the
Committee maintains oversight of those actions until
such time as it is satisfied that the underlying issues
have been adequately addressed.
■ Monitoring compliance with the UK Corporate
Governance Code
Meetings
During the year, the Committee met three times and also
met privately with the external auditor. The Committee
comprised the people shown in the table above, all of whom
are Non-Executive Directors.
discoverIE Group plc Innovative Electronics104
AUDIT AND RISK
COMMITTEE REPORT
In addition to the Committee members, the Group
Chairman, Group Chief Executive Officer, Group Finance
Director, Group Financial Controller, representatives from
the external auditor, the Head of Risk and Internal Audit,
the Head of Group Reporting, and the Group Head of
Infrastructure and Support attended some or all of these
meetings by invitation. As Chair of the Committee, I
maintain direct communication with the external auditor
and the Head of Risk and Internal Audit, independently of
the management of the Group.
Meetings of the Committee are scheduled so as to ensure
the Committee is informed fully, and on a timely basis, on
areas of significant risks and judgement. The Committee
also receives sufficient, reliable and timely information
from management on significant changes to financial
accounting standards and reporting requirements,
regulatory and governance changes and developments
concerning risk management, fraud prevention and
detection, and cyber security. As Chair of the Committee, I
report to the Board on any significant matters arising from
the activities of the Committee.
The Board is satisfied that the members of the Committee
have both recent and relevant experience (as set out on
pages 88 and 89). The Committee is satisfied that the
Group’s executive compensation arrangements do not
prejudice robust controls and good stewardship.
Committee activities during FY 2025/26
and FY 2026/27 to date
May 2025
■ Reviewed the results of the external audit of the 2025
Annual Report and Accounts
■ Reviewed the going concern and viability statements
■ Reviewed the 2025 Annual Report and Accounts,
including assessing and confirming the presentation of
the consolidated Statement of Profit and Loss and that
the Report was fair, balanced and understandable
■ Assessed and agreed the independent status of the
external auditor
■ Discussed the overall adequacy and effectiveness of
the Group’s internal controls and reviewed the Group
Internal Audit function’s annual opinion on the Group’s
control framework
■ Reviewed the half yearly update of the Group Risk
Register, including agreeing key risks for inclusion in the
2025 Annual Report and Accounts
November 2025
■ Reviewed half-year results and judgemental
accounting areas
■ Reviewed the external auditor’s preliminary view of FY
2025/26 audit planning considerations
■ Reviewed the half yearly update of the Group Risk Register,
including risk reporting by each operating business
■ Approved the Group’s material controls and assurance
framework for complying with Provision 29 of the UK
Corporate Governance Code due to come into effect
from 1 January 2026 (effective for the Group from
the financial year ending 31 March 2027), including
requesting the completion of a dry run exercise to be
delivered for FY 2025/26
■ Reviewed a fraud risk assessment undertaken by the
Risk & Internal Audit team
January 2026
■ Reviewed the external audit planning report for the
2026 Annual Report and Accounts (including review and
approval of audit scope)
■ Reviewed and approved the 2026 Annual Report
and Accounts timetable along with the approach for
ensuring the Annual Report would be fair, balanced and
understandable
■ Agreed a risk management and internal audit
programme and resource requirements in detail for
FY 2026/27, and at a higher level for the following three
years to ensure all businesses would be audited over a
four-year cycle
■ Agreed the assurance mechanisms for the Group’s
material controls in line with Provision 29 of UK
Corporate Governance Code
■ Annual review and update of the Non-Audit
Services Policy
■ Annual review and update of the Group’s Tax Strategy
■ Reviewed the Group’s Anti-Bribery & Corruption Policy
and its implementation
May 2026
■ Reviewed the results of the external audit of the 2026
Annual Report and Accounts
■ Reviewed the going concern and viability statements
■ Reviewed the 2026 Annual Report and Accounts,
including assessing and confirming that the Report was
fair, balanced and understandable
■ Assessed and agreed the independent status of the
external auditor
■ Discussed the overall adequacy and effectiveness of the
Group’s internal controls, including reviewing the Group
Internal Audit function’s annual opinion on the Group’s
control framework
■ Reviewed the results of the dry run exercise to provide
assurance over the Group’s material controls in line with
Provision 29 of the UK Corporate Governance Code,
including actions to improve the process for the next
financial year
■ Reviewed progress against the recommendations
arising from the self-assessment of the Internal Audit
function’s effectiveness
■ Half-yearly review of the Group Risk Register, including
agreeing key risks for inclusion in the 2026 Annual
Report and Accounts
Financial StatementsAdditional Information
105 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Standing items
The following matters were covered at all
of the above Audit and Risk Committee
meetings:
■ Private session with the external auditor without
management presence
■ Update on internal audits conducted and progress with
management’s implementation of actions
■ Update on alignment of newly acquired businesses to
Group policies and procedures
■ Review of regulatory updates
■ Update on progress in complying with the revised
requirements of Provision 29 of the UK Corporate
Governance Code
■ Update on risk management projects
■ Update on fraud and whistleblowing reports
After each meeting of the Committee, the Chair of the
Committee reports to the Board, to enable the Board to
discharge its responsibilities.
Fair, balanced and understandable
The Committee has, at the request of the Board, reviewed
this year’s Annual Report and Accounts to assess whether
it presents a fair, balanced and understandable view of
the Company’s position and prospects. The Committee’s
review took account of the process by which the Annual
Report and Accounts are prepared, which includes analysis
of changes to applicable reporting requirements and
standards, and a robust schedule of review and verification
by senior management and external advisers to ensure
disclosures are accurate. The Committee is satisfied that,
taken as a whole, the Annual Report and Accounts is fair,
balanced and understandable and provides the information
necessary for Shareholders to assess the Group’s position
and performance, business model and strategy, and has
advised the Board accordingly.
Significant accounting matters
considered and decisions taken
As part of the monitoring of the integrity of the financial
statements, the Committee assesses whether suitable
accounting policies have been adopted and whether
management has made appropriate estimates and
judgements. The viewpoint of the external auditor is sought
when undertaking these assessments.
During the year, the Committee’s review of significant
accounting and financial reporting issues included a focus
on the following key areas:
Impairment of goodwill
Consideration of the carrying value of goodwill and the assumptions underlying the impairment
review. The judgements in relation to goodwill impairment largely relate to the assumptions
underlying the calculations of the recoverable amount of each of the Group’s four operating units
being tested for impairment, primarily the achievability of long-term plans and macroeconomic
assumptions underlying the valuation process. The assumptions are sensitised to ensure that
there is adequate headroom between the recoverable amount and the carrying value of the four
operating units being tested for impairment.
Accounting for
acquisitions
A review of the accounting for acquisitions in FY 2025/26, including the appropriateness of
the assumptions used in assessing the fair value of the assets and liabilities acquired, as well
as assumptions used to estimate the fair value of the contingent consideration at its initial
recognition and its subsequent measurement, including discount rate and trading forecasts.
Valuation of the legacy
defined benefit pension
scheme
A review of the appropriateness of the assumptions used in the valuation of the legacy defined
benefit pension scheme under IAS 19 – Employee Benefits.
The recognition
and valuation of
judgemental provisions
A review of the appropriateness of the assumptions used in the recognition and valuation
of judgemental provisions, which relate mainly to onerous contracts, inventory, severance,
indemnities, acquisition earn-out arrangements, long-term incentive plans, restructuring and
integration.
Presentation of
adjusted profit
adjustments
A review of the appropriateness of items disclosed as acquisition and disposal-related costs/
(credit) (including amortisation of acquired intangibles and acquisition and disposal expenses)
in the Supplementary Statement of Profit or Loss Information and notes to the Group Financial
Statements, in line with the Group’s stated policy.
Climate-related
financial disclosures
An evaluation of the impact of climate change on the Group in accordance with the TCFD
framework. The process involved a review of risks and opportunities from climate change and
evaluating the quantifiable financial impact on the Group under different climate change
scenarios.
Going concern and
viability-related
financial disclosures
A review of the paper prepared by management on the Group’s going concern and viability
assessment, including underlying forecasts, cash flow assumptions and downside scenarios.
discoverIE Group plc Innovative Electronics106
AUDIT AND RISK
COMMITTEE REPORT CONTINUED
The Committee was satisfied that each of the matters set
out above had been fully and adequately addressed by
the Executive Directors and then reviewed by the external
auditor, and that the disclosures made in this Annual Report
and Accounts were appropriate.
In respect of each significant matter reviewed, the
Committee considered the assumptions made, the
reasonableness of judgements made and how such matters
have been presented. The Committee evaluated and
challenged each of these to ensure that the Annual Report
and Accounts are complete and accurate in all material
respects.
Tax and Treasury
The Committee typically meets annually with the Head
of Tax and the Group Treasurer to review the key tax and
financing matters affecting the Group and to understand
the areas of focus in the forthcoming year.
Risk management and internal controls
The Board has overall responsibility for the Group’s risk
appetite and risk management strategy, including
determining the nature and extent of the risks it is willing
to take in achieving the Group’s strategy and objectives.
In order to discharge these duties effectively, the Board
is also required to ensure the effectiveness of the risk
management strategy and framework, and internal controls
systems.
Oversight of risk management is undertaken by the
Committee, in accordance with its terms of reference. In
order to ensure the effectiveness of the risk management
and internal control systems, the Committee undertook a
number of key activities during the year, including:
■ Consideration of the risk management activities during
the year, including a particular focus on cyber security,
and any related incidents, including how those incidents
were handled and whether any action was required,
either in response to the specific incident itself or in the
business more widely in response to lessons learnt from
any such incident
■ Review of risk management and reporting to ensure
effectiveness and that the balance between risk and
opportunity was in keeping with the Group’s risk
appetite
■ Regular meetings with members of senior
management and the Group Internal Audit function
■ Review of reports on control matters and challenge of
management’s response to any matters raised
■ Review of the maturity assessment conducted against
the Group’s Risk Management function to ensure that it
continues to align with best practice
■ Evaluation and challenge of the results and
recommendations of audits undertaken by the Group
Internal Audit function and the external auditor
■ Review of the resource requirements of the Group
Internal Audit function
■ Review of the annual Audit and Risk Committee agenda
Preparation for changes in audit
and governance reform
The Audit and Risk Committee, on behalf of the Board,
has continued to oversee the Group’s preparations
for compliance with Provision 29 of the UK Corporate
Governance Code, which will require the Board to make
an explicit declaration on the effectiveness of the Group’s
material internal controls from 2027.
During the year, the Committee has reviewed and agreed
the Group’s approach to identifying and documenting its
material controls, together with the supporting assurance
and reporting mechanisms required to underpin the
Board’s future declaration. This builds on the Group’s
established risk management and internal control
framework and supports a structured and robust basis for
ongoing monitoring and review.
Further enhancements to the Group’s internal control
and risk management processes have been implemented
during the year, and the Committee is encouraged by
the continued progress in enhancing the maturity of the
Group’s control environment.
Key activities undertaken include:
■ Embedding critical controls aligned to the Committee of
Sponsoring Organizations of the Treadway Commission
(“COSO”) 2013 framework, including completion of
associated remediation actions
■ Issuing updated Group Accounting and Internal
Controls Manuals to all Group companies
■ Issuing an updated Group Reporting Manual
■ Rolling out and embedding a revised Cyber Security
Framework aligned to the Center for Internet Security
(“CIS Critical Security Controls v8”)
■ Further embedding the Group’s governance, risk
and compliance (“GRC”) system to support the
documentation, testing and evidencing of internal
controls
■ Defining a target operating model for risk, control and
internal audit
■ Receiving regular and detailed updates at each
Committee meeting on progress against the internal
controls enhancement programme
In line with its oversight responsibilities, the Committee
also requested a full dry run of the processes supporting
the Provision 29 declaration. This exercise was completed
following the year end and provided valuable insight into
the operation of the Group’s control framework, including
the effectiveness of reporting and assurance processes.
The Committee has reviewed the outcomes of this exercise
and is monitoring the implementation of identified
improvements, which will further strengthen the Group’s
readiness for compliance.
The Committee will continue to engage closely with
management and monitor developments in best practice
and regulation to ensure the Group’s approach to internal
controls remains robust and appropriate.
Financial StatementsAdditional Information
107 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
The corporate criminal offence of failure to prevent fraud
came into effect on 1 September 2025. The Committee
has maintained a specific focus on overseeing the Group’s
response to this legislation. Actions taken include the
introduction of annual fraud risk assessments, the issuance
of guidance on fraud risk indicators (‘red flags’), and the
rollout of targeted training across the Group.
In addition, the Group has enhanced its Export Control
Framework during the year, including refreshing risk
assessments, strengthening guidance and support
provided to operating companies, and rolling out
mandatory training. These activities further support
the Group’s broader risk management framework and
compliance obligations.
Together, these initiatives complement the Group’s
preparations for Provision 29 and contribute to the
continued strengthening of the overall control environment.
Throughout the year, the Committee has monitored the
Group’s internal control and risk management systems and,
at its May meeting, carried out a review of their effectiveness.
Internal Audit
The primary role of the Group Internal Audit function is to
provide independent, risk-based assurance, together with
advice and insight, to support the continuous improvement
of the Group’s governance, risk management and internal
control processes. Its remit extends across discoverIE Group
plc and all of its subsidiaries.
During FY2025/26, the function operated with three full-
time employees, supplemented by external consultants and
outsourced providers where appropriate. Further details of
its activities are set out in the Risk Management section on
pages 74 to 78.
The Committee has overall responsibility for reviewing the
effectiveness of the Group’s risk management and internal
control framework, including oversight of the Internal
Audit function. In doing so, the Committee ensures that
Internal Audit has unrestricted scope, appropriate resources,
and full access to information necessary to perform its
role effectively. The adequacy of resources available to the
function was considered during the year.
The Committee receives regular reports on internal audit
activity, including key findings and management’s progress
in implementing agreed actions.
I meet regularly with the Head of Risk and Internal Audit
outside of formal Committee meetings to support the
effective discharge of the function’s responsibilities
and to discuss emerging matters, including regulatory
developments. During the year, the following activities were
undertaken on behalf of the Committee:
■ Review and approval of the Internal Audit Charter
(November 2025)
■ Input into the Risk and Internal Audit plan for FY26
(January 2026)
A programme of internal audit work was completed
during the year, focusing primarily on internal financial
and operational controls across the Group’s businesses,
with particular attention given to recently acquired entities.
Additional internal audit work is outsourced where this is
considered appropriate.
The Internal Audit function last underwent an External
Quality Assessment (“EQA”) in August 2022. During the year,
the function completed a self-assessment against the revised
IIA Global Internal Audit Standards, and the Committee
is monitoring the implementation of any actions arising
from this review to support continued alignment with best
practice. A further EQA is scheduled for FY28.
Control Environment
While no system of controls can provide absolute assurance
against material misstatement or loss, the Group’s systems
are designed to manage, rather than eliminate, the risk of
failure to achieve business objectives and provide reasonable,
and not absolute, assurance against material misstatement
or loss. As part of the annual review of the effectiveness of
the Group’s internal controls, the Committee, on behalf of
the Board, has regard to the design of the risk management
framework, including the three lines of defence model, the
significance of the risks involved, the likelihood and severity
of an event occurring, and the costs associated with any
relevant controls. The formal Annual Opinion for FY 2025/26
issued by the Group Internal Audit function was reviewed
by the Committee, concluding that there were no material
failings or weaknesses identified in the Group’s internal
control systems. Where improvements are identified through
internal audits or through the Group’s external audit remedial
actions are put in place and progress monitored by the Audit
& Risk Committee.
The principal components of the Group’s systems of
control are:
■ A well defined organisational structure with short and
clear reporting lines
■ Recruitment of high-quality staff
■ An ongoing process for the identification, regular
review and management of the principal risks and
issues affecting the business, both at Group and
operating levels
■ In-house and outsourced internal audit activities
■ An ongoing review of regulatory compliance
■ A regular review of the principal suppliers and
customers of the Group, and how each impacts upon
the Group’s businesses
■ A comprehensive planning process, which starts with a
strategic plan and culminates in an annual budget and
a long-term plan
■ Regular rolling forecasting throughout the year of
orders, sales, profitability, cash flow, working capital and
balance sheets
■ A monthly review of operating company performances
against budget and forecast, plus bi-monthly reviews by
the Group Management Committee and Board
discoverIE Group plc Innovative Electronics108
AUDIT AND RISK
COMMITTEE REPORT CONTINUED
■ Clearly defined procedures for the authorisation of
major new investments and commitments
■ A requirement for each operating company to maintain
a system of internal controls appropriate to its own local
business environment, recognising that where individual
businesses are small there are inherent limitations.
The Finance team is responsible for producing financial
information that is timely, accurate and in accordance with
applicable laws and regulations. In addition, it is responsible
for the distribution of financial information, both internally
and externally. Key financial and operational performance is
reported on a timely basis and measured against both the
Board approved budget, management’s rolling forecasts
and comparable information from prior periods. A review
of the financial statements is completed by management
to ensure that the financial position and results of the
Group are appropriately reflected. All financial information
published externally by the Group is approved by the Board.
The above procedures apply to discoverIE Group plc and all
of its subsidiary companies.
External audit
The Committee is responsible for managing the relationship
with the Group’s external auditor on behalf of the Board
including their appointment, remuneration, independence
and performance.
During the year, the Committee’s activities in respect of
external audit were as follows:
■ Considering and approving the reappointment of
Deloitte as the external auditor as a resolution at the
2025 Annual General Meeting
■ Considering and approving the audit approach
and scope of the audit undertaken by Deloitte and
related fees
■ Agreeing reporting materiality thresholds
■ Reviewing reports on audit findings
■ Considering and approving letters of representation
issued to the external auditor
■ Considering the independence of the external auditor.
Audit performance and effectiveness
The performance and effectiveness of the external
auditor, and the related audit, is reviewed annually by the
Committee. This covers the robustness of the audit at both a
Head Office and entity level.
The review covers the following:
■ Robustness of the audit plan and, in particular, the
identification of significant risks
■ Execution of the above plan, including the external
auditor’s ability to challenge management on key
accounting judgements and assumptions adopted
■ Ensuring the external auditor demonstrates a deep and
thorough knowledge of the business to enable them
to reach appropriate conclusions on key accounting
judgements
■ Quality of reports provided to the Committee
■ Communication between the external auditor and the
Committee
■ Feedback from management on the quality of the
audit team
■ Professional scepticism of the external auditor.
The Committee concluded that the audit team had the
necessary professionalism, experience and understanding
of the business to carry out a thorough and robust audit in
FY 2025/26.
External auditor independence
The Committee believes that the provision of non-audit
services to the Group is closely related to external auditor
independence and objectivity. The Committee recognises
that the independence of the external auditor may risk
becoming compromised if it also acts as the Company’s
consultant and adviser to any material extent.
The Committee accepts that certain work of a non-audit
nature is best undertaken by the external auditor. The
Committee reviewed its policy on the provision of non-audit
services during the year to ensure that there is no likelihood
of any impairment of external auditor independence or
objectivity.
Fees for non-audit services provided by the external
auditor during the financial year totalled £6,500
(FY 2024/25: £83,500). Of that total of £nil related to
the interim review (FY 2024/25: £80,000) and £6,500
(FY 2024/25: £3,500) related to reporting required by
regulators in overseas countries. These were not considered
to adversely impact the independence of the external
auditor, were in line with the Group’s policy on non-audit
services and were permissible under ethical standards.
Key areas of focus in 2026/27
■ Continuing assessment of ESG-related risks and
reporting requirements
■ Monitoring the Group’s activities to comply with the
revisions to the UK Corporate Governance Code effective
from January 2025. Specifically, implementing the
lessons learned from the 2025/26 dry run to provide
assurance over material controls to support the Group
meeting the reporting requirements of Provision 29 of
the Corporate Governance Code.
Terms of reference
The Committee’s terms of reference are available upon
request and are on the Company’s website:
www.discoverIEplc.com
Clive Watson
Chair of the Audit and Risk Committee
2 June 2026
Financial StatementsAdditional Information
109 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Bruce Thompson
Chair of the Nomination
Committee
Members
Member since
Bruce Thompson (Chairman) 2018
Celia Baxter 2023
Nick Jefferies 2009
Rosalind Kainyah 2022
Clive Watson 2021
The Group Company Secretary acts as Secretary to
the Committee.
Recent reviews continue to
confirm the Committee’s
belief in the strength
and talent of the Group’s
management teams and
wider employee population.”
2025/26 key achievements
■ Review of succession planning for the Board and senior
Group roles
■ Extended the term of appointment for Clive Watson
■ Identified priorities for the coming year
Key areas of focus in 2026/27
■ Shareholder consultation relating to the extension of the
term of Bruce Thompson
■ Review of talent and succession planning for key
business management teams
■ Continuing focus on diversity across the Group
■ Continued evaluation of knowledge and skills
Dear Shareholder,
During the year, the Committee met twice, with all
Committee members attending (other than where
re-appointment related to a member who was conflicted)
and participating in a separate evaluation process, which
identified areas for improvement. The Committee’s
recommendations were made after careful consideration of
the independence, performance and ability to continue to
contribute to the Board of the relevant people, in the light of
the knowledge, skills, commitment and experience required.
Composition
The majority of the Committee members are independent
Non-Executive Directors. During the year under review,
the Committee was chaired by me, with Celia Baxter, Clive
Watson, Rosalind Kainyah and Nick Jefferies as Committee
members.
The Committee specifically considered the size and
composition of the Board in FY2025 and, given the size and
nature of the Group, determined that it was appropriate at
the time to maintain a Board of six Directors, comprising
four Non-Executive Directors and two Executive Directors.
During the year ended 31 March 2026 this was reconsidered
by the Committee and it was agreed that this remained
appropriate.
Key responsibilities
The Committee’s key duties are:
■ To review the structure, size and composition (including
the skills, knowledge and experience) of the Board and
to recommend changes where appropriate
■ To consider succession planning for the Directors and
the right balance of skills, knowledge, experience and
diversity on the Board
■ To identify and nominate candidates to fill Board
vacancies, having previously prepared a description
of the role and capabilities required for a particular
appointment
■ To review the leadership needs of the organisation, both
executive and non-executive
discoverIE Group plc Innovative Electronics110
NOMINATION
COMMITTEE REPORT
■ To make recommendations to the Board on the
reappointment of any Non-Executive Director at the
conclusion of their specified term of office and on
appointments to the Audit and Risk, Remuneration and
Sustainability Committees
■ To review, as part of the annual assessment exercise, the
time commitment of the Non-Executive Directors to the
role and to their external appointments.
Appointment of Directors
The Committee’s principal role is to make
recommendations to the Board on suitable candidates to
fill Board vacancies as and when they arise, or when other
changes or appointments may be desirable. In managing
this process, the Committee takes into account the Board’s
existing balance of skills, knowledge and experience and
has due regard for diversity. Unless the appointment is as an
Executive Director, for which a suitable candidate is available
from within the Group, the Committee will create a shortlist
of suitable candidates for final selection by the Committee.
References from appropriate third parties will then be taken
on the prospective Director. Candidates meet all members
of the Committee, which then makes recommendations to
the Board. Adopted practice is for all members of the Board
to meet with the relevant candidate before an appointment
is made.
Diversity
The Board is committed to a culture which attracts and
retains talented people and to ensure that a proper process
exists for succession planning for the Board and senior
management.
The Company’s Board Diversity Policy can be found on the
Company’s website www.discoverIEplc.com.
Please see page 56 of this report for a summary of the
Group’s current gender diversity and page 100 of the
Corporate Governance Report for the current Board
composition.
Succession planning
As part of the Committee’s succession planning, the tenure
of the Chairman was considered. I did not take part in the
Committee’s consideration of this matter, which was led by
Celia Baxter as Senior Independent Director.
I joined the Board in February 2018 and will reach nine years’
service in February 2027, at which point I will have served
just over four years as Chairman. Following consultation
with key Shareholders in April 2026, the Committee agreed
to extend my tenure as Chairman until conclusion of the
Annual General Meeting in 2030, subject to annual re-
election by shareholders at each Annual General Meeting
and ongoing review by the Committee.
In reaching this decision, the Committee considered
the importance of continuity and effective succession
planning at Board level, including the timing of anticipated
changes to other non executive Board leadership roles,
and the relevance of my experience in leading and
growing decentralised international businesses similar to
discoverIE. In light of the supportive responses received
from Shareholders during the consultation, the Committee
concluded that a time-limited extension would best support
the next stage of the Group’s growth and transition.
Terms of reference
The Committee’s terms of reference are available
upon request and are on the Company’s website:
www.discoverIEplc.com
Bruce Thompson
Chairman of the Nomination Committee
2 June 2026
Focus on talent and succession
■ The Committee oversees and reviews the output
from regular reviews of the Group’s key roles and
talent carried out by the Group Management
Committee.
■ A comprehensive review was conducted in
FY2025, with the process covering over 100 people
from across the Group’s senior management
teams. In the year ended 31 March 2026, the
Committee conducted a review of the Board
and of the most senior leaders in the Group. The
Committee considers it crucial to maintain a
regular programme of such reviews.
■ Reviews such as these help ensure that long-
term and emergency succession plans are in
place for all senior/key roles. It also considers the
personal aspirations and opportunities for the
people in those roles, as well as both cultural
alignment and diversity across the wider Group.
■ Both the review conducted in FY2025, and the
more recent review, confirmed the Committee’s
belief in the strength and talent of the Group’s
management teams and wider employee
population.
Financial StatementsAdditional Information
111 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Greg Davidson
Group General Counsel
& Company Secretary
The Board believes that, as an
acquisitive growth company,
maintaining a progressive
dividend policy is appropriate
to enable both dividend
growth and a higher level of
investment from internally
generated resources.”
The Directors’ report for the financial year ended
31 March 2026 is set out below.
Certain matters required to be included in the Directors’
report are included in the Strategic report, as the Board
considers them to be of strategic importance, as follows:
Section Progress made
Future business
developments
Throughout the Strategic Report
(pages 01 to 87)
Risk management
Risk management and principal
risks and uncertainties
(pages 74 to 84)
Employee engagement Please see pages 38 and 92 to 95
Greenhouse gas emissions
Sustainability Report
(pages 42 to 73)
Stakeholder engagement Please see pages 38 and 39
Corporate Governance
Statement
Corporate Governance Report
(pages 90 to 102)
The Group’s policies and processes for managing capital,
financial risk management objectives, financial instruments
and hedging activities, and exposure to credit and liquidity
risk, are disclosed in note 26 to the Group consolidated
Financial Statements.
Both the Directors’ report and the Strategic Report have
been drawn up in accordance with English company law.
The liabilities of the Directors in connection with that report
shall be subject to the limitations and restrictions provided
by such law.
Financial results and dividends
The audited consolidated Financial Statements set out the
results of the Group for the financial year to 31 March 2026
and are shown on pages 150 to 205. The key strategic
indicators of the business are set out in the Strategic report
on page 11.
The Directors recommend a final dividend of 8.95p per
share (2024/25: 8.60p) which, together with the interim
dividend of 4.05p per share (2024/25: 3.90p), makes a
total dividend for the year of 13.0p per ordinary share
(2024/25: 12.5p). Subject to approval by Shareholders of
the recommended final dividend, the dividend award to
Shareholders for 2025/26 will total £12.5m (2024/25: £12.1m).
If approved, the Company will pay the final dividend on
31 July 2026 to Shareholders on the register of members at
26 June 2026.
The Board believes that, as an acquisitive growth company,
maintaining a progressive dividend policy, with the long-
term dividend covered over three times by adjusted
earnings, is appropriate to enable both dividend growth
and a higher level of investment from internally generated
resources.
discoverIE Group plc Innovative Electronics112
DIRECTORS’ REPORT
Directors
Board membership and biographical details of the Directors
are on pages 88 and 89 and are incorporated by reference.
Copies of Executive Directors’ service contracts are available
to Shareholders for inspection at the Company’s registered
office and at the Annual General Meeting. Details of the
Directors’ remuneration and service contracts and their
interests in the shares of the Company are included in
the Directors’ Remuneration Report, which is set out on
pages 116 to 137.
Powers of the Directors
The Board of Directors is responsible for the management
of the business of the Company and may exercise all the
powers of the Company, subject to the Company’s Articles
of Association (the “Articles”), the Companies Act 2006,
and any directions given by the Shareholders by special
resolution. The Articles may be amended by a special
resolution of the Company’s Shareholders.
Appointment and replacement
of Directors
The Board can appoint a Director but anyone so
appointed must be elected by an ordinary resolution at
the next General Meeting. All Directors offer themselves
for re-election at each Annual General Meeting.
Directors’ conflicts of interest
The Company has procedures in place for managing
conflicts of interest. Should a Director become aware that
they, or any of their connected parties, have any interest in
an existing or proposed transaction with discoverIE, they
should notify the Board in writing or at the next Board
meeting. Internal controls are in place to ensure that any
related party transactions involving Directors, or their
connected parties, are conducted on an arm’s length basis.
Directors have a continuing duty to update any changes to
these conflicts.
Directors’ indemnity
The Articles of the Company contain an indemnity in favour
of the Directors, which is a qualifying third party indemnity
within the meaning of s.234 of the Companies Act 2006.
This was in force throughout the year ended 31 March 2026
and at the time of the approval of this Annual Report and
Accounts. Directors of subsidiary undertakings are also
subject to this qualifying third party indemnity.
In addition, each Director of the Company has entered into
a Deed of Indemnity with the Company, which operates
only in excess of any right to indemnity that a Director
may enjoy under any such other indemnity or contract of
insurance. The Company has also arranged appropriate
insurance cover in respect of legal action against its
Directors and officers.
Share capital
As at 31 March 2026, the Company’s issued share capital
consisted of 97,356,109 ordinary shares of 5p each (no shares
are held in treasury).
Details of movements in the Company’s issued share capital
can be found in note 29 to the Group consolidated Financial
Statements.
Restrictions on transfer of securities
in the Company
There are no restrictions on the transfer of securities in the
Company, except that certain restrictions may from time
to time be imposed by laws and regulations (for example,
insider trading laws such as the Market Abuse Regulation)
and pursuant to the Listing Rules of the Financial Conduct
Authority, whereby certain employees of the Company
require the approval of the Company to deal in the
Company’s ordinary shares. The Company is not aware of
any agreements between holders of securities that may
result in restrictions on the transfer of securities.
Rights and obligations attaching to shares
Subject to the Articles, the Companies Act 2006 and other
Shareholders’ rights, shares in the Company may be issued
with such rights and restrictions as the Shareholders may by
ordinary resolution decide, or, if there is no such resolution,
as the Board may decide, provided it does not conflict with
any resolution passed by Shareholders.
The rights attached to any class of shares can be amended
if approved, either by 75% of Shareholders holding the
issued shares in the class by amount, or by special resolution
passed at a separate meeting of the holders of the relevant
class of shares.
Every member and every duly appointed proxy present at
a General Meeting or class meeting has, upon a show of
hands, one vote and every member present in person or by
proxy has, upon a poll, one vote for every share held.
No person holds securities in the Company carrying special
rights with regard to control of the Company.
Financial StatementsAdditional Information
113 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Substantial shareholdings
As at 31 March 2026, the Company had been notified of, or
was aware of, the following major shareholdings equal to, or
greater than, 3% of the issued share capital of the Company:
Shareholder
Holdings
of ordinary
shares (5p)
% of issued
share
capital
Kempen Capital Management NV 10,395,098 10.68
BlackRock, Inc. 7,883,782 8.10
Swedbank Robur 5,196,000 5.34
Impax Asset Management 4,187,212 4.30
Columbia Threadneedle 3,233,883 3.32
NFU Mutual 3,231,040 3.32
ClearBridge Investments 2,952,868 3.03
As at 1 June 2026, the Company had been notified of, or was
aware of, the following Shareholders holding 3% or more of
the issued share capital of the Company:
Shareholder
Holdings
of ordinary
shares (5p)
% of issued
share
capital
Kempen Capital Management NV 10,565,098 10.85
BlackRock, Inc. 7,917,811 8.13
Swedbank Robur 3,816,537 3.92
NFU Mutual 3,361,270 3.45
Columbia Threadneedle 3,246,725 3.33
ClearBridge Investments 2,969,368 3.05
Authority to purchase own shares
At the Annual General Meeting held on 25 July 2025,
Shareholders authorised the Company to purchase in
the market up to 10% of its issued share capital (9,635,610
ordinary shares) and, as at 31 March 2026, all of this authority
remained in force and unused. This authority is renewable
annually, and a special resolution will be proposed at the
2026 Annual General Meeting to renew it. The Directors will
only purchase the Company’s shares in the market if they
believe it is in the best interest of Shareholders generally.
Change of control
Details of the Group’s borrowing facilities are provided in the
Financial Review section of the Strategic Report on pages
34 to 37. These agreements contain a change of control
provision, which may result in the facility being withdrawn
or amended upon a change of control of the Group.
