DIRECTORS REPORT AND ACCOUNTS
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APRIL 2O23
3O APRIL 2O26
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APRIL 2O26
GOODWIN PLC
1 Notice of Annual General Meeting
2 Notes to Notice of Annual General Meeting
GROUP STRATEGIC REPORT
3 Chairman’s Statement
8 Summary of Consolidated Statement of Profit and Loss
9 Objectives, Strategy and Business Model
14 Principal Risks and Uncertainties
16 Corporate Social Responsibility
DIRECTORS’ REPORTS
26 Report of the Directors
29 Corporate Governance Report
33 Audit Committee Report
38 Directors’ Remuneration Policy and Report
44 Statement of Directors’ responsibilities in respect of the
Annual Report and the Financial Statements
AUDITOR’S REPORT
45 Independent Auditor’s Report to the Members of Goodwin PLC
FINANCIAL STATEMENTS
54 Consolidated Statement of Profit and Loss
55 Consolidated Statement of Comprehensive Income
56 Consolidated Balance Sheet
57 Consolidated Statement of Changes in Equity
59 Consolidated Statement of Cash Flows
60 Notes to the Financial Statements
107 Company Balance Sheet
108 Company Statement of Comprehensive Income
109 Company Statement of Changes in Equity
110 Notes to the Company Financial Statements
120 Alternative Performance Measures
121 FIVE YEAR FINANCIAL SUMMARY
INDEX
FINANCIAL HIGHLIGHTS
Accounting policies 60
Alternative performance
measures 120
Borrowings 93
Capital and reserves 96
Capital commitments 105
Capital management 97
Cash and cash equivalents 928
Company statements 107
Deferred tax 81
Discontinued operations 71
Dividend and capital
expenditure policy 84
Earnings per share 84
Estimates and judgements 69
Finance income and costs 83
Financial risk management 98
Guarantees & contingencies 105
Intangible assets 89
Interest rate swap 89
Investments in subsidiaries 87
Inventories 92
Net debt 84
Non-principal subsidiaries
and associates 105
Property, plant and equipment 85
Provisions 95
Related parties 105
Revenue 80
Right-of-use assets 86
Subsequent events 105
Segmental information 76
Staff numbers and costs 82
Taxation 83
Total financial assets
and liabilities 104
Trade and other receivables 92
Trade and other payables 94
1
GOODWIN PLC
www.goodwin.co.uk
Registered in England and Wales, Number 305907
Established 1883
Directors:
T. J. W. Goodwin
(Chairman)
M. S. Goodwin
(Managing Director)
Mechanical
Engineering Division
S. R. Goodwin
(Managing Director)
Refractory
Engineering Division
B. R. E. Goodwin
(Director)
J. E. Kelly
(Non-Executive Director)
N. Brown
(Director)
C. A. McNamara
(Non-Executive Director)
Secretary and registered office:
Mrs. J. L. Martin, L.L.B., A.C.I.S.
Ivy House Foundry, Hanley,
Registrar and share transfer office:
Computershare Investor Services PLC,
The Pavilions, Bridgwater Road,
Bristol, BS99 6ZZ
Auditor:
RSM UK Audit LLP,
Festival Way, Festival Park, Stoke-on-Trent, ST1 5BB
NOTICE IS HEREBY GIVEN that the NINETY-FIRST ANNUAL GENERAL MEETING of the
Company will be held at 10.30am on Wednesday, 7th October, 2026 at Crewe Hall,
Weston Road, Crewe, Cheshire CW1 6UZ for the purpose of considering and, if thought
fit, passing the following resolutions which are proposed as ordinary resolutions.
1. To receive the Directors’ Reports and the audited financial statements for the year
ended 30th April, 2026.
2. To approve the payment of the proposed ordinary dividend on the ordinary shares.
3. To re-elect Mr. A. J. Deeth as a Director.
4. To-re-elect Mr. A. M. Thomas as a Director.
5. To approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration
Policy) for the year ended 30th April, 2026, as stated on pages 40 to 43 of the Directors’
Report.
6. To re-appoint RSM UK Audit LLP as auditor and to authorise the Directors to determine
their remuneration.
By Order of the Board
J. L. Martin
Secretary
Registered Office:
Ivy House Foundry,
Hanley, Stoke-on-Trent
27th August, 2026
A. J. Deeth
(Finance Director)
A. M. Thomas
(Director)
2
NOTES TO NOTICE OF ANNUAL GENERAL MEETING:
1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on
their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the Annual General
Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held
by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to
make such appointment and give proxy instructions accompanies this notice.
2. To be valid any proxy form or other instrument appointing a proxy must be received by post, by scanned
copy sent to proxies@goodwingroup.com or (during normal business hours only) by hand at Ivy House Foundry,
Hanley, Stoke-on-Trent, ST1 3NR no later than 10.30am on 5th October, 2026.
3. The return of a completed proxy form or other such instrument will not prevent a shareholder attending the
Annual General Meeting and voting in person if he/she wishes to do so.
4. Any person, to whom this notice is sent, who is a person nominated under section 146 of the Companies Act
2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the
shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed)
as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or
does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the
shareholder as to the exercise of voting rights.
5. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2
above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by
shareholders of the Company.
6. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by
the Company of the votes they may cast), shareholders must be registered in the Register of Members of the
Company at 10.30am on 5th October, 2026 (or, in the event of any adjournment, 10.30am on the date which is two
days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline
shall be disregarded in determining the rights of any person to attend and vote at the meeting.
7. As at 26th August, 2026 (being the last business day prior to the publication of this Notice) the Company’s issued
share capital consists of 7,509,600 ordinary shares, carrying one vote each. Therefore, the total voting rights in
the Company as at 26th August, 2026 are 7,509,600.
8. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company
under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement
setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the
conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected
with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and
reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the
shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528
of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527
of the Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when
it makes the statement available on the website. The business which may be dealt with at the Annual General
Meeting includes any statement that the Company has been required under section 527 of the Companies Act
2006 to publish on a website.
9. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at
the meeting so that (i) if a corporate shareholder has appointed the chairman of the meeting as its corporate
representative with instructions to vote on a poll in accordance with the directions of all of the other corporate
representatives for that shareholder at the meeting, then on a poll those corporate representatives will give
voting directions to the chairman and the chairman will vote (or withhold a vote) as corporate representative
in accordance with those directions; and (ii) if more than one corporate representative for the same corporate
shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting
as its corporate representative, a designated corporate representative will be nominated, from those corporate
representatives who attend, who will vote on a poll and the other corporate representatives will give voting
directions to that designated corporate representative. Corporate shareholders are referred to the guidance
issued by The Chartered Governance Institute on proxies and corporate representatives (www.cgi.org.uk) for
further details of this procedure. The guidance includes a sample form of representation letter if the chairman is
being appointed as described in (i) above.
10. None of the Directors has a service contract with the Company.
11. If approved by shareholders at the Annual General Meeting on 7th October, 2026, the ordinary dividends of
330 pence per share will be paid in full on 9th October, 2026 to shareholders on the register on 18th September,
2026.
3
GOODWIN PLC
CHAIRMAN’S STATEMENT
I am pleased to report a record level of profits for the Group for the twelve month period
ended 30th April, 2026. The trading profit was £77.5 million (2025: £35.5 million) an increase
of 118% year-on-year on revenue of £280 million, which is up 27% on the revenue reported
for the prior year, as set out on page 8. (Additional details on the trading pre-tax profit are to
be found on page 122).
The Directors propose an increased ordinary dividend of 330 pence (2025: 280 pence) per
share, an 18 % increase. Further details on the Dividend Policy and timing of the payment
can be found on page 13.
This continued strong performance reflects the sustained strength of our end markets and the
benefits of the strategic decisions taken over several years to focus the Group on specialist,
technically demanding sectors.
Whilst there has been growth in all our manufacturing companies, the Mechanical Engineering
division in particular has continued to experience a substantial increase in customers’
demand for precision-machined, high-integrity castings into mission critical defence and
nuclear applications. As a result of continued investment in its customer relationships,
engineering expertise and manufacturing capabilities, Goodwin has positioned itself to be a
leading supplier on many UK and US Navy frigate and submarine programmes. Our ability
to supply high-quality products, that are technically difficult to make on a fast and consistent
basis, has supported the continued growth in volumes, as well as continued improvement
in margins.
The Board has continued to assess the long-term strategic direction of the business. The
significant improvement in the performance of the Mechanical Engineering division,
together with its strong market position and attractive growth prospects, has substantially
enhanced its strategic value and generated considerable external interest. During the year,
and as announced post period-end on 7th August, 2026, the Board committed to pursuing
a potential disposal of a substantial part of the Mechanical Engineering Division and
appointed Rothschild & Co as its financial adviser to initiate an active sale process of its
constituent business units, to maximise value for shareholders whilst ensuring continuity for
all stakeholders, including customers, and the long-term prospects of the business. As part
of this process, the business was actively marketed to potential purchasers. The proposed
disposal includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva
GmbH, Easat Group and Pumps.
The sale process is progressing well, and the Group has been in discussions with a number of
potentially interested parties, as well as continuing the important strategic dialogue we have
with all our stakeholders. Our customers, suppliers and employees should expect business
to continue uninterrupted, and management remains fully committed to maintaining the
high standards of service and operational performance that have underpinned the success
of these businesses. The Board expects to provide a further update as the transaction
progresses. The disposal process is being actively pursued in accordance with the Board’s
approved plan, which targets completion within the next twelve months, and shareholders
will be kept informed of material developments as appropriate.
As a result of the Mechanical Engineering sale process and the Board’s committed disposal
plan, the Board is considering the most appropriate capital allocation strategy and dividend
policy for the Group going forward. As the composition, investment requirement and capital
structure of the Group will likely change, the Board wants to ensure that it can pay excess
cash to shareholders, whilst balancing value-enhancing investment opportunities within its
manufacturing companies.
GROUP STRATEGIC REPORT
4
The Board currently expects that a substantial part of the cash proceeds from any disposal
resulting from its strategic review of the Mechanical Engineering division will be paid to
shareholders.
As part of the strategic review, management reporting was revised to reflect the proposed
sale of a substantial proportion of the Mechanical Division, which included the creation of a
new Technological Division, as an operating segment.
Mechanical Division (Assets held for Sale) Goodwin Steel Castings Limited and
Goodwin International Limited
The defence programmes secured over recent years continued to progress during the year,
resulting in a substantial increase in the volume of high-integrity components manufactured
for UK and US naval ship and submarine programmes. The division successfully met the
demanding quality and delivery requirements of these programmes, reflecting the benefits
of the sustained investment made in manufacturing capability, engineering expertise and
customer relationships over many years. The operational performance achieved during the
year has further strengthened the division’s reputation with its customers.
Easat Radar Systems - Easat Group delivered its first material year in which the benefits of
the turnaround strategy were fully reflected in the financial results, with profits improving
from approximately breakeven to £4.5 million. This performance represents the culmination
of several years of investment in technology, operational improvements and the transition
from a component supplier to a provider of complete surveillance systems. During the year,
management also delivered significant cost reductions and operational efficiencies, resulting
in a marked improvement in profitability while continuing to deliver high levels of customer
service and product performance.
Noreva - Noreva, the division’s specialist valves business in Germany, also delivered strong
profits during the year. This performance reflected strong demand from the LNG sector in
the US. Whilst geopolitical events in the Middle East continue, despite the three months of
storage prior to collection of certain customer shipments being invoked, no orders were
cancelled and the business continues to perform strongly.
Pumps - The Pumps businesses also delivered a solid performance. In South Africa, a revised
commercial strategy successfully improved order intake and restored sales momentum,
whilst in India the business achieved record production and sales volumes, supported by
strong domestic demand and increased intercompany supply to the Group’s international
operations. These achievements reflect the continued development of the division’s
manufacturing capability and operational efficiency.
Overall, the Mechanical Engineering Division delivered an excellent operational and financial
performance during the year, reflecting many years of sustained investment, disciplined
execution and the commitment of its employees. The Board is grateful for the significant
contribution made by all those involved in achieving these results.
Refractory Engineering Division
The Refractory Engineering Division delivered another year of strong growth, with the
divisional subsidiaries’ trading profits up 15% year-on-year.
The companies within the division that manufacture investment casting powders, injection
waxes and moulding rubbers for the jewellery industry – including GRS UK, GRS India, GRS
Thailand and GRS China – have in part faced difficult trading conditions arising from record-
high gold and silver prices, which have reduced sales into the jewellery casting industry.
However, consumer spending has shifted from fewer, higher-cost purchases to a “wear
once” mentality, driving demand for low-cost jewellery through online and social media
CHAIRMAN’S STATEMENT (continued)
GROUP STRATEGIC REPORT
5
impulse purchasing. We expect this trend to continue. Celebratory purchases to mark special
occasions such as weddings will always have their place, but they now represent a smaller
part of the market; the vast majority of consumer spending has moved to higher volumes of
lower-cost jewellery, which we are well positioned to capture.
This shift has been highly beneficial to the Group, whether a piece is cast in brass or in gold,
it requires the same quantity of investment casting powder, injection wax and moulding
rubber. As a result, we have seen very strong growth in sales to the low-cost brass casting
sector. We are even seeing global-leading silver jewellery brands beginning to move to
plated brass in place of solid silver, lowering the price point of their products and moving
them further into the high-volume, impulse-purchase category. To cater for this increase in
demand, we expect to open a fourth investment powder manufacturing facility in China
within the coming twelve to eighteen months.
Gold and silver prices have begun to recede. Precious-metal jewellery will continue to be an
important part of the market, and we have started to see usage of our products in this sector
begin to recover - which will move profits further forward as these higher-value sales return.
During the year, our research and development teams implemented a newly developed
in-house technology that enables more cost-effective investment casting powder products
with performance equal to or better than the formulations they replace. We have used this
improved cost-effectiveness both to increase margins and, where strategically advantageous,
to strengthen our competitiveness.