The Group is party to a number of commercial agreements
which, in line with industry practice, may be affected by
a change of control following a takeover bid. There are no
agreements between the Company and its Directors or
employees providing for compensation for loss of office or
employment which occurs because of a takeover bid.
Political donations
There were no political donations during the year
(FY 2024/25: nil).
Auditor and disclosure of
information to auditor
Deloitte LLP has indicated its willingness to continue in
office and a resolution to re-appoint it as auditor will be
proposed at the forthcoming Annual General Meeting.
Each of the Directors in office as at the date of this report
confirms that:
■ so far as the Director is aware, there is no relevant audit
information of which the Group and Company’s auditors
are unaware; and
■ they have taken all the steps that they ought to have
taken as a Director in order to make themselves aware
of any relevant audit information and to establish that
the Group and Company’s auditors are aware of that
information.
Annual General Meeting
The Notice of the Annual General Meeting to be held at
11.30 am on Friday 24 July 2026 will be sent to Shareholders
separately from this report. The venue for the meeting is 2
Chancellor Court, Occam Road, Guildford, Surrey, GU2 7AH.
Details of the arrangements for that meeting will be as set
out in the Notice for that meeting.
Going concern
For the reasons explained in the Viability Statement
on pages 85 to 86, the Directors continue to adopt the
going concern basis in preparing this Annual Report and
Accounts.
By order of the Board
Greg Davidson
Group General Counsel &
Company Secretary
2 June 2026
2 Chancellor Court
Occam Road
Surrey Research Park
Guildford
Surrey GU2 7AH
Registered number: 02008246
discoverIE Group plc Innovative Electronics114
DIRECTORS’ REPORT CONTINUED
Financial StatementsAdditional Information Strategic Report
115 Annual Report and Accounts for the year ended 31 March 2026
Corporate Governance
Members
Member since
Celia Baxter (Chair) 2023
Bruce Thompson 2018
Clive Watson 2020
Rosalind Kainyah 2022
The implementation of our
Remuneration Policy seeks
to motivate and support
outperformance.”
The Remuneration Committee consults with the Group
Chief Executive and Group Finance Director who may
attend meetings by invitation of the Committee Chair,
although neither is involved in deciding their own
remuneration. The Group Company Secretary acts as
Secretary to the Committee. The meeting is also attended
by the Head Office HR Manager by invitation of the
Committee Chair. The Directors’ Remuneration Report has
been approved by the Board.
2025/26 key activities
■ Received strong Shareholder support for the 2025
Directors’ Remuneration Report
■ Approved bonus outcomes for 2024/25 and the vesting
of the 2022 LTIP award; reviewed anticipated outcomes
for the 2025/26 bonus and 2023 LTIP awards
■ Set appropriate 2025/26 annual bonus and LTIP
measures, and targets for Executive Directors and senior
management
■ Considered wider workforce remuneration and
approved the implementation of a second year of out-
of-cycle cost of living adjustments for areas with high
rates of inflation
■ Undertook a review of senior executive pay below
the Board
■ Considered gender pay gap data and initiatives to close
the gap
■ Implemented the base salary increases for the
Group Chief Executive and Group Finance Director
as anticipated and detailed in last year’s Directors’
Remuneration Report
■ Received an update from the Committee’s independent
adviser on market trends and the latest views from
investors and proxy voting agencies.
Areas of focus in 2026/27
■ Review the competitiveness and structure of
remuneration for Executive Directors and senior
management and its alignment with strategy, taking
into account pay across the wider workforce
■ Set annual bonus and LTIP measures and targets for
2026/27
■ Determine incentive outcomes for Executive Directors and
senior management in respect of 2025/26; and receive
updates on 2026/27 bonus and other in-flight LTIP awards
■ Keep abreast of corporate governance and regulatory
developments and market trends on pay
■ Monitor performance against all strategic objectives
for the Executive Directors and Group Management
Committee
■ Approve the 2026 Directors’ Remuneration Report and
respond to Shareholder feedback at the 2026 Annual
General Meeting, as required
■ Review the Directors’ Remuneration Policy and consult
with Shareholders as required, prior to the triennial
Remuneration Policy vote in 2027.
Celia Baxter
Chair of the Remuneration
Committee
discoverIE Group plc Innovative Electronics116
DIRECTORS’
REMUNERATION REPORT
Annual statement
(Not subject to audit)
Dear Shareholder,
On behalf of the Board, I am pleased to present our
Directors’ Remuneration Report for the year ended
31 March 2026.
This report comprises:
■ This Annual Statement, which summarises the work of
the Remuneration Committee (the “Committee”) during
FY 2025/26 and Executive Directors’ remuneration
outcomes for the year.
■ A summary of the Directors’ Remuneration Policy (the
“Policy”) which was approved by Shareholders at our
2024 Annual General Meeting.
■ The Annual Report on Remuneration, which provides:
i. details of the remuneration earned by Directors and
the link between Company performance and pay in
the year ended 31 March 2026, and
ii. how we intend to implement the Policy in FY 2026/27.
Business performance and resulting
remuneration outcomes for the year
ended 31 March 2026
During the year, the Group made good progress, returning
to organic sales growth, despite the disruption caused by
trade tariffs, and widespread industrial destocking over the
last 18 months. Overall, sales in the year increased by 5%
CER and by 2% organically, with organic growth of 5% in
the final quarter. Orders increased by 9% in the year and by
5% organically, with demand steadily increasing through
the year. Organic order growth in the final quarter was
14%, with the book-to-bill ratio ending the year at 1.03. New
design wins continued to grow, positioning the Group well
for growth in the coming year. Adjusted operating profit
was up 1%.
The Group made additional investments in production
capacity in Asia, and we have approved plans for further
capacity expansion in the coming year in both Asia and
Norway. We have also invested in additional engineering
and sales capacity in the US and in Europe.
We have completed key strategic acquisitions, with Storm
Interface and Trival recently joining the Group and, in
May 2026, we have agreed terms for the acquisition of
3Gmetalworx, subject to regulatory approval. Our pipeline of
acquisition opportunities remains strong.
We also continued to make good progress on our
Environmental, Social and Governance (“ESG”) objectives
with CY2025 Scope 1 and 2 carbon emissions 68% lower
than the CY2021 baseline, and further improvements in
health & safety performance. In the year ahead, we plan
to install heat pumps at our largest gas-emitting sites in
Poland, thereby delivering further reductions in our carbon
emissions.
Returning to organic growth, investing for the future
and continuing to deliver on our strategic priorities
demonstrates the Group’s clear direction and purpose, as
well as the quality and commitment of the leadership team
and our employees across the Group globally.
Annual bonus outcome for FY 2025/26
The annual bonus for both Executive Directors for FY
2025/26 was based on Group adjusted operating profit (60%)
at constant currency, adjusted operating cash flow (24%) at
constant currency, strategic objectives (8%) and ESG-related
objectives (8%).
Based on the performance set out opposite, adjusted
operating profit of £61.0m and adjusted operating cash flow
of £55.5m were both between threshold and target, and the
strategic and ESG-related objectives were determined to
have been substantially met. This results in an overall bonus
payout of 41% of maximum for the Group Chief Executive
and 42% of maximum for the Group Finance Director.
The Committee has considered whether any adjustment is
required to the formulaic outcomes to reflect the underlying
financial and non-financial performance of the business
and decided that no such adjustment is appropriate given
the overall performance of the business during the year.
In line with the Directors’ Remuneration Policy, as
the Executive Directors have met their shareholding
requirements (1,154% and 583% of salary respectively), 20%
of the bonus earned will be deferred in share awards. Full
details of the bonus outcome for FY 2025/26 are set out in
the Annual Report on Remuneration.
2023 LTIP vesting
The Executive Directors received awards under the LTIP
on 14 June 2023 that were based on relative TSR (Total
Shareholder Return), adjusted EPS (earnings per share)
and carbon emission reduction performance criteria, with
weightings of 45%, 45% and 10% respectively.
■ Relative TSR – discoverIE delivered a TSR over the
three-year period to 31 March 2026 which ranked the
Company below median and, as such, none of this part
of the award vested.
■ EPS – adjusted EPS grew by 14.5% over the three-year
period, which was below the threshold and results in
none of this part of the award vesting.
■ Carbon emission reduction – the reduction achieved
was 68%, resulting in this part of the award vesting
in full.
Taken together, this has resulted in the LTIP award vesting
at 10% of maximum. The Committee believes this is an
appropriate reflection of performance over the last three
years and has not applied any discretion to the formulaic
vesting outcome. These vested awards will be subject to a
two-year holding period.
Financial StatementsAdditional Information
117 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Executive Director salary increases
implemented during the year
Two years ago, the Committee concluded a consultation
on changes to the Directors’ Remuneration Policy and the
Policy received strong support from Shareholders (96%) at
the July 2024 Annual General Meeting. The proposals also
included increases to the Executive Directors’ base salaries
which were due to take effect from 1 April 2024. Reflecting
the macroeconomic volatility and business pressures at
the time, the Executive Directors requested not to take any
increases at the start of FY 2024/25. In last year’s report, I
explained how the agreed increases were not implemented
from 1 April 2025, but delayed with the intention to award
them at some point during FY 2025/26 once business
performance could be better assessed.
Following the strong H1 results reported in December 2025,
which included a high level of profitability with growing
orders and acquisition pipeline, the Committee agreed to
implement the previously communicated increases from
1 January 2026. Accordingly, the Group Chief Executive’s
base salary increased to £608,000 p.a. and the Group
Finance Director’s to £404,000 p.a. The return to strong
growth at the end of the second half supported the timing
of the salary increase implementation.
Application of the Policy in 2026/27
The workforce increases for 2026/27 vary between the
countries within which we operate, with some being up to
15%, and the average UK increase being 3%. The Committee
considers it appropriate to apply the UK 2026/27 workforce
increase of 3% to the Executive Directors’ base salaries and
this will take effect from 1 April 2026.
Our approach to other elements of remuneration will be
unchanged as follows:
■ Pension: The pension contribution for Executive
Directors is an entitlement of up to 8% of salary, the
same as the UK workforce rate.
■ Bonus: The bonus opportunity is unchanged at 150%
of salary for the Group Chief Executive and 125% of
salary for the Group Finance Director, in line with the
Policy. The measures remain unchanged from the
previous year and will be based on adjusted operating
profit (60%), adjusted operating cash flow (24%) both
at constant currency and strategic objectives (16%). The
strategic objectives will contain an element relating
to ESG.
■ LTIP: The award to the Group Chief Executive will
remain at 175% of salary and 160% of salary for the Group
Finance Director. The Committee and the Executive
Directors have agreed, once again, that it is not the right
time to implement the increased grant level of 200% of
base salary approved by Shareholders in the last Policy
review. The Committee has decided that the 2026 LTIP
performance measures will continue to be relative TSR
(50%) and adjusted EPS growth (50%). Further details of
the approach for 2025/26 and the performance targets
can be found on page 136 in the Annual Report on
Remuneration.
The Committee will consider the share price at the time of
grant when finalising LTIP award levels, expected to be in
June 2026. At the current time, based on the current share
price, the Committee’s intention is to grant at the normal
award levels.
During the forthcoming year, the Committee will consider
what changes, if any, are required to the current Directors’
Remuneration Policy, which will be subject to Shareholder
vote in 2027. In doing so, we will undertake a full review
of the current arrangements and will consult with
Shareholders and proxy voting agencies, as appropriate.
There will be a single advisory vote at the upcoming Annual
General Meeting to approve this Directors’ Remuneration
Report. I hope you find the information in the report clear
and are able to support the resolution. If you have any
questions or comments on this Report, then please contact
me via the Group Company Secretary.
Celia Baxter
Chair of the Remuneration Committee
2 June 2026
discoverIE Group plc Innovative Electronics118
DIRECTORS’
REMUNERATION REPORT CONTINUED
Remuneration at a glance
Executive Directors
In this section, we show the link between corporate performance for the year
under review and the remuneration outcomes for the Executive Directors.
The key features of the Executive Directors’ remuneration for the year ended
31 March 2026 are also shown.
Remuneration outcomes for the Executive Directors for the year ended
31 March 2026.
Nick
Jefferies
£000
Simon
Gibbins
£000
Salary FY 2025/26 565 371
Bonus (£k and as % of salary)
2
346 61% 193 52%
Taxable benefits 23 25
Pension benefits/allowance 45 30
Value of LTIP vesting (£k and as % of
maximum)
3
65 10% 39 10%
Single figure of total remuneration 1,044 657
1
Salaries of £550,000 p.a. and £360,000 p.a. respectively from 1 April 2025 to 31 December 2025, and
£608,000 p.a. and £404,000 p.a. from 1 January 2026 to 31 March 2026.
2
In accordance with the Remuneration Policy, 20% of the bonus will be deferred in share awards.
3
The values shown are estimates based on the average three-month share price to
31 March 2026 (£6.06). Awards are subject to a two-year holding period.
Revenue
£443.3m
Adjusted operating profit
£61.0m
Adjusted EPS
40.3p
Directors’ Remuneration Policy
This part of the Directors’ Remuneration Report provides a summary of
the Directors’ Remuneration Policy which was approved at the Annual
General Meeting on 26 July 2024 and which took formal effect from that
date. A full copy of the Policy can be found in the 2024 Annual Report
(available at www.discoverieplc.com/investors/results-and-reports).
Key objectives of our reward policy
The Remuneration Committee undertook a comprehensive review of the
Executive Directors’ remuneration arrangements and engaged with the
Company’s largest Shareholders on the proposed changes. The Committee
has developed a set of principles and aims to ensure that directors’
remuneration is:
■ Aligned with the Group’s strategy at this stage of its development and
supports the business’s medium and long-term plans
■ Better aligned with practice internally and externally
■ Competitive and fair compared against companies of our size and
geographical complexity
■ Focused on delivering long-term sustainable returns
■ Compliant with Shareholders’ latest views on executive pay and the
requirements of the UK Corporate Governance Code
■ Able to attract and retain high calibre Executive Directors and senior
managers in a challenging and competitive business environment
■ Simple, delivering an appropriate balance between fixed and variable pay.
Financial StatementsAdditional Information
119 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Remuneration Policy table
Element, purpose and
link to strategy Operation Maximum opportunity Performance targets
Base salary
To recognise
knowledge, skills and
experience, as well as
reflect the scope and
size of the role and
to attract and retain
quality staff.
Salaries are normally reviewed
annually with increases typically
effective from 1 April.
In determining Executive
Directors’ salaries, the
Remuneration Committee takes
into account:
■ Each Director’s role,
competence, experience and
performance;
■ Average change in broader
workforce pay; and
■ Total organisational salary
budgets.
Salaries are also benchmarked
against companies of a
comparable size and complexity
and against companies which
operate internationally, in similar
sectors.
There is no prescribed
maximum or maximum
increase.
However, any percentage
increases will ordinarily be
in line with those across the
wider workforce.
Salary increases may be
higher in exceptional
circumstances, such as
the need to retain a critical
executive, or an increase in
the scope of the executive’s
role (including promotion to
a more senior role) and/or in
the size of the Group.
Although there are no formal
performance conditions,
any increase in base salary
is only implemented after
careful consideration of
individual contribution and
performance and having due
regard to the factors set out
in the “Operation” column of
this table.
Benefits
To help retain
executives and remain
competitive in the
marketplace.
Directors, along with other senior
UK executives, may receive certain
benefits such as a car allowance,
life assurance and critical illness
cover, and family medical
insurance.
Any reasonable business-related
expense (and any tax thereon) can
be reimbursed if determined to be
a taxable benefit.
Executive Directors will be eligible
to participate in any all-employee
share plan operated by the
Company, on the same terms as
other eligible employees.
For external and internal
appointments or relocations,
the Company may pay certain
relocation and/or incidental
expenses and provide tax
equalisation, as appropriate.
There is no prescribed
maximum as insurance cover
can vary based on market
rates.
The maximum level of
participation in all-employee
share plans is subject to
the limits imposed by the
relevant tax authority from
time to time.
Not applicable
Pension
To facilitate long-term
savings provisions.
The Company operates a defined
contribution pension scheme.
Executive Directors may receive
a contribution to the pension
scheme or take a cash allowance
in lieu of pension contributions.
The maximum contribution
rate for current and future
Executive Directors will be
the workforce contribution
rate in the home country,
which is currently 8% of
salary in the UK.
Not applicable
discoverIE Group plc Innovative Electronics120
DIRECTORS’
REMUNERATION REPORT CONTINUED
Element, purpose and
link to strategy Operation Maximum opportunity Performance targets
Annual bonus
To reward the
achievement of annual
financial and strategic
business targets.
Bonus is based on performance
targets determined and reviewed
by the Committee which are
selected to be relevant for the year
in question.
Any payment is discretionary and
the bonus payable is determined
by the Committee after the
financial year end, based on
performance against these targets.
Financial objectives are updated
to reflect acquisitions, disposals
and currency movements during
the year.
One third of any bonus earned
will be deferred into share awards
which vest after three years. For
Executive Directors that have
met their shareholding guideline,
deferral reduces to 20% of any
bonus earned. Dividends may
accrue on deferred bonus shares.
Malus and clawback provisions
apply to cash and deferred
elements of the bonus.
The maximum bonus
opportunity is 150% of
salary for the Group Chief
Executive and 125% of salary
for other Executive Directors.
The maximum bonus is
payable for significant over-
achievement of financial
and non-financial bonus
objectives.
Typically, no more than
50% of the maximum
bonus opportunity will be
payable for achieving target
performance.
The Committee sets
performance measures and
targets that are appropriately
stretching each year, taking
into account key strategic
and financial priorities
and ensuring there is an
appropriate balance between
incentivising Executive
Directors to meet targets,
while ensuring they do not
drive unacceptable levels
of risk or inappropriate
behaviours.
Financial measures may
include (but are not limited
to) adjusted operating profit,
working capital and cash
flow. Non-financial measures
may include strategic
measures directly linked to
the Company’s priorities.
A graduated scale of
targets is normally set for
each measure, with no
payout for performance
below a threshold level of
performance.
The Committee has
discretion to amend the
pay-out should any formulaic
outcome not reflect the
Committee’s assessment of
overall business or individual
performance.
Financial StatementsAdditional Information
121 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Element, purpose and
link to strategy Operation Maximum opportunity Performance targets
Long-Term
Incentive Plan
To motivate Executives
to deliver Shareholder
value over the
longer term.
Awards of conditional shares
or nil-cost options are typically
granted annually, which vest
after three years dependent on
the achievement of performance
conditions and continued service.
Vested awards are subject to a
two-year post-vesting holding
period (net of tax, if applicable).
Dividend equivalents may be paid
in respect of awards to the extent
they vest by reference to dividends
declared during the award’s
vesting and holding periods.
Malus and clawback provisions
apply to vested and unvested LTIP
awards.
Vested share awards are settled
through a combination of
shares purchased in the market
and newly issued shares, as
appropriate. The Company
monitors the number of shares
issued under the schemes and
their impact on dilution limits.
The maximum award in
respect of any one financial
year is an award over
shares of market value at
grant of 200% of salary. The
Committee will engage
with Shareholders prior to
increasing award levels from
FY 2024/25 levels.
The Committee may increase
the grant size of an LTIP
award on grant (subject to
the maximum award limit)
if the award terms include
that participants bear the
cost of the Company’s liability
to employer’s National
Insurance arising on the
settlement of their awards.
The increased award size
ensures that the participants
are in a neutral position on
an after-tax basis, assuming
no change in tax rates.
The Company is committed
to remaining within The
Investment Association’s 10%
dilution limit.
Performance metrics reflect
the Group’s strategic goals
and milestones.
The performance conditions
may include, and are not
limited to, relative TSR,
earnings per share growth,
return-based measures,
strategic measures and
ESG-related objectives.
The Committee retains
discretion to set alternative
weightings or performance
measures for awards granted
over the life of the policy.
Threshold performance
will normally result in no
more than 25% of the award
vesting.
The Committee retains
discretion to adjust vesting
levels taking into account
such factors as it considers
relevant, including, but
not limited to, the overall
performance of the Company
or the relevant Participant
who holds the Award.
Shareholding
guidelines
To further align the
interests of Executives
with those of
Shareholders.
Executive Directors are expected
to accumulate shares to the value
of the relevant shareholding
requirement.
Wholly owned shares or share
awards held which are no longer
subject to performance conditions
count towards the requirement
(on a net of tax basis, if applicable).
Shares held by an Executive
Director’s spouse or dependents
count towards the guideline.
Executive Directors are required
to retain at least 50% of their net
of tax vested share awards until
the in-employment shareholding
guideline is met.
The current Executive
Directors are required
to build up and hold
shareholdings to the value of
250% of salary.
Any new Executive Directors
appointed will be required
to build up and hold
shareholdings to the value of
200% of salary.
Post cessation: Executive
Directors are normally
required to hold shares at
a level equal to the lower
of their shareholding at
cessation and 200% of
salary, for two years post-
employment, from share
awards granted after 29 July
2021. This excludes any share
awards vesting from share
plan awards made before
this date and excludes shares
purchased with own funds.
Not applicable.
discoverIE Group plc Innovative Electronics122
DIRECTORS’
REMUNERATION REPORT CONTINUED
Element, purpose and
link to strategy Operation Maximum opportunity Performance targets
Chairman and
Non-Executive
Director fees
Provision of a
competitive fee to
attract Non-Executives
who have a broad
range of experience
and skills.
Fees are normally reviewed
annually to ensure that they reflect
an individual’s time commitment
and responsibilities.
Annual fees are paid in 12 equal
monthly instalments during the
year.
Fees for the Non-Executive
Directors are determined by the
Chairman and the Executive
Directors. When determining
fees, due regard is given to fees
paid to Non-Executive Directors
in other similarly-sized UK quoted
companies, the time commitment
and the responsibilities of the roles.
Non-Executive Directors
cannot participate in any of
the Company’s share incentive
schemes and no Director is
involved in any decision regarding
their own remuneration.
Additional fees, over and above
the base fee payable to the Non-
Executive Directors, are payable
for chairing the Audit and Risk,
Remuneration and Sustainability
Committees, and for acting as
Senior Independent Director.
Additional fees may be provided
for chairing any other major
Committee established by the
Board or for material additional
work undertaken.
The Chairman’s fee is reviewed
annually and is set by the
Committee (excluding the
Chairman). The fee payable to
the Chairman is typically an all-
encompassing fee for all duties
performed.
There is no limit on the
individual fee level.
Not eligible to participate
in any performance-related
elements of remuneration.
Financial StatementsAdditional Information
123 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Recruitment (and appointment) Policy
The remuneration package for a new Executive Director would be set in accordance with the terms of the Company’s
approved Remuneration Policy in force at the time of appointment. Similar considerations may also apply where a Director
is promoted to the Board from within the Group.
Element Recruitment policy
Base salary
The salary positioning for new Executive Director appointments will take into account a number of
factors, including the current pay for other Executive Directors (in situ and departed), market levels
of pay, the expertise, skills and experience of the individual, business need, location and his or her
current level of pay.
Where the Committee has set the salary of a new appointment at a discount to the market
level initially until proven, they may receive an uplift or a series of planned increases (above the
workforce increase) to bring the salary to the appropriate market position over time.
Benefits
Benefits provision would be in line with the Policy.
The Committee may agree that the Company will meet appropriate relocation costs and/or
incidental expenses or tax equalisation as appropriate.
Pension
Pension contribution (or a cash allowance in lieu of contribution) provision will be no more than
the general workforce contribution rate for the country where the Directors are located.
Annual bonus
Eligible to take part in the annual bonus, with a maximum bonus opportunity not in excess of the
limits set out in the Policy. Participation will be on a pro-rata basis to reflect the time in the role in
the year of appointment.
Depending on the timing of the appointment, the Committee may deem it appropriate to set
different annual bonus performance conditions for the first performance year of appointment.
Long-Term
Incentive Plan
An LTIP award may be granted upon appointment but not in excess of the limits set out in the
Policy.
An LTIP award may be made shortly following an appointment (assuming the Company is legally
permitted to do so). The Committee may deem it appropriate to set different LTIP performance
conditions than apply for other awards made during the year of appointment.
Compensation
for forfeited
remuneration
The approach in respect of compensation for forfeited remuneration in respect of a previous
employer will be considered on a case-by-case basis taking into account all relevant factors, such
as performance achieved or likely to be achieved, the proportion of the performance period
remaining and the form of the award.
The Committee retains the ability to make use of the relevant Listing Rule to facilitate the
“buy-out”. Any “buy-out” awards would normally take account of the nature, time horizons and
performance requirements attached to the awards forfeited.
In the case of an internal appointment, any variable pay element awarded in respect of the prior
role would be allowed to pay out according to its terms, adjusted as relevant to take into account
the appointment.
Chairman and
Non-Executive
Directors
For the appointment of a new Chairman or Non-Executive Director, the fee arrangement would
be set in accordance with the approved Policy.
discoverIE Group plc Innovative Electronics124
DIRECTORS’
REMUNERATION REPORT CONTINUED
Service contracts
It is the Company’s policy that Executive Directors should have service contracts incorporating a maximum notice period of
one year. However, it may be necessary occasionally to offer longer initial notice periods to new Executive Directors.
Non-Executive Directors have letters of appointment for a term of three years, subject to re-appointment by Shareholders at
each Annual General Meeting. In line with the UK Corporate Governance Code, they are generally renewed for no more than
nine years in aggregate. Non-Executive Directors are not eligible for payment on termination, other than payment to the
end of their three-month notice periods (six months for the Chairman).
Name Role
Date of original
appointment Expiry of current term
Bruce Thompson Chairman 26 February 2018 31 July 2030
1
Nick Jefferies Group Chief Executive 5 January 2009 12 months by either Director or Company
Simon Gibbins Group Finance Director 10 June 2010 12 months by either Director or Company
Rosalind Kainyah Non-Executive Director 1 January 2022 31 December 2027
Clive Watson Non-Executive Director 2 September 2019 1 September 2028
Celia Baxter Non-Executive Director 1 June 2023 31 May 2029
1
As noted in the Nomination Committee Report, following consultation with key Shareholders, Bruce Thompson’s tenure as Chairman has been extended until 2030.
Other than their service contracts, no contract of significance, to which any member of the Group is a party and in which a
Director is or was materially interested, subsisted at the end of, or during, the year.
Policy on payment for loss of office
Under the terms of their service contracts, any termination payments are not predetermined but are determined in
accordance with the Director’s contractual rights, taking account of the circumstances and the Director’s duty to mitigate
loss. The Company’s objective is to manage its exposure to the risk of a potential termination payment.
The table below sets out key provisions for Executive Directors leaving the Company under their service contracts and the
incentive plan rules.
Element Termination policy
Fixed pay
On termination, the Company may make a payment in lieu of notice (“PILON”) which is equal to the
aggregate of the base salary and cash equivalent of other benefits for the unexpired notice period.
The Company may pay the PILON either as a lump sum or in equal monthly instalments, from the date
on which the employment terminates until the end of the relevant period. If alternative employment is
commenced, for each month that instalments of the PILON remain payable, the monthly amount paid
may be reduced by the amount received from such alternative employment.
Annual bonus
Upon cessation of employment, there will be no entitlement to bonus for the year of exit and any unvested
Deferred Share Bonus Plan (“DSBP”) awards shall ordinarily lapse.
If identified as a “good leaver”
1
for the purposes of the bonus plan, the bonus payout will be pro-rated for
time based on the Committee’s reasonable assessment of the achievement of the performance measures
in respect of the relevant financial year. The bonus for the year of termination may be paid in cash or a mix
of cash and deferred share bonus awards.
If identified as a “good leaver” under the DSBP, awards shall vest on the earlier of the normal vesting date
and the second anniversary of cessation other than in the case of death where awards vest early.
LTIP
Upon cessation of employment, any unvested LTIP awards shall ordinarily lapse. Any vested awards which
remain subject to a holding period will not be subject to forfeiture.
If identified as a “good leaver” under the LTIP scheme, outstanding awards will normally vest on their
normal vesting dates (or on such earlier date as the Committee may determine, for example in the case
of death), normally with a pro rata reduction for service in the normal vesting period up until the date
of leaving and in each case subject to the outcome of the performance conditions (assessed on normal
timetable or early as relevant). Holding periods will expire on the earlier of their normal two-year expiry or
the second anniversary of ceasing to be a Director.
1
Good leaver reasons include cessation of employment by reason of ill health, injury, disability, redundancy, retirement with the agreement of the Committee, the
participant’s office or employment being with a company which ceases to be a Group member or relating to a business which is transferred to a person who is not
a Group member, or for any other reason at the Committee’s discretion.
Financial StatementsAdditional Information
125 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
The Committee may also agree to make payments in reimbursement of a reasonable level of outplacement and legal fees
and tax thereon in connection with a settlement agreement. The Committee may agree payments it considers reasonable
in settlement of legal claims. This may include an entitlement to compensation in respect of leavers’ statutory rights under
employment protection legislation in the UK or in other jurisdictions.
Illustration of the application of the Executive Directors’ Remuneration Policy
The bar charts below illustrate some possible outcomes of the application of the Policy (approved by Shareholders at the
Annual General Meeting on 26 July 2024) for the year ending 31 March 2027.
Group Chief Executive Group Finance Director
Minimum On-target
£0
£250
£500
£750
£1,000
£1,250
£1,500
£1,750
£2,000
£2,250
£2,750
£2,500
£700k £1,443k £2,735k £3,283k
£474k
£901k £1,660k
£1,993k
£0
£250
£500
£750
£1,000
£1,250
£1,500
£1,750
£2,000
£2,250
£2,750
£2,500
48%100%
33%
19%
Maximum
26%
34%
40%
Max with
growth
21%
29%
33%
17%
£’000
Minimum On-target
100%
53%
29%
18%
Maximum
29%
31%
40%
Max with
growth
23%
26%
34%
17%
£’000
£3,000
£3,500
£3,000
Fixed Annual bonus Long-term incentive Share price growth
1
Minimum in the bar charts above is fixed remuneration only (i.e., 2026/27 salary, pension and the value of 2026 benefits as disclosed in the single figure table)
2
Target assumes that 25% of the LTIP award vests (based on an award with a face value of 175% and 160% of salary for the Group Chief Executive and Group Finance
Director, respectively) and bonuses have been earned at the target levels (75% of salary for the Group Chief Executive and 62.5% of salary for the Group Finance
Director)
3
Maximum assumes that the LTIP award vests in full (based on an award with a face value of 175% and 160% of salary for the Group Chief Executive and Group
Finance Director) and the maximum bonus (150% and 125% of salary for the Group Chief Executive and Group Finance Director respectively) has been earned
4
Maximum plus share price growth – this is based on the maximum scenario set out above but with a 50% share price increase applied to the value of LTIP awards
Projected values do not take into account dividend accrual or additional awards granted as a result of any agreement by an
Executive Director to incur the Company’s liability to employers’ National Insurance.
discoverIE Group plc Innovative Electronics126
DIRECTORS’
REMUNERATION REPORT CONTINUED
Annual Report on Remuneration
The table below shows the total remuneration earned by Executive Directors for the year ended 31 March 2026 and the
prior year.
Single total figure of remuneration for each Executive Director (audited)
Salary
1
£000
Benefits
3
£000
Pension
£000
Bonus
4
£000
LTIP
£000
Total
£000
Total fixed
remuneration
£000
Total
variable
remuneration
£000
Nick Jefferies
FY26 565 23 45 346 65
5
1,044 633 411
FY25 530 14 42 441 312
6
1,339 586 753
Simon Gibbins
FY26 371 25 30 193 39
5
657 426 231
FY25 340
2
15 28 240 186
6
810 383 427
1
The Group Chief Executive’s and Group Finance Director’s salaries were £550,000 p.a. and £360,000 p.a. respectively from 1 April 2025 to 31 December 2025, and
£608,000 p.a. and £404,000 p.a. from 1 January 2026 to 31 March 2026.
2
Simon Gibbins’ salary for FY25 was c. £7,000 lower due to him taking one week of unpaid leave during the year.
3
Taxable benefits comprise car allowance of £15,000 for each Executive Director (FY 2024/25: £9,000 each) and family medical insurance.
4
For performance in the year under review, a bonus of 61% and 52% of salary was earned by Nick Jefferies and Simon Gibbins, respectively. Further details of
performance against the targets can be found on pages 128 and 129. In accordance with the Remuneration Policy, 20% of these bonuses will be deferred in shares.
The values in the above table include the cash and deferred elements in line with the reporting requirements. No discretion was applied by the Remuneration
Committee.
5
The LTIP award granted to Nick Jefferies and Simon Gibbins on 14 June 2023 will vest on 16 June 2026, with 10% of the total award vesting. Further details of
performance against the targets can be found on page 130. The original awards comprised 100,794 awards for Nick Jefferies and 60,323 awards for Simon Gibbins.