After many years of development and product trials, we are pleased to report that the largest
jewellery caster in the US has adopted our patented X-SIL silica-hazard-free investment
casting powder. This is a major milestone for us as a company and for the industry. The
US is a market where we have historically refrained from selling to due to our traditional
products being silica-based, and we expect that this represents the first step towards a wider
transition. We also believe it will help drive change in Europe towards this silica-hazard-free
range, on which we are able to achieve enhanced margins.
Hoben International had an excellent year, increasing profits substantially. This was driven
by a combination of factors, including increased internal group demand for the cristobalite
manufactured by Hoben (used by our investment powder companies), reduced energy costs,
and the continued high growth of the Soluform concrete bagwork solution, sales of which
grew by over 50% in the year. We expect Soluform to continue growing at high rates over the
coming years, and we are expanding the team to deliver this growth.
AVD Fire – which manufactures and sells specialist lithium battery fire-extinguishing agent,
lithium battery fire extinguishers, and lithium fire protection blankets and bags – is, we believe,
at a very exciting point in its growth journey. Over the past ten years, a great deal of work
has been done to establish AVD as the number one choice for extinguishing and containing
lithium battery fires. Our products are being adopted globally and are recommended by
insurers. Perception of the risk of lithium battery fires is changing rapidly, as is the global
understanding that action must be taken to provide specialist products to extinguish and
contain them. We now have a truly global distributor network, global recognition of the
leading performance of our products, and a market that is increasingly being compelled to
adopt solutions for this significant risk. We are addressing testing and product requirements
from all sectors, including commercial airlines, marine, automotive, rail networks, military,
product distribution and storage centres, and many other applications.
Technological Division
Following a decision during the year to actively pursue the disposal of the majority of
the Mechanical Engineering Division, the internal management reporting was changed to
CHAIRMAN’S STATEMENT (continued)
GROUP STRATEGIC REPORT
6
CHAIRMAN’S STATEMENT (continued)
GROUP STRATEGIC REPORT
reflect the continuing and discontinuing operations of the Group. A new operating division
titled Technological Division made up of Duvelco and Internet Central businesses that were
formerly part of the Mechanical Engineering Division, but are not part of the businesses for
sale, is now reported separately.
Duvelco
Duvelco, the Group’s advanced plastics business, remains an important long-term
opportunity. Production finalisation has taken longer than originally anticipated, as can occur
with a highly automated, complex and first-of-its-kind manufacturing process. The business
continues to produce material for customer sampling and qualification, with feedback to
date being positive, while the team focuses on completing the remaining commissioning
items and establishing a robust, repeatable process capable of supporting future commercial
demand. The outstanding items are mechanical rather than fundamental in nature and are
not considered to represent a long-term risk. The lessons learned can also be incorporated
from the outset into the design of any future manufacturing plants.
Duvelco has also entered into a strategic agreement with an established processing partner
to manufacture stock shapes. The arrangement will initially utilise the partner’s available
capacity, with further capacity to be added as demand develops. As the partner already
undertakes hot compression moulding at scale, the agreement provides a low-risk route to
market, broadens Duvelco’s product offering and avoids the learning curve associated with
establishing this capability internally.
Although samples have not yet been distributed in significant volumes, the Board is
encouraged by the progress being made and continues to believe that Duvelco has significant
long-term potential. The focus remains on completing production finalisation and expanding
customer sampling and qualification activity as Duvelco’s material reaches a broader range
of prospective customers and applications.
Cash flow and capital expenditure
Cash generation improved during the year. The Group has benefited from the milestone
payments negotiated into the defence contracts won to date and these payments have helped
to support working capital and provide greater visibility over cash flow as the programmes
progress.
In terms of capital expenditure, the major item during the year was the construction of
the new Foundry 5.0 building in Hanley. This facility will house state-of-the-art automated
moulding and robotic casting upgrade equipment, which the Group has been developing
in conjunction with its R&D partners, including the US Navy and Siemens. This investment
represents an important step in the continued modernisation of the Group’s manufacturing
capability and the building is scheduled to be finished in the fourth quarter of this calendar
year.
There are no other major capital expenditure projects underway or planned that would
not be customer funded. The Group’s net debt as at April 2026 was £29 million, reflecting
continued strong financial performance and a prudent approach to leverage, which stood at
22.4% as at the 30th April, 2026, after paying out the special interim dividend of £40 million
in the month of November 2025.
Goodwin PLC post the proposed disposal of the Mechanical Division
Following completion of a proposed disposal resulting from its strategic review of the
Mechanical Engineering Division, the Group will comprise a simpler, more focused portfolio
of specialist businesses with strong market positions and attractive long-term growth
prospects. The disposal will allow management to concentrate its resources on developing
the remaining businesses, while maintaining the disciplined approach to capital allocation
that has underpinned the Group’s success.
7
CHAIRMAN’S STATEMENT (continued)
GROUP STRATEGIC REPORT
Particular emphasis will be placed on accelerating the commercial development of the
Group’s newer growth opportunities, including Duvelco and AVD Fire, alongside supporting
the continued expansion of our established Refractory businesses. The Board believes
these businesses offer significant long-term value creation potential and will benefit from
increased management focus and investment.
As a result of the disposal, the Group will comprise the Refractory and Technological divisions.
These businesses represented in aggregate £118 million in gross assets and £10 million in
operating profits in the financial year ended 30 April 2026 .
The Group’s banking partners have expressed their continued support for the remaining
business and have confirmed their willingness to provide appropriate facilities going
forward. Nevertheless, the Board’s intention is, at least initially, to operate the Group on a
zero net debt basis, providing financial resilience and flexibility as we execute the next phase
of the Group’s strategy.
While the proposed disposal represents a significant milestone, the Board remains committed
to continually reviewing the Group’s portfolio and strategic direction to ensure capital is
allocated to maximise long-term shareholder value.
People
The results achieved this year would not have been possible without the commitment, skill
and hard work of our employees across the Group. On behalf of the Board, I would like to
thank all of them for their continued dedication, professionalism and support during another
important year for the business.
T. J. W. Goodwin
27th August, 2026 Chairman
Alternative performance measures mentioned above are defined on page 121.
8
GROUP STRATEGIC REPORT
GOODWIN PLC
SUMMARY OF CONSOLIDATED STATEMENT OF PROFIT AND LOSS - NON-GAAP**
for the year ended 30th April, 2026
2026 2025
Note
Refractory
£’000
Techno
-logical
£’000
Central
costs
£’000
Continuing
£’000
Mechanical
Discontinued
£’000
Total
£’000
Total
£’000
Revenue 4, 5 64,856 3,922 84 68,862 211,154 280,016 219,709
Cost of sales (32,666) (3,212) (240) (36,118) (103,620) (139,738) (128,100)
GROSS PROFIT 32,190 710 (156) 32,744 107,354 140,278 91,609
Selling and
distribution costs (5,803) (572) (71) (6,446) (6,380) (12,826) (10,903)
Administrative
expenses
(10,674) (3,593) (2,094) (16,361) (32,787) (48,848) (43,594)
OPERATING PROFIT 15,713 (3,455) (2,321) 9,937 68,667 78,604 37,112
Finance income** 8 26 - 944 970 91 1,061 1,305
Finance costs** 8 (41) (34) (12) (87) (2,140) (2,227) (2,965)
Share of profit of
associate
company 15 64 - - 64 - 64 65
TRADING PROFIT 15,762 (3,489) (1,389) 10,884 66,618 77,502 35,517
The full financial statements and accompanying notes are on pages 54 to 120.