Based on the average three-month share price to 31 March 2026 of £6.06, the estimated total values of the vested awards are £61,079 for Nick Jefferies and £36,554
for Simon Gibbins. As the share price at the date of grant (£9.38) is higher than the three-month average share price to 31 March 2026 (£6.06), none of the FY26 LTIP
values in the above table are attributable to share price growth. No discretion was applied by the Remuneration Committee. Vested awards will attract dividend
equivalents for the period between the date of grant and the earlier of the end of the two-year holding period or the date of exercise. The values shown in the table
also include dividend equivalents of £3,674 for Nick Jefferies and £2,199 for Simon Gibbins.
6
The LTIP values for FY25 were estimated last year based on the three-month average share price to 31 March 2025. The values have been updated to reflect the
actual share price on the vesting date (£6.62). The values shown also include dividend equivalents of £15,559 for Nick Jefferies and £9,312 for Simon Gibbins.
Single total figure of remuneration for Non-Executive Directors (audited)
Basic fee Committee Chair fees SID fee Total
FY26
£
FY25
£
FY26
£
FY25
£
FY26
£
FY25
£
FY26
£
FY25
£
Bruce Thompson 193,750 187,200 – – – – 193,750 187,200
Celia Baxter
1
54,340 52,500 10,350 4,167 10,350 4,167 75,040 60,833
Tracey Graham
2
– 30,625 – 5,833 – 5,833 – 42,292
Rosalind Kainyah 54,340 52,500 10,350 10,000 – – 64,690 62,500
Clive Watson 54,340 52,500 10,350 10,000 – – 64,690 62,500
1
Senior Independent Director and Chair of the Remuneration Committee from 1 November 2024.
2
Retired from the Board on 31 October 2024.
Incentive outcomes for Executive Directors for the year ended 31 March 2026
Annual bonus in respect of performance for the year (audited)
The maximum bonus opportunity for the year under review was 150% and 125% of salary for the Group Chief Executive and
the Group Finance Director, respectively. Annual bonuses were based on a sliding scale of adjusted operating profit targets
(60%), adjusted operating cash flow (24%) and the achievement of non-financial objectives (16%).
Based on the performance during the year, both adjusted operating profit and adjusted operating cash flow were between
threshold and maximum. Non-financial objectives were determined to have been substantially met. This performance
has resulted in bonuses of 40.9% of maximum for the Group Chief Executive and 41.5% of maximum for the Group Finance
Director.
Financial StatementsAdditional Information
127 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Full details, including the targets set, and performance against each of the metrics, are provided in the table below:
Weighting Threshold
2
Target Maximum Actual
Bonus
earned
(% of
maximum)
Group Chief Executive
Group adjusted operating profit (£m)
1
60% £57.6m £64.0m £70.4m £61.0m 31.8%
Adjusted operating
cash flow
1
24% £51.9m £57.7m £63.5m £55.5m 30.8%
Strategic objectives 8% See below 90%
ESG objectives 8% See below 90%
Outcome (% of max) 40.9%
Group Finance Director
Group adjusted operating profit (£m)
1
60% £57.6m £64.0m £70.4m £61.0m 32.8%
Adjusted operating
cash flow
1
24% £51.9m £57.7m £63.5m £55.5m 31.0%
Strategic objectives 8% See below 90%
ESG objectives 8% See below 90%
Outcome (% of max) 41.5%
1
At constant currency.
2
Threshold payout under both the adjusted operating profit and the adjusted operating cash flow measure is nil.
Each Executive Director was given a number of individual non-financial strategic and ESG objectives, tailored to their role
and to business requirements in the year. Nick Jefferies and Simon Gibbins each substantially achieved these objectives.
Nick Jefferies
Objective Performance Assessment
General Non-Financial Objectives
1.
Organic growth and design wins ■ Organic sales growth of 2% and organic order growth of 5%
■ Strong pipeline of design wins
Substantially
achieved
2.
Acquisitive growth and pipeline of
opportunities
■ Completed acquisitions of Storm Interface and Trival Antene, and
since year-end, signed the acquisition of 3Gmetalworx
Achieved
3.
Group EBIT margins ■ Delivered adjusted operating margin of 13.8%
■ Investments made in order to drive growth in future years means
that the Group remains on track for its 17% margin target
Substantially
achieved
4.
Refine operational management
structures and develop clusters
■ Management structures refined to provide additional support to
the Group’s business clusters
■ Clustering of businesses will generate operational efficiencies
and improvements in margins, and enable the smooth
integration of new acquisitions as the Group grows
Achieved
5.
Optimise production at the Group’s
Asian sites
■ Completed embedding of operations at our Noratel site in China
following its recent move
■ Significant progress made on the construction of a new, larger
facility in India (due to complete in the first half of FY 2026/27)
■ Significant operational improvements made at our site in Thailand
Substantially
achieved
ESG Objectives
1.
Reduce CY2026 carbon emissions
in line with net-zero targets
■ CY2025 Scope 1 and 2 emissions 68% lower than CY2021, in line
with CY2026 target
Achieved
2.
Define and monitor Group-wide
ESG objectives
■ Good alignment of operating businesses’ ESG objectives and
delivery
Achieved
discoverIE Group plc Innovative Electronics128
DIRECTORS’
REMUNERATION REPORT CONTINUED
Simon Gibbins
Objective Performance Assessment
General Non-Financial Objectives
1.
Equity and debt funding to support
acquisition plans
■ Funding plans updated to ensure sufficient capacity to meet
future acquisition plans
■ Revolving credit facility of £240m extended to May 2030
Achieved
2.
Manage interest on debt
appropriately
■ Debt well managed in response to market conditions Achieved
3.
Sub-divisional reporting structure ■ New financial reporting structure established to support the
Group’s business clusters
Achieved
4.
Deliver planned business
integrations and cost savings
■ Significant cost savings delivered in the year Substantially
achieved
5.
Introduction of finance due
diligence and integration role, and
development of cross-business role
■ New integration structures established and several cross-
business initiatives launched
Substantially
achieved
6.
Manage analyst and investor base ■ Continued strong engagement with analysts and investors
throughout the year
Achieved
ESG Objectives
1.
Support for development of ESG
initiatives and additional reporting
■ Further development in multiple areas (see Sustainability Report
for more details)
Achieved
2.
Finalise preparation ahead
of upcoming changes in UK
Corporate Governance Code
■ Plans established to meet upcoming reporting requirements
(see Corporate Governance Report for more details)
Achieved
3.
Implement corporate
communications tool and set out
ERP upgrade plan
■ Plans for communications tool finalised but not yet launched
■ ERP upgrade programme on track
Substantially
achieved
4.
Successful first year audit with
Deloitte
■ Strong audit quality indicators (see Audit and Risk Committee
report for more details)
Achieved
5.
Continue to improve Group cyber
security
■ Significant work undertaken to improve the Group’s resilience
and preparedness for cyber incidents
Achieved
The Committee assessed these achievements against the pre-set individual objectives and in the context of overall business
performance and decided to award Nick Jefferies and Simon Gibbins a 90% payout for this element of their respective bonuses.
This means that, for the year under review, Nick Jefferies earned a bonus of 61% of salary and Simon Gibbins earned a bonus of
52% of salary. In accordance with the Remuneration Policy, 20% of all bonuses are deferred into shares, as follows:
Bonus
outcome
(% of
maximum)
Bonus
opportunity
(% of salary)
Bonus
outcome
Cash
element
80%
Deferred
share
element
20%
Nick Jefferies 40.9% 150% £346,039 £276,831 £69,208
Simon Gibbins 41.5% 125% £192,549 £154,039 £38,510
Deferred share awards vest three years after grant, subject to continued service. Other than the malus and clawback terms
referred to on page 130, there are no performance conditions attached to these shares. Further details can be found in
Appendix 1 to the Notice for the 2024 Annual General Meeting (available on our website at www.discoverieplc.com).
Financial StatementsAdditional Information
129 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
2023 LTIP vesting (audited)
LTIP Awards were granted on 14 June 2023 to Nick Jefferies and Simon Gibbins with vesting dependent on relative TSR
performance against a comparator group made up of constituents of the FTSE 250 excluding Investment Trusts (45%),
the growth in adjusted EPS over the three-year period ending 31 March 2026 (45%) and carbon emissions reduction (10%).
The specific targets were as follows:
Relative TSR ranking against the FTSE 250 excluding Investment Trusts (45% weighting)
Relative TSR ranking against peers % of award vesting Actual performance
Upper quartile (or above) 100% The Company’s TSR over the
period was -23.2%, which was
below median, resulting in nil
vesting of this element
Between median and upper quartile Straight-line vesting between 25% and 100%
Below median performance 0%
Adjusted EPS Performance (45% weighting)
Adjusted EPS growth from FY22 to FY25 % of award vesting Actual performance
Equal to or above 12ppts p.a. 100% 4.6ppts p.a. growth over the
three-year period, which was
below threshold, resulting in
nil vesting
Between 5ppts p.a. and 12ppts p.a. Straight-line vesting between 25% and 100%
Below 5ppts p.a. 0%
Carbon emissions reduction (10% weighting)
Carbon emissions reduction from a
CY2021 baseline % of award vesting Actual performance
Equal to or above a 65% reduction 100% CY2025 Scope 1 and 2 carbon
emissions reduction of 68%
against CY2021 baseline,
resulting in full vesting
Between 45% and 65% reduction Straight-line vesting between 25% and 100%
Below 45% reduction 0%
The TSR and EPS measures resulted in nil vesting for those elements while the carbon reduction measure was achieved
in full. Therefore, 10% of the 2023 LTIP award will vest on 16 June 2026. The vested awards are subject to a two-year holding
period, during which period dividends will accrue on the vested awards. Dividends also accrued between the date of grant
and vesting.
Director
Date of
grant
Number
of awards
granted
Vesting
outcome
Number
of vesting
awards
Estimated
value of
vesting
awards
Nick Jefferies 14 June 2023 100,794
10%
10,079 £64,753
Simon Gibbins 14 June 2023 60,323 6,032 £38,753
The estimated value of the vested awards is based on the three-month average share price to 31 March 2026 (£6.06). The
values shown also include dividend equivalents of £3,674 for Nick Jefferies and £2,199 for Simon Gibbins.
Malus and clawback
Malus and clawback provisions apply to the annual bonus and LTIP schemes as set out in our Directors’ Remuneration
Policy, a summary of which can be found on pages 121 and 122. In respect of bonus or deferred bonus the relevant discovery
period expires three years from the payment of the bonus or grant of the deferred award as relevant. In respect of LTIP
awards, the relevant discovery period expires on the second anniversary of the vesting of the awards. The Committee
believes these periods are appropriate as they align with the bonus deferral and LTIP holding periods, while providing
sufficient time to identify and address any issues that may arise.
Malus and clawback provisions were not used in the last reporting period.
discoverIE Group plc Innovative Electronics130
DIRECTORS’
REMUNERATION REPORT CONTINUED
Share awards made during the year (audited)
The following LTIP awards were granted on 11 June 2025, in the form of nil cost options:
Director
Face value
as % of
salary Face value
1
Number
of shares
Threshold
vesting
(% of
face value)
Maximum
vesting
(% of
face value)
End of
performance
period
Nick Jefferies 175% £962,971 141,822
25% 100%
31 March 2028
Simon Gibbins 160% £576,281 84,872 31 March 2028
1
The face value of the awards is based on a share price of £6.79, being the three-day average share price directly prior to the grant of the award.
In addition to the grants set out above, 7,956 awards were granted to Simon Gibbins (with a face value of £54,021, based on
a share price of £6.79), in return for him bearing a proportion of the Company’s liability to employer’s National Insurance
arising on exercise. The additional award ensures he is in a neutral position on an after-tax basis. The award was granted on
the same date and under the same conditions as those set out in the table above.
Vesting of these awards is subject to the following performance conditions:
Relative TSR ranking against the FTSE 250 excluding Investment Trusts (50% weighting)
Relative TSR ranking against peers % of award vesting
Upper quartile (or above) 100%
Between median and upper quartile Straight-line vesting between 25% and 100%
Below median performance 0%
Adjusted EPS growth (50% weighting)
Adjusted EPS growth % of award vesting
Equal to or above 12ppts per annum 100%
Between 5ppts and 12ppts per annum Straight-line vesting between 25% and 100%
Below 5ppts per annum 0%
For the TSR and adjusted EPS elements, performance is measured over three years from 1 April 2025 to 31 March 2028. For
the TSR measure, one-month average prices are used prior to the start and end of the performance period. In the case of the
adjusted EPS measure, performance is measured based on growth from FY 2024/25 to FY 2027/28.
Vested shares will be subject to an additional two-year holding period.
Deferred bonus share awards
Deferred bonus share awards were granted on 11 June 2025, in respect of the bonus earned for the financial year ended
31 March 2025. As part of the terms of the bonus, 20% of the annual bonus earned for both Executive Directors was deferred
into deferred share awards.
Director Grant date
Face value
1
(20% of
FY25 bonus,
net of tax)
Number
of shares
Vesting
date
Nick Jefferies 11 June 2025 £88,206 12,997 12 June 2028
Simon Gibbins 11 June 2025 £48,092 7,086 12 June 2028
These awards vest on 12 June 2028 subject to continued service.
Pension arrangements (audited)
Pension contributions/ cash allowances for the Executive Directors are set out in the single figure table on page 127 of this
Report and were based on a contribution rate of 8%, in line with the UK employee pension contribution rate.
Financial StatementsAdditional Information
131 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Directors’ interests under the Long-Term Incentive Plans
Movements in the Executive Directors’ holdings of nil-cost options under the LTIPs during the year are shown below. Values
are calculated using the closing share price on 31 March 2026 (£5.38). No awards were exercised or lapsed in the year. The
performance criteria for the 2025 LTIPs are set out on page 131.
Movements during the year
Number
held at
31.03.25
Vested
but not
exercised
Share
value at
31.03.2026
£
Grant
date
When
exercisable
Number
held at
31.03.2026 Granted Vested Exercised Lapsed
Nick
Jefferies
242,788(v) – – – – 242,788 242,788 1,306,199 31/03/2017 Mar 2022 to Mar 2027
123,998(v) – – – – 123,998 123,998 667,109 29/03/2018 Mar 2023 to Mar 2028
166,236(v) – – – – 166,236 166,236 894,350 30/04/2019 Apr 2024 to Apr 2029
127,039(v) – – – – 127,039 127,039 683,470 30/06/2020 Jul 2025 to Jun 2030
63,310(v) – – – – 63,310 63,310 340,608 29/07/2021 Jul 2026 to Jul 2031
44,710(v) – 44,710 – 86,654 131,364 44,710 240,540 21/06/2022 Jun 2027 to Mar 2032
100,794(nv) – – – – 100,794 – 542,272 14/06/2023 Jun 2028 to Mar 2033
128,839(nv) – – – – 128,839 – 693,154 12/06/2024 Jun 2029 to Mar 2034
141,822(nv) 141,822 – – – – – 763,002 11/06/2025 Jun 2030 to Mar 2035
Simon
Gibbins
106,900(v) – – – – 106,900 106,900 575,122 31/03/2017 Mar 2022 to Mar 2027
63,190(v) – – – – 63,190 63,190 339,962 29/03/2018 Mar 2023 to Mar 2028
92,006(v) – – – – 92,006 92,006 494,992 30/04/2019 Apr 2024 to Apr 2029
62,500(v) – – – – 62,500 62,500 336,250 30/06/2020 Jul 2025 to Jun 2030
37,843(v) – – – – 37,843 37,843 203,595 29/07/2021 Jul 2026 to Jul 2031
26,758(v) – 26,758 – 51,861 78,619 26,758 143,958 21/06/2022 Jun 2027 to Mar 2032
60,323(nv) – – – – 60,323 – 324,538 14/06/2023 Jun 2028 to Mar 2033
77,108(nv) – – – – 77,108 – 414,841 12/06/2024 Jun 2029 to Mar 2034
84,872(nv) 84,872 – – – – – 456,611 11/06/2025 Jun 2030 to Mar 2035
(v) = vested; (nv) = non-vested
In addition to the awards in the above table, the following awards (“NIC Awards”) of nil-cost options were made to Nick
Jefferies and Simon Gibbins as a result of their agreement to take on some or all of the Company’s liability to employers’
National Insurance contributions on the respective awards. These additional awards are such that the award holders are in a
net neutral position after tax, and are subject to the same vesting conditions as the main awards set out above.
Number of NIC Awards
Date of Grant Nick Jefferies Simon Gibbins
29/3/2018 N/A 13,916
30/4/2019 N/A 15,379
30/6/2020 13,985 10,446
29/7/2021 12,413 7,441
21/6/2022 N/A 7,370
14/6/2023 N/A 5,655
12/6/2024 N/A 7,228
11/6/2025 N/A 7,956
discoverIE Group plc Innovative Electronics132
DIRECTORS’
REMUNERATION REPORT CONTINUED
Directors’ share interests (audited)
The interests of the Directors who held office as at 31 March 2026 (including family interests) in ordinary shares (fully paid, 5p)
of the Company, were as follows:
Shares held at 31 March 2026
Unencumbered
shares
Nil cost
options
vested but
not exercised
and outside
of holding
period
Nil cost
options
vested but
subject to
additional
holding
period
3,4
Nil cost
options
unvested and
subject to
performance
conditions
Unencumbered
shares held at
31 March 2025
Value of
current
shareholding
(% of salary)
Nick Jefferies 1,303,722
1
660,061 121,017 371,455 1,303,722 1,154%
Simon Gibbins 438,083
2
324,596 71,687 222,303 430,535 583%
Bruce Thompson 90,000 – – – 75,000
Clive Watson 37,136 – – – 36,471
Rosalind Kainyah 656 – – – 656
Celia Baxter 7,642 – – – 7,642
1
Nick Jefferies holds 1,303,722 shares outright. In line with the Remuneration Policy, 20% of bonuses from FY 2019/20 onwards were deferred into shares or share
awards. The figure of 1,303,722 includes the shares bought with those deferred bonuses from FY2019/20 to FY2023/24. See footnote 4 for the share awards from
FY2024/25.
2
Simon Gibbins holds 438,083 shares outright. In line with the Remuneration Policy, 20% of bonuses from FY 2021/22 onwards were deferred into shares or share
awards. The figure of 438,083 includes the shares bought with those deferred bonuses from FY2019/20 to FY2023/24. See footnote 4 for the share awards from
FY2024/25.
3
Options subject to the additional holding period are not capable of exercise. No further performance conditions apply.
4
From FY2024/25 onwards deferred bonus share (“DSBP”) awards were granted in the form of nil cost options. As well as nil cost options under LTIP schemes that
have vested, the figures shown in this column include the DSBP awards granted in FY2024/25 (as referred to on page 131).
The interests of all Directors at 1 June 2026 are unchanged from those at 31 March 2026. The values of current shareholdings
for Nick Jefferies and Simon Gibbins have been valued using the share price as at 31 March 2026 of £5.38 and include all
options that have vested but remain unexercised and are based on salaries as at 1 June 2026.
Both of the Executive Directors have met the current shareholding requirements. In accordance with the remuneration
policy, Executive Directors are required to build up/maintain a shareholding of at least 250% of salary over time.
The figures for shares/ nil cost options subject to performance conditions exclude any additional awards to Executive
Directors in respect of employer’s National Insurance.
New Executive Directors are required to build up/maintain a shareholding of at least 200% of salary, including LTIP shares
where performance conditions no longer apply.
Dilution
The Company’s share schemes are funded through a combination of shares purchased in the market and newly issued
shares, as appropriate. The Company monitors the number of shares issued under the schemes and their impact on dilution
limits.
As at 31 March 2026, approximately 5.5m shares (5.6%) in the last ten years have been, or may be, issued to settle awards
made in the last ten years in connection with all share schemes and executive share schemes, respectively. The Company is
committed to remaining within The Investment Association’s 10% in 10 years dilution limit.
Payments for loss of office (audited)
There were no payments for loss of office during the year.
Payments to past Executive Directors (audited)
There were no payments to past Executive Directors during the year.
This represents the end of the audited section of the Report.
Financial StatementsAdditional Information
133 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Pay for performance
The graph below shows Total Shareholder Return (“TSR”) in terms of change in value (with dividends deemed to be
reinvested gross on the ex-dividend date) of an initial investment of £100 on 31 March 2016 between that date and
31 March 2026 in a holding of the Company’s shares, compared with the corresponding TSR in a hypothetical holding of £100
invested in the FTSE 250 Index. This index has been chosen because it is considered to be a reasonable comparator in terms
of the Company’s size and its share liquidity. The accompanying table details the Group Chief Executive’s single figure of
remuneration and actual variable pay outcomes over the same period.
31 Mar 202631 Mar 2016 31 Mar 2017 31 Mar 2018 31 Mar 202531 Mar 2019 31 Mar 2020 31 Mar 2021 31 Mar 202331 Mar 2022 31 Mar 2024
300
250
200
150
100
50
0
400
350
discoverIE Return Index FTSE 250 Return Index Source: Datastream (a LSEG product)
Total Shareholder Return
Group Chief Executive single total figure of remuneration history
Nick Jefferies was Group Chief Executive throughout the period shown in the table below.
2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
Single figure of total remuneration
(£’000) 665 1,803 1,796 2,093 1,717 2,580 2,245 1,533
2
1,339 1,044
Salary (£’000) 429 438 453 467 443 490 510 530 530 565
Bonus outcome (% of maximum) 43.5 63.7 69.2 62.0 60.1 100 76 63 55.5 41
LTIP outcome (% of maximum) – 100 100 100 75.9 100 100 85 34 10
Turnover (£m) 338 387.9 438.9 466.4 454.3 379.2 448.9 437.0 422.9 443.3
Adjusted operating profit (£m) 20 24.5 30.6 37.1 35.2 41.4
1
51.8 57.2 60.5 61.0
1
Continuing operations.
2
The LTIP values for 2025 were estimated last year based on the three-month average share price to 31 March 2025. The values have been updated to reflect the
actual share price on the vesting date (£6.62).
discoverIE Group plc Innovative Electronics134
DIRECTORS’
REMUNERATION REPORT CONTINUED
Group Chief Executive remuneration
Annual percentage change in remuneration of Directors and employees
As required by the 2019 regulations, the table below shows a comparison of the annual change of each individual Director’s
pay to the annual change in average UK employee pay. discoverIE Group plc has no employees itself and therefore the
Committee has selected this comparator group on the basis that the Executive Directors are UK-based. Average employee
pay is based on a full-time equivalent (“FTE”) calculation.
% change from
2021 to 2022
% change from
2022 to 2023
% change from
2023 to 2024
% change from
2024 to 2025
% change from
2025 to 2026
Salary
or
fees Benefits Bonus
Salary
or
fees Benefits Bonus
Salary
or
fees Benefits Bonus
Salary
or
fees Benefits Bonus
Salary
or
fees Benefits Bonus
Employees 5% 0% 153% 5% 59% 13% 6% 1% 6% 1% 8% -32% 6% -1% 11%
Executive Directors
Nick Jefferies 11%
1
2% 121% 4% -8% -21% 4% -37% -13% 0% 0% -12% 6% 6% -22%
Simon Gibbins 11%
1
2% 129% 3% 26% -23% 4% 4% -13% -2% 0% -12% 9% 7% -20%
Non-Executive Directors
Bruce
Thompson 11%
1
– – 94%
4
– – 70%
4
– – 0% – – 3% – –
Clive Watson 11%
1
– – 6% – – 4% – – 0% – – 4% – –
Rosalind
Kainyah n/a – – 397%
3
– – 4% – – 0% – – 4% – –
Celia Baxter – – n/a 23%
5
1
Salaries and fees for the year ended 31 March 2021 were voluntarily reduced by all Directors by 20% for three months in light of the Covid pandemic, as explained in
the 2022 Annual Report. Without that reduction, the underlying increase in salary and fees from 2021 to 2022 was 5%.
2
Joined the Board in January 2022.
3
The increase in Rosalind Kainyah’s fee in FY 2022/23 reflects her appointment towards the end of FY 2021/22, with FY 2022/23 showing a full year of fees, as well as
her appointment as Chair of the Sustainability Committee from 1 April 2022.
4
The increase in Bruce Thompson’s fees for FY 2022/23 and FY 2023/24 reflects his appointment as Chairman from 1 November 2022.
5
The increase in Celia Baxter’s fee in FY 2025/26 reflects her appointment part way through FY 2024/25 as Senior Independent Director and Chair of the
Remuneration Committee.
CEO pay ratio
The table below sets out the pay ratios for the Group Chief Executive in relation to the equivalent pay for the lower quartile,
median and upper quartile UK employees (calculated on a full-time basis). The principal reason for the changes between
2020, 2021 and 2022 are the changes in the overall remuneration of the Group Chief Executive, with a voluntary reduction in
salary and bonuses in 2021 during the Covid pandemic and a full bonus payout in 2022. In 2023, the ratios returned closer to
pre-pandemic levels.
The 2026 median CEO pay ratio of 29:1 is lower than last year (40:1). This reflects the significantly lower variable remuneration
earned by the Group Chief Executive this year (see above), and an increase in the median of above workforce averages.
Year Method
25th
percentile
pay ratio
Median
pay ratio
75th
percentile
pay ratio
2026 Option B 40:1 29:1 16:1
2025 Option B 48:1 40:1 22:1
2024 Option B 60:1 45:1 26:1
2023 Option B 86:1 69:1 43:1
2022 Option B 117:1 68:1 44:1
2021 Option B 63:1 47:1 25:1
2020 Option B 83:1 57:1 40:1
1
The Company determined the remuneration figures for the employee at each quartile with reference to a date of 31 March 2026.
2
The Group used calculation method B as the Gender Pay Gap data is already collated for UK employees and was therefore readily available.
3
Following a review, the Committee was satisfied that the three individuals reported on are representative of the lower quartile, median and upper quartile
employees. No adjustments or estimates were used.
Financial StatementsAdditional Information
135 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
Set out in the table below is the total pay and benefits as well as the salary component of remuneration for the employees
identified as being at the relevant percentiles.
25th
percentile Median
75th
percentile
Salary £23,500 £34,756 £57,500
Total pay and benefits £25,892 £36,256 £63,933
Importance of the spend on pay
The table below shows the importance of the spend on pay for all employees across the globe compared with the
returns distributed to Shareholders, during the year under review and the prior financial year. The information is based on
like-for-like constant currency and includes annualised prior year acquisitions.
2026
£m
2025
£m
change
%
Remuneration paid to or receivable by all employees 129.0 116.8 10%
Distributions to Shareholders by way of dividends (net of share issues) 12.2 11.7 4%
Statement of implementation of the remuneration policy in the financial year ending
31 March 2027
The table below sets out a summary of how the remuneration policy will apply during 2026/27.
Remuneration
element Remuneration for year ending 31 March 2026
Base salary
■ Salaries for FY 2026/27 are:
– £626,240 for the Group Chief Executive (3.0% increase).
– £416,120 for the Group Finance Director (3.0% increase).
Base salary increases across the Group for FY 2026/27 vary according to local conditions, with up to 15% in some
countries; in the UK, where the Executive Directors are based, average employee increase is 3%.
Pension
■ Cash equivalent of 8% of salary (in line with the UK workforce).
Annual
bonus
■ The maximum bonus opportunity will be 150% of salary for Group Chief Executive and 125% of salary for
Group Finance Director, in line with last year.
■ Target bonus opportunity is 50% of maximum.
■ Performance metrics are based 60% on adjusted operating profit at constant currency, 24% on adjusted
operating cash flow at constant currency, 16% on strategic objectives (including ESG). Due to the close link
between targets and the long-term strategy, the bonus targets for the year ending 31 March 2027 have not
been disclosed in this report due to commercial sensitivity. However, further information on these bonus
targets will be disclosed in next year’s Annual Report and Accounts.
■ Mandatory deferral of 20% of any bonus earned into discoverIE share awards for a period of three years under
the Deferred Share Bonus Plan, where Executive Directors have met their shareholding guideline. (One third
of bonus earned is deferred if an Executive Director has not met that guideline).
LTIP
■ LTIP awards for FY 2026/27 will be at 175% of salary for the Group Chief Executive and 160% of salary for the
Group Finance Director which is in line with last year and lower than the 200% LTIP policy limit.
■ Performance metrics and targets will be based 50% on adjusted EPS growth and 50% on relative TSR.
■ The adjusted EPS range will require growth of 5% p.a. for threshold vesting and 12% p.a. growth for full vesting.
Vesting of the EPS element shall also be subject to an underpin requiring the Committee to be satisfied with
the Group’s annual rate of return on capital employed (“ROCE”) over the measurement period.
■ The TSR peer group will be the FTSE 250 (excluding Investment Trusts). Threshold vesting (25%) will apply for
median performance and full vesting (100%) will require upper quartile or higher.
Shareholding
guidelines
■ A shareholding guideline of 250% of salary applies for the Group Chief Executive and Group Finance Director.
1
Additional awards may be granted to the Group Finance Director in return for him bearing some of the Company’s liability to employers’ National Insurance arising
on the exercise of the grant referred to above. The additional award ensures that he is in a neutral position on an after-tax basis, assuming no change in the tax rate.
discoverIE Group plc Innovative Electronics136
DIRECTORS’
REMUNERATION REPORT CONTINUED
Following a review of non-executive director fees, the fees for the Non-Executive Directors from 1 April 2026 will be as set
out below. The review highlighted that fees were below market rates for the time commitment and responsibilities of the
respective roles being undertaken and are therefore being increased by between 7% to 9% in order to address this.
As at 1 April 2026
Basic fee
(£)
Committee
Chair fee
(£)
SID fee
(£)
Total
£
Bruce Thompson 211,000 – – 211,000
Celia Baxter 59,000 10,500 10,500 80,000
Rosalind Kainyah 59,000 10,500 – 69,500
Clive Watson 59,000 10,500 – 69,500
Role of the Remuneration Committee
The Committee is responsible for considering and making recommendations to the Board on the remuneration of the
Executive Directors. In doing so, it reports to the Board on how it has discharged its responsibilities and operates within
agreed terms of reference, which can be found on the Group’s website. The members of the Committee are set out on
page 116.
The Committee also considers the recommendations of the Group Chief Executive with regard to senior management
who are not Executive Directors, in determining their remuneration packages, including bonuses, incentive payments,
share options and other share-based awards. The Group Company Secretary and the Head Office HR Manager provide
administrative support.
Advisers
During the year, the Committee received independent advice on executive remuneration from FIT Remuneration
Consultants LLP (“FIT”). FIT was appointed by the Committee following a competitive tender process. FIT is a signatory to
the Remuneration Consultants’ Code of Conduct. FIT does not provide any services other than advice to the Remuneration
Committee and the Committee considers FIT to be independent and objective. The fees paid to FIT for advising the
Committee for the financial year ended 31 March 2026 were £36,583, based partly on a fixed fee basis and partly on
time spent.
Shareholder voting
As at 1 April 2024 For
1
Against Withheld
2
2024 binding vote on the Directors’
Remuneration Policy 75,169,860 96.03% 3,111,165 3.97% 5,712
2024 approval of the Remuneration Report
(excl. Policy) 77,383,278 98.85% 900,574 1.15% 2,885
1
Includes votes at the Chairman’s discretion.
2
A vote “withheld” is not a vote in law and is not counted in the calculation of the proportion of votes for and against the resolution.
Financial StatementsAdditional Information
137 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate Governance
The Directors are responsible for preparing the Annual Report and the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are
required to prepare the Group financial statements in accordance with United Kingdom adopted international accounting
standards. The Directors have chosen to prepare the parent Company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including
FRS 101 “Reduced Disclosure Framework”. 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 Company and of the profit or loss of
the Company for that period.
In preparing the parent Company financial statements, the Directors are required to:
■ select suitable accounting policies and then apply them consistently;
■ make judgements and accounting estimates that are reasonable and prudent;
■ state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed
and explained in the financial statements; and
■ prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will
continue in business.
In preparing the Group financial statements, International Accounting Standard 1 requires that Directors:
■ properly select and apply accounting policies;
■ present information, including accounting policies, in a manner that provides relevant, reliable, comparable and
understandable information;
■ provide additional disclosures when compliance with the specific requirements of the financial reporting framework
are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the
entity’s financial position and financial performance; and
■ make an assessment of the Company’s ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on
the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Responsibility statement
We confirm that to the best of our knowledge:
■ the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair
view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the
consolidation taken as a whole;
■ the Strategic Report includes a fair review of the development and performance of the business and the position of
the Company and the undertakings included in the consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face; and
■ the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the
information necessary for Shareholders to assess the Company’s position and performance, business model and strategy.