The Board committed to pursuing a potential disposal of a substantial part of the Mechanical Engineering Division
that includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat Group and
Pumps. As such, these accounts have been prepared to reflect the potential sale by reporting Continuing and
Discontinued Operations.
This statement of profit and loss does not comply with the IFRS requirements for disclosure, but it has been included
to provide shareholders with a clear view of the impact of the potential sale. The IFRS profit and loss statement is
on page 54. Details of the performance measures are included on page 121.
* The results of the discontinued operations include those of Goodwin Steel Castings Limited, Goodwin International
Limited, Noreva GmbH, Easat Group and the Pump Division.
** This consolidated statement of profit and loss is non GAAP and the headings from Revenue down to Trading
Profits are the combined results of the continuing operations and discontinued operations, which can be seen in
more detail on page 129.
9
The Group’s main OBJECTIVE and PURPOSE is to have a sustainable long-term engineering
based business with good potential for profitable growth while providing a fair return to our
shareholders.
The Board’s VALUES of engineering excellence, quality, efficiency, reliability, competitive price
and delivery contribute to the delivery of its strategy.
The Board’s STRATEGY to achieve this is:
• to supply a range of technically advanced products to growth markets in the Mechanical,
Refractory and Technological Divisions in which we have built up a global reputation for
engineering excellence, quality, efficiency, reliability, competitive price and delivery;
•
to manufacture advanced technical products profitably, efficiently and economically;
•
to maintain an ongoing programme of investment in plant, facilities, sales and marketing,
research and development with a view to increasing efficiency, reducing costs, increasing
performance, delivering better products for our customers, expanding our global customer
base and keeping us at the forefront of technology within our markets, whilst at all times
taking appropriate steps to ensure the health and safety of our employees and customers;
•
to control our working capital and investment programme to ensure a safe level of gearing;
•
to maintain a strong capital base to retain investor, customer, creditor and market confidence
and so help sustain future development of the business;
•
to support a local presence and a local workforce in order to stay close to our customers;
•
to invest in training and development of skills for the Group’s future;
• engineering activity and investment into the reduction of CO
2
emissions where it is
commercially viable taking into account the long-term effects of CBAM (Carbon Border
Adjustment Mechanism);
• to manage the environmental and social impacts of our business to support its long-term
sustainability.
BUSINESS MODEL
The Group’s focus is on manufacturing within two sectors, Mechanical Engineering and Refractory
Engineering, and technological advancement in a third sector, and through this division of our
are shown on our website www.goodwin.co.uk
The Board of Directors commenced a strategic review of the Mechanical Engineering Division
during the year, to consider a range of potential options to maximise value for shareholders,
whilst ensuring continuity for all stakeholders, including customers and the long-term prosperity
of its businesses. These options include the potential sale of the Mechanical Engineering Division,
which includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH,
Easat Group and the Pump Division.
After reviewing the options available, the Board of Directors decided that the preferred course of
action was to progress with a disposal of the Mechanical Engineering Division. Rothschild and Co
were appointed as the Group’s financial adviser to manage that process, engage with interested
parties and invite indicative and, subsequently, binding offers for the businesses identified for
disposal.
The Board of Directors has considered the provisions of IFRS 5 and consider that they have met
the requirements for the Financial Statements to be prepared as required by the standard for
Discontinued Operations and Assets Held for Sale.
The scope of the proposed disposal was determined following consideration of the level of
interest expressed by external parties, together with an assessment of the strategic fit of the
businesses and the value that could be realised for shareholders. Following the assessment,
detailed financial, commercial and operational information was prepared to support the disposal
process and enable the businesses identified for disposal to be separated from those intended to
remain within Group, and for interested parties to undertake their evaluation of those businesses.
GROUP STRATEGIC REPORT
OBJECTIVES, STRATEGY AND BUSINESS MODEL
10
Mechanical Division (held for sale)
The Mechanical Division specialises in supplying precision engineered solutions and industrial
goods into critical applications, generally on a project basis, more often than not involving the
complementary skill set of other group companies to deliver the requirement. The projects
normally involve international procurement, high integrity castings, forgings or wrought high-
alloy steels, carbon fibre composite structures, precision CNC machining, complex welding and
fabrication, and other operations as are required. In addition to specialist projects, the Group
manufactures and sells a wide range of dual plate check valves, axial nozzle check valves and
axial piston control and isolation valves. These solutions and products typically form part of
large construction projects, including the construction of naval propulsion and hull components,
nuclear waste storage components, liquefied natural gas (LNG), oil and gas, petrochemical,
mining, and water markets.
We generate value by creating leading edge technology designs and manufacturing processes,
globally sourcing the best quality raw material at good prices, manufacturing in highly efficient
facilities using up to date technology to provide reliable high-performance products to the
required specification, at competitive prices and with timely deliveries.
The Group through its foundry, Goodwin Steel Castings Limited, has the capability to pour high
performance alloy castings up to 35 tonnes net in weight, radiograph and to finish CNC machine
and fabricate them at the foundry’s sister company, Goodwin International Limited. This capability
is targeting the naval defence industry and nuclear decommissioning, the oil and gas industry, as
well as large, global projects requiring high integrity machined castings.
Goodwin International Limited, the largest company in the Mechanical Engineering Division, not
only designs and manufactures dual plate check valves, axial nozzle check valves and axial piston
control and isolation valves but also undertakes specialised CNC machining and fabrication work
for nuclear decommissioning projects. Goodwin International Limited also has a division that
is focused on manufacturing / machining high precision, high integrity components for naval
marine vessels. Noreva GmbH also designs, manufactures and sells axial nozzle check valves.
Both Goodwin International Limited and Noreva GmbH purchase the majority of their sand mould
castings from Goodwin Steel Castings Limited for their ranges of check valves and this vertical
integration gives rise to competitive benefits, increased efficiencies and timely deliveries.
At Goodwin Pumps India Private Limited we manufacture a superior range of submersible slurry
pumps for end users in India, Brazil, Australia, Canada, Peru and Africa. Easat Radar Systems
Limited and its subsidiary, Easat Finland Oy, design and build bespoke high-performance radar
surveillance systems for the global market of major defence contractors, civil aviation authorities
and coastal border security agencies. We create value on these by innovative design, assembly
and testing in our own facilities using bought in or engineered in-house components.
Continuing operations
The Continuing Operations of the Group are the Refractory and Technological Divisions, Goodwin
Refractory Services Limited (GRS) generates value primarily from designing, manufacturing
and selling investment casting powders, injection moulding rubbers and waxes to the jewellery
casting industry. GRS also manufactures and sells these products to the tyre mould and aerospace
industries. The Refractory Engineering Division has, other than its UK facility, four investment
powder manufacturing and sales companies located in China, India and Thailand which sell the
casting powders, waxes and moulding rubbers directly and through distributors to the jewellery
casting industry and also directly to tyre mould and aerospace industries.