This responsibility statement was approved by the Board of Directors on 2 June 2026 and is signed on its behalf by:
Nick Jefferies Simon Gibbins
Group Chief Executive Group Finance Director
2 June 2026 2 June 2026
discoverIE Group plc Innovative Electronics
STATEMENT OF DIRECTORS’
RESPONSIBILITIES
IN RESPECT OF THE FINANCIAL STATEMENTS
138
Financial StatementsAdditional Information Strategic ReportCorporate Governance
139 Annual Report and Accounts for the year ended 31 March 2026 139
Corporate Governance
Report on the audit of the financial statements
1. Opinion
In our opinion:
■ the financial statements of discoverIE Group plc (the ‘Company’) and its subsidiaries (the ‘Group’) give a true and
fair view of the state of the Group’s and of the Company’s affairs as at 31 March 2026 and of the Group’s profit for
the year then ended;
■ the Group financial statements have been properly prepared in accordance with United Kingdom adopted
international accounting standards;
■ the Company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure
Framework”); and
■ the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
■ the Consolidated Statement of Profit or Loss;
■ the Consolidated Statement of Comprehensive Income;
■ the Consolidated Statement of Financial Position;
■ the Consolidated Statement of Changes in Equity;
■ the Consolidated Statement of Cash Flows;
■ the related notes 1 to 35 to the Consolidated financial statements, including the material accounting policy information;
■ the Company Statement of Financial Position;
■ the Company Statement of Changes in Equity; and
■ the related notes 1 to 12 to the Company financial statements, including the material accounting policy information.
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable
law and United Kingdom adopted international accounting standards. The financial reporting framework that has been
applied in the preparation of the Company financial statements is applicable law and United Kingdom Accounting
Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial
statements section of our report.
We are independent of the Group and the Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the Financial Reporting Council’s (the ”FRC’s”) Ethical Standard as
applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. The non-audit services provided to the Group and Company for the year are disclosed in note 32 to the Group
financial statements. We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard
to the Group or the Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
discoverIE Group plc Innovative Electronics140
INDEPENDENT AUDITOR’S REPORT TO
THE MEMBERS OF discoverIE Group plc
3. Summary of our audit approach
Key audit matters The key audit matter that we identified in the current year was the appropriateness of revenue
recognised in the correct accounting period (revenue ‘cut-off’).
Materiality The materiality that we used for the Group financial statements was £2.3m (2025: £2.3m) which
was determined on the basis of adjusted profit before tax.
Scoping We used component auditors to test specific account balances in 25 (2025: 28) reporting units
across 13 countries and the Group engagement team performed audits on 7 (2025: 7) reporting
units at group level including the Company. This covered 71% (2025: 72%) of Group revenue, 82%
(2025: 84%) of profit before tax and 84% (2025: 79%) of net assets.
Changes to our approach The extent of our audit testing is comparable with the previous year. There are no other significant
changes in our approach, as compared to 2025.
4. Conclusions relating to going concern
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’s and Company’s ability to continue to adopt the going concern
basis of accounting included:
■ obtaining an understanding of the processes and controls underpinning the directors’ forecasting of financial
performance and cash flows;
■ assessing the Group’s borrowing facilities explained in note 26 to the Group financial statements, including the total
amounts available, the repayment dates, and related covenants;
■ testing the mechanical and logical accuracy of management’s forecasts, and liquidity and sensitivity calculations;
■ assessing the forecasts in comparison to historical performance, industry expectations, and external data points;
■ challenging the downside scenarios modelled by the Group, including their reverse stress tests, in consideration of
recent experience and whether they were sufficiently severe;
■ evaluating whether other events or conditions, for example potential trade volatility arising from changing tariff regimes
and the conflict in the Middle-East, are appropriately considered in forecasts and downside scenarios;
■ assessing the requirements of the financial covenants and the potential risk of a covenant breach; and
■ assessing the appropriateness of the disclosures provided in note 2 of the Group financial statements.
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 Group’s and Company’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.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Additional Information
141 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall
audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
5.1. Appropriateness of revenue recognised in the correct accounting period (revenue ‘cut-off’)
Key audit matter
description
The Group recognised revenue of £443.3 million in 2026 (2025: £422.9 million) of which the
significant majority is earned through sale of goods in the form of a range of customised
electronics for industrial applications. Refer to notes 4 and 5 to the Group financial statements for
analysis by nature and operating segment. The Group recognises revenue from sale of goods at a
point in time on shipment, on delivery, or when goods are accepted by the customer, depending
on the incoterm used for the sale transaction.
Revenue should be recognised once control of goods has passed to the customer in line with the
relevant incoterms and the Group’s revenue recognition policy. The Group is highly disaggregated
and operates in a number of different jurisdictions, trading under a range of incoterms, and
utilises different IT infrastructure in different businesses. That leads to a risk that revenue is
recognised at an inappropriate time due to an incorrect determination of when control has
passed. There could be an incentive to recognise revenue in one period or another, in order to
meet budgets or targets, and so we consider the cut-off of revenue to represent a key audit matter
and a potential fraud risk.
Refer to note 2 for the Group’s revenue recognition policy and note 5 for the Group’s segmental
reporting showing revenue by operating segment.
How the scope of our
audit responded to the
key audit matter
We have performed the following procedures to address this key audit matter:
■ obtaining an understanding of the revenue cycle and relevant controls in place to address the
risk of inappropriate cut-off;
■ identified a pre- and post- year end ‘risk period’ for sales transactions for which there may be
judgement as to whether control has passed as at the year-end and assessing a sample of those
sales transactions against purchase orders, despatch documentation, and sales invoices, as
necessary in order to determine whether revenue is recognised in the correct period; and
■ testing credit notes issued post year end and assessing the appropriateness of the reason for
the credit note while also evaluating whether it aligns with the Group’s revenue recognition
policy.
Key observations We concluded that the revenue recognition policies of the Group, relating to the timing of
revenue recognition and the point at which control passes, are reasonable, and that they are
applied appropriately.
discoverIE Group plc Innovative Electronics142
INDEPENDENT AUDITOR’S REPORT TO
THE MEMBERS OF discoverIE Group plc
CONTINUED
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in
planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Company financial statements
Materiality £2.3 million (2025: £2.3 million) £2.0 million (2025: £2.0 million)
Basis for
determining
materiality
We determined materiality on the basis of 5%
of forecasted adjusted profit before tax, this
represents 4.4% of final adjusted profit before tax,
as disclosed in note 6 to the financial statements.
(2025: represented 4.6% of final adjusted profit
before tax).
Company materiality equates to 1% of net assets
(2025: 0.5% of net assets), which is capped at 90% of
Group materiality.
Rationale for
the benchmark
applied
We have used adjusted profit before tax for
determining materiality. Adjusted profit before tax
is defined as profit before tax excluding acquisition
and disposal related costs. This is considered to
be a key benchmark as this metric is important
to the users of the financial statements (investors
and analysts being the key users for a listed
entity) because it provides a means of evaluating
performance of the business on a consistent basis
and hence its ability to pay a return on investment
to the investors.
As the ultimate holding company of the Group
we consider net assets to be an appropriate
benchmark for our materiality determination.
Adjusted PBT (£51.9m)
Group materiality
Group materiality
Component performance
materiality range
£2.3m
£0.7m - 1.3m
£0.12m
Audit and Risk Committee
reporting threshold
Additional Information
143 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and
undetected misstatements exceed the materiality for the financial statements as a whole.
Group financial statements Company financial statements
Performance
materiality
65% of Group materiality (2025: 65%) 65% of Company materiality (2025: 65%)
Basis and rationale
for determining
performance
materiality
In determining performance materiality, we considered the following factors:
a. the quality of the control environment and whether we were able to rely on controls;
b. the disaggregated nature of the Group and relative size of individual businesses;
c. the nature, volume and size of misstatements in the previous audit; and
d. low turnover of management and key accounting personnel.
6.3. Error reporting threshold
We agreed with the Audit and Risk Committee that we
would report to the Committee all audit differences in
excess of £115,000 (2025: £115,000), as well as differences
below that threshold that, in our view, warranted reporting
on qualitative grounds. We also report to the Audit and
Risk Committee on disclosure matters that we identified
when assessing the overall presentation of the financial
statements.
7. An overview of the scope of our audit
7.1. Identification and scoping of
components
The Group is highly disaggregated and operates in 20
countries, with 40 manufacturing locations. Our definition
of component is aligned to the reporting unit structure
within the Group. Our audit was scoped by obtaining an
understanding of the Group and its environment, including
Group-wide controls, and assessing the risks of material
misstatement at the Group and component level.
Our determination of which components to include in our
audit scope considered:
■ qualitative and quantitative risk factors, in consideration
of the Group materiality of £2.3 million;
■ the structure of internal reporting within the Group;
■ changes to the Group arising from acquisitions,
disposals, or restructuring events; and
■ the outcome of recent internal audit reports, or other
indications of increased risk identified by management
or the directors.
The parent company is located in the UK and is audited
directly by the Group audit team. The Group audit team
also executed the in-scope component audits in the UK
and US. As each of the components maintains separate
financial records, we have engaged component auditors
from the Deloitte member firms in China, Denmark, France,
Germany, India, Norway, Poland, Slovakia, Sri Lanka and
Sweden to perform procedures under our direction and
supervision as further described in section 7.4 below.
For the purposes of our Group audit we have performed
audit procedures on one or more classes of transactions,
or account balances, on components which represent 71%
(2025: 72%) of revenue, 82% (2025: 84%) of profit before tax,
and 84% (2025: 79%) of net assets.
We used component auditors to test specific account
balances in 25 (2025: 28) reporting units across 13 countries
and the Group engagement team performed audits
on 7 (2025: 7) reporting units at group level including the
Company.
Our work on the components, including the parent
company, was executed at levels of performance materiality
applicable to each individual component, which were lower
than Group performance materiality and ranged from
£0.7 million to £1.3 million (2025: £0.6 million to £1.3 million).
At a Group level we have tested the consolidation processes,
and have performed a review at group level on components
and balances that were not subject to audit procedures.
71%
29%
Revenue
Specified account balances
and transactions
Review at group level
82%
18%
Profit before
tax
84%
16%
Net assets
71%
29%
Revenue
Specified account balances
and transactions
Review at group level
82%
18%
Profit before
tax
84%
16%
Net assets
71%
29%
Revenue
Specified account balances
and transactions
Review at group level
82%
18%
Profit before
tax
84%
16%
Net assets
71%
29%
Revenue
Specified account balances
and transactions
Review at group level
82%
18%
Profit before
tax
84%
16%
Net assets
discoverIE Group plc Innovative Electronics144
INDEPENDENT AUDITOR’S REPORT TO
THE MEMBERS OF discoverIE Group plc
CONTINUED
7.2. Our consideration of the control
environment
The Group operates a range of IT systems which underpin
the financial reporting processes. These vary in complexity
and can vary by geography and/or reporting entity.
For certain components subject to audit procedures, we
identified relevant IT systems for the purpose of our audit
work. These were typically the principal Enterprise Resource
Planning (ERP) systems for each relevant component that
govern the general ledger and transaction accounting
balances, and also included the Group’s consolidation
system. Our approach was principally designed to inform
our risk assessment and, as such, with the involvement of
our IT specialists we obtained an understanding of relevant
IT controls and tested the general IT controls for some
operating entities.
Consistent with the prior year, we did not plan to rely on
the operating effectiveness of controls (automated or
otherwise). This strategy reflected our knowledge of the
control environment and in particular the disaggregated
nature of the business which brings inherent segregation
of duty challenges in certain smaller businesses; limited
formality of the control environment with regards to
retention of evidence of a control’s operation sufficient for
our testing purposes; and our understanding of the Group’s
ongoing programme to upgrade legacy systems.
Management continue to assess and monitor the
effectiveness of the Group’s control environment, along
with reporting to and oversight from the Audit and Risk
Committee as explained in their report on page 107. This
includes consideration of developments in controls in the
context of the FRC guidance and changes to the Corporate
Governance Code. As the Group develops, we expect
our audit approach to evolve in future years alongside
developments in the internal control environment.
7.3. Our consideration of climate-related
risks
In planning our audit we considered the potential impact
of climate change on the Group’s business and on the
balances in the financial statements. The Group has
assessed the risks and opportunities of climate change
and has summarised the outputs of that assessment on
pages 60 to 68 of this Annual Report.
We have considered whether the outputs of the
assessment, as disclosed in the basis of preparation, on
page 155 of the Annual Report, are consistent with our
understanding of the business and with the forecasts
which are used to support account balances (including
goodwill), the use of the going concern assumption, and
the explanations given in the viability statement. We did
not identify any additional risks of material misstatement
as a result of the assessment and have considered it as
part of our wider response to forecasts, and audit of related
account balances.
In considering the disclosures presented as part of the
Strategic Report, we engaged our Environmental, Social
and Governance (“ESG”) specialists to assist in evaluating
whether appropriate disclosures have been made in the
financial statements with reference to the Task Force on
Climate-Related Financial Disclosures (“TCFD”) and Climate-
related Financial Disclosure (“CFD”) requirements. We have
also assessed whether these disclosures are materially
consistent with the financial statements and reflect our
understanding of the Group’s approach to climate.
7.4. Working with other auditors
The audit work completed by our component audit teams
was performed under the direction and supervision of the
Group audit team. We were directly involved in planning
discussions, including holding partner-led discussions
related to fraud, and risk assessment conclusions. We
provided our component teams with detailed instructions
and maintained frequent communication throughout
the planning, interim, and final audit stages. We reviewed
component audit working papers which were significant to
the Group audit conclusions, and challenged findings and
observations based on reporting we received.
Senior members of our Group audit team visited seven
component locations across the UK, the US, India, Sri Lanka,
and Germany. We attended all audit close meetings either
in-person or via conference calls.
8. Other information
The other information comprises the information included
in the Annual Report, other than the financial statements
and our auditor’s report thereon. The directors are
responsible for the other information contained within the
Annual Report.
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.
Additional Information
145 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement, 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 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 Company or to
cease operations, or have no realistic alternative but to do so.
10. 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.
A further description of our responsibilities for the audit of
the financial statements is located on the FRC’s website
at: www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
11. Extent to which the audit was
considered 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.
11.1. Identifying and assessing potential risks
related to irregularities
In identifying and assessing risks of material misstatement
in respect of irregularities, including fraud and non-
compliance with laws and regulations, we considered the
following:
■ the nature of the industry and sector, control
environment and business performance including
the design of the Group’s remuneration policies, key
drivers for directors’ remuneration, bonus levels and
performance targets;
■ the Group’s own assessment of the risks that
irregularities may occur either as a result of fraud
or error;
■ results of our enquiries of management, internal audit,
the directors and the Audit and Risk Committee about
their own identification and assessment of the risks of
irregularities, including those that are specific to the
Group’s sector;
■ any matters we identified having obtained and reviewed
the Group’s documentation of their policies and
procedures relating to:
■ identifying, evaluating and complying with laws and
regulations and whether they were aware of any
instances of non-compliance;
■ detecting and responding to the risks of fraud
and whether they have knowledge of any actual,
suspected or alleged fraud;
■ the internal controls established to mitigate risks of
fraud or non-compliance with laws and regulations;
■ the matters discussed among the audit engagement
team including component audit teams and relevant
internal specialists, including tax, valuations, pensions,
IT and forensic specialists regarding how and where
fraud might occur in the financial statements and any
potential indicators of fraud.
As a result of these procedures, we considered the
opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential
for fraud in the appropriateness of revenue recognised
in the correct accounting period (revenue ‘cut-off’). In
common with all audits under ISAs (UK), we are also
required to perform specific procedures to respond to the
risk of management override.
We also obtained an understanding of the legal and
regulatory frameworks that the Group operates in, focusing
on provisions of those laws and regulations that had a
direct effect on the determination of material amounts and
disclosures in the financial statements. The key laws and
regulations we considered in this context included the UK
Companies Act, UK Listing Rules, pensions legislation, and
tax legislation.
In addition, we considered provisions of other laws
and regulations that do not have a direct effect on the
financial statements but compliance with which may be
fundamental to the Group’s ability to operate or to avoid a
material penalty.
discoverIE Group plc Innovative Electronics146
INDEPENDENT AUDITOR’S REPORT TO
THE MEMBERS OF discoverIE Group plc
CONTINUED
11.2. Audit response to risks identified
As a result of performing the above, we identified the
appropriateness of revenue recognised in the correct
accounting period (revenue ‘cut-off’) as a key audit matter
related to the potential risk of fraud. The key audit matters
section of our report explains the matter in more detail and
also describes the specific procedures we performed in
response to that key audit matter.
In addition to the above, our procedures to respond to risks
identified included the following:
■ reviewing the financial statement disclosures and
testing to supporting documentation to assess
compliance with provisions of relevant laws and
regulations described as having a direct effect on the
financial statements;
■ enquiring of management, the Audit and Risk
Committee and in-house legal counsel concerning
actual and potential litigation and claims;
■ performing analytical procedures to identify any unusual
or unexpected relationships that may indicate risks of
material misstatement due to fraud;
■ reading minutes of meetings of those charged with
governance, reviewing internal audit reports and
reviewing correspondence with HMRC; and
■ in addressing the risk of fraud through management
override of controls, testing the appropriateness of journal
entries and other adjustments; assessing whether the
judgements made in making accounting estimates are
indicative of a potential bias; and evaluating the business
rationale of any significant transactions that are unusual
or outside the normal course of business.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members including internal specialists and
component audit teams, and remained alert to any
indications of fraud or non-compliance with laws and
regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance
with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
■ 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 the Company and their environment obtained
in the course of the audit, we have not identified any material misstatements in the strategic report or the
directors’ report.
Additional Information
147 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that
part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate
Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained
during the audit:
■ the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting
and any material uncertainties identified set out on page 114;
■ the directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and
why the period is appropriate set out on page 85;
■ the directors’ statement on fair, balanced and understandable set out on page 106;
■ the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out
on page 96;
■ the section of the Annual Report that describes the review of effectiveness of risk management and internal
control systems set out on page 107; and
■ the section describing the work of the Audit and Risk Committee set out on page 104.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
■ we have not received all the information and explanations we require for our audit; or
■ adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been
received from branches not visited by us; or
■ the Company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration
have not been made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting
records and returns.
We have nothing to report in respect of these matters.
discoverIE Group plc Innovative Electronics148
INDEPENDENT AUDITOR’S REPORT TO
THE MEMBERS OF discoverIE Group plc
CONTINUED
15. Other matters which we are required
to address
15.1. Auditor tenure
Following the recommendation of the Audit and Risk
Committee, we were appointed by the shareholders on
26 July 2024 to audit the financial statements for the year
ending 31 March 2025 and subsequent financial periods.
The period of total uninterrupted engagement including
previous renewals and reappointments of the firm is
two years, covering the years ending 31 March 2025 to
31 March 2026.
15.2. Consistency of the audit report with the
additional report to the Audit and Risk
Committee
Our audit opinion is consistent with the additional report to
the Audit and Risk Committee we are required to provide in
accordance with ISAs (UK).
16. Use of our report
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or for
the opinions we have formed.
As required by the Financial Conduct Authority (FCA)
Disclosure Guidance and Transparency Rule (DTR) 4.1.15R
– DTR 4.1.18R, these financial statements will form part of
the Electronic Format Annual Financial Report filed on
the National Storage Mechanism of the FCA in accordance
with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides
no assurance over whether the Electronic Format Annual
Financial Report has been prepared in compliance with
DTR 4.1.15R – DTR 4.1.18R.
Jane Makrakis FCA
(Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Reading, United Kingdom
02 June 2026
Additional Information
149 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
Notes
2026
£m
2025
£m
Revenue 4 443.3 422.9
Operating costs 7 (398.1) (380.5)
Operating profit 7 45.2 42.4
Finance income 9 2.7 3.7
Finance costs 9 (11.8) (14.1)
Profit before tax 36.1 32.0
Tax expense 10 (7.1) (7.4)
Profit for the year 29.0 24.6
Earnings per share 13
Basic, profit for the year 30.2p 25.6p
Diluted, profit for the year 29.4p 25.0p
The above consolidated Statement of Profit or Loss should be read in conjunction with the accompanying notes.
Alternative performance measures Notes
2026
£m
2025
£m
Operating profit 7 45.2 42.4
Add back: Net acquisition and disposal (credit)/expenses 6 (0.5) 1.9
Amortisation of acquired intangible assets 18 16.3 16.2
Adjusted operating profit 61.0 60.5
Profit before tax 36.1 32.0
Add back: Net acquisition and disposal (credit)/expenses 6 (0.5) 1.9
Amortisation of acquired intangible assets 18 16.3 16.2
Adjusted profit before tax 51.9 50.1
Adjusted earnings per share – diluted 6 40.3p 38.7p
Adjusted earnings per share – basic 6 41.3p 39.7p
discoverIE Group plc Innovative Electronics150
CONSOLIDATED STATEMENT
OF PROFIT OR LOSS
FOR THE YEAR ENDED 31 MARCH 2026
SUPPLEMENTARY STATEMENT
OF PROFIT OR LOSS INFORMATION
FOR THE YEAR ENDED 31 MARCH 2026
Notes
2026
£m
2025
£m
Profit for the year 29.0 24.6
Other comprehensive gain/(loss):
Items that will not be subsequently reclassified to profit or loss:
Actuarial gain/(loss) on defined benefit pension scheme 31 0.3 (4.7)
Tax (charge)/credit relating to defined benefit pension scheme 10 (0.1) 1.2
0.2 (3.5)
Items that may be subsequently reclassified to profit or loss:
Exchange differences on translation of foreign subsidiaries 2.1 (3.7)
2.1 (3.7)
Other comprehensive income/(loss) for the year, net of tax 2.3 (7.2)
Total comprehensive income for the year, net of tax 31.3 17.4
The above consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying
notes.
Additional Information
151 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
Notes
2026
£m
2025
£m
Non-current assets
Property, plant and equipment 14 24.0 23.0
Intangible assets – goodwill 16 249.2 244.2
Intangible assets – other 18 81.3 92.2
Right-of-use assets 15 33.3 27.4
Deferred tax assets 10 7.3 10.1
395.1 396.9
Current assets
Inventories 19 85.4 82.9
Trade and other receivables 20 85.7 74.4
Current tax assets 3.1 1.5
Cash and cash equivalents 21 125.3 139.3
299.5 298.1
Total assets 694.6 695.0
Current liabilities
Trade and other payables 28 (91.9) (81.1)
Loans and borrowings 22 (95.6) (95.0)
Lease liabilities 15 (6.5) (6.2)
Current tax liabilities (8.4) (8.2)
Provisions 25 (3.8) (5.0)
(206.2) (195.5)
Non-current liabilities
Other payables 28 (0.5) (6.2)
Loans and borrowings 22 (110.2) (138.6)
Lease liabilities 15 (27.5) (21.2)
Pension liability 31 (0.2) (0.5)
Provisions 25 (4.3) (4.0)
Deferred tax liabilities 10 (17.1) (21.0)
(159.8) (191.5)
Total liabilities (366.0) (387.0)
Net assets 328.6 308.0
Equity
Share capital 29 4.9 4.8
Share premium 29 192.1 192.0
Merger reserve 2.9 2.9
Currency translation reserve (3.7) (5.8)
Retained earnings 132.4 114.1
Total equity 328.6 308.0
The above consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
The Financial Statements on pages 150 to 205 were approved by the Board of Directors on 2 June 2026 and signed on its
behalf by:
Nick Jefferies Simon Gibbins
Group Chief Executive Group Finance Director
discoverIE Group plc Innovative Electronics152
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
AS AT 31 MARCH 2026
Attributable to equity holders of the Company
Share
capital
£m
Share
premium
£m
Merger
reserve
£m
Currency
translation
reserve
£m
Retained
earnings
£m
Total
equity
£m
At 1 April 2024 4.8 192.0 2.9 (2.1) 104.0 301.6
Profit for the year – – – – 24.6 24.6
Other comprehensive loss – – – (3.7) (3.5) (7.2)
Total comprehensive (loss)/income – – – (3.7) 21.1 17.4
Share-based payments including tax – – – – 0.7 0.7
Dividends (note 12) – – – – (11.7) (11.7)
At 31 March 2025 4.8 192.0 2.9 (5.8) 114.1 308.0
Profit for the year – – – – 29.0 29.0
Other comprehensive income – – – 2.1 0.2 2.3
Total comprehensive income – – – 2.1 29.2 31.3
Share-based payments including tax – – – – 1.3 1.3
Shares issued (note 29) 0.1 0.1 – – – 0.2
Dividends (note 12) – – – – (12.2) (12.2)
At 31 March 2026 4.9 192.1 2.9 (3.7) 132.4 328.6
The above consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Additional Information
153 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
Notes
2026
£m
2025
£m
Net cash flow from operating activities 24 45.3 46.4
Investing activities
Acquisition of businesses, net of cash acquired (4.7) (27.7)
Contingent consideration related to business acquisitions (2.8) (2.3)
Proceeds from business disposals – 13.3
Shares issued 0.1 –
Purchase of property, plant and equipment (5.7) (5.4)
Purchase of intangible assets – software (0.9) (0.7)
Interest received 2.7 3.5
Net cash used in investing activities (11.3) (19.3)
Financing activities
Proceeds from borrowings 27.1 37.5
Repayment of borrowings (57.4) (33.2)
Payment of lease liabilities (6.6) (6.5)
Dividends paid 12 (12.2) (11.7)
Net cash used in financing activities (49.1) (13.9)
Net (decrease)/increase in cash and cash equivalents
1
(15.1) 13.2
Net cash and cash equivalents at 1 April 43.7 31.5
Effect of exchange rate fluctuations 0.4 (1.0)
Net cash and cash equivalents at 31 March 29.0 43.7
Reconciliation to cash and cash equivalents in the consolidated Statement of
Financial Position
Net cash and cash equivalents shown above 29.0 43.7
Add back: bank overdrafts 22 96.3 95.6
Cash and cash equivalents presented in current assets in the consolidated Statement
of Financial Position 21 125.3 139.3
The above consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
1
Further information on the consolidated Statement of Cash Flows is provided in notes 23 and 24.
discoverIE Group plc Innovative Electronics154
CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2026
1. Reporting entity and authorisation of Financial Statements
The consolidated Financial Statements, which comprise the results of discoverIE Group plc (“the Company”) and its
subsidiaries (collectively referred to as “the Group”), for the year ended 31 March 2026 were authorised for issue by the Board
of Directors on 2 June 2026. discoverIE Group plc is a public limited company incorporated and domiciled in England, UK
and the registered office is disclosed on page 212. The Company’s ordinary shares are traded on the London Stock Exchange.
The material accounting policies adopted by the Group are set out in note 2 and have been applied consistently to all years
presented in these consolidated Financial Statements.
2. Accounting policies
Statement of compliance
The Group's consolidated Financial Statements have been prepared and approved by the Directors in accordance with UK-
adopted International Accounting Standards (“UK-adopted IAS”) in conformity with the requirements of the Companies Act
2006 and the Disclosure Guidance and Transparency rules sourcebook of the United Kingdom’s Financial Conduct Authority.
The separate Financial Statements of the Company have been prepared and approved by the Directors in accordance
with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). On publishing the Company’s Financial
Statements here together with the Group’s Financial Statements, the Company is taking advantage of the exemption in
section 408 of the Companies Act 2006 not to present its individual Statement of Profit or Loss and related notes that form a
part of these approved Financial Statements.
The following exemptions from the requirements of the UK-adopted IAS have been applied in the preparation of the
Company’s Financial Statements, in accordance with FRS 101:
■ Cash Flow Statement and respective disclosures and information;
■ Disclosures in relation to capital management;
■ Disclosures in relation to financial instruments;
■ Disclosures in respect of the compensation of key management personnel; and
■ Disclosures in respect of transactions between two or more members of the Group.
For the following disclosures, as the Group’s consolidated Financial Statements include the equivalent disclosures, the
Company has taken the exemptions available under FRS 101:
■ IFRS 2 Share-based Payments in respect of Group equity-settled share-based payments;
■ Certain disclosures required by IFRS 13 Fair Value Measurement.
Basis of preparation
The Group’s consolidated Financial Statements and the Company’s Financial Statements are prepared under the historical
cost convention, unless otherwise stated.
The Group’s and Company’s Financial Statements are presented in Pounds Sterling and all values are rounded to the
nearest hundred thousand except as otherwise indicated.
Impact of climate change
The Group has engaged in an ongoing review of expected climate change impacts on the business and its assets and
liabilities to establish any adjustments required and any reporting necessary in its consolidated Financial Statements for the
year ended 31 March 2026. The ongoing risk assessment is detailed within the climate-related risks and opportunities section
on page 80 of the Risk Management section and on pages 60 to 63 of the Strategy section within the Climate Analysis
Report on pages 57 to 73, in accordance with the requirements of the TCFD.
The process has involved a review of all balance sheet line items and future cash flows, to identify if any of these items are
expected to be materially impacted in a negative or positive way by weather, legislative, societal or revenue/cost changes.
The conclusion of the review was that, whilst there will undoubtedly be impacts on the Group, the highly disaggregated
nature of the operations of the Group and the target markets in which the Group operates, significantly reduce the risk
profile of the Group to impacts from weather-related changes. The changes necessary to achieve the Group’s net-zero
by 2030 commitment are not expected to have a materially adverse impact on the cash flows of the Group and, indeed,
warmer climates may present enhanced opportunities in our target markets as disclosed on pages 22 to 23 of this report.
Societal and legislative impacts are not considered to have a material impact on any one segment such that the Group
needs to report in a different way to previous years. The related judgements are not considered to be significant, although,
clearly, understanding of climate change continues to evolve with time. The area involving the greatest level of judgement
is goodwill impairment testing and a description is given in note 17 of the incremental processes undertaken to assess the
Additional Information
155 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
climate change impact on the valuations. Management review has concluded that there is no material impact and that no
further disclosure is required.
Going concern
In line with IAS 1 Presentation of Financial Statements and revised guidance on risk management, internal control and
related financial and business reporting, management has taken into account all available information about the future for
a period of at least, but not limited to, 12 months from the date of approval of the Financial Statements when assessing the
Group’s and Company’s ability to continue as a going concern.
The Group’s business activities, together with factors which may adversely impact its future development, performance and
position, are set out in the Strategic Report on pages 24 to 33. The financial position of the Group, its cash flows, liquidity
position and borrowing facilities are described in the Finance Review section of the Strategic Report on pages 34 to 37.
The Group’s forecasts and projections, taking account of the sensitivity analysis of changes in trading performance, show
that the Group is well placed to operate within its current debt facilities of £240m committed up to May 2030, with options
to extend to 2032. In addition, the Group has access to an £80m accordion facility, providing the ability to increase the total
committed facility to £320m, subject to bank approval. The Group’s financing arrangements are subject to key financial
covenants comprising a net leverage covenant of less than 3.5x and an interest cover covenant of greater than 4.0x. As at
31 March 2026, the Group’s net leverage was 1.2x and interest cover was 9.6x.
The Viability Base Case, as stated on pages 85 to 86, has been subjected to sensitivity analysis involving flexing a number
of the underlying key assumptions, both individually and in conjunction. The sensitivities take into account the principal
risks and uncertainties set out on pages 79 to 84, notably instability in the economic environment, under performance of
acquired businesses, climate-related risks, loss of key customers and suppliers, major business disruption, liquidity restriction,
debt covenants, interest rate increases, the continued impact of US tariffs and counter tariffs, the ongoing impact of the
Middle East and Ukraine conflicts and adverse foreign currency movements. Both the viability Base Case and downside
sensitivities include the impact of the acquisition of Trival Antene d.o.o completed on 1 April 2026 and 3Gmetalworx
announced on 19th May 2026, subject to receipt of regulatory approvals.
The most severe but plausible downside scenario assumes a worsening of the economic environment caused by a
number of factors including the ongoing conflict in the Middle East, the continued impact of US tariffs and counter tariffs,
and significant reduction in customer demand due to continuing inflationary pressures and elevated interest rates. This
downside scenario results in a significant decline in the second half sales of FY 2026/27, with FY 2027/28 sales flat on the
reduced FY 2026/27 level, and modest growth in FY 2028/29. Additionally, gross margin was reduced, working capital
materially increased, significant one-off expenditures included (product quality and liability, major customer insolvency or
litigation, irrecoverable customer debt, climate change, cyber-security incident, inventory and technology obsolescence),
interest rates increased and the Group effective tax rate increased.
After factoring in these significant additional downsides to the Viability Base Case, there remains good headroom both
in terms of liquidity and our debt covenants. This is supported by the fact that the Group sells a wide portfolio of different
products across a diverse set of industries and geographies, has low customer / supplier concentration, a global supply
chain network, diverse manufacturing capacity, and has well-established relationships with its customers. These factors
are considered important in mitigating many of the risks that could affect the long-term viability of the Group. As a
consequence, the Directors believe that the Group is well placed to manage its principal risks and uncertainties as disclosed
on pages 79 to 84 of the Strategic Report.