These companies are vertically integrated with another of our UK companies, Hoben International
Limited (Hoben), which manufactures cristobalite, which it sells to the five casting powder
manufacturing companies as well as producing ground silica that also goes into casting powders
and other UK uses of silica. Hoben also manufactures different grades of perlite, and a patented
range of biodegradable bags, known as Soluform, for use inside traditional hessian / jute bags for
the placement of concrete and other materials in or around rivers. Within its Sandersfire division
Hoben also manufactures a unique and comprehensive range of high-quality fire-stopping
mortars distributed under the “Firecrete” brand name.
Dupré Minerals Limited (Dupré), a refractory company, focuses on producing exfoliated vermiculite
that is used in insulation, brake linings and fire protection products, including technical textiles
OBJECTIVES, STRATEGY AND BUSINESS MODEL (continued)
GROUP STRATEGIC REPORT
11
BUSINESS DIVERSITY AND
PERFORMANCE
Market sector / Geographical Split
The Group continues to have a diversified
offering, selling a vast range of different
product types to a wide variety of different
industries and, in the year just finished, it has
shipped product to over 100 countries. Due
to the increase in US Navy defence contracts
being won, the Group’s exports to the United
States have increased by 92% to £68 million.
Nevertheless, the Group’s activity is well
spread geographically, as no specific region
represents more than 30%, with exports
to the United States being only 24% of our
turnover.
KPI
A key performance indicator reflecting
each of the subsidiaries’ ongoing progress
includes the continued improvement in
productivity, as demonstrated by the average
revenue per employee increasing by 23% to
£216,332 per employee. In addition, return
on capital employed, has risen from 24%
to 49% during the year. The Board remains
committed to driving further improvements
in this important measure of capital efficiency
over the years ahead.
OBJECTIVES, STRATEGY AND BUSINESS MODEL (continued)
GROUP STRATEGIC REPORT
Divisional Split of Operating Profits (£’000)
Discontinuing Continuing
External Revenue: Geographical Segmental Analysis
United Kingdom
Rest of World
Pacific Basin
Rest of Europe
USA
28
%
24
%
10
%
16
%
22
%
23
%
29
%
23
%
6
%
2022
2023
9,139
12,657
2024
12,171
12,772
2025
18,861
13,492
£70,000
£60,000
£50,000
£40,000
£30,000
£20,000
£10,000
£0
2026
25,402
14,671
12
%
7
%
Jewellery
Manufacture,
Powders,
Heat Resistant
Applications,
Moulds for Tyres
& Industry
External Revenue: End-User Market Sector
Oil & Gas, LNG,
Petrochemical
Mining
Nuclear
Power,
Construction,
Radar, Polyimide
Defence
70,173
14,260
that can withstand exposure to high temperatures. Dupré also sells consumable refractories to the
shell moulding precision casting industry. AVD Fire Limited (AVD) utilises an in-house designed
and patented product that is used in a range of fire extinguishers and an extinguishing agent for
lithium-ion battery fires that utilises a vermiculite dispersion as the fire extinguishing agent. AVD
also sells a range of blankets that are used to extinguish and contain lithium-ion battery fires.
Duvelco, whose results have now been included in the Technological Division, is a specialist
polyimide manufacturer, that will manufacture and sell polyimide resins into an established
market. The resin can then be moulded into parts and shapes for the high temperature and
critical applications, for which very few polymers can be used. Internet Central, an internet service
provider, is also included in the Technological Division.
12
GROUP STRATEGIC REPORT
OBJECTIVES, STRATEGY AND BUSINESS MODEL (continued)
KEY PERFORMANCE INDICATORS
The key performance indicators for the business are listed below:
The alternative performance measures referred to above are defined on page 121, and are
calculated for the total Group.
The alternative performance measures are important to management and the readers of the
Annual Report in assessing the Group’s performance and benchmarking it within its respective
industries.
2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
Gross profit as a %
of turnover
35.5 38.0 42.7 37.0 42.0 41.6 37.0 40.7 41.7 50.1
Trading profit
(£ millions)
9.2 13.3 14.7 12.1 16.5 17.2 18.9 24.1 35.5 77.5
Gearing % (excluding
deferred consideration)
31% 11% 20% 18% 15% 26% 26% 35% 10% 22%
Sales per employee per
year (£’000)
114 120 117 121 116 130 162 156 175 216
Dividends proposed
(in £ millions)
3.0 6.0 6.9 6.0 7.9 8.3 8.6 10.0 21 25
Emissions Intensity
(CO2e / £1m Revenue
108 146 149 129 130 107 71 71 60 54
50
%
40
%
30
%
20
%
10
%
0
%
Gross Profit as a % of Turnover
2
019
2
018
2
017
2
020
2
021
2
022
2
023
2
024
2
025
42.7
%
38.0
%
35.5
%
37.0
%
42.0
%
41.6
%
37.0
%
40.7
%
41.7
%
2
026
50.1
%
Gearing % (excluding deferred consideration)
2
019
2
018
2
017
2
020
2
021
2
022
2
023
35
%
30
%
25
%
20
%
15
%
10
%
5
%
0
%
2
024
2
025
20
%
11
%
31
%
18
%
15
%
26
%
26
%
35
%
10
%
2
026
22
%
Funds returned to shareholders (£ million)
2
019
2
018
2
017
2
020
2
021
70
60
50
40
30
20
10
0
2
022
2
023
2
024
2
025
Dividends
Special Interim Dividend
Proposed Dividend
Share Buy-Back
2
026
6.9
6.0
3.0
6.0
7.9
8.3
8.6
10.0
8.9
21.0
40.0 24.8
SPECIAL
PROPOSED
Trading profit (£ million)
80
70
60
50
40
30
20
10
0
2
019
2
018
2
017
2
020
2
021
2
022
2
023
14.7
13.3
9.2
12.1
16.5
17.2
18.9
24.1
2
024
2
025
35.5
2
026
77.5
Revenue per employee per year (£’000)
220
200
180
160
140
120
100
80
60
40
20
0
117
120
114
121
116
2
019
2
018
2
017
2
020
2
021
130
2
022
162
2
023
156
2
024
2
025
175
2
026
216
Emissions Intensity (CO2e / £1m revenue)
2
019
2
018
2
017
2
020
2
021
2
022
2
023
160
140
120
100
80
60
40
20
0
149
146
108
129
130
107
71
71
60
2
024
2
025
54
2
026
13
OBJECTIVES, STRATEGY AND BUSINESS MODEL (continued)
GROUP STRATEGIC REPORT
DIVIDEND AND CAPITAL EXPENDITURE POLICY
Subject to shareholder approval of the proposed dividend at the forthcoming Annual General
Meeting on 7th October, 2026, a final dividend of 330 pence per share, (2025: 280p, together with
the special interim dividend of 532 pence per share paid in November 2025, total distributions in
respect of the prior year amounted to 812 pence per share). Payment of the proposed dividend
will not be split between October and the subsequent April, as has been the case for the past
few years, and will be paid in full on 9th October, 2026 to shareholders on the register on 18th
September, 2026.
Subject to the continued performance of the business and the outcome of the ongoing strategic
review of the Mechanical Engineering Division and disposal thereof, if a disposal does not
complete, the Board intends to consider declaring an interim dividend payable in April 2027.
This would be with the objective of bringing the total distributions for the year broadly into line
with the Group’s previous policy of distributing 58% of post-tax profits plus depreciation and
amortisation. If a disposal does complete the Board anticipates a substantial proportion of the
cash proceeds will be paid out to shareholders.
Having reinvested over £200 million during the past two decades into highly efficient,
technologically advanced manufacturing plant, equipment, subsidiary growth, and capitalised
our intellectual property designs and processes as intangibles, the Group now benefits from
having the required facilities and operational capacity to support ongoing profitability with only
modest levels of future capital expenditure.
Importantly the dividend payment will not compromise the Group’s longstanding proactive
approach to equipment maintenance, facility investment and acquisitions. Management teams
will continue to be encouraged to allocate resources and time towards identifying and developing
new growth opportunities and product lines. However, at the present time, the major capital
projects visible on the horizon are expected to be fully customer-funded, further supporting
the Board’s confidence that the revised Dividend Policy remains viable and sustainable for the
foreseeable future.
*Further details are included in the Alternative Performance Measures on page 121.
Group Annual Post Tax Profit
+
Depreciation
+
Amortisation*
£80m
£70m
£60m
£50m
£40m
£30m
£20m
£10m
£0m
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
2008
2007
2022
2023
2024
2025
*Further details are included in the Alternative Performance Measures on page 108
2026
14
GROUP STRATEGIC REPORT
The Group’s operations expose it to a variety of risks and uncertainties. The Directors confirm that they continue
to carry out a robust assessment of the principal risks the Company faces, including those that would threaten its
business model, future performance, solvency or liquidity.
Market risk: The Group provides a range of products and services, and there is a risk that the demand for these
products and services vary from time to time because of competitor action or economic cycles or international trade
friction or wars. As shown in note 4 to the financial statements, the Group operates across a range of geographical
regions, and its turnover is split across the UK, Europe, USA, the Pacific Basin and the Rest of the World.
Operating in many territories helps spread market risk. Similarly, the Group operates in Mechanical Engineering,
Refractory and Technological sectors, mitigating the impact of a downturn in any one product area as has been seen
in recent financial years.
The potential risk of the loss of any key customer is limited as no single customer accounts for more than 10% of
annual turnover.
As described in the Business Model, the Group generates significant sales from naval propulsion marine applications
and ship hull components, as well as from valves it supplies to LNG, oil, chemical and water markets. The Mechanical
Engineering Division also sells submersible pumps that are supplied to the mining industries and radar systems
that are used for coastal surveillance and air traffic control applications. The Refractory Engineering Division sells
vermiculite and perlite to the insulating and fire prevention industry and our investment casting powder companies
indirectly sell to the jewellery consumer market through the supply of investment casting moulding powders,
waxes, silicone and natural rubber. The Technological Division specialises in polyimide manufacturing, that will
sell polyimide resins into an established market. The resin can then be moulded into parts and shapes for the high
temperature and critical applications for which very few polymers can be used. Internet Central provides internet
services.
Technical risk: The Group develops and launches new products as part of its strategy to enhance the long-term
value of the Group. Such development projects carry business risks, including reputational risk, abortive expenditure
and potential customer claims which may have a material impact on the Group. The potential risk here is seen as
manageable given the Group is developing products in areas in which it is knowledgeable, has extensive skill and
expertise and new products go through rigorous, extensive testing prior to their release into the market. The risk of
product obsolescence is countered by continuous research and development investment into new products.
Product failure / Contractual risk: The risks that the Group supplies products that fail or are not manufactured
to specification are risks that all manufacturing companies are exposed to but we try to minimise these risks
through the use of highly skilled personnel operating within robust quality control system environments, using
third party accreditations where appropriate. With regard to the risk of failure in relation to new products
coming on line, the additional risks here are minimised at the research and development stage, where prototype
testing and the deployment of a robust closed loop product performance quality control system provides
feedback to the design department for the products we manufacture and sell. The risk of not meeting safety
expectations, or causing significant adverse impacts to customers or the environment, is countered by the
combination of the controls mentioned within this section and the purchase of product liability insurance.
Supply chain and equipment risk: Failure of a major supplier or an essential item of equipment presents a
constant risk of disruption to the manufacturing in progress, especially during times of high inflation or
increased shipping times and costs. Where reasonably possible, management mitigates and controls the risk
with the use of dual sourcing, continual maintenance programmes, and by carrying adequate levels of stocks
and spares to reduce any disruption.
Health and safety: The Group’s operations involve the typical health and safety hazards inherent in manufacturing
and business operations. The Group is subject to numerous laws and regulations relating to health and safety
around the world. Hazards are managed by carrying out risk assessments and introducing appropriate controls, as
well as attending safety training courses.
Acquisitions: The Group’s growth plan over recent years has included a number of acquisitions. There is the risk
that these, or future acquisitions, fail to provide the planned value. This risk is mitigated through thorough and
robust financial and technical due diligence during the acquisition process and the Group’s inherent knowledge of
the markets they operate in.
Financial risk: The principal financial risks faced by the Group are changes in market prices (interest rates, foreign
exchange rates and commodity prices). As reported, the Company, on 2nd July, 2021 signed a contract to mitigate
the impact of interest rate risk by taking out an interest rate swap derivative fixing £30 million of notional debt at
less than 1% versus the variable SONIA rate for a period of ten years, commencing 1st September, 2021. Detailed
information on the financial risk management objectives and policies is set out in note 28 to the financial statements.
The Group has in place risk management policies that seek to limit the adverse effects on the financial performance
of the Group by using various instruments and techniques, including credit insurance, stage payments, forward
foreign exchange contracts, secured and unsecured credit lines. Prior to the expiry date of the Revolving Credit
PRINCIPAL RISKS AND UNCERTAINTIES
15
PRINCIPAL RISKS AND UNCERTAINTIES (continued)
GROUP STRATEGIC REPORT
Facilities, the Board reviews the current and future requirements of the Group and arranges suitable replacement
facilities prior to the current facility expiring. Post year-end, the Group has renewed one of its Revolving Credit
Facilities, that was due to expire, for a four year term.
Regulatory compliance: The Group’s operations are subject to a wide range of laws and regulations. Both within
Goodwin PLC and its subsidiaries, the Directors and Senior Managers within the companies make best endeavours
to ensure we comply with the relevant laws and regulations. The Group ensures that high ethical standards and
values are adopted, specifically with regards to sanctions, anti-corruption, anti-bribery and human rights. During
the year, the Group has carried out training and continued to refine and update its internal policies to reflect the
associated risks.
IT security: The Group performs regular and remote off-site backups of its IT systems, from time to time engaging
external companies to test and report any weaknesses and deficiencies found to enable solutions to be put in place
to mitigate and minimise the risk of an IT security breach.