Reverse stress testing has also been applied to the most plausible downside scenario to determine the level of additional
downside that would be required before the Group would breach its debt covenants or current liquidity headroom
during the assessment period. The reverse stress test was conducted on the basis that certain mitigating actions would
be undertaken to reduce overheads and capital expenditure during the period as sales declined and, on that basis, a fall
in adjusted operating margin to below 6.3% in FY 2026/27 would be required before such a breach occurred. The Board
considers the possibility of such a scenario to be remote and further mitigation, such as hiring freezes, pay and bonus
reductions, headcount reductions, reduction in planned capital expenditure, equity raises and suspension of dividend
payments, would be available if future trading conditions indicated that such an outcome were possible.
The Company acts as a holding company for investments in the subsidiaries and does not engage in any trading activities
directly and thus is dependent on the trading activities of its subsidiaries. The Company holds sufficient net current assets as
at 31 March 2026 to continue as a going concern.
The Directors are confident that the Company and the Group have sufficient resources to continue in operational existence
for at least 12 months from the date of approval of the Financial Statements. Accordingly, they continue to adopt the going
concern basis in preparing the Annual Report and Financial Statements.
2. Accounting policies continued
discoverIE Group plc Innovative Electronics156
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
2. Accounting policies continued
Basis of consolidation
The Group’s consolidated Financial Statements consolidate the results of discoverIE Group plc and entities controlled by the
Company (its subsidiaries).
The consolidated Financial Statements comprise the Financial Statements of the Group and its subsidiaries for the year
ended 31 March 2026. Subsidiaries are entities controlled by the Group. Control is achieved when the Group is exposed, or
has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its
control over it. In assessing control, the Group takes into account: (i) the power over the investee (i.e. existing rights that give
it the current ability to direct its relevant activities); (ii) exposure, or rights, to variable returns from its involvement with the
investee; and (iii) the ability to use its power over the investee to affect its returns.
The Group reassesses whether or not it controls a subsidiary if facts and circumstances indicate that there are changes
to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control
and ceases when the Group loses control of the subsidiary. Assets, liabilities, profits and losses of a subsidiary acquired or
disposed of during the year are included in the consolidated Financial Statements from the date control commences until
the date control ceases.
When necessary, adjustments are made to the Financial Statements of subsidiaries to bring their accounting policies in line
with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on consolidation.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the
aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling
interest in the acquiree.
When the Group acquires a business, it assesses the financial assets acquired and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and relevant conditions at
the acquisition date.
Any contingent consideration payable to the vendor is measured and recognised at fair value through profit and loss
(“FVTPL”) at the acquisition date. Subsequent changes to the fair value of the contingent consideration are recognised in
accordance with IFRS 9 Financial Instruments in the consolidated Statement of Profit or Loss.
Goodwill is initially measured at cost, being the excess of the aggregate of the acquisition-date fair value of the consideration
transferred and the amount recognised for the non-controlling interest over the net identifiable amounts of the fair value
of assets acquired and the liabilities assumed in exchange for the business combination. Assets acquired and liabilities
assumed in transactions separate to the business combinations, such as the settlement of pre-existing relationships or
post-acquisition remuneration arrangements, are accounted for separately from the business combination in accordance
with their nature and applicable standard. Identifiable intangible assets, meeting either the contractual-legal or separability
criterion are recognised separately from goodwill. Contingent liabilities representing a present obligation are recognised if
the acquisition-date fair value can be measured reliably.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the
Group’s four operating units. Within each of these operating units are aggregated businesses (cash-generating units
(“CGUs”) with similar characteristics) that are expected to benefit from the business combination. Each operating unit to
which goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal
management purposes and shall not be larger than any of the Group’s operating segments.
Where goodwill forms part of a CGU, and part of the operation within that unit is disposed of, the goodwill associated with
the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal of
the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed
of and the portion of the CGU retained.
Additional Information
157 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
Investments (Company only)
Investments in subsidiary and associated undertakings are stated initially at cost, being the fair value of the consideration
given and including directly attributable transaction costs. The carrying values are reviewed for impairment if events or
changes in circumstances indicate the carrying values may not be recoverable.
Intangible assets – other
Other intangible assets that are separately acquired by the Group are stated at cost less accumulated amortisation and
impairment losses. Other intangible assets acquired through a business combination are recognised at fair value at the date
of acquisition less accumulated amortisation and impairment losses from the date of acquisition. Amortisation is charged to
the Statement of Profit or Loss within operating costs on a straight-line basis over the useful economic lives of the intangible
assets. The estimated useful economic lives are as follows:
(a) Software (implementation costs of IT systems) 3 to 10 years
(b) Acquired intangible assets:
■ Customer relationships 5 to 12 years
■ Patents Patent term
(c) Intangible assets – research and development
Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally generated
intangible asset arising from the Group’s development activities is capitalised only if all of the following conditions are met:
(a) an asset is created that can be identified; (b) it is probable that the asset created will generate future economic benefits;
and (c) the development cost of the asset can be measured reliably. Internally generated intangible assets are amortised on
a straight-line basis over their useful lives between five and ten years and charged to the Statement of Profit or Loss.
The Group only capitalises costs relating to the configuration and customisation of software-as-a-service arrangements
(“SaaS”) as intangible assets where control of the asset exists. Costs that are paid to SaaS suppliers in advance of the service
provided are recognised in prepayments and amortised over the service period.
All other development expenditure is written-off in the accounting period in which it is incurred.
Property, plant and equipment
Items of owned property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Cost consists of all those elements that are directly attributable to bringing the asset into working condition for its intended
use. Where there has been an indication of impairment in value such that the recoverable amount of an asset falls below
its net book value, provision is made for such impairment. Wherever possible, individual assets are tested for impairment.
However, impairment can often be tested only for groups of assets because the cash flows upon which the calculation is
based do not arise from the use of a single asset. In these cases, impairment is measured for the smallest group of assets
(“CGU”) that produces a largely independent income stream.
The cost of property, plant and equipment is charged to the Statement of Profit or Loss on a straight-line basis over the
assets’ estimated useful economic lives, taking into account their estimated residual value. The principal annual rates of
depreciation are:
Land and buildings Freehold property 2% to 4% per annum
Leasehold buildings Shorter of lease term and useful life
Land Not depreciated
Leasehold improvements 10% to 20% per annum or over the life of the lease if
shorter
Plant and equipment 5% to 33% per annum
Impairment of non-financial assets
The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any
indication of impairment. If such an indication exists, the asset’s recoverable amount is estimated. An impairment loss
is recognised whenever the carrying amount of the asset or its cash-generating unit exceeds its recoverable amount.
Impairment losses are recognised in the Statement of Profit or Loss.
The recoverable amount of assets is the greater of their net selling price and value-in-use. In assessing value-in-use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
2. Accounting policies continued
discoverIE Group plc Innovative Electronics158
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
2. Accounting policies continued
assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely
independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs. A CGU is the
smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other
assets or groups of assets.
When estimating the future cash flows for the value-in-use calculation, the Group includes projections of cash outflows
including central costs that are necessarily incurred to generate the cash inflows and that can be directly attributed or
allocated on a reasonable and consistent basis to each CGU.
Impairment losses recognised in respect of CGUs are allocated first against the carrying value of any goodwill allocated to
that unit, and then against the carrying values of other assets in the unit, on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed when
there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to
determine the recoverable amount.
Financial instruments
Financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions
of the instrument.
Unconditional receivables and payables are recognised as assets or liabilities when the Group becomes a party to the
contract and, as a consequence, has a legal right to receive or a legal obligation to pay cash. However, recognition of financial
assets to be acquired and financial liabilities to be incurred as a result of a firm commitment to purchase or sell goods or
services, such as trade receivables and trade payables, is usually delayed until at least one of the parties has performed under
the agreement and the ordered goods or services have been shipped, delivered or rendered.
A forward contract that is within the scope of IFRS 9, such as a forward foreign exchange contract, is recognised as an asset
or a liability on the commitment date at which point the fair values of the right and obligation are usually equal and the net
fair value of the forward contract on initial recognition is zero. If the net fair value of the right and obligation is not zero, the
contract is recognised as an asset or liability.
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it
transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards
of ownership of the financial asset are transferred, or in which the Group neither transfers nor retains substantially all of the
risks and rewards of ownership and it does not retain control of the financial asset.
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or have expired.
The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability
are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. On
derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid is
recognised in the Statement of Profit or Loss.
Offsetting financial instruments
Financial assets and liabilities are only offset, and the net amount reported in the Statement of Financial Position, when
there is a legally enforceable right to offset and there is an intention to settle on a net basis or realise the asset and the
liability simultaneously.
Allowance for expected credit losses
The Group measures loss allowances for financial assets, including trade receivables, at an amount equal to lifetime
expected credit losses (“ECL”). This requires consideration of both historical and forward-looking information when
considering potential impairment of trade receivables. A provision matrix is used to calculate the expected credit loss, which
is based upon historical observed default rates adjusted for forward-looking information to create an adjusted default rate,
which is applied to the outstanding invoices at the balance sheet date.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
Credit-impaired financial assets
At each reporting date the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial
asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of
the financial asset have occurred, such as a significant change in the credit risk profile of a customer, a debt has become
significantly overdue or a contract default.
Write-off of financial assets
The gross carrying amount of a financial asset is written down to its recoverable amount when the Group has no reasonable
expectation of recovering a financial asset in its entirety or a portion thereof.
Additional Information
159 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
Derivative financial instruments
The Group uses derivative financial instruments to hedge its exposure to foreign exchange risks arising from operational
activities. It principally employs forward foreign exchange contracts to hedge the risks associated with foreign currency
fluctuations relating to certain firm commitments and highly probable forecast transactions. The fair value of derivative
foreign exchange instruments is determined on initial recognition at forward market exchange rates at inception of the
contract and subsequently remeasured based on forward market exchange rates at the balance sheet date.
Inventories
Inventories comprise finished goods, goods held for resale, raw materials and work in progress and are stated at the lower of
cost and net realisable value after making allowance for any obsolete or slow-moving items. Cost comprises direct materials,
inward carriage and, where applicable, direct labour costs and those overheads that have been incurred in bringing the
inventories to their present location and condition.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term deposits with an original maturity of three months or
less. Bank overdrafts represent short-term borrowings repayable on demand and are shown within other financial liabilities
in the Statement of Financial Position.
The cash balances are separately presented gross in the consolidated Statement of Financial Position, rather than netted
off against overdrafts held either by the same entity, or other Group entities, with the same bank. Refer to note 21 for further
details.
Borrowings
Borrowings are recognised initially at fair value less directly attributable transaction costs. Subsequent to initial recognition,
borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the
Statement of Profit or Loss over the period of the borrowings on an effective interest basis.
Provisions
A provision is recognised 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. Where the effect is material,
provisions are discounted to present value. The unwinding of the discount is recognised as a finance cost in the Statement
of Profit or Loss.
A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the
restructuring has either commenced or has been publicly announced. Future operating costs are not provided for.
The Group also recognises provisions for dilapidation, warranty, retirement indemnity and severance.
Leasing
The Group assesses at contract inception whether a contract is, or contains, a lease, that is, if the contract conveys the right
to control the use of an identified asset for a period of time in exchange for consideration.
Separating components of a contract
Contracts usually combine different kinds of obligation of the supplier, which may be formed by lease components or lease
and non-lease components, such as maintenance or services. The Group identifies the lease and non-lease components
and accounts for those separately, applying the relevant standard to each one. Consideration is allocated to each lease
component on the basis of the relative standalone price of the lease component and the aggregate standalone price of the
non-lease component.
Lease term
The Group considers the lease term as the non-cancellable period of the lease plus periods covered by an option to extend or
an option to terminate if the lessee is reasonably certain to exercise the extension option or not exercise the termination option.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease. Right-of-use assets are measured at cost,
less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost
of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, any lease payments
made at or before the commencement date, provision for decommissioning the asset at the end of the contract, less any
lease incentives received.
Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives
of the assets. If ownership of the leased asset transfers to the Group at the end of the lease term, or the cost reflects the
exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
2. Accounting policies continued
discoverIE Group plc Innovative Electronics160
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
2. Accounting policies continued
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed
payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts
expected to be paid under residual value guarantees, where applicable.
The lease payments also include, when applicable, the exercise price of a purchase option which is reasonably certain to be
exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising
the option to terminate.
Variable lease payments that do not depend on an index or a rate are usually recognised as expenses in the period in which
the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date if the interest rate implicit in the lease is not readily determinable. The incremental borrowing rate is a
combination of country-specific government bond yields, used as a proxy for a risk-free rate, calculated over various periods
linked to existing lease terms. This rate is adjusted for borrowing costs and risks specific to each entity of the Group.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for
the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, such
as a change in the lease term, a change in the lease payments or a change in the assessment of an option to purchase the
underlying asset.
Any adjustment of the lease liability is reflected as an adjustment to the right-of-use asset. If the carrying amount of the right-
of-use asset has already been reduced to zero, the remaining remeasurement is recognised in the Statement of Profit or Loss.
The Group has adopted the practical expedient under IFRS 16 not to recognise right-of-use assets and lease liabilities for
short-term leases, with a lease term of 12 months or less, and leases in which the underlying asset is of low value. Lease
payments relating to these leases are expensed to the Statement of Profit or Loss on a straight-line basis over the lease term.
Borrowing costs
Borrowing costs are recognised as an expense in the period in which they are incurred, in accordance with the effective
interest rate method.
Pensions
Payments to defined contribution pension schemes are charged as an expense as they fall due.
In respect of defined benefit pension schemes, the position recognised in the consolidated Statement of Financial Position
represents the present value of the defined benefit obligation, reduced by the fair value of the scheme assets.
Obligations to provide future benefits to employees earned through prior service are estimated and discounted to present
value. Plan assets are measured at fair value. The cost of providing benefits under the defined benefit plans is determined by
actuarial valuation, using the projected unit credit method.
Any pension asset surplus would be fully recoverable by the Group in line with the rules of the scheme. Therefore, the IAS 19
surplus is recognised in full under current accounting standards.
Actuarial remeasurement of the net defined benefit asset or liability comprises: (a) actuarial gains and losses, (b) the
return on plan assets in excess of the amount included in net interest on the net defined benefit asset or liability, and (c)
any change in the effect of the asset ceiling (where applicable), excluding any amount included in net interest on the net
defined benefit asset or liability; and is recognised immediately in the Statement of Financial Position with a corresponding
entry in retained earnings through Other Comprehensive Income in the period in which it occurs. Remeasurement gains or
losses are not reclassified to profit or loss in subsequent periods.
Share-based payments
Certain employees of the Group receive remuneration in the form of share-based payments, whereby employees render
services as a consideration for equity instruments (equity-settled transactions). The Group operates a “Long Term Incentive
Plan” – (“LTIP”), a “Deferred Share Bonus Plan” – (“DSBP”) and an “Approved and unapproved executive share option scheme”
– (“CSOP”).
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date the grant is
made, calculated using an option pricing model, and is recognised as an expense over the three-year vesting period, which
ends on the date on which the relevant employees become fully entitled to the award. In valuing equity-settled transactions,
no account is taken of non-market vesting conditions.
Additional Information
161 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
For the LTIP, at each reporting date before vesting, the cumulative expense is calculated, representing the extent to which
the vesting period has expired and management’s best estimate of the achievement or otherwise of non-market conditions
and hence the number of equity instruments that will ultimately vest, also taking into consideration the impact of forfeitures
and cancellations during the year. The movement in cumulative expense since the previous reporting date is recognised in
the Statement of Profit or Loss, with a corresponding entry in equity.
The CSOP awards are subject only to continuing service of the employee. At each reporting date, the cumulative expense,
calculated on a straight-line basis over the three-year vesting period, and taking into consideration forfeitures and
cancellations during the year, is recognised in the Statement of Profit or Loss, with a corresponding entry in equity.
The issuance by the Company to its subsidiaries’ employees of these awards over the Company’s shares represents
additional capital contributions by the Company in its subsidiaries. The additional capital contribution is based on the fair
value of the award issued, allocated over the underlying award’s vesting period.
Taxation
Income tax comprises current tax and deferred tax.
Current tax represents the expected tax payable or recoverable on the taxable profit or loss for the period, together with
any adjustments in respect of prior periods. Current tax assets and liabilities are measured at the amounts expected to be
recovered from or paid to the tax authorities, using tax rates and laws that have been enacted or substantively enacted by
the reporting date.
The Group evaluates uncertain tax positions in accordance with IFRIC 23. Where tax treatments are subject to interpretation,
the Group assesses whether it is probable that the tax authority will accept the position. Tax balances are measured using either
the most likely amount or the expected value method, depending on which provides the best prediction of the outcome.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Financial
Statements and their respective tax bases, except where:
■ the temporary difference arises on the initial recognition of goodwill or an asset or liability in a transaction that is not a
business combination and affects neither accounting nor taxable profit at the time;
■ the temporary difference relates to investments in subsidiaries or associates and the Group can control the timing of the
reversal and it is probable that the difference will not reverse in the foreseeable future; and
■ deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available to
utilise the deductible temporary differences, tax losses or tax credits.
Deferred tax is measured at the tax rates expected to apply when the asset is realised or the liability settled, based on tax
rates and laws enacted or substantively enacted at the reporting date. Deferred tax is not discounted.
Income tax is recognised in equity or Other Comprehensive Income when it relates to items recognised in those statements;
otherwise, it is recognised in the Statement of Profit or Loss.
The Group has assessed the potential impact of the OECD Pillar Two rules. As the Group's annual consolidated revenue is
below the €750m threshold, no Pillar Two disclosures or top-up tax amounts have been recognised for the period.
Foreign currency translation
Transactions in foreign currencies are initially recorded in the functional currency at the exchange rate ruling at the date
of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange
ruling at the reporting date and gains or losses on translation are included in the Statement of Profit or Loss.
The Group recognises currency gains and losses arising from the retranslation of the opening net assets of foreign
operations as a movement on reserves, net of tax. The differences that arise from translating the results of overseas
businesses at average rates of exchange, and their assets and liabilities at closing rates, are dealt with in a separate currency
translation reserve. All other currency gains and losses are dealt with in the consolidated Statement of Profit or Loss.
Revenue recognition
The Group realises revenue from its principal activities through the sale of highly differentiated electronic products into five
target markets: renewable energy, transportation, medical, industrial & connectivity, and security.
2. Accounting policies continued
discoverIE Group plc Innovative Electronics162
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
2. Accounting policies continued
Revenue is recognised in a way that depicts the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the Group expects to be entitled in exchange for those goods or services, excluding value
added tax and other sales-related taxes. Transaction price is allocated to each performance obligation on the basis of the
relative standalone selling prices of each distinct good or service promised in the contract. If a standalone selling price is not
observable, the Group estimates it.
The transaction price may include a discount or a variable amount of consideration that relates to all or part of the contract.
The Group reviews the requirements and determines when the variable amount should be allocated to one or more, but not
all, performance obligations in the contract.
Control of a good or service is obtained when the customer has the ability to direct the use of and obtain substantially all
the benefits from the good or service. The Group recognises revenue from product sales at a point in time on shipment, on
delivery or when goods are accepted by the customer, depending on the Incoterm used for the sale transaction.
Product support and maintenance services are recognised over the period of the service delivery as the customer receives
the benefit of the service over time; progress is measured by reference to service periods.
When another party is involved in providing goods or services to the customer, the Group determines whether the nature
of its promise is a performance obligation to provide the specified goods or services itself (principal) or to arrange for those
goods or services to be provided by the other party (agent) and recognises revenue accordingly.
Contract balances
Receivables
Receivables are billed under the terms of the contract for delivered goods and services that are not conditional on anything
other than the passage of time. They are recognised initially at the amount of consideration that is unconditional and are
subsequently measured at amortised cost using the effective interest method, less loss allowance. These assets are classified
as trade receivables.
Certain businesses participate in receivables working capital programmes and have the ability to choose whether to receive
payment earlier than the normal due date, for specific customers on a non-recourse basis. As at 31 March 2026, eligible
receivables under these programmes have been factored and derecognised in line with the derecognition criteria of IFRS 9
Financial Instruments.
Contract liabilities
Contract liabilities represent the Group’s unsatisfied obligation(s) for the transfer of goods or services to the customer
for which consideration has been received from the customer; and/or advance payments received from a customer in
consideration of future performance obligations.
Segment reporting
Operating segments are reported in a manner consistent with internal reporting provided to the chief operating decision
maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board.
Dividends paid
Dividends are recognised when they meet the criteria for recognition as a liability. In relation to final dividends, this is when the
dividend is approved by the Shareholders in the Annual General Meeting, and in relation to interim dividends, when paid.
Dividend income
Dividend income is recognised in the Statement of Profit or Loss on the date on which the Group’s right to receive payment
is established.
Reserves
Share premium: Proceeds received in excess of the nominal value of shares issued, net of any transaction costs.
Merger reserves: Relates to historic equity transactions.
Currency translation reserve: Gains and losses arising on retranslating net assets of overseas operations into Sterling.
Retained earnings: All other net gains and losses and transactions with owners not recognised elsewhere.
Additional Information
163 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
Critical accounting judgements and key sources of estimation uncertainty
The preparation of the Financial Statements in conformity with IFRS requires management to make judgements, estimates
and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience and other applicable factors, the results of
which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent
from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. Actual results may differ
from these estimates and any revisions to estimates are recognised prospectively.
Information about judgements, assumptions and estimation uncertainties as at 31 March 2026 that could result in a material
adjustment to the carrying amount of assets and liabilities in the next financial year is addressed as follows:
Key sources of estimation uncertainty
■ Fair value of contingent consideration in a business combination (Group only): Estimates are made in the
assessment of the fair value of the contingent consideration for its initial recognition and its subsequent measurement.
Estimates used include discount rate and trading forecasts. Note 27 provides details on the sensitivity of contingent
consideration to changes in these estimates.
3. New accounting standards and financial reporting requirements
New standards applied
The Group has applied the following standards and amendments for the first time for its annual reporting period
commencing 1 April 2025:
■ Amendments to IAS 21 – Lack of Exchangeability
These and other amendments, changes and improvements to IFRS issued by the International Accounting Standards Board
(“IASB”) have had no material impact on the Group’s and Company’s current financial results or financial position.
New standards not yet applied
Certain new accounting standards, amendments to accounting standards and interpretations have been published that are
not mandatory for the 31 March 2026 reporting period and have not been early adopted by the Group. The impact of IFRS 18
Presentation and Disclosure in Financial Statements is currently being assessed and it is not yet practicable to quantify the
effect. IFRS 18 will be applicable for the Group for the year ending 31 March 2028, with 31 March 2027 comparatives restated.
4. Revenue
Group revenue is analysed below:
2026
£m
2025
£m
Sale of goods 437.8 417.7
Rendering of services 5.5 5.2
Total revenue 443.3 422.9
2. Accounting policies continued
discoverIE Group plc Innovative Electronics164
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
5. Operating segment information
The reportable operating segments of the Group include two distinct divisions, Magnetics & Controls (“M&C”) and Sensing &
Connectivity (“S&C”). Operating segments are reported in a manner consistent with internal reporting provided to the chief
operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board.
Within each of these reportable operating segments are aggregated business units with similar characteristics such as the
nature of customers, products, risk profile and economic characteristics. Management monitors the operating results of
its business units separately for the purpose of making decisions about resource allocation and performance assessment.
Segment performance is reported and evaluated based on adjusted operating profit earned by each segment.
During the year, to enhance alignment and commonality across our businesses, one business was reclassified from M&C to
S&C and one business from S&C to M&C. Prior year figures have been restated to reflect these reclassifications. There is no
impact on the Group results.
Segment revenue and results
2026
Magnetics
& Controls
£m
Sensing &
Connectivity
£m
Unallocated
Costs
£m
Total
£m
Revenue 267.0 176.3 – 443.3
Result
Adjusted operating profit/(loss) 41.7 31.4 (12.1) 61.0
Net acquisition and disposal (expenses)/credit (0.7) 1.6 (0.4) 0.5
Amortisation of acquired intangible assets (9.2) (7.1) – (16.3)
Operating profit/(loss) 31.8 25.9 (12.5) 45.2
2025 (restated)
Magnetics
& Controls
£m
Sensing &
Connectivity
£m
Unallocated
Costs
£m
Total
£m
Revenue 260.8 162.1 – 422.9
Result
Adjusted operating profit/(loss) 43.0 29.3 (11.8) 60.5
Net acquisition and disposal (expenses)/credit (2.1) 0.2 – (1.9)
Amortisation of acquired intangible assets (9.3) (6.9) – (16.2)
Operating profit/(loss) 31.6 22.6 (11.8) 42.4
Additional Information
165 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
Segment assets and liabilities
For the purposes of monitoring segment performance and allocating resources between segments, the Directors monitor
the net assets attributable to each segment. Assets and liabilities are allocated to reportable segments, with the exception of
the pension liability, tax assets and liabilities, cash, borrowings and overdrafts, central assets (Head Office assets) and central
liabilities (Head Office liabilities), as shown below:
2026
Assets and liabilities
Magnetics
& Controls
£m
Sensing &
Connectivity
£m
Unallocated
£m
Total
£m
Segment assets (excluding goodwill and other intangible assets) 145.3 79.3 224.6
Goodwill and other intangible assets 154.1 176.4 330.5
299.4 255.7 555.1
Central assets 3.8 3.8
Cash and cash equivalents 125.3 125.3
Current and deferred tax assets 10.4 10.4
Total assets 299.4 255.7 139.5 694.6
Segment liabilities (84.9) (39.7) (124.6)
Central liabilities (9.9) (9.9)
Pension liability (0.2) (0.2)
Loans and borrowings (205.8) (205.8)
Current and deferred tax liabilities (25.5) (25.5)
Total liabilities (84.9) (39.7) (241.4) (366.0)
Net assets/(liabilities) 214.5 216.0 (101.9) 328.6
2025 (restated)
Assets and liabilities
Magnetics
& Controls
£m
Sensing &
Connectivity
£m
Unallocated
£m
Total
£m
Segment assets (excluding goodwill and other intangible assets) 123.7 80.4 204.1
Goodwill and other intangible assets 155.1 181.3 336.4
278.8 261.7 540.5
Central assets 3.6 3.6
Cash and cash equivalents 139.3 139.3
Current and deferred tax assets 11.6 11.6
Total assets 278.8 261.7 154.5 695.0
Segment liabilities (66.4) (49.2) (115.6)
Central liabilities
1
(8.1) (8.1)
Pension liability (0.5) (0.5)
Loans and borrowings (233.6) (233.6)
Current and deferred tax liabilities (29.2) (29.2)
Total liabilities (66.4) (49.2) (271.4) (387.0)
Net assets/(liabilities) 212.4 212.5 (116.9) 308.0
1
Central liability and segment liabilities for the S&C division have been restated by £5.8m, from £13.9m to £8.1m and from £43.4m to £49.2m, respectively, to correctly
present liabilities that relate to the S&C division.
5. Operating segment information continued
discoverIE Group plc Innovative Electronics166
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
5. Operating segment information continued
Other segment information
Depreciation and
amortisation
(a)
Additions to non-current
assets
(b)
2026
£m
2025
(restated)
£m
2026
£m
2025
(restated)
£m
Magnetics & Controls 16.2 16.3 21.3 12.4
Sensing & Connectivity 12.5 11.7 5.6 37.0
Central 0.4 0.4 0.5 0.1
29.1 28.4 27.4 49.5
a
Includes depreciation and amortisation of right-of-use assets, property, plant and equipment, and intangibles.
b
Magnetics & Controls additions to non-current assets comprised intangible assets £5.4m (2025: £0.5m), goodwill £2.9m (2025: £nil), right-of-use assets £9.6m (2025:
£8.0m) and tangible assets £3.4m (2025: £3.9m). Sensing & Connectivity additions to non-current assets comprised intangible assets £0.3m (2025: £11.9m), goodwill
£nil (2025: £15.5m), right-of-use assets £2.9m (2025: £6.5m) and tangible assets £2.4m (2025: £3.1m). Central additions to non-current assets comprised right-of-use
assets of £0.4m (2025: £0.1m) and intangible assets of £0.1m (2025: £nil).
Geographical information
The Group’s revenue from external customers based on customer locations and information about its non-current segment
assets by geographical location are detailed below:
Revenue from external
customers
Non-current
assets
2026
£m
2025
£m
2026
£m
2025
£m
UK 45.2 52.8 126.2 137.0
Europe 229.0 199.4 145.9 135.5
North America, Asia and Rest of world 169.1 170.7 123.0 124.4
443.3 422.9 395.1 396.9
In the year ended 31 March 2026, the Group had no single customer that represented 10% or more of total Group revenue
(2025: no customer).
6. Adjusted performance measures
These Financial Statements include adjusted performance measures that are not prepared in accordance with IFRS. These
alternative performance measures have been selected by management to assist them in making operating decisions as
they represent the underlying operating performance of the Group and facilitate internal comparisons of performance
over time.
Adjusted performance measures are presented in these Financial Statements as management believes they provide
investors with a means of evaluating performance of the Group on a consistent basis, similar to the way in which
management evaluates performance, that is not otherwise apparent on an IFRS basis, given that certain strategic
non-recurring and acquisition-related items that management does not believe are indicative of the underlying operating
performance of the Group are included when preparing financial measures under IFRS. The trading results of acquired
businesses are included in adjusted performance.
The Directors consider there to be the following key adjusted performance measures:
Adjusted operating profit
“Adjusted operating profit” is defined as operating profit excluding acquisition and disposal-related costs.
Acquisition and disposal-related costs include “acquisition and disposal expenses” which comprise transaction costs relating
to acquisitions and disposals, fair value adjustment on acquired inventory and costs related to integration and restructuring
of acquired businesses into the Group; “contingent consideration relating to the retention of former owners of acquired
businesses and adjustments to previously estimated contingent consideration” and “amortisation of acquired intangible
assets”.
Additional Information
167 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
Adjusted operating costs
“Adjusted operating costs” is defined as operating costs excluding acquisition and disposal-related costs.
Adjusted EBITDA
“Adjusted EBITDA” is defined as adjusted operating profit excluding the impact of IFRS16 and with depreciation,
amortisation, equity-settled share-based payment expense and IAS 19 pension cost added back.
Adjusted operating margin
“Adjusted operating margin” is defined as adjusted operating profit divided by revenue.
Adjusted profit before tax
“Adjusted profit before tax” is defined as profit before tax excluding acquisition and disposal-related costs.
Adjusted tax charge / Adjusted effective tax rate (“ETR")
"Adjusted tax charge” is defined as the tax charge adjusted for the tax effect of the acquisition and disposal-related costs.
“Adjusted ETR” is defined as adjusted tax charge divided by adjusted profit before tax.
Adjusted profit after tax
“Adjusted profit after tax” is defined as adjusted profit before tax less adjusted tax charge.
Adjusted earnings per share
“Adjusted earnings per share – diluted” is calculated as adjusted profit after tax, divided by the weighted average number of
ordinary shares (for diluted earnings per share purposes) in issue during the period.
“Adjusted earnings per share – basic” is calculated as adjusted profit after tax, divided by the weighted average number of
ordinary shares (for basic earnings per share purposes) in issue during the period.
Adjusted operating cash flow / Adjusted operating cash conversion
“Adjusted operating cash flow” is defined as adjusted EBITDA, plus/minus the investment in, or release of, working capital
and less the cash cost of capital expenditure.
“Adjusted operating cash conversion” is defined as adjusted operating cash flow divided by adjusted operating profit.
Free cash flow / Free cash flow conversion
“Free cash flow” is defined as net cash flow before dividend payments, the cost of acquisitions and proceeds from business
disposals.
“Free cash conversion” is free cash flow divided by adjusted profit after tax.
Return on capital employed (“ROCE”) / Return on tangible capital employed (“ROTCE”)
“ROCE” is defined as adjusted operating profit, including the annualisation of profits of acquired businesses, as a percentage
of net assets excluding net debt, deferred consideration related to discontinued operations and legacy defined benefit
pension liability.
“ROTCE” is defined as ROCE excluding the value of acquired goodwill and intangibles, lease liabilities, provisions and tax
balances.
Organic and CER revenue growth
“CER revenue growth” is defined as growth rates at constant exchange rates.
“Organic revenue growth” is defined as CER revenue growth excluding the first 12 months of acquisitions post completion,
and adjusted for disposals.
Gearing ratio
Gearing ratio is defined as net debt divided by adjusted EBITDA, including the annualisation of acquired businesses.
6. Adjusted performance measures continued
discoverIE Group plc Innovative Electronics168
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
6. Adjusted performance measures continued
The tables below show the reconciliation to the IFRS reporting measures, for the main adjusted performance measures used
by the Group.
Adjusted operating profit / Adjusted EBITDA
Adjusted operating profit and EBITDA are calculated as follows:
2026
£m
2025
(restated)
1
£m
Operating profit 45.2 42.4
Add back: Net acquisition and disposal expenses (a) 5.3 3.6
Contingent consideration (b) (5.8) (1.7)
Amortisation of acquired intangibles 16.3 16.2
Adjusted operating profit 61.0 60.5
Add back: Depreciation and amortisation 12.6 12.4
Share-based payment and IAS 19 pension cost 1.9 2.7
Less: Lease payments (7.9) (7.5)
Adjusted EBITDA 67.6 68.1
1
Prior year Adjusted EBITDA restated to exclude the impact of IFRS16.
(a) Net acquisition and disposal expenses comprise £2.3m of transaction costs in relation to the acquisitions of Storm
Interface, Trival, 3G and ongoing transactions, £0.4m of integration and restructuring expenses across the Group, £2.2m
related to changes in fair value of inventory and £0.4m equalisation of Guaranteed Minimum Pensions (“GMPs”) in the
legacy Sedgemoor Group Pension Fund.
During the prior year, net acquisition and disposal expenses of £3.6m comprised £1.4m of transaction costs in relation to the
acquisitions of Burster, Hivolt and ongoing transactions, and £3.1m of integration and restructuring expenses related to the
establishment of our operating clusters mainly associated with removing duplicate positions in our Magnetics & Sensing
clusters, £1.2m related to changes in fair value of inventory, offset by £2.1m gain on disposal of the Santon solar business.
(b) Movement in fair value of contingent consideration on past acquisitions.
Adjusted profit before tax
Adjusted profit before tax is calculated as follows:
2026
£m
2025
£m
Profit before tax 36.1 32.0
Add back: Net acquisition and disposal expenses 5.3 3.6
Contingent consideration (5.8) (1.7)
Amortisation of acquired intangible assets 16.3 16.2
Adjusted profit before tax 51.9 50.1
Adjusted effective tax rate
Adjusted effective tax rate (“ETR”) is calculated as follows
2026
£m
2025
£m
Adjusted profit before tax 51.9 50.1
Total tax charge 7.1 7.4
Add back tax effect of net acquisition and disposal-related costs 5.1 4.6
Adjusted tax charge 12.2 12.0
Adjusted effective tax rate 23.5% 24.0%
Additional Information
169 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
Adjusted profit after tax / Adjusted earnings per share
Adjusted profit after tax and earnings per share are calculated as follows:
2026
£m
2025
£m
Profit for the year 29.0 24.6
Add back: Net acquisition and disposal expenses 5.3 3.6
Contingent consideration (5.8) (1.7)
Amortisation of acquired intangible assets 16.3 16.2
Tax charge relating to the above adjustments (5.1) (4.6)
Adjusted profit after tax 39.7 38.1
2026
Number
2025
Number
Weighted average number of shares for basic earnings per share 96,108,648 96,028,934
Effect of dilution – share options 2,405,124 2,398,601
Weighted average number of shares for diluted earnings per share 98,513,772 98,427,535
Adjusted earnings per share – diluted 40.3p 38.7p
Adjusted earnings per share – basic 41.3p 39.7p
Adjusted operating cash flow / Free cash flow
2026
£m
2025
£m
Adjusted EBITDA 67.6 68.1
Changes in working capital (5.5) 0.3
Capital expenditure (6.6) (6.1)
Adjusted operating cash flow 55.5 62.3
Net interest paid (7.2) (9.0)
Tax payments (10.7) (10.6)
Legacy pension scheme funding (1.0) (2.3)
Free cash flow 36.6 40.4
6. Adjusted performance measures continued
discoverIE Group plc Innovative Electronics170
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
6. Adjusted performance measures continued
ROCE / ROTCE
ROCE and ROTCE are calculated as follows:
2026
£m
2025
£m
Net assets 328.6 308.0
Less: Deferred consideration in relation to disposed businesses – (0.3)
Net debt 80.5 94.3
IAS 19 pension liability 0.2 0.5
Capital employed 409.3 402.5
Less: Goodwill (249.2) (244.2)
Acquired intangible assets (79.1) (90.4)
Deferred tax assets and liabilities 9.8 10.9
Current tax assets and liabilities 5.3 6.7
Lease liabilities 34.0 27.4
Provisions 8.1 9.0
Trading capital employed 138.2 121.9
Adjusted operating profit 61.0 60.5
Add: Annualisation of acquired businesses 1.3 3.0
Annualised operating profit 62.3 63.5
ROCE 15.2% 15.8%
ROTCE 45.1% 52.1%
Organic and CER revenue growth
Organic and CER revenue growth are calculated as follows:
2026
£m
2025
£m
Revenue 443.3 422.9
FX translation impact – 0.4
Adjusted (CER) revenue 443.3 423.3
Acquisitions and disposals (16.0) (3.9)
Organic revenue 427.3 419.4
Organic growth for the Group compared with last year is calculated at constant exchange rates (“CER”) and is shown
excluding the first 12 months of acquisitions post completion (Hivolt in August 2024, Burster in January 2025 and Storm in
December 2025) and the results of the Santon solar business unit disposal.
Gearing ratio
Gearing ratio is calculated as follows:
2026
£m
2025
£m
Net debt 80.5 94.3
Adjusted EBITDA 67.6 68.1
Annualisation of acquired businesses 1.3 3.0
Covenant EBITDA 68.9 71.1
Gearing ratio 1.2 1.3
Additional Information
171 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
7. Operating profit
2026
£m
2025
£m
Revenue 443.3 422.9
Direct materials/direct labour (244.5) (236.8)
Other cost of goods sold (6.3) (4.6)
Selling and distribution costs (41.6) (40.9)
Administrative expenses (105.7) (98.2)
Operating profit 45.2 42.4
Operating costs are as follows:
2026
£m
2025
£m
Employee costs (note 8) 130.4 118.8
Depreciation of property, plant and equipment (note 14) 5.1 4.5
Depreciation of right-of-use assets (note 15) 7.4 7.3
Amortisation of other intangible assets (note 18) 16.6 16.6
Gain related to disposal group – (2.1)
Expected credit losses (note 20) (0.3) 0.2
Net foreign exchange differences (0.7) (0.4)
Inventories:
Cost of inventories 200.2 196.0
Write-down of inventories to net realisable value 0.2 0.5
Other expenses 39.2 39.1
Operating costs 398.1 380.5
2026
£m
2025
£m
Operating costs 398.1 380.5
Less: Net acquisition and disposal expenses (5.3) (3.6)
Contingent consideration 5.8 1.7
Amortisation of acquired intangibles (16.3) (16.2)
Adjusted operating costs 382.3 362.4
discoverIE Group plc Innovative Electronics172
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
8. Employee costs and Directors’ emoluments
2026
£m
2025
£m
Wages and salaries 109.9 99.6
Social security costs 15.1 13.1
Other pension costs 4.0 4.1
Share-based payments (note 30) 1.4 2.0
130.4 118.8
The average monthly number of employees (including Executive Directors) during the year was as follows:
2026
2025
(restated)
Sales and marketing 515 471
Manufacturing and services 3,287 3,350
Administration 368 345
4,170 4,166
The average monthly number of employees for the prior year has been restated by 229, decreasing from 4,395 to 4,166, to reflect headcount on an average basis rather
than full-time equivalent (FTE).
At 31 March 2026 the Group had 4,200 employees (2025: 4,176).
Directors’ emoluments
2026
£
2025
£
Aggregate emoluments in respect of qualifying services 1,522,570 1,580,707
Aggregate employer contribution to a defined contribution pension scheme and pay in lieu of
pension for two Directors 74,840 70,165
1,597,410 1,650,872
Highest paid Director
Emoluments in respect of qualifying services 934,021 985,059
Employer contribution to a defined contribution pension scheme and pay in lieu of pension 45,160 42,407
979,181 1,027,466
Aggregate emoluments for the Non-Executive Directors were £398,170 (2025: £415,325). Further details of all Directors’
emoluments are provided in the Remuneration Report on pages 116 to 137.
9. Finance income/(costs)
2026
£m
2025
£m
Interest receivable and similar income 2.7 3.7
Finance income 2.7 3.7
Finance costs on bank loans and overdrafts (9.9) (12.5)
Finance costs on lease liabilities (1.3) (1.0)
Amortisation of borrowing costs (0.6) (0.6)
Finance costs (11.8) (14.1)
Additional Information
173 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
10. Tax expense
The major components of the corporation tax expense are summarised below:
2026
£m
2025
£m
Current taxation:
UK adjustments in respect of prior years 0.2 (0.5)
0.2 (0.5)
Overseas tax 11.1 11.3
Overseas adjustments in respect of prior years (1.6) (0.6)
9.5 10.7
Total current taxation expense 9.7 10.2
Deferred taxation
Origination and reversal of temporary differences within the UK (1.4) (0.4)
Origination and reversal of temporary differences overseas (0.8) (1.9)
Adjustment in respect of prior years (0.4) (0.2)
Increased recognition of historical losses – (0.5)
Impact of tax rate changes – 0.2
Total deferred taxation credit (2.6) (2.8)
Tax expense reported in the consolidated Statement of Profit or Loss 7.1 7.4
Tax recognised in other comprehensive income
2026
£m
2025
£m
Decrease in deferred tax liability on pension (0.1) 1.2
Tax reported in other comprehensive income (0.1) 1.2
Tax recognised in equity
2026
£m
2025
£m
Decrease in deferred tax asset on share-based payments (0.1) (1.3)
Tax reported in equity (0.1) (1.3)
The effective rate of taxation for the year is lower (2025: lower) than the standard rate of taxation in the UK of 25% (2025: 25%).
A reconciliation of the tax expense applicable to the profit before tax, at the statutory tax rate, to the actual tax expense at
the Group’s effective tax rate for the years ended 31 March 2026 and 31 March 2025 respectively is presented below:
2026
£m
2025
£m
Profit before tax 36.1 32.0
Profit before taxation multiplied by standard rate of corporation tax in the UK of 25% (2025: 25%) 9.0 8.0
Effect of:
Differences in overseas tax rates (0.2) (0.2)
Tax losses not recognised (0.1) (0.1)
Non-deductible expenses 0.1 1.3
Increased recognition of historical losses – (0.5)
Impact of tax rate changes on deferred tax – 0.2
Adjustments to deferred taxation expense in respect of prior years (0.4) (0.2)
Adjustments to current taxation expense in respect of prior years (1.3) (1.1)
Total tax reported in the consolidated Statement of Profit or Loss 7.1 7.4
discoverIE Group plc Innovative Electronics174
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
Deferred tax
Deferred tax liabilities
2026
£m
2025
£m
Accelerated capital allowances (0.6) (0.7)
Intangibles (15.5) (17.5)
Other temporary differences (1.0) (2.8)
Gross deferred tax liabilities (17.1) (21.0)
Deferred tax assets
Decelerated capital allowances 0.2 0.2
Pensions 0.5 0.6
Tax losses 0.8 0.9
Share-based payment plans 3.0 3.0
Other temporary differences 2.8 5.4
Gross deferred tax assets 7.3 10.1
£1.9m of deferred tax assets (2025: £5.0m) and £4.1m of deferred tax liabilities (2025: £4.9m) are expected to be recovered or
settled no more than 12 months after the reporting period. £5.4m of deferred tax assets (2025: £5.1m) and £13.0m of deferred
tax liabilities (2025: £16.1m) are expected to be recovered or settled more than 12 months after the reporting period.
Movements in deferred tax
Accelerated
capital
allowances
£m
Intangibles
£m
Pensions
£m
Tax
losses
£m
Share-
based
payments
£m
Other
temporary
differences
£m
Total
£m
At 1 April 2024 (0.5) (20.2) 0.4 1.8 4.2 1.2 (13.1)
(Charged)/credited
– to profit and loss – 3.1 (1.0) (0.9) 0.1 1.5 2.8
– to other comprehensive income – – 1.2 – – – 1.2
– directly to equity – – – – (1.3) – (1.3)
Exchange differences on translation of
foreign subsidiaries – 0.3 – – – (0.1) 0.2
Acquisition-related movements – (0.7) – – – – (0.7)
At 31 March 2025 (0.5) (17.5) 0.6 0.9 3.0 2.6 (10.9)
(Charged)/credited
– to profit and loss 0.1 3.4 – (0.1) 0.1 (0.9) 2.6
– to other comprehensive income – – (0.1) – – – (0.1)
– directly to equity – – – – (0.1) – (0.1)
Exchange differences on translation of
foreign subsidiaries – (0.1) – – – 0.1 –
Acquisition-related movements – (1.3) – – – – (1.3)
At 31 March 2026 (0.4) (15.5) 0.5 0.8 3.0 1.8 (9.8)
At 31 March 2026, £nil (2025: £nil) of the deferred tax asset in respect of tax losses relates to tax jurisdictions in which tax
losses were incurred in the current or preceding period. The recognition of the deferred tax asset is supported by forecasts of
sufficient future taxable profits in the relevant jurisdictions.
At 31 March 2026, the Group had not recognised any deferred tax asset in respect of tax losses of approximately £22.8m
(2025: £23.2m). Deferred tax assets are not recognised where there is insufficient evidence that losses will be utilised.
At 31 March 2026, a £0.8m deferred tax liability (2025: £1.8m) has been recognised for withholding taxes payable on the
remittance of certain of the Group’s overseas subsidiaries’ unremitted earnings. The aggregate amount of unremitted
earnings on which deferred tax has not been recognised is £27.6m (2025: £21.4m). No deferred tax has been recognised on
this amount as the Group is able to control the timing of these distributions and is not expecting to distribute these profits
in the foreseeable future.
10. Tax expense continued
Additional Information
175 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
11. Business combinations
Acquisitions in the year ended 31 March 2026
Acquisition of Keymat Technology Limited (“Storm”)
On 18 December 2025, the Group completed the acquisition of 100% of the share capital of Keymat Technology Limited
operating under the trading name Storm Interface (“Storm”), a company incorporated in the United Kingdom. Storm is
a UK-based designer and manufacturer of differentiated assistive HMI products. These are primarily tactile and audible
content navigation devices for visually impaired people, for sale in the UK and internationally. The need for such products
is being driven by the roll out of legislation in Europe, UK and Americas that requires assistive interfaces in electronic
equipment.
Storm was acquired for an initial consideration of £5.5m on a cash-free, debt-free basis, before expenses, funded from
the Group's existing debt facilities. The initial cash consideration paid of £7.7m includes a net adjustment of £2.2m (cash
acquired offset by other debt-like items). In addition, a contingent payment of up to £2.2m will be payable subject to Storm
achieving certain financial performance conditions over the period between 1 April 2025 and 31 March 2026.
The fair values of the identifiable assets and liabilities of Storm at the date of acquisition were:
Fair value
recognised
at acquisition
£m
Intangible assets – other (incl. customer relationships) 4.8
Property, plant and equipment 0.2
Right-of-use assets 0.2
Inventories 1.3
Trade and other receivables 0.2
Cash acquired 3.8
Trade and other payables (0.9)
Current and deferred tax liabilities (1.9)
Lease liabilities (0.2)
Total identifiable net assets 7.5
Goodwill arising on acquisition 2.9
Total investment 10.4
Discharged by
Initial cash consideration 7.7
Purchase price adjustment 0.5
Contingent consideration 2.2
10.4
Net cash outflows in respect of the acquisition comprise:
Total
£m
Cash consideration 7.7
Transaction costs 0.4
Net cash acquired (3.8)
4.3
Transaction costs of £0.4m related to acquisition expenses and were expensed as incurred in the period ended
31 March 2026. These were included within operating costs and operating cash flows.
Included in cash flow from investing activities is the cash consideration of £7.7m, offset by the net cash acquired of £3.8m.
From the date of acquisition to 31 March 2026, Storm contributed £1.9m to revenue and a profit of £0.1m to profit after tax of
the Group. If the business combination had taken place at the beginning of the year, the consolidated revenue for the Group
would have been £448.2m and the consolidated profit after tax for the Group would have been £29.9m.
discoverIE Group plc Innovative Electronics176
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
The goodwill is attributable to the workforce and the high profitability of the acquired business. It will not be deductible for
tax purposes. Included in the £2.9m of goodwill recognised above are certain intangible assets that cannot be individually
separated and reliably measured, due to their nature. These include the value of expected operational benefits. All the
acquired receivables are expected to be collected.
Acquisitions in the year ended 31 March 2025
There have been no changes to the provisional fair values of the assets and liabilities acquired in the prior year.
Acquisition of Hivolt
On 1 August 2024, the Group completed the acquisition of 100% of the outstanding ordinary shares of Hivolt Capacitors
Limited (“Hivolt”), a company incorporated in the United Kingdom. Hivolt is a designer and manufacturer of custom-built
capacitors for specialised applications involving high voltages and the acquisition has strengthened the Group’s position in
the electronics market and enhanced its offering across key target sectors, including medical and transportation.
Hivolt was acquired for an initial consideration of £3.8m on a cash-free, debt-free basis, before expenses, funded from the
Group's existing debt facilities. The cash consideration paid of £8.5m includes cash acquired of £5.0m net of deductions
for accrued tax and other liabilities and adjustments of £0.3m. In addition, during the year ended 31 March 2026, the
contingent payment of £0.9m was paid based on the performance of the business for the period between 1 April 2024 and
31 March 2025.
The fair values of the identifiable assets and liabilities of Hivolt at the date of acquisition were:
Fair value
recognised
at acquisition
£m
Intangible assets – other (incl. customer relationships) 2.6
Property, plant and equipment 0.1
Right-of-use assets 0.2
Inventories 0.6
Trade and other receivables 0.2
Cash acquired 5.0
Trade and other payables (0.4)
Current and deferred tax liabilities (0.8)
Lease liabilities (0.2)
Total identifiable net assets 7.3
Goodwill arising on acquisition 2.1
Total investment 9.4
Discharged by
Initial cash consideration 8.5
Contingent consideration 0.9
9.4
Net cash outflows in respect of the acquisition comprise:
Total
£m
Cash consideration 8.5
Transaction costs 0.1
Net cash acquired (5.0)
3.6
Transaction costs of £0.1m related to acquisition expenses and were expensed as incurred in the period ended 31 March 2025.
These were included within operating costs and operating cash flows.
11. Business combinations continued
Additional Information
177 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
Included in cash flow from investing activities is the cash consideration of £8.5m, offset by the net cash acquired of £5.0m.
From the date of acquisition to 31 March 2025, Hivolt contributed £2.0m to revenue and a profit of £0.3m to profit after tax of
the Group. If the business combination had taken place at the beginning of the year, the consolidated revenue for the Group
would have been £423.9m and the consolidated profit after tax for the Group would have been £24.7m.
The goodwill was attributable to the workforce and the high profitability of the acquired business. It will not be deductible
for tax purposes. Included in the £2.1m of goodwill recognised above were certain intangible assets that cannot be
individually separated and reliably measured, due to their nature. These include the value of expected operational benefits.
All the acquired receivables are expected to be collected.
Acquisition of Burster
On 15 January 2025, the Group completed the acquisition of the Burster Group ("Burster"), by acquiring the limited
partnership interest in burster präzisionsmesstechnik GmbH & Co. KG. Burster is a German-based designer and
manufacturer of specialist sensors.
Burster was acquired for an initial consideration of £25.6m on a cash-free, debt-free basis, before expenses, funded from
the Group's existing debt facilities. The cash consideration paid of £25.5m includes cash acquired of £1.3m net of deductions
for accrued tax and other liabilities and adjustments of £1.4m. The contingent consideration of £5.8m recognised on
acquisition has been subsequently measured and released based on the performance of the business for its year ended
31 December 2025.
The fair values of the identifiable assets and liabilities of Burster at the date of acquisition were:
Fair value
recognised
at acquisition
£m
Intangible assets – other (incl. customer relationships) 9.1
Property, plant and equipment 1.5
Right-of-use assets 2.8
Inventories 6.8
Trade and other receivables 0.9
Cash acquired 1.3
Trade and other payables (1.3)
Current tax liabilities (0.4)
Lease liabilities (2.8)
Total identifiable net assets 17.9
Goodwill arising on acquisition 13.4
Total investment 31.3
Discharged by
Initial cash consideration 25.5
Contingent consideration 5.8
31.3
Net cash outflows in respect of the acquisition comprise:
Total
£m
Cash consideration 25.5
Transaction costs 0.7
Net cash acquired (1.3)
24.9
11. Business combinations continued
discoverIE Group plc Innovative Electronics178
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
11. Business combinations continued
Transaction costs of £0.7m related to acquisition expenses and were expensed as incurred in the period ended
31 March 2025. These were included within operating costs and operating cash flows.
Included in cash flow from investing activities is the cash consideration of £25.5m, offset by the net cash acquired of £1.3m.
From the date of acquisition to 31 March 2025, Burster contributed £4.8m to revenue and a loss of £0.9m to profit after tax of
the Group. If the business combination had taken place at the beginning of the year, the consolidated revenue for the Group
would have been £435.4m and the consolidated profit after tax for the Group would have been £24.5m.
The goodwill was attributable to the workforce and the high profitability of the acquired business. It will be deductible for
tax purposes. Included in the £13.4m of goodwill recognised above were certain intangible assets that cannot be individually
separated and reliably measured, due to their nature. These include the value of expected operational benefits. All the
acquired receivables are expected to be collected.
12. Dividends
Dividends recognised in equity as distributions to equity holders in the year:
2026
£m
2025
£m
Equity dividends on ordinary shares:
Final dividend for the year ended 31 March 2025 of 8.60p (2024: 8.25p) 8.3 7.9
Interim dividend for the year ended 31 March 2026 of 4.05p (2025: 3.90p) 3.9 3.8
Total amounts recognised as equity distributions during the year 12.2 11.7
Proposed for approval at AGM:
2026
£m
2025
£m
Equity dividends on ordinary shares:
Final dividend for the year ended 31 March 2026 of 8.95p (2025: 8.60p) 8.6 8.3
Summary
Dividends per share declared in respect of the year 13.0p 12.50p
Dividends per share paid in the year 12.65p 12.15p
Dividends paid in the year £12.2m £11.7m
13. Earnings per share
Basic earnings per share is calculated by dividing the net profit for the year attributable to ordinary equity holders of the
Company by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is the basic earnings per share after allowing for the dilutive effect of the conversion into ordinary
shares of the weighted average number of options outstanding during the year.
The following reflects the income and share data used in the basic and diluted earnings per share calculations.
2026
£m
2025
£m
Profit after tax for the year 29.0 24.6
2026
Number
2025
Number
Weighted average number of shares for basic earnings per share 96,108,648 96,028,934
Effect of dilution – share options 2,405,124 2,398,601
Weighted average number of shares for diluted earnings per share 98,513,772 98,427,535
Basic earnings per share 30.2p 25.6p
Diluted earnings per share 29.4p 25.0p
At the year-end, there were 2,622,432 ordinary share options in issue that could potentially dilute earnings per share in the
future, of which 2,405,124 are currently dilutive (2025: 2,648,415 in issue and 2,398,601 dilutive).
Additional Information
179 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
14. Property, plant and equipment
Land and
buildings
£m
Leasehold
improvements
£m
Plant and
equipment
£m
Total
£m
Cost
At 1 April 2024 7.3 5.2 41.3 53.8
Additions 0.5 1.3 3.6 5.4
Disposals – – (2.4) (2.4)
Business acquired (note 11) – – 1.6 1.6
Exchange adjustments (0.5) – (0.8) (1.3)
At 31 March 2025 7.3 6.5 43.3 57.1
Additions 0.1 0.4 5.2 5.7
Disposals – (0.3) (2.0) (2.3)
Business acquired (note 11) – 0.1 0.1 0.2
Exchange adjustments – 0.2 (0.1) 0.1
At 31 March 2026 7.4 6.9 46.5 60.8
Accumulated depreciation
At 1 April 2024 3.4 2.4 27.5 33.3
Charge for the year 0.3 0.6 3.6 4.5
Disposals – – (2.4) (2.4)
Exchange adjustments (0.5) – (0.8) (1.3)
At 31 March 2025 3.2 3.0 27.9 34.1
Charge for the year 0.3 0.6 4.2 5.1
Disposals – (0.3) (1.8) (2.1)
Exchange adjustments (0.2) 0.3 (0.4) (0.3)
At 31 March 2026 3.3 3.6 29.9 36.8
Net book value at 31 March 2026 4.1 3.3 16.6 24.0
Net book value at 31 March 2025 4.1 3.5 15.4 23.0
Land and buildings includes land with a cost of £1.1m (2025: £1.0m) that is not subject to depreciation.
At 31 March 2026 the Group had contractual capital expenditure commitments for plant and equipment and leasehold
improvements of £nil (2025: £0.4m) for which no provision has been made.
15. Leases
15.1 Leasing arrangements
The Group leases manufacturing and warehousing facilities, offices and various items of plant, machinery, equipment and
vehicles.
Manufacturing and warehouse facilities generally have lease terms between three and ten years. Lease contracts generally
include extension and termination options.
discoverIE Group plc Innovative Electronics180
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
15.2 Carrying value of right-of-use assets
Set out below are the carrying amounts of right-of-use assets recognised and movements during the year:
Land and
buildings
£m
Plant and
machinery
£m
Total
£m
At 1 April 2024 18.2 2.4 20.6
Exchange adjustments (0.1) – (0.1)
Additions/modifications 10.6 1.0 11.6
Depreciation charge (6.2) (1.1) (7.3)
Terminations (0.1) (0.3) (0.4)
Business acquired (note 11) 2.9 0.1 3.0
At 31 March 2025 25.3 2.1 27.4
Exchange adjustments 0.4 – 0.4
Additions/modifications 11.5 1.2 12.7
Depreciation charge (6.3) (1.1) (7.4)
Business acquired (note 11) 0.2 – 0.2
At 31 March 2026 31.1 2.2 33.3
15.3 Carrying value of lease liabilities
Set out below are the carrying amounts of lease liabilities and the movements during the year:
Total
£m
At 1 April 2024 (20.1)
Exchange adjustments 0.2
Additions/modifications (11.4)
Interest for the year (1.0)
Lease payments 7.5
Terminations 0.4
Business acquired (note 11) (3.0)
At 31 March 2025 (27.4)
Exchange adjustments (0.5)
Additions/modifications (12.5)
Interest for the year (1.3)
Lease payments 7.9
Business acquired (note 11) (0.2)
At 31 March 2026 (34.0)
2026
£m
2025
£m
Current liabilities 6.5 6.2
Non-current liabilities 27.5 21.2
34.0 27.4
Payment of lease liabilities is shown under Financing Activities in the consolidated Statement of Cash Flows.
15. Leases continued
Additional Information
181 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
15.4 Amounts recognised in the consolidated Statement of Profit or Loss
2026
£m
2025
£m
Depreciation of right-of-use assets 7.4 7.3
Interest expense (included in finance costs) 1.3 1.0
8.7 8.3
During the year ended 31 March 2026, a total of £0.2m was recognised in the consolidated Statement of Profit or Loss
relating to payments under short-term and low-value leases (2025: £0.1m).
15.5 Extension and termination options
Extension and termination options are included in a number of property and equipment leases across the Group. These
terms are used to maximise operational flexibility in terms of managing contracts. Extension and termination options which
are reasonably certain not to be exercised are considered in the measurement of the lease liability and right-of-use asset.
There are no lease contracts in place as at 31 March 2026 which include variable lease payments (2025: none).
16. Intangible assets – goodwill
Cost £m
At 1 April 2024 233.4
Business acquired (note 11) 15.5
Disposal (1.7)
Exchange adjustments (3.0)
At 31 March 2025 244.2
Business acquired (note 11) 2.9
Exchange adjustments 2.1
At 31 March 2026 249.2
Impairment £m
At 31 March 2025 and 31 March 2026 –
Net book value at 31 March 2026 249.2
Net book value at 31 March 2025 244.2
17. Impairment testing of goodwill
The Group’s operations are organised into two distinct divisions, Magnetics & Controls (“M&C”) and Sensing & Connectivity
(“S&C”). Each of these divisions comprises two operating units. Within each operating unit are aggregated business
units (“CGUs”) that share similar characteristics such as the nature of customers, products, risk profile and economic
characteristics.
With the increased number of acquisitions and the anticipated synergies across the Group’s businesses in particular within
an operating unit, the Group's management has transitioned from monitoring individual CGUs separately to aggregating
the performance outputs of each of the four operating units. This approach is adopted to facilitate the assessment of
performance, resource allocation and strategic decision-making.
The Group’s management has determined that the lowest level within the Group at which the goodwill is monitored for
internal management purposes consists of the operating units, each comprising a number of CGUs. Therefore, according
to IAS 36.82, goodwill is tested for impairment at the level that reflects the way the Group manages its operations and with
which the goodwill would naturally be associated.
15. Leases continued
discoverIE Group plc Innovative Electronics182
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
The carrying value of goodwill is analysed as follows:
2026
£m
2025
(restated)
1
£m
Magnetics 39.5 38.2
Controls 81.7 79.7
Magnetics & Controls 121.2 117.9
Sensing 46.0 45.6
Connectivity 82.0 80.7
Sensing & Connectivity 128.0 126.3
Total 249.2 244.2
1
During the year, to enhance alignment and commonality across our businesses, one business was reclassified from M&C to S&C and one business from S&C to
M&C. Prior year figures have been restated to reflect these reclassifications. There is no impact to the Group position.
The movement in goodwill compared to prior year relates mainly to the movement in foreign exchange rates and to Storm
Interface which was acquired in the year into the Magnetics & Controls division (note 11).
The recoverable amount of each operating unit is based on value-in-use calculations. The key assumptions used in these
calculations relate to future revenue growth (being the five-year sales Compound Annual Growth Rate – “CAGR”), discount
rates and long-term growth rates beyond the first five years. Cash flow forecasts for the five-year period from the reporting
date are based on the FY 2026/27 Board approved budget and management projections thereon, which are based on
historical experience and market outlook.
Cash flow projections included in the impairment review models include management’s view of the impact of climate
change, including costs related to the effects of climate change, as well as the future costs of the Group’s commitment to
achieve net-zero Scope 1 and 2 carbon emissions by 2030.
A long-term growth rate (“LTGR”) beyond the five-year period of 2% has been applied consistently in the value-in-use
calculations (2025: 2%) and is based on the average long-term inflation targets.
Discount rates reflect the current market assessment of the risks specific to each of the four sub-divisions and were
estimated based on the average percentage weighted average cost of capital for the industry and then further adjusted for
country-specific risk.
The table below discloses the discount rates and growth rates:
Pre-tax discount rate 5-year sales CAGR
2026
%
2025
(restated)
%
2026
%
2025
(restated)
%
Magnetics 14.2 14.2 6.1 5.5
Controls 12.5 12.5 7.5 8.3
Sensing 12.5 12.6 9.0 6.7
Connectivity 12.6 12.5 10.2 7.4
The pre-tax discount rate and the 5-year CAGR for the prior year have been restated and are now calculated on a weighted average basis for the Group of CGUs
included in each operating unit, in line with current year.
Sensitivity to changes in assumptions
The Group’s forecast is based on a range of assumptions to determine the value of expected future cash flows. Deviations
against those plans and assumptions in terms of revenue and margin projections, operating and capital costs and
successful achievement of strategic objectives are all inherently uncertain. Headroom in the impairment test for each of the
four operating units has been tested for sensitivity to reasonably possible adverse changes in forecast cash flows, discount
rates and long-term growth rates. Adequate headroom is available against material impairment risk.
17. Impairment testing of goodwill continued
Additional Information
183 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
18. Intangible assets – other
Acquired intangibles
Software &
development
£m
Customer
relationships
£m
Patents &
brands
£m
Total
£m
Cost
At 1 April 2024 4.9 170.9 3.7 179.5
Business acquired (note 11) – 11.7 – 11.7
Additions 0.7 – – 0.7
Disposals (0.2) – – (0.2)
Exchange adjustment (0.1) (2.2) (0.1) (2.4)
At 31 March 2025 5.3 180.4 3.6 189.3
Business acquired (note 11) – 4.8 – 4.8
Additions 0.9 – – 0.9
Disposals (0.2) – – (0.2)
Exchange adjustment – 0.8 – 0.8
At 31 March 2026 6.0 186.0 3.6 195.6
Accumulated amortisation
At 1 April 2024 3.3 75.9 2.5 81.7
Charge for the year 0.4 15.8 0.4 16.6
Disposals (0.1) – – (0.1)
Exchange adjustment (0.1) (0.9) (0.1) (1.1)
At 31 March 2025 3.5 90.8 2.8 97.1
Charge for the year 0.3 16.0 0.3 16.6
Disposals (0.2) – – (0.2)
Exchange adjustment 0.2 0.7 (0.1) 0.8
At 31 March 2026 3.8 107.5 3.0 114.3
Net book value at 31 March 2026 2.2 78.5 0.6 81.3
Net book value at 31 March 2025 1.8 89.6 0.8 92.2
19. Inventories
2026
£m
2025
£m
Finished goods and goods for resale 26.6 29.2
Raw materials and work in progress 58.8 53.7
Total inventories 85.4 82.9
At 31 March 2026, the provision for realisable value included within total inventories was £11.2m (2025: £11.5m).
discoverIE Group plc Innovative Electronics184
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
20. Trade and other receivables
Current
2026
£m
2025
£m
Trade receivables 73.4 63.5
Other receivables 6.1 5.1
VAT receivable 2.8 3.0
Prepayments 3.4 2.8
85.7 74.4
Trade receivables are non-interest bearing, are generally on 30 to 60 days’ terms and are shown net of expected credit losses.