Energy and Climate Change: The Group is actively developing and implementing its carbon neutral plan, which
helps mitigate the risk of the Group being exposed to the long-term effects of global warming and more specifically
the upcoming Carbon Border Adjustment Mechanism (CBAM) taxes that will likely ramp up over the next ten years,
in addition to significant increases in the cost of power that are a result of the fragile global energy system. The
Group’s methods of mitigation include fixed price energy contracts, incorporating price escalation clauses into the
longer term contracts and ultimately reducing the need to purchase energy from the national grid by installing
renewable solutions like low cost solar panels. To date, the Group has installed 6.7 MW of solar panels worldwide
and planning has been obtained to install a further 4.3 MW of solar panels. Additional information on the Group’s
climate related risks and opportunities can be found within the Environmental section, on page 19.
16
GROUP STRATEGIC REPORT
CORPORATE SOCIAL RESPONSIBILITY
The Board as a whole is responsible for decisions relating to the long-term success of the Company and the way in which
their duties have been discharged during the year in terms of the strategic, operational and risk management decisions
and these can be found within the Strategic Report on pages 9 to 15.
As set out below and in line with Section 172 of the Companies Act 2006, through engagement the interests and views
of the Group’s employees and other stakeholders are considered by the Board within its decision-making process as
well as the impact they have on the environment, our reputation and the surrounding communities. Unless otherwise
stated, the principal decisions made in the year, impacting its stakeholders, were the routine decisions that are made
on a year-on-year basis as part of running the business, such as setting the base increase in salaries and increasing
the Group’s charitable donations to support the local community in the local Stoke-on-Trent area. During the year, the
Board approved a number of initiatives that reinforce the Group’s long-standing commitment to its employees and
the communities in which it operates. These included reaching agreement with Stoke-on-Trent City Council to relocate
the iconic Steel Man sculpture to Goodwin Steel Castings, where it was originally manufactured fifty five years ago,
preserving an important part of both the Company’s and the city’s engineering heritage. The Board also reaffirmed
its commitment to developing future engineering talent through continued investment in the Goodwin Engineering
Training Centre, with the fourteenth cohort of apprentices due to commence training during the coming year, supporting
skilled local employment and helping to secure the long-term future of UK manufacturing.
Non-Financial and Sustainability Information Statement
As per the latest disclosure requirement, under the Companies Regulations 2022, disclosures on Climate related financial
information, Company’s employees, community issues, social matters, human rights and anti-corruption and bribery
can be found on pages 16 to 25 of the Annual Report.
The Company has implemented a range of policies addressing employee wellbeing, diversity, community engagement,
human rights, and anti-corruption, which have led to improved staff retention, stronger community ties, and no reported
material breaches or compliance failures during the year. Principal risks in these areas include talent retention challenges,
supply chain ethical risks, potential human rights issues in high-risk regions, and exposure to anti-corruption violations.
These matters are regularly reviewed through our risk management framework under Board oversight.
Employees
Health and Safety: The Group acknowledges that many of its manufacturing processes and some materials that it
handles and sells are hazardous and that providing a safe environment for people at all of our facilities is an unconditional
priority for all of those charged with governance, in addition to each member of the workforce. In the year, as operations
change, the Group has managed the continually evolving risks that are inherent in manufacturing businesses by
ensuring risk assessments are carried out by all departments as soon as an operational change is envisaged. Such
assessments enable the introduction of the appropriate controls to help ensure that the workforce is protected from
foreseeable hazards. Furthermore, awareness and training to continually reduce risk and improve safety is a mind-set
that is reinforced on a daily basis through the Group’s global “Safety Spectrum” programme.
Employee consultation: The Group takes seriously its responsibilities to employees and, as a policy, communicates
with employees systematically with information on matters of concern to them. It is also the policy of the Group to
consult where appropriate, on an annual basis, with employees or their representatives so that their views may be
taken into account in making decisions likely to affect their interests. The Board considers the most effective form of
engagement and involvement of its employees for its size and complexity is by way of informal daily discussions between
the employees, the Senior Management and Board members who walk the floor, and the Company encourages its
employees through its salary and bonus arrangements. Engagement in the year is further supported through workforce
representative meetings, local working groups, team meetings, training, and an honest and open culture.
Employment of disabled persons: The policy of the Group is to offer the same opportunity, including training,
development and promotion, to disabled people, and those who become disabled, as to all others in respect of recruitment
and career advancement, provided their disability does not prevent them from carrying out the duties required of them
in accordance with the requirements of the Equality Act 2010.
Diversity Policy: The Group is committed to promoting diversity of gender, social and ethnic backgrounds and personal
strengths, in addition to ensuring that everyone has the same opportunities for employment and promotion based on
ability, qualifications and suitability for the work in question. The Group invests in training and development of skills for
the Group’s future and has a long-term aim that the composition of our workforce should reflect that of the community it
serves. The Group continues to strive to improve the balance of diversity by reviewing gender reporting and promoting
diversity through training and development, recruitment, our business culture and the Board’s Strategy. Whilst the two
independent director roles are held by Mrs. J. E. Kelly and Ms. C. A. McNamara, following the assessment that was carried
out on 30th April, 2026, the Board does not comply fully with the “comply or explain” listing disclosure requirements that
have come into effect, which require 40% of the Board to be female and for at least one Board member to be from an
ethnic minority background. Whilst we fully acknowledge the necessity and benefits of a diversified leadership, we are
unable to currently meet these specific targets due to the Board consisting of primarily executive Directors because of its
size and complexity, as set out on page 26. This coupled with the fact that the appointments of the Board are made with
the utmost consideration for the individual’s qualifications, experience, and ability to contribute to the strategic direction
of the Company, we have found ourselves at present, based on these criteria, unable to make the necessary adjustments
without compromising the integrity and efficiency of our Board. Nonetheless, we are continually examining ways of
meeting these requirements over the long term by continuing to promote diversity at all levels of the Company, whilst
also maintaining the Board’s dynamism and the required level of experience, ability and qualifications.
17
CORPORATE SOCIAL RESPONSIBILITY (continued)
GROUP STRATEGIC REPORT
Diversity Policy: (continued)
The Audit Committee comprises Mrs. J.E. Kelly, Ms. C.A.McNamara and the Group Chairman, thereby putting the
Group in line with Audit Committee composition requirements, as set out within The UK Listing Rules.