Current year other receivables includes £nil (2025: £0.3m) related to the current portion of the deferred consideration
receivable for the disposal of the Vertec Scientific business.
All of the Group’s trade and other receivables are regularly reviewed for indicators of impairment. The credit risk exposure
inherent in the Group’s trade receivables is measured and recognised as an impairment provision on initial recognition,
based on the expected credit loss method, as required by IFRS 9. Specific provision for impairment may also be required
where a specific increase in credit risk is identified, or a credit event has occurred. Provisions for general credit risk exposure
are measured with reference to the age of a receivable as debts that are overdue present a specific impairment risk indicator
regarding recoverability.
In total, the Group has recognised impairment provisions of £1.9m (2025: £2.2m), against trade receivables. This includes a
total of £1.2m (2025: £1.4m) of specific provisions for impairment due to increased default risk and unresolved disputes, as
well as a provision for expected credit losses of £0.7m (2025: £0.8m). Across the Group, general expected credit loss risk has
been assessed to be low due to the size, nature and diversification of customers across the divisions.
The movements in the impairment provisions for trade receivables during the year were as follows:
2026
£m
2025
£m
At 1 April 2.2 2.3
Net (release)/charge in the year (0.3) 0.2
Exchange adjustments – (0.3)
At 31 March 1.9 2.2
Details of the net trade receivables ageing are set out below:
Overdue
Total
£m
Not yet due
£m
<30 days
£m
30–60 days
£m
60–90 days
£m
90–120 days
£m
>120 days
£m
2026
Gross 75.3 61.7 8.7 1.8 0.4 0.6 2.1
Provision (1.9) – – – – (0.1) (1.8)
Net 73.4 61.7 8.7 1.8 0.4 0.5 0.3
2025
Gross 65.7 54.0 6.3 3.0 0.7 0.2 1.5
Provision (2.2) (0.2) – – (0.3) (0.2) (1.5)
Net 63.5 53.8 6.3 3.0 0.4 – –
Additional Information
185 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
21. Cash and cash equivalents
2026
£m
2025
£m
Cash at bank and in hand 125.3 139.3
The cash balances are separately presented gross in the consolidated Statement of Financial Position, rather than netted
off against overdrafts held either by the same entity, or other Group entities, with the same bank. The net cash position as at
31 March 2026 after netting off against overdrafts is £29.0m (2025: £43.7m). Refer to note 23 for analysis of movements.
Cash at bank earns interest at floating rates, based on daily bank deposit rates. The Group only deposits cash surpluses
with major banks of high credit standing (£110.6m with financial institutions with credit rating of AA- (2025: £118.8m), £6.1m
with financial institutions with credit rating of A+ (2025: £13.0m), and the remaining balance of £8.6m with various financial
institutions with credit rating of A- or higher (2025: £7.5m)) in line with its treasury policy. The fair value of cash and cash
equivalents is £125.3m (2025: £139.3m).
22. Other financial liabilities
Current Non-current
Effective
interest
rate % Maturity
2026
£m
2025
£m
2026
£m
2025
£m
Bank overdrafts Variable On demand 96.3 95.6 – –
Unsecured bank loans Variable – – 0.1 0.1
Revolving Credit Facility (“RCF”) Variable – – 111.9 139.3
Capitalised debt costs (0.7) (0.6) (1.8) (0.8)
Loans and borrowings 95.6 95.0 110.2 138.6
Lease liabilities 6.5 6.2 27.5 21.2
Trade and other payables (note 28) 80.0 70.7 0.5 6.2
Total other financial liabilities 182.1 171.9 138.2 166.0
Interest on overdrafts is based on floating rates linked to SONIA, SOFR and EURIBOR.
Included in unsecured bank loans is a Euro-denominated loan of £0.1m (2025: £0.1m).
At 31 March 2026, the RCF drawdowns of £111.9m (2025: £139.3m) were denominated in Sterling, US Dollar and Euro which
bear interest based on SONIA, SOFR and EURIBOR, plus a facility margin.
Trade and other payables above include only contractual obligations.
The maturity of the gross contractual financial liabilities is as follows:
At 31 March 2026
Within
1 year
£m
2–5
years
£m
>5
years
£m
Total
£m
Floating rate 95.6 110.2 – 205.8
Lease liabilities 8.0 25.5 14.7 48.2
Trade and other payables 80.0 0.5 – 80.5
183.6 136.2 14.7 334.5
At 31 March 2025
Within
1 year
£m
2–5
years
£m
>5
years
£m
Total
£m
Floating rate 95.0 138.6 – 233.6
Lease liabilities 7.2 16.1 8.5 31.8
Trade and other payables 70.7 6.2 – 76.9
172.9 160.9 8.5 342.3
discoverIE Group plc Innovative Electronics186
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
The carrying amount of the Group’s financial liabilities excluding lease liabilities is denominated in the following currencies:
2026
£m
2025
£m
Sterling 96.4 98.7
Euro 97.7 116.8
US Dollar 57.0 65.6
Other currencies 35.2 29.4
286.3 310.5
23. Movements in cash and net debt
Year to 31 March 2026
1 April
2025
£m
Cash flow
£m
Non-cash
changes
£m
31 March
2026
£m
Bank loans over one year (139.4) 28.8 (1.4) (112.0)
Capitalised debt costs 1.4 1.5 (0.4) 2.5
Lease liability (27.4) 7.9 (14.5) (34.0)
Liabilities arising from financing activities (165.4) 38.2 (16.3) (143.5)
Cash and cash equivalents 139.3 (16.0) 2.0 125.3
Bank overdrafts (95.6) 0.9 (1.6) (96.3)
Net cash 43.7 (15.1) 0.4 29.0
Net debt (incl. lease liability) (121.7) 23.1 (15.9) (114.5)
Remove: lease liability 27.4 (7.9) 14.5 34.0
Net debt
1
(94.3) 15.2 (1.4) (80.5)
1
Net debt is an alternative performance measure as it is not defined in IFRS. The most directly comparable IFRS measure is the aggregate of loans and borrowings
(current and non-current) and cash and cash equivalents.
Bank loans over one year above include £111.9m (2025: £139.3m) drawn down against the Group’s revolving credit facility.
Bank overdrafts reflect the aggregated gross overdrawn balances of Group companies (even if those companies have other
positive cash balances). The overdrafts and cash and cash equivalents are held with the Group’s relationship banks.
Year to 31 March 2025
1 April
2024
£m
Cash flow
£m
Non-cash
changes
£m
31 March
2025
£m
Bank loans over one year (137.5) (4.3) 2.4 (139.4)
Capitalised debt costs 2.0 – (0.6) 1.4
Lease liability (20.1) 7.5 (14.8) (27.4)
Liabilities arising from financing activities (155.6) 3.2 (13.0) (165.4)
Cash and cash equivalents 110.8 29.6 (1.1) 139.3
Bank overdrafts (79.3) (16.4) 0.1 (95.6)
Net cash 31.5 13.2 (1.0) 43.7
Net debt (incl. lease liability) (124.1) 16.4 (14.0) (121.7)
Remove: lease liability 20.1 (7.5) 14.8 27.4
Net debt (104.0) 8.9 0.8 (94.3)
22. Other financial liabilities continued
Additional Information
187 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
24. Reconciliation of cash flows from operating activities
2026
£m
2025
£m
Profit for the year 29.0 24.6
Tax expense 7.1 7.4
Net finance costs 9.1 10.4
Depreciation of property, plant and equipment 5.1 4.5
Depreciation of right-of-use assets 7.4 7.3
Amortisation of intangible assets – other 16.6 16.6
Loss on disposal of property, plant and equipment 0.1 –
Loss on disposal of intangible assets – 0.1
Change in provisions (1.0) 0.1
Pension scheme funding (1.0) (2.3)
IAS 19 pension charge 0.9 0.7
Gain on disposal of business – (2.1)
Impact of equity-settled share-based payment expense and associated taxes 1.4 2.0
Operating cash flows before changes in working capital 74.7 69.3
(Increase)/Decrease in inventories (0.2) 5.4
(Increase)/Decrease in trade and other receivables (10.3) 5.8
Increase/(Decrease) in trade and other payables 3.0 (10.0)
Changes in working capital (7.5) 1.2
Cash generated from operations 67.2 70.5
Interest paid (9.9) (12.5)
Interest paid on lease liabilities (1.3) (1.0)
Income taxes paid (10.7) (10.6)
Net cash flow from operating activities 45.3 46.4
2026
£m
2025
£m
Net cash flow from operating activities 45.3 46.4
Working capital 1.8 1.0
Gain on disposal – 2.1
Payment of lease liabilities (6.6) (6.5)
Capital expenditure (6.6) (6.1)
Interest received 2.7 3.5
Free cash flow 36.6 40.4
discoverIE Group plc Innovative Electronics188
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
25. Provisions
Retirement
and
severance
indemnity
£m
Dilapidation
£m
Other
£m
Total
£m
At 1 April 2024 2.1 3.3 3.4 8.8
Arising during the year 0.5 0.2 1.6 2.3
Arising from business combinations 0.6 – 0.2 0.8
Utilised/released (0.6) – (2.2) (2.8)
Exchange difference (0.1) – – (0.1)
At 31 March 2025 2.5 3.5 3.0 9.0
Arising during the year 1.0 0.2 0.5 1.7
Utilised/released (1.1) – (1.5) (2.6)
At 31 March 2026 2.4 3.7 2.0 8.1
Analysis of total provisions:
2026
£m
2025
£m
Current 3.8 5.0
Non-current 4.3 4.0
8.1 9.0
The retirement indemnity provision of £2.3m (2025: £2.4m), relates to retirement and leaving indemnity schemes in Sri Lanka
£1.0m (2025: £0.9m), India £0.5m (2025: £0.6m), France £0.1m (2025: £0.2m), Germany £0.6m (2025: £0.6m) and Denmark
£0.1m (2025: £0.1m). The schemes are unfunded. The service cost, representing deferred salaries accruing to employees, is
included as an operating expense and determined by reference to local laws and actuarial assumptions where applicable.
The key actuarial assumptions used in relation to valuation of the Sri Lankan scheme comprise mortality rates, staff turnover
(12% up to age of 54 and zero thereafter) (2025: 16% up to the age of 54 and zero thereafter), retirement age (60 years) (2025:
60 years), discount rate (9.5% p.a.) (2025: 11% p.a.) and salary increases (9% p.a.) (2025: 9% p.a.).
The severance provision of £0.1m (2025: £0.1m) relates to severance costs payable to employees.
The dilapidation provision of £3.7m (2025: £3.5m) relates to exit costs to be incurred at the end of leasehold contracts for
properties within the Group.
Other provisions relates primarily to warranty provisions £1.0m (2025: £0.9m), restructuring provisions of £0.4m (2025: £1.3m)
and other provisions of £0.6m (2025: £0.8m). The provisions greater than one year are expected to be utilised within one to
three years.
26. Financial risk management
Management of financial risk
The main financial risks faced by the Group are credit risk, liquidity risk and market risk, which include interest rate risk
and currency risk. The Board regularly reviews these risks and has approved written policies covering the use of financial
instruments to manage these risks.
The Group Finance Director retains the overall responsibility and management of financial risk for the Group. Most of the
Group’s financing and interest rate and foreign currency risk management is carried out centrally at Group head office. The
Board approves policies and procedures setting out permissible funding and hedging instruments, exposure limits and a
system of authorities for the approval of transactions.
Management of interest rate risk
The Group has exposure to interest rate risk arising principally from changes in Euro, Sterling and US Dollar interest rates.
The Group does not have any hedges in place at the year-end against exposure to interest rate risk.
A 1% decrease in interest rates on the Group's debt position during the year ended 31 March 2026, would have increased the
Group’s profit before tax by approximately £1.2m (2025: £1.3m).
Additional Information
189 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
Management of foreign exchange risk
The Group’s Shareholders’ equity, earnings and cash flows are exposed to foreign exchange risks, due to the mismatch
between the currencies in which it purchases inventory and the final currency of sale to its customers.
It is Group policy to hedge identified significant foreign exchange exposure on its committed operating cash flows. This is
carried out centrally based on forecast orders and sales.
The US Dollar and Euro represent the main foreign exchange translational exposures for the Group. The following table
demonstrates the sensitivity of the Group’s profit before tax to a 10% strengthening of Sterling against US Dollar and Euro.
Impact on profit before tax – (loss)
2026
£m
2025
£m
10% strengthening of Sterling against Euro (2.6) (1.9)
10% strengthening of Sterling against US Dollar (1.9) (1.1)
Management of credit risk
Credit risk exists in relation to customers, banks and insurers. Exposure to credit risk is mitigated by maintaining credit
control procedures across a wide customer base.
The Group is exposed to credit risk that is primarily attributable to its trade and other receivables. This is minimised by
dealing with recognised creditworthy third parties who have been through a credit verification process. The maximum
exposure to credit risk is limited to the carrying value of trade and other receivables.
As well as credit risk exposures inherent within the Group’s outstanding receivables, the Group is exposed to counterparty
credit risk arising from the placing of deposits and entering into derivative financial instrument contracts with banks and
financial institutions. The Group manages exposure to this credit risk by entering into financial instrument contracts only
with highly credit-rated authorised counterparties, which are reviewed and approved annually by the Board.
Counterparties’ positions are monitored on a regular basis to ensure that they are within the approved limits and that there
are no significant concentrations of credit risks. The Group’s largest customer is approximately 6% (2025: 7%) of Group sales.
Management of liquidity risk
The Group manages its exposure to liquidity risk and maximises its flexibility in meeting changing business needs through
the cash generation of its operations, combined with bank borrowings and access to long-term debt. In its funding strategy,
the Group’s objective is to maintain a balance between the continuity of funding and flexibility through the use of overdrafts,
bank loans and facilities.
At 31 March 2026, the Group had net cash of £29.0m (2025: £43.7m). The Group had total working capital facilities available of
£246.8m (2025: £245.6m) with a number of major UK and overseas banks, of which £240m (2025: £240m) were committed
facilities. The Group had drawn £111.9m against total facilities at 31 March 2026 (2025: £139.3m). In addition, the Group has an
£80m accordion facility that it can use to extend the total facility up to £320m. The syndicated facility is available both for
acquisitions and for working capital purposes. The facilities are subject to certain financial covenants, which had significant
headroom at 31 March 2026.
Management of capital
The Group’s objective when managing capital is to safeguard its ability to continue as a going concern and to maintain
robust capital ratios to support the development of the business with a view to providing strong returns to Shareholders. In
order to maintain or adjust the capital structure, the Group increases bank borrowings, issues new shares or changes the
amount of dividends paid to Shareholders. In respect of this objective, the Group had a target gearing range last year of
between 1.5x and 2.0x. During this year, as part of the Group’s banking facility extension, the associated gearing covenant was
increased from 3.0x to 3.5x. This provides us with additional flexibility to operate temporarily our gearing range above 2.0x to
optimise execution of our acquisition pipeline. Proforma gearing at 31 March 2026 (assuming the acquisitions of Trival and
3G had been completed before the year-end) was 2.2x and this is expected to reduce to 1.8x by the end of the year ending
31 March 2027.
The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 22, cash and cash
equivalents in note 21 and equity attributable to Shareholders.
26. Financial risk management continued
discoverIE Group plc Innovative Electronics190
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
27. Financial assets and liabilities
Fair values
The Group’s principal non-derivative financial instruments comprise bank loans and overdrafts, cash and short-term
borrowings. The Group also holds other financial instruments such as trade receivables and trade payables that arise directly
from the Group’s trading operations.
Derivative financial instruments are represented by short-term foreign currency forward contracts placed by the Group with
external banks as part of the Group’s cash management and foreign currency risk management activities. The fair value of
derivative foreign exchange instruments is determined on initial recognition at forward market exchange rates at inception
of the contract and subsequently remeasured based on forward market exchange rates at the balance sheet date. As at
31 March 2026, the gross value of these contracts was £29.6m, mainly in Euro and US Dollar (2025: £31.9m). The fair value of
these derivatives included within trade and other receivables was an asset of £0.2m (2025: £nil) and included within trade
and other payables was a liability of £0.2m (2025: £0.2m).
The carrying values of the Group’s trade and other receivables and trade and other payables are disclosed in notes 20 and 28.
The carrying value of these items approximates book value due to the short maturity of these instruments.
The carrying values of the Group’s other financial assets and financial liabilities are set out below by category. Carrying values
for all financial assets and liabilities are equivalent to fair values.
Carrying
amount
2026
£m
Fair
value
2026
£m
Carrying
amount
2025
£m
Fair
value
2025
£m
Financial assets at amortised cost
Cash at bank and in hand 125.3 125.3 139.3 139.3
Deferred consideration – – 0.3 0.3
Financial liabilities at amortised cost
Bank overdrafts and short-term borrowings (96.3) (96.3) (95.6) (95.6)
Non-current interest-bearing loans and borrowings:
Floating rate borrowings (109.5) (109.5) (138.0) (138.0)
Lease liabilities (34.0) (34.0) (27.4) (27.4)
Financial liabilities at fair value through profit and loss (“FVTPL”)
Contingent consideration (3.0) (3.0) (9.3) (9.3)
The methods and assumptions used to determine the fair value of financial assets and liabilities are set out below.
All material changes in fair value of financial instruments as at the balance sheet date have been recognised in the
consolidated Statement of Profit or Loss. Impairment reviews did not identify any material impairment of financial assets
from carrying values as reported at the balance sheet date and, as such, no material impairments are included in the
consolidated Statement of Profit or Loss.
Fair value methods and assumptions
Forward foreign exchange contracts (“forwards”) – the fair value of forward foreign currency contracts is determined with
reference to observable yield curves and foreign exchange rates at the reporting date. The FX contracts outstanding with
banks at the year-end had a maturity of one year or less.
Loans and borrowings – the fair value of loans and borrowings has been calculated by discounting future cash flows, where
material, at prevailing market interest rates.
Fair value hierarchy
For financial assets and financial liabilities measured at fair value, as set out in the tables above, the fair value measurement
techniques are based upon applying unadjusted, quoted market rates or prices or inputs other than quoted prices that are
observable for the assets or liabilities either directly or indirectly.
IFRS 13 Fair Value Measurement requires financial instruments measured at fair value to be analysed into a fair value
hierarchy based upon the valuation technique used to determine fair value. The highest level in this hierarchy is Level 3
within which inputs that are not based on observable market data for the asset or liability are applied.
The valuation techniques used by the Group for the measurement of derivative financial instruments, loans and deferred
consideration are considered to be within Level 2, which includes inputs other than quoted prices included within Level 1
that are observable either directly or indirectly.
Additional Information
191 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
Contingent consideration is included in Level 3 of the fair value hierarchy. The fair value is determined considering the
expected payment, discounted to present value using a risk-adjusted discount rate. The expected payment is determined
separately in respect of each individual earn-out agreement, taking into consideration the expected level of profitability
of each acquisition. The unobservable inputs are the projected forecast measures that are assessed on an annual basis.
Changes in the fair value of contingent consideration relating to updated projected forecast performance measures are
recognised in the consolidated Statement of Profit or Loss in the period that the change occurs.
Reconciliation of Level 3 fair value of contingent consideration payable on acquisitions:
2026
£m
2025
£m
At 1 April 9.3 6.7
Contingent consideration arising from current year acquisitions payable in
future years 2.2 6.7
Contingent consideration paid in the current year relating to previous years’
acquisitions (2.8) (2.3)
Costs (credited)/charged to the consolidated Statement of Profit or Loss:
Subsequent adjustments on acquisitions (5.8) (1.7)
Exchange difference 0.1 (0.1)
At 31 March 3.0 9.3
Subsequent adjustments on acquisitions of £5.8m credit (2025: £1.7m credit) and exchange differences of £0.1m loss (2025:
£0.1m credit) are included within operating costs.
For the year ended 31 March 2026, contingent consideration is not materially sensitive to forecast operating profits of the
relevant acquired businesses. At 31 March 2026, the estimated fair value of contingent consideration payable on acquisitions
would increase by £nil (2025: £5.0m) if projected forecast profits were higher by c.20% and decrease by £nil (2025: £5.7m) if
projected forecast profits were lower by c.20%.
28. Trade and other payables
Current
2026
£m
2025
£m
Trade payables 49.4 42.3
Other payables 29.0 26.7
Accrued expenses and contract liabilities 13.5 12.1
91.9 81.1
Trade payables are non-interest-bearing and are settled in accordance with credit terms. Other payables and accrued
expenses are non-interest-bearing and are settled throughout the year. Included in current year other payables is
contingent consideration of £2.6m relating to acquisitions in the current and prior years (2025: £3.1m), employee-related
payable of £15.3m (2025: £13.5m), VAT payable of £4.3m (2025: £4.2m), a total of £3.4m of customers’ deposits (2025: £3.5m)
and £3.4m of other payables (2025: £2.4m).
Contract liabilities relate to contracts with customers, recognised and measured in accordance with the requirements
of IFRS 15, and relate to either advance payments received for goods to be delivered in the future or amounts invoiced in
respect of performance obligations which are not yet satisfied in full and due to be satisfied within a period of 12 months
from the reporting date.
Contract liabilities as at 31 March 2026 amounted to £1.7m (2025: £1.7m). Revenue recognised in the reporting period that
was included in the contract liability balance at the beginning of the period amounted to £1.3m (2025: £1.3m).
Certain businesses in the Group participate in supply chain finance arrangements whereby suppliers may elect to receive
early payment of their invoices from a bank by factoring their receivable from discoverIE entities. Under this arrangement,
the payment term of invoices can be extended by 30–45 days from the original invoice due date, which impacts the timing
of payment but does not alter the value of the recognised liability. Included within trade payables is £2.0m (2025: £2.1m)
subject to such an arrangement.
27. Financial assets and liabilities continued
discoverIE Group plc Innovative Electronics192
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
28. Trade and other payables continued
Non-current
2026
£m
2025
£m
Other payables 0.5 6.2
Included in non-current trade and other payables is contingent consideration of £0.4m relating to acquisitions in the current
and prior years (2025: £6.2m).
29. Share capital and Share Premium
Allotted, called-up and fully paid
2026
Number
2026
£m
2025
Number
2025
£m
Ordinary shares of 5p each 97,356,109 4.9 96,356,109 4.8
During the year to 31 March 2026, 1,000,000 shares of 5p each were issued to the Group’s Employee Benefit Trust (2025: nil).
At 31 March 2026 the Trust held 1,229,297 shares (2025: 299,219). During the year to 31 March 2026, employees exercised 69,922
share options under the terms of the various share option schemes (2025: 115,381).
During the year to 31 March 2026, a number of share options were exercised by employees under the CSOP scheme (note 30).
£0.1m related to the exercise price paid by the employees to the Company was posted to the Share Premium account.
30. Share-based payment plans
The Group operates various share-based payment plans. The various schemes are explained below and have been separated
into two separate disclosures. The charge to the consolidated Statement of Profit or Loss in respect of each of these
schemes is:
2026
£m
2025
£m
a) discoverIE Group plc long-term incentive plan (“the LTIP”) 1.4 2.0
b) Deferred Share Bonus Plan (“DSBP”) – –
c) Approved and unapproved executive share option schemes (“CSOP”) – –
1.4 2.0
a) The LTIP
The LTIP involves a conditional award of shares on a grant of a nil-cost option. The award of shares to Executive Directors
and senior management is recommended by the Remuneration Committee on the basis of various factors such as their
contribution to the Group’s success. The LTIPs are equity-settled and there are no cash-settled alternatives. The vesting of
an award is dependent on the individual’s continued employment for a three-year period from the date of grant and the
satisfaction by the Company of certain performance conditions. For Executive Directors and certain senior management,
the exercise of the awards is also subject to a two-year holding period from the date of vesting.
For awards made in the year ended 31 March 2026, the performance conditions are as follows:
LTIPs for Executive Directors and certain senior management:
■ 50% of the award is based on the Company’s comparative total shareholder return (“TSR”) against a comparator group
made up of the constituents of the FTSE250 Index; and
■ 50% of the award is based on the Company’s absolute earnings per share (“EPS”) performance.
LTIPs for certain operational management:
■ 75% of the award is based on local earnings targets; and
■ 25% of the award is based on the Company’s EPS performance.
LTIPs for certain other employees:
■ 100% of the award has no performance conditions.
Additional Information
193 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
b) DSBP
In accordance with the Remuneration Policy, 20% of the bonus awarded to Executive Directors for FY2025/26 was deferred
and provided in the form of LTIPs with no performance conditions.
Awards are valued using the Monte Carlo model and Black-Scholes model. No non-market performance conditions were
included in the fair value calculations. The fair value per award granted and the assumptions used in the calculation are as
follows:
Awards granted in the year ended 31 March 2026:
Grant date
11 June
2025
TSR
11 June
2025
EPS
11 June
2025
EPS/Local
11 June
2025
No
performance
conditions
Share price at grant date £6.71 £6.71 £6.71 £6.71
Exercise price nil nil nil nil
Number of employees 13 13 32 12
Shares under option 272,869 272,869 197,965 43,611
Vesting period (years) 3 3 3 3
Expected volatility 36.95% 36.95% 36.95% 36.95%
Option life (years) 10 10 10 10
Expected life (years) 5 5 5 5
Risk-free rate of return 3.92% 3.92% 3.92% 3.92%
Expected dividend yield nil nil nil nil
Fair value
1
£4.45 £6.71 £6.71 £6.71
1
The TSR and EPS FV for the two Executive Directors where the holding period is applicable are £4.11 and £6.19, respectively.
Awards granted in the year ended 31 March 2025:
Grant date
12 June
2024
TSR
12 June
2024
EPS
12 June
2024
ESG
12 June
2024
EPS/Local
Share price at grant date £7.17 £7.17 £7.17 £7.17
Exercise price nil nil nil nil
Number of employees 15 15 15 36
Shares under option 235,229 235,229 52,273 178,744
Vesting period (years) 3 3 3 3
Expected volatility 39.36% 39.36% 39.36% 39.36%
Option life (years) 10 10 10 10
Expected life (years) 5 5 5 5
Risk-free rate of return 4.37% 4.37% 4.37% 4.37%
Expected dividend yield nil nil nil nil
Fair value £3.81 £6.56 £6.56 £6.72
The expected volatility is based on historical volatility over the period of time commensurate with the expected term
immediately prior to the date of grant. The expected life is the average expected period to exercise. The risk-free rate of
return used in the valuation is the rate of interest obtainable from government securities over a period commensurate with
the expected term of the equity incentive.
The total charge for the year relating to the LTIP and DSBP schemes was £1.4m (2025: £2.0m).
30. Share-based payment plans continued
discoverIE Group plc Innovative Electronics194
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
30. Share-based payment plans continued
Outstanding LTIP and DSBP
A summary of the awards that have been granted under the LTIP and DSBP and remain outstanding is given below:
At 31 March 2026
Outstanding at
1 April 2025
Granted
during the
year
Forfeited
during the
year
Exercised
during the
year
Outstanding
at
31 March
2026
Exercise
dates
452,990 – – (13,710) 439,280 2023–2027
312,508 – – – 312,508 2023–2028
510,654 – – (8,175) 502,479 2024–2029
503,030 – – (37,387) 465,643 2025–2030
286,124 – – (741) 285,383 2026–2031
560,455 – (368,299) (719) 191,437 2027–2032
477,633 – (19,081) – 458,552 2028–2033
701,475 – (36,548) – 664,927 2029–2034
– 787,314 (37,977) – 749,337 2030–2035
3,804,869 787,314 (461,905) (60,732) 4,069,546
At 31 March 2025
Outstanding at
1 April 2024
Granted
during the
year
Forfeited
during the
year
Exercised
during the
year
Outstanding
at
31 March
2025
Exercise
dates
5,500 – – (5,500) – 2022–2026
452,990 – – – 452,990 2023–2027
312,508 – – – 312,508 2023–2028
614,531 – – (103,877) 510,654 2024–2029
506,328 – (2,619) (679) 503,030 2025–2030
358,925 – (72,456) (345) 286,124 2026–2031
574,015 – (13,560) – 560,455 2027–2032
488,500 (10,867) – 477,633 2028–2033
– 701,475 – – 701,475 2029–2034
3,313,297 701,475 (99,502) (110,401) 3,804,869
The weighted average remaining contractual life for the share options outstanding at 31 March 2026 is 5.5 years (2025: 5.9 years)
and the weighted average share price for the exercises during the year ended 31 March 2026 was £6.53 (2025: £6.85).
The range of exercise prices for options outstanding at the end of the year was £nil (2025: £nil).
c) CSOP
The Group operates an approved and an unapproved executive share option scheme, the rules of which are similar in all
material respects. The grant of options to senior management is recommended by the Remuneration Committee on the
basis of their contribution to the Group’s success. The options vest after three years. The exercise price of the options is equal
to the closing mid-market price of the shares on the trading day prior to the date of the grant. Exercise of all options is subject
to continued employment. The life of each option granted is ten years. There are no cash settlement alternatives. Options are
valued using the Black-Scholes model. No non-market performance conditions were included in the fair value calculations.
No options under the approved and unapproved executive share option scheme were granted during the year ended
31 March 2026.
The expected volatility is based on historical volatility over the period of time commensurate with the expected term
immediately prior to the date of grant. The expected life is the average expected period to exercise. The risk-free rate of
return used in the valuation is the rate of interest obtainable from government securities over a period commensurate with
the expected term of the equity incentive.
The total charge for the year relating to the approved and unapproved share option schemes was £30,000 (2025: £35,000).
Additional Information
195 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
Outstanding share options under the executive share option schemes
A summary of the options over ordinary shares that have been granted under the approved and unapproved executive
share option schemes and remain outstanding is given below:
At 31 March 2026
Outstanding at
1 April 2025
Granted
during the
year
Forfeited
during the
year
Exercised
during the
year
Outstanding
at
31 March
2026
Exercise
price
(pence)
Exercise
dates
6,144 – – (6,144) – 421.17 2022–2029
6,582 – – – 6,582 603.60 2023–2030
5,183 – – – 5,183 803.00 2024–2031
8,381 – – – 8,381 686.80 2025–2032
12,204 – – – 12,204 918.00 2026–2033
20,555 – (967) – 19,588 724.00 2027–2034
59,049 – (967) (6,144) 51,938
At 31 March 2025
Outstanding at
1 April 2024
Granted
during the
year
Forfeited
during the
year
Exercised
during the
year
Outstanding
at
31 March
2025
Exercise
price
(pence)
Exercise
dates
6,144 – – – 6,144 421.17 2022–2029
11,374 – (4,792) – 6,582 603.60 2023–2030
11,731 – (6,548) – 5,183 803.00 2024–2031
13,855 – (5,474) – 8,381 686.80 2025–2032
17,882 – (5,678) – 12,204 918.00 2026–2033
– 28,285 (7,730) – 20,555 724.00 2027–2034
60,986 28,285 (30,222) – 59,049
Changes in share options
A reconciliation of option movements over the year to 31 March 2026 is shown below:
2026 2025
Number
Weighted
average
exercise
price Number
Weighted
average
exercise
price
Outstanding at 1 April 59,049 £7.21 60,986 £7.35
Granted – – 28,285 £7.24
Exercised (6,144) £4.21 – –
Forfeited (967) £7.24 (30,222) £7.52
Outstanding at 31 March 51,938 £7.56 59,049 £7.21
Exercisable at 31 March 20,146 £6.90 29,249 £5.99
The weighted average remaining contractual life for the share options outstanding at 31 March 2026 is 6.9 years (2025: 7.5 years).
The range of exercise prices for options outstanding at the end of the year was £6.03 to £9.18 (2025: £4.21 to £9.18).
30. Share-based payment plans continued
discoverIE Group plc Innovative Electronics196
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
31. Pension
Defined contribution schemes
The Group makes payments to various defined contribution pension schemes, the assets of which are held in separately
administered funds. In the United Kingdom, the main scheme is the discoverIE Group plc Employee Pension Scheme
(“the discoverIE scheme”). Contributions by both employees and Group companies are held in externally invested trustee-
administered funds.
The Group contributes a specified percentage of earnings for members of the discoverIE scheme and, thereafter, has
no further obligations in relation to the discoverIE scheme. At 31 March 2026, 94 employees were active members of the
discoverIE scheme (2025: 99). The total cost charged to the consolidated Statement of Profit or Loss in relation to the UK-
based discoverIE scheme was £487,000 (2025: £491,000). Employer contributions in respect of other UK-based schemes
and overseas pension schemes were £849,000 (2025: £906,000) and £2,383,000 (2025: £2,673,000) respectively. Total
contributions payable in the next financial year are expected to be at rates broadly similar to those in FY 2025/26 but based
on actual salary levels in FY 2026/27.
Defined benefit schemes
The acquisition of the Sedgemoor Group in June 1999 brought with it certain defined benefit pension schemes, together
“the Sedgemoor Scheme”. The Sedgemoor Scheme is funded by the Group, provides retirement benefits based on final
pensionable salary and its assets are held in a separate trustee-administered fund.
Following the acquisition of the Sedgemoor Group, the Sedgemoor Scheme was closed to new members. Shortly thereafter,
employees were given the opportunity to join the discoverIE scheme and future service benefits ceased to accrue to
members under the Sedgemoor Scheme.
Contributions to the Sedgemoor Scheme are determined in accordance with the advice of independent, professionally
qualified actuaries and are set based upon funding valuations carried out every three years.
On 21 January 2025, the Trustee entered into a bulk annuity “buy-in” policy with an insurance company. This policy covers all
known current members of the Scheme and its fair value matches the present value of the benefits insured. The Group paid
cash contributions to the Scheme of £0.9m over the year to March 2026, of which £0.3m was paid from the escrow account.
This is to support the expenses of running the Scheme and payments required to members related to the data cleanse.
As part of the buy-in process, the Trustee is carrying out a data cleanse. At the end of the process, a true-up premium or
refund to the Company will be calculated by the insurer to cover any changes in data and benefits relative to those currently
insured.
Other than the Trustee bank account, the buy-in policy is the only asset now held by the Trustee as part of the Scheme’s
investment strategy. Under the terms of the policy, the Trustee will receive income equal to the pension benefits that have
been insured. This largely removes exposure to the Group from pension scheme investment, inflation and longevity risks.
Residual differences between the benefits currently insured under the buy-in policy and those paid out by the Fund are
allowed for within the IAS19 figures.
For the year ended 31 March 2026, a total of £0.4m (2025: £0.8m) was paid into the escrow account and £0.6m was paid
directly into the Scheme (2025: £1.5m). The estimated amount of employer contribution expected to be paid to the
Sedgemoor Scheme over the year to 31 March 2027 is £0.8m, of which £0.4m is to be paid into escrow.
The main actuarial assumptions used are set out as follows:
2026 2025
Rate of increase of pensions in payment 2.5% 2.4%
Discount rate 5.9% 5.6%
Inflation assumption – RPI 3.6% 3.3%
Inflation assumption – CPI
1
2.5% 2.2%
1
3.5% from 2030.
The discount rate is based on the yields on AA-grade Sterling corporate bonds at the reporting date.
Pensioner mortality assumptions are based on 110% of the rates in the “S4NA” table, projected from 2013 and with long-term
improvement rates in line with CMI 2023 projections based on each member’s actual date of birth with a long-term annual
rate of improvement of 1.25% p.a. These projections are the “core” projections released by the CMI, other than allowing for a
20% weighting of 2022 and 2023 mortality data reflecting our best estimate of the impact on long-term mortality trends.
The weighted average duration of the defined benefit obligation at 31 March 2026 was 9 years (2025: 9 years).
Additional Information
197 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
The Directors consider that were a pension asset to be realised in respect of this Scheme after all member benefits have been
paid and after the Scheme is wound up, this would be fully recoverable by the Group in line with the rules of the Scheme.
The charges recognised in the consolidated Statement of Profit or Loss in respect of defined benefit schemes are as follows:
2026
£m
2025
£m
Pension charge (recognised in operating costs) 0.9 0.7
Past service cost
The charges recognised in the consolidated Statement of Comprehensive Income are as follows:
Remeasurement (losses)/gains:
2026
£m
2025
£m
Return on plan assets (excluding amounts included in net interest expense) (0.2) (7.6)
Actuarial changes arising from changes in actuarial assumptions 0.5 2.9
Actuarial gain/(loss) recorded in the consolidated Statement of Comprehensive Income 0.3 (4.7)
There was £0.1m (2025: £nil) additional actuarial gain relating to the unfunded retirement and leaving indemnity schemes
(note 25) recorded in the consolidated Statement of Comprehensive Income.
The fair value of assets and expected rates of return used to determine the amounts recognised in the consolidated
Statement of Financial Position are as follows:
2026
£m
2025
£m
Cash 0.1 0.2
Accruals for payment (0.3) –
Bulk annuity policy 22.0 23.3
Fair value of scheme assets 21.8 23.5
Present value of funded defined benefit obligations (22.0) (24.0)
Liability recognised in the consolidated Statement of Financial Position (0.2) (0.5)
Over the year to 31 March 2026, the deficit reduced from £0.5m to £0.2m. The movement related to pension administration
costs of £1.1m (2025: £0.7m), offset by past service credit of £0.2m, actuarial gain of £0.3m (2025: £4.7m loss) recognised in the
consolidated Statement of Comprehensive Income and employer contributions to the Scheme of £0.9m (2025: £4.5m).
Changes in the present value of the defined benefit obligation are as follows:
2026
£m
2025
£m
Opening defined benefit obligations 24.0 27.8
Net interest cost 1.3 1.3
Actuarial gains due to:
Experience on benefit obligation (0.2) (0.7)
Changes in financial assumptions (0.3) (1.9)
Changes in demographic assumptions – (0.4)
Benefit payments (2.6) (2.1)
Past service credit (0.2) –
Closing defined benefit obligations 22.0 24.0
Changes in the fair value of the scheme assets are as follows:
31. Pension continued
discoverIE Group plc Innovative Electronics198
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
31. Pension continued
2026
£m
2025
£m
Opening fair value of scheme assets 23.5 28.1
Interest on scheme assets 1.3 1.3
Actual return on plan assets less interest on plan assets (0.2) (7.6)
Pension administration costs (1.1) (0.7)
Contributions 0.9 4.5
Benefit payments (2.6) (2.1)
Closing fair value of scheme assets 21.8 23.5
Sensitivities
The sensitivity of the 2026 pension liabilities to changes in assumptions are as follows:
Assumption
Change in
assumption
Increase in
scheme
deficit
£m
Discount rate Decrease by 0.5% 1.0
Inflation Increase by 0.5% 0.3
Life expectancy Increase by 1 year 1.0
Following the buy-in, any such changes above would result in a corresponding change in the asset and no net impact on
the balance sheet position.
32. Auditors’ remuneration
During the year the Group paid fees for the following services from the auditors:
2026
£m
2025
£m
Auditors’ remuneration:
Audit of the Group Financial Statements (including the Company) 0.7 0.7
Audit of local subsidiary Financial Statements 0.9 0.8
Total audit fees 1.6 1.5
Audit-related assurance services:
Review of the half-year interim statement – 0.1
Total audit and non-audit fees 1.6 1.6
The fee for non-audit services was £6,500 (2025: £83,500), of which £nil (2025: £80,000) relates to interim review and £6,500
(2025: £3,500) relates to reporting required by regulators in overseas countries.
Additional Information
199 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
33. Related party disclosures
As at 31 March 2026 the Group’s subsidiaries are set out below. Unless otherwise stated, the Group holds (directly or
indirectly) 100% of the total voting rights of all subsidiaries.
Except where noted, all material subsidiaries have a 31 March year-end and the shares carry the same voting rights as their
effective interest.
UK-registered subsidiaries that qualify to take the statutory audit exemption as set out within Section 479A of the
Companies Act 2006 for the year ended 31 March 2026 are listed below. discoverIE Group plc will guarantee the debts and
liabilities of those companies at the balance sheet date in accordance with Section 479C of the Companies Act 2006.
Audit exempt entities within Section 479A of Companies Act 2006
Name
Company
Number
2J Antennas UK Limited 08356756
Antenova Limited 03835617
CDT 123 Limited 09637514
Contour Electronics Limited 02773976
Contour Holdings Limited 06846542
Cursor Controls Holdings Limited 09472278
Cursor Controls Limited 04105605
CustomDesignTechnologies Limited 02081576
discoverIE Electronics Limited 06556285
discoverIE Holdings Limited 01618416
discoverIE Management Services Limited 02036196
discoverIE Nordic Holdings Limited 09056483
Herga Technology Limited 00533707
Hivolt Capacitors Limited NI029851
Keymat Technology Limited 01981733
Noratel UK Limited 04136659
Santon Switchgear Limited 03207845
Sens-Tech Limited 00668759
Silver Telecom Limited 03434576
SLV Holdings Limited 09943868
Stortech Electronics Limited 02217300
Variohm Holdings Limited 05783452
Variohm-Eurosensor Limited 02736925
Vertec Scientific Limited 01677833
Xi-Tech Limited 07068708
With the exception of Hivolt Capacitors Limited, the country of incorporation and registration for the entities above is
England and Wales and the registered address is 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford, Surrey,
GU2 7AH. The country of incorporation and registration for Hivolt Capacitors Limited is Northern Ireland, and the registered
address is Maydown Industrial Estate, Derry, BT47 6UQ.
discoverIE Group plc Innovative Electronics200
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
Name and nature of business Registered address
Country of
incorporation and
registration
Management Services - Head Office
discoverIE Management Services
Limited
2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Operating Companies
2J Antennas s.r.o Štefánikova 61, 085 01 Bardejov Slovakia
2J Antennas UK Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
2J Antennas USA Corporation 2020 W Guadalupe Rd, Suite 8, Gilbert, Arizona, 85233 USA
Antenova Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
burster Inc. 850 New Burton Road, Suite 201, Dover, DE 19904 USA
burster präzisionsmesstechnik GmbH
& Co KG
Talstraße 1–5, 76593 Gernsbach Germany
Calculagraph Company (trading as
Control Products Inc)
850 New Burton Road, Suite 201, Dover, DE 19904 USA
Coil-Tran de Mexico, S.A. de C. V.
1 2
Calle Matamoros 124, Colonia Centro, Municipio Agualeguas,
Nuevo Leon, CP 65800
Mexico
Contour Electronics Asia Limited Room 601, 6/F Shing Yip Industrial Building, 19-21 Shing Yip Street,
Kwun Tong, Kowloon
Hong Kong
Contour Electronics Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Cursor Controls Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
CustomDesignTechnologies Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Danselbud Noratel Transformator
sp. z o.o.
ul. Szczecinska 1K, Dobra Szczecinska PL-72-003 Poland
Diamond Technologies, Inc. 43 Broad Street, Unit C103, Hudson, MA 01749 USA
EMC Innovation Limited
1
Woolim Lions Valley B-909 & 910, 283 Bupyeong-daero, Bupyeong-gu,
Incheon
South Korea
Flux A/S Industrivangen 5, 4550 Asnaes Denmark
Flux International Limited 41/27, 23 Village No. 6, Phuncharoen Lane, Bangna-Trad K.M. 16.5
Road, Bang Chalong Sub-district, Bang Phli District, Samut Prakan
Province, 10540
Thailand
Foshan Noratel Electric Co Limited
1
Building A10-1, Plainvim (Foshan Nanhai) International Intelligent
Industrial Park, No.12-1, Huasha Road, Shishan Town, Nanhai District,
Foshan City, Guangdong Province
China
Foss Fiber Optics AS Dansrudveien 45, N-3036 Drammen Norway
Foss Fibre Optics s.r.o Odborárska 52, 831 02 Bratislava Slovakia
Hectronic AB Åkaregatan 2, 754 54 Uppsala Sweden
Hivolt Capacitors Limited Maydown Industrial Estate, Derry, BT47 6UQ Northern Ireland
Keymat Technology Limited (trading
as Storm Interface)
2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Limitor GmbH Dieselstraße 22, 73660 Urbach Germany
Limitor Hungaria Kft Pécs, Makay István út 13/b, 7634 Hungary
Limitor Solutions GmbH Dieselstraße 22, 73660 Urbach Germany
Logic PD, Inc. (trading as Beacon
EmbeddedWorks)
850 New Burton Road, Suite 201, Dover, DE 19904 USA
33. Related party disclosures continued
Additional Information
201 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
Operating Companies
Magnasphere Corporation 850 New Burton Road, Suite 201, Dover, DE 19904 USA
MTC Micro Tech Components GmbH Josef-Krätz-Straße 13, 89407 Dillingen a.d. Donau Germany
Myrra Deutschland GmbH Marie–Curie–Str. 4/1, D – 71083 Herrenberg Germany
Myrra Hong Kong Limited 42/F Central Plaza, 18 Harbour Road, Wanchai Hong Kong
Myrra Power sp. z o.o. ul. Warszawska 1, 05-310 Kaluszyn Poland
Myrra SAS 2 Boulevard de La Haye, 77600 Bussy-Saint-Georges France
Noratel AS Elektroveien 7, 3300 Hokksund Norway
Noratel Canada Inc 267 Matheson Boulevard East, Unit 2, Mississauga, ON L4Z 1X8 Canada
Noratel Denmark A/S Metalvej 7F, 4000 Roskilde Denmark
Noratel Finland Oy Kiertokatu 5, PB 11, 24280, Salo Finland
Noratel Germany AG Elsenthal 53, DE-94481, Grafenau Germany
Noratel India Power Components Pvt
Limited
Nila Technopark, Trivandrum, Kerala, 695581 India
Noratel International (Private) Limited P.O Box 15, Phase II, KEPZ, Katunayake Sri Lanka
Noratel sp. z o.o. ul. Szczecinska 1K, Dobra Szczecinska, PL-72-003 Poland
Noratel Sweden AB Lars Lindahlsväg 2, Box 108, Laxå 69522 Sweden
Noratel UK Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Noratel US, LLC 850 New Burton Road, Suite 201, Dover, DE 19904 USA
NSI bvba Kapittelstraat 18, 3740 Bilzen Belgium
Phoenix America LLC 850 New Burton Road, Suite 201, Dover, DE 19904 USA
Santon GmbH Oberstrasse 1, Altes Rathaus Hinsbeck, Postfach 5217, 41334 Nettetal Germany
Santon Holland B.V. Willem Beukelszstraat 1, 3261 LV Oud-Beijerland Netherlands
Sens-Tech Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Shape LLC 850 New Burton Road, Suite 201, Dover DE 19904 USA
Silver Telecom Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Stortech Electronics Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Variohm-Eurosensor Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Vertec Scientific Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Zhongshan Myrra Electronic Co
Limited
1
39-2 Industrial Road, Xiaolan Industrial Park, Xiaolan Town, 528400,
Zhongshan, Guangdong Province
China
1
Coil-Tran de Mexico SA de C.V., EMC Innovation Co. Limited, Foshan Noratel Electric Co Limited, and Zhongshan Myrra Electronic Co Limited have 31 December
year-ends.
2
15% of Coil-Tran de Mexico SA de C.V. is owned by local management.
33. Related party disclosures continued
discoverIE Group plc Innovative Electronics202
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
33. Related party disclosures continued
Holding Companies
Aramys SAS 2 Boulevard de la Haye, Parc Gustave Eiffel, 77600 Bussy-
Saint-Georges
France
CDT 123 Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Cursor Controls Holdings Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
discoverIE Electronics Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
discoverIE Europe Holding B.V. Willem Beukelszstraat 1, 3261LV Oud-Beijerland Netherlands
discoverIE France Holdings SAS 2 Boulevard de la Haye, Parc Gustave Eiffel, 77600 Bussy-
Saint-Georges
France
discoverIE General Partner GmbH Talstraße 1–5, 76593 Gernsbach Germany
discoverIE German Acquisition
Company GmbH
Talstraße 1–5, 76593 Gernsbach Germany
discoverIE German Holdings GmbH Dieselstraße 22, 73660 Urbach Germany
discoverIE Holdings Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
discoverIE Nordic Holdings Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
discoverIE US Holdings Inc. 850 New Burton Road, Suite 201, Dover, DE 19904 USA
Sedgemoor Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
SLV Holdings Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Trafo Holding AS Elektroveien 7, 3300 Hokksund Norway
Variohm Holdings Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Xi-Tech Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Dormant Companies
Acal Electronics Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
ACTECH Holdings Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Advanced Crystal Technology Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Amega Electronics Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Amega Group Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Bosunmark Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Coil-Mag LLC (dba Imag Electronics) 160 South Illinois Street, Hobart, Indiana 46342-4512 USA
Contour Holdings Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Gothic Crellon Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Herga Technology Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Additional Information
203 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
Dormant Companies
Noratel Power Engineering LLC 3780 Kilroy Airport Way, Suite 200, Long Beach, CA 90822 USA
Radiatron Components Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Radiatron Holdings Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Santon Switchgear Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Sedgemoor Group Pension Trustees
Limited
2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Sedgemoor Group Supplementary
Pension Trustees Limited
2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Sedgemoor Holdings Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Townsend-Coates Limited 2 Chancellor Court, Occam Road, Surrey Research Park, Guildford,
Surrey, GU2 7AH
England & Wales
Related parties
Remuneration of key management personnel
The Group considers key management personnel as defined in IAS 24 Related Party Disclosures to be the members of
the Group Management Committee as set out on page 99. Remuneration is set out below in aggregate. The charge for
share-based payments of £1.2m (2025: £1.8m) relates to the Group’s LTIP as detailed in note 30.
2026
£m
2025
£m
Short-term employee benefits 4.3 4.6
Pension benefits 0.2 0.2
Share-based payments 1.2 1.8
5.7 6.6
Terms and conditions of transactions with related parties
All transactions with related parties were on an arm’s length basis. Outstanding balances at year-end are unsecured and
settlement occurs in cash.
Transactions with other related parties
There were no transactions with Directors (other than the payment of salaries and fees and the provision of employee
benefits as outlined in the Remuneration Report) during the year.
33. Related party disclosures continued
discoverIE Group plc Innovative Electronics204
NOTES TO THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
34. Exchange rates
The Statement of Profit or Loss of overseas subsidiaries are translated into Sterling at average rates of exchange for the year
and the Statements of Financial Position are translated at year-end rates. The main currencies are the US Dollar, the Euro
and the Norwegian Krone. Details of the exchange rates used are as follows:
Year to 31 March 2026 Year to 31 March 2025
Closing
rate
Average
rate
Closing
rate
Average
rate
US Dollar 1.3242 1.3400 1.2947 1.2754
Euro 1.1516 1.1562 1.1971 1.1883
Norwegian Krone 12.9127 13.4760 13.6624 13.8861
35. Events after the reporting date
There were no matters arising, between the balance sheet date and the date on which these Financial Statements were
approved by the Board of Directors, requiring adjustment in accordance with IAS 10 Events after the Reporting Period. The
following important non-adjusting events should be noted:
Dividends
A final dividend of 8.95p per share (2025: 8.60p), amounting to a dividend of £8.6m (2025: £8.3m) and bringing the total
dividend for the year to 13.0p (2025: 12.50p), was declared by the Board on 2 June 2026. The Group Financial Statements do
not reflect this dividend.
Acquisition of Trival Antene d.o.o (“Trival”)
On 1 April 2026, following receipt of regulatory approvals, the Group completed the acquisition of Trival Antene d.o.o (“Trival”),
a Slovenian-based designer and manufacturer of communication antennae and masts for defence applications, for an initial
cash consideration of €45.5m (£39.9m) on a debt free, cash free basis, before expenses. In addition, deferred consideration of
up to €1.65m (£1.45m) will be payable subject to certain conditions twelve months from completion and an earn-out of up
to €5.5m (£4.8m) will be payable subject to Trival achieving certain growth and performance conditions in the period up to
31 March 2028.
Due to the timing of acquisition completion, and its proximity to the results announcement, the assessment of the fair value
of identifiable assets and liabilities is not yet finalised and is not disclosed.
Acquisition of 3Gmetalworx (“3G”)
On 19 May 2026, the Group announced the acquisition, subject to regulatory approval, of 90% of 3Gmetalworx (“3G”), a
North American designer and manufacturer of electromagnetic shielding and thermal management products, for a cash
consideration of $67.5m (£49.6m) on a debt free, cash free basis. Ongoing management will continue to hold 10% of 3G.
These management shares will be subject to a put / call option exercisable between the third and fifth anniversary of the
date of completion. Once exercised, the Group will own 100% of the business.
Additional Information
205 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
Notes
2026
£m
2025
£m
Non-current assets
Investments 5 192.7 191.3
Deferred tax assets 6 1.0 0.8
Debtors 6 90.5 88.7
284.2 280.8
Current assets
Debtors 6 3.2 4.1
Cash at bank and in hand 48.9 55.8
52.1 59.9
Total assets 336.3 340.7
Current liabilities
Creditors: amounts falling due within one year 7 (44.2) (48.5)
(44.2) (48.5)
Total liabilities (44.2) (48.5)
Net assets 292.1 292.2
Capital and reserves
Called-up share capital 8 4.9 4.8
Share premium account 192.1 192.0
Merger reserve 2.9 2.9
Profit and loss account 92.2 92.5
Total Shareholders’ funds 292.1 292.2
The profit of the Company for the financial year ended 31 March 2026 was £10.6m (2025: £15.4m).
These Financial Statements on pages 206 to 209 were approved by the Board of Directors on 2 June 2026 and signed on its
behalf by:
Nick Jefferies Simon Gibbins
Group Chief Executive Group Finance Director
discoverIE Group plc Innovative Electronics206
COMPANY STATEMENT
OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 MARCH 2026
Share
capital
£m
Share
premium
£m
Merger
reserve
£m
Profit and
loss
account
£m
Total
£m
At 1 April 2024 4.8 192.0 2.9 86.8 286.5
Profit for the year – – – 15.4 15.4
Share-based payments – – – 2.0 2.0
Dividends – – – (11.7) (11.7)
At 31 March 2025 4.8 192.0 2.9 92.5 292.2
Profit for the year – – – 10.6 10.6
Shares issued 0.1 0.1 – – 0.2
Share-based payments including tax – – – 1.3 1.3
Dividends
1
– – – (12.2) (12.2)
At 31 March 2026 4.9 192.1 2.9 92.2 292.1
1
Refer to note 12 of the consolidated Financial Statements.
At 31 March 2026, an amount of £65.3m (2025: £66.9m) out of the total £92.2m (2025: £92.5m) in the profit and loss account is
available for distribution, subject to filing these Financial Statements with Companies House. When making a distribution to
Shareholders, the Directors determine profits available for distribution by reference to guidance on realised and distributable
profits under the Companies Act 2006 issued by the Institute of Chartered Accountants in England and Wales and the
Institute of Chartered Accountants of Scotland in April 2017. The profits of the Company have been received in the form
of dividends from subsidiary companies which have been paid to the Company in cash. The availability of distributable
reserves in the Company is dependent on dividends received from subsidiary companies meeting the definition of
qualifying consideration within the guidance referred to above, and on the available cash resources of the Group and other
accessible sources of funds. The level of distributable reserves is subject to any future restrictions or limitations at the time
such distribution is made.
Additional Information
207 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
COMPANY STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
1. Basis of preparation
The separate Financial Statements of the Company have been prepared for all periods presented, in accordance with
Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”) and in accordance with the Companies
Act 2006. These Financial Statements are prepared on the going concern basis and under the historical cost convention
modified for fair values, as described in note 2 to the consolidated Financial Statements.
2. Summary of material accounting policies
The summary of material accounting policies for the Company is described in note 2 to the consolidated Financial
Statements.
There are no judgements, assumptions and estimation uncertainties as at 31 March 2026 that could result in a material
adjustment to the carrying amount of the Company’s assets and liabilities in the next financial year.
3. Profit of the Company
The profit of the Company for the financial year was £10.6m (2025: £15.4m). Dividend income received from subsidiary
undertakings amounted to £18.6m (2025: £24.9m). By virtue of section 408(3) of the Companies Act 2006, the Company is
exempt from presenting a separate Statement of Profit or Loss.
4. Employees
The Directors also provide services to other Group undertakings and received remuneration from a subsidiary Group
undertaking, discoverlE Management Services Limited, in respect of services to the Group. Directors’ emoluments are
disclosed in note 8 to the consolidated Financial Statements.
5. Investments
Subsidiary
undertakings
£m
At 1 April 2024 189.3
Share-based payments 2.0
At 31 March 2025 191.3
Share-based payments 1.4
At 31 March 2026 192.7
Details of all direct and indirect holdings in subsidiaries are provided in note 33 of the consolidated Financial Statements.
Equity investments in subsidiary undertakings are reviewed annually for indicators of impairment of the carrying value,
measured at cost less accumulated impairment losses. Where the net assets of a subsidiary fall below the carrying amount
of the investment, an impairment test is performed. The impairment test compares the carrying amount to the estimated
recoverable amount, calculated based on value in use of the forecast business cash flows, discounted at the Company’s
pre-tax discount rate.
6. Debtors
2026
£m
2025
£m
Amounts falling due within one year:
Corporation tax 1.3 2.0
Other debtors 1.8 2.0
Prepayments 0.1 0.1
3.2 4.1
Amounts falling due over one year:
Other debtors 1.8 –
Amounts owed by subsidiary undertakings 88.7 88.7
90.5 88.7
Amounts owed by subsidiary undertakings bore interest at a Sterling base rate plus a margin of 1.75% (2025: 1.75%). All
amounts are repayable on demand. There are no material expected credit losses recognised for these receivables.
discoverIE Group plc Innovative Electronics208
NOTES TO THE COMPANY
FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 MARCH 2026
At 31 March 2026, the Company has recognised a deferred tax asset of £1.0m (2025: £0.8m) in respect of losses. Deferred tax
assets are recognised to the extent that there are sufficient forecast future taxable profits against which the Company’s
losses can be offset. At 31 March 2026, the Company had not recognised a deferred tax asset in respect of tax losses of £2.1m
(2025: £2.1m).
7. Creditors: amounts falling due within one year
2026
£m
2025
£m
Bank loans and overdrafts 20.6 6.3
Amounts owed to subsidiary undertakings 20.7 40.2
Other payables 0.7 0.7
Accruals 2.2 1.3
44.2 48.5
Amounts owed to subsidiary undertakings bore interest at a nil rate (2025: nil rate) and are repayable on demand.
8. Called-up share capital
Allotted, called-up and fully paid
2026
Number
2026
£m
2025
Number
2025
£m
Ordinary shares of 5p each 97,356,109 4.9 96,356,109 4.8
During the year to 31 March 2026, 1,000,000 shares were issued to the Group’s Employee Benefit Trust (2025: nil).
At 31 March 2026, there were outstanding options for employees of subsidiaries to purchase up to 4,121,484 (2025: 3,863,918)
ordinary shares of 5p each between 2022 and 2035 at prices ranging from £nil per share to £9.18 per share. These are subject
to certain performance conditions as disclosed in note 30 of the consolidated Financial Statements. During the year to
31 March 2026, employees exercised 69,922 share options under the terms of the various schemes (2025: 115,381). The shares
exercised during the year ended 31 March 2026 were settled by the Trust.
9. Related parties
The Company is exempt under the terms of FRS 101 from disclosing related-party transactions with wholly owned entities
that are part of the Group as these transactions are fully eliminated on consolidation.
10. Financial guarantees
The Company has issued corporate guarantees to banks for bank borrowings of its subsidiaries. These guarantees are
financial guarantees as they require the Company to reimburse the banks if the subsidiaries fail to make principal or interest
payments when due in accordance with the terms of their borrowings. Borrowings by subsidiary undertakings totalling
£111.9 (2025: £139.3m) which are included in the Group’s borrowings (note 22) have been guaranteed by the Company.
11. Share-based payments
For detailed disclosures of share-based payments granted to the employees of subsidiaries, refer to note 30 of the
consolidated Financial Statements.
12. Post balance sheet events
There were no matters arising, between the Statement of Financial Position date and the date on which these Financial
Statements were approved by the Board of Directors, requiring adjustment in accordance with IAS 10 Events after the
Reporting Period. The following important non-adjusting events should be noted:
Dividends
A final dividend of 8.95p per share (2025: 8.60p), amounting to a dividend of £8.6m (2025: £8.3m) and bringing the total
dividend for the year to 13.0p (2025: 12.50p), was declared by the Board on 2 June 2026.
6. Debtors continued
Additional Information
209 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportFinancial Statements Corporate Governance
2026
£m
2025
£m
2024
£m
2023
£m
2022
£m
Consolidated Statement of Profit or Loss
Revenue 443.3 422.9 437.0 448.9 379.2
Adjusted operating profit 61.0 60.5 57.2 51.8 41.4
Adjusted profit before tax 51.9 50.1 48.2 46.3 37.6
Profit before tax 36.1 32.0 22.2 29.1 17.1
Profit for the year 29.0 24.6 15.5 21.3 9.7
Earnings per share
Adjusted earnings per share 40.3p 38.7p 36.8p 35.2p 29.4p
Diluted earnings per share 29.4p 25.0p 15.8p 21.7p 10.1p
Dividend per share 13.0p 12.5p 12.0p 11.45p 10.8p
Consolidated Statement of Financial Position
Net debt (80.5) (94.3) (104.0) (42.7) (30.2)
Non-current assets 395.1 396.9 381.0 335.9 326.5
Net assets 328.6 308.0 301.6 303.6 290.4
discoverIE Group plc Innovative Electronics210
FIVEYEAR RECORD
Group head office
Location Company City
United Kingdom discoverIE Group plc
discoverIE Management Services
Guildford
Guildford
Operating companies
Location Company City
United Kingdom 2J Antennas UK
Antenova
CDT
Contour Electronics
Cursor Controls
Heason Technology
Herga Technology
Hivolt Capacitors
Noratel UK
Positek
Sens-Tech
Silvertel
Storm Interface
Stortech Electronics
Variohm-Eurosensor
Vertec Scientific
Waterlooville
Waterlooville
Brackley
Hook
Newark
Horsham
Bury St. Edmunds
Derry
Nantwich
Cheltenham
Egham
Newport
Langley and Maldon
Hook
Towcester
Reading
Belgium NSI Bilzen
Canada Noratel Canada Toronto
China Mainland Antenova China
Foshan Noratel Electric
Zhongshan Myrra Electronic
Shanghai
Foshan City
Zhongshan
Denmark Flux
Noratel Denmark
Asnaes
Roskilde
Finland Noratel Finland Salo
France Myrra Bussy St Georges
Germany Burster
Limitor
MTC Micro Tech Components
Noratel Germany
Variohm-Eurosensor
Gernsbach
Urbach
Dillingen
Bremen and Grafenau
Heidelberg
Hong Kong Contour Asia
Myrra Hong Kong
Kowloon
Wanchai
Hungary Limitor Hungaria Pécs
India Noratel India Power Components Bangalore and Trivandrum
Mexico Noratel Agualeguas and Nogales
Netherlands Santon Rotterdam
Norway Foss
Noratel Norway
Drammen
Hokksund
Poland Myrra Poland
Noratel Poland
Warsaw
Szczecińska
Slovakia 2J Antennas
Foss Fibre Optics
Bardejov
Bratislava
Slovenia Trival Antene Mengeš
South Korea EMC Innovation Incheon
Sri Lanka Noratel International Katunayake
Sweden Hectronic
Noratel Sweden
Uppsala
Laxå and Vxj
Taiwan Antenova Asia Taipei
Thailand Flux International Samut Prakan
USA 2J Antennas
Beacon EmbeddedWorks
Burster
Control Products (CPI)
Diamond Technologies
Noratel US
Magnasphere
Phoenix America
Shape
Gilbert, AZ
Eden Prairie, MN
Twinsberg, OH
East Hanover, NJ
Hudson, MA
Hobart, IN
Goshen, IN and Waukesha, WI
Fort Wayne, IN
Addison, IL
211 Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information
PRINCIPAL LOCATIONS
Annual General Meeting 24 July 2026
Results
Interim results for the six months to 30 September 2026
Preliminary announcement for the year to 31 March 2027
Annual Report 2027
Early December 2026
Early June 2027
Late June 2027
CORPORATE INFORMATION
Registered office
discoverIE Group plc
2 Chancellor Court, Occam Road,
Surrey Research Park, Guildford,
Surrey, GU2 7AH
Telephone: 01483 544500
Incorporated in England and Wales
with registered number: 02008246
Auditors
Deloitte LLP
Corporate solicitors
White & Case LLP
Principal bankers
AIB Group (UK) plc
Clydesdale Bank plc
Citibank NA Inc
Danske Bank A/S
Crédit Industriel et Commercial
London Branch
HSBC Bank UK plc
KBC Bank NV
Registrar
Equiniti Limited
Highdown House
Yeoman Way
Worthing
West Sussex
BN99 3HH
www.shareview.co.uk
Stockbrokers
Peel Hunt LLP
Investec Bank plc
discoverIE Group plc Innovative Electronics212
FINANCIAL CALENDAR 202627
The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
C Annual Report and Accounts for the year ended 31 March 2026
Strategic ReportCorporate GovernanceFinancial StatementsAdditional Information
discoverIE Group plc
2 Chancellor Court
Occam Road, Surrey Research Park
Guildford, Surrey
GU2 7AH
Telephone +44 (0)1483 544500
www.discoverIEplc.com
Read our Annual Report online
discoverIE Group plc Annual Report and Accounts for the year ended 31 March 2026
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