The following tables set out the breakdown of our average number of employees and Board members by gender
and age:
Breakdown by gender
Year ended 30th April, 2026
Main Board and
Company Secretary
Senior
Management
Employees Total
Number of female employees 3 18 197 218
Number of male employees 7 74 997 1,078
Total number of employees 10 92 1,194 1,296
% of female employees 30% 20% 16% 17%
% of male employees 70% 80% 84% 83%
Year ended 30th April, 2026
Main Board and
Company Secretary
Senior
Management
Employees Total
Number of employees aged 16-21 - - 100 10 0
Number of employees aged 22-40 2 21 559 582
Number of employees aged 41-65 6 64 517 587
Number of employees aged over 65 2 7 18 27
Total employees 10 92 1,194 1,296
% aged 16-21 -% -% 8% 8%
% aged 22-40 20% 23% 47% 45%
% aged 41-65 60% 69% 43% 45%
% aged over 65 20% 8% 2% 2%
Breakdown by age
Year ended 30th April, 2026 Main Board and Company Secretary Senior Management
Number % Number %
White British or other White
(including minority-white groups)
10 100 72 78
Mixed / multiple ethnic groups 0 0 0 0
Asian /Asian British 0 0 20 22
Black/ African / Caribbean / Black British 0 0 0 0
Other ethnic group 0 0 0 0
Not specified/ prefer not to say 0 0 0 0
Breakdown by ethnic background
18
GROUP STRATEGIC REPORT
CORPORATE SOCIAL RESPONSIBILITY (continued)
Suppliers, Customers and Regulatory Authorities
The Board considers market trends regularly and reviews their likely long-term implications. Our business
relationships and procedures are developed over time and are regularly reviewed to ensure as a Group we
conduct business responsibly and sustainably. The Board, through its legal and compliance teams, continually
monitors changes in legislation and is committed to complying with all legal and regulatory requirements.
Additionally, it acquires a first-hand understanding of its business relationships and compliance through
regular dialogue and site visits where appropriate. Engagement is ensured from the initial tender processes
to embedded sales and engineering project meetings and reinforced by an open-door culture, whilst actively
seeking feedback.
The seven Executive Directors of the Board are actively involved with the day to day business and management of
the subsidiaries thereby allowing a good understanding of key members of the supply chain and also ensuring a
fair purchase culture.
Maintaining High Standards of Business Conduct
Ethics and Sustainability: We are committed to conducting business responsibly and ethically. We endeavour to
ensure that our staff, suppliers and business partners adopt the same or similar high ethical standards and values.
This applies, but is not limited to human rights, modern slavery, anti-bribery and corruption and compliance with
all applicable sanctions regimes. These principles are supported by an anonymous whistle-blowing system, which
is routinely reviewed and independently investigated if required.
Shareholders: Shareholder engagement occurs through the Annual Report, regulatory disclosures, our website,
site visits and the Annual General Meeting, coupled by supplementary RNS announcements made during the course
of the year. Throughout the year, the Chairman, on behalf of the Group, maintains an active dialogue with its
shareholders, in order to understand their views on governance and performance against the strategy, as well
as providing its investors, including institutional investors, an opportunity to ask questions, discuss the
performance of the Group and make suggestions. Further engagement is obtained through shareholder site
visits, which are hosted directly by the Chairman and the other members of the main Board. The Board aims
to accommodate such requests as and when they are appropriate to do so. The Group’s Directors and Non-
Executive Directors are also available before and after the Annual General Meeting to discuss any matters
shareholders might wish to raise. Such regular first-hand engagement with shareholders enables the Chairman
to provide the Board with updates so the views of shareholders are taken into consideration.
The Company has one class of ordinary shares, which have the same rights as regards voting, distributions and
on liquidation. Management are also significant shareholders in the Company, holding approximately 53.1%
(2025: 54.3%) of the register. In accordance with LR6.5, there is a controlling shareholder agreement in place.
Executive Directors M. S. Goodwin, S. R. Goodwin, B. R. E. Goodwin and T. J. W. Goodwin are party to the controlling
shareholders agreement, as well as former Executive Directors’ (J. W. Goodwin and R. S. Goodwin) who were Audit
Committee members up to 30th April, 2025. On this basis the Board feels that the Executive Director’s vision is fully
aligned with shareholders.
Communities: During the year the Group has continued to communicate to all employees our culture of responsibility
and support for local communities where possible. The Board encourages its sites to support their local communities
through charitable activities and initiatives to support the local area within which they operate. Engagement occurs
through dialogue with the local councils and charities.
Donations: The Group made no political donations during the year (2025: £nil). Donations by the Group for charitable
purposes amounted to £166,000 (2025: £170,000). The majority of these were made to local communities within the
Group’s operating environments.
19
CORPORATE SOCIAL RESPONSIBILITY (continued)
GROUP STRATEGIC REPORT
Environment – Task Force on Climate-related Financial Disclosures (TCFD)
The following report includes the climate-related financial disclosures prepared with consideration of the eleven
TCFD recommendations. Climate change continues to represent a significant strategic consideration for the Group.
Over recent years, the Group has made substantial progress in reducing its carbon emissions through investment
in engineering improvements, renewable energy generation and more efficient manufacturing processes. As a
matter of policy, the Board has decided to move away from adopting a fixed long-term carbon neutrality target and
instead remain focused on delivering practical, commercially viable initiatives that continue to reduce the Group’s
carbon emissions wherever possible. During the coming year, the Board intends to review and present its long-term
environmental strategy for the continuing Group, centred on maintaining a business with sustainably low carbon
emissions while supporting long-term shareholder value.
As an engineering Group, incorporating a heavy goods steel foundry and high temperature refractory processing
operations, energy consumption remains an integral part of manufacturing many of the complex products produced
by the Group. Over recent years the Group has continued to invest in reducing its carbon footprint through
engineering improvements, renewable energy generation, carbon offsetting initiatives and the development of
alternative technologies.
Post year end, the Board of Directors announced that it had commenced a strategic review during the year to
consider a range of potential options to maximise value for shareholders, whilst ensuring continuity for all
stakeholders, including customers and the long-term prosperity of its business. These options include the sale of
the Mechanical Engineering Division. Whilst completion remains subject to the relevant regulatory appraisals, the
majority of the Group’s current operational carbon emissions continue to arise from those businesses. Accordingly,
the Board has continued to focus on reducing emissions across those operations whilst also progressing initiatives
that will remain within the continuing Goodwin PLC Group, including the long-term woodland afforestation project,
renewable energy generation and improvements to manufacturing efficiency.
The initiative consists of five mechanisms to achieve our carbon neutral target:
Initiative
Mechanism
Description Achievements to date Future Plans
Reduce
Consumption
(Scope 1 & 2
emissions)
Taking
engineering
steps to
reduce our
consumption
of gas and
electricity in
our companies
by investing in
more efficient
plant and /
or changing
our working
practices.
The Group has continued to implement
engineering improvements designed to
reduce energy consumption across its
manufacturing operations.
During the year further investment was
made in energy efficient equipment,
including the installation of new high
efficiency compressors at Goodwin
Steel Castings, Dupré Minerals and
Goodwin Refractory Services, together
with the continued replacement
of conventional lighting with LED
systems and ongoing investment in
higher efficiency motors and plant
where economically justified. Waste
segregation has also been enhanced
across all UK sites following changes in
waste legislation.
These initiatives build upon the
significant reductions already achieved
through automated lighting controls,
process modifications, inverter
installations and manufacturing
improvements, which have delivered
a sustained reduction in electricity
consumption over recent years.
The Group will continue to review
manufacturing processes, replace
ageing equipment with more
energy efficient alternatives where
commercially appropriate and pursue
further reductions in electricity and
gas consumption through continuous
operational improvement.
Renewables Utilisation of
self-generated
power through
the use of solar
panels and wind
turbines.
To date, the Group has installed 6.7 MW
of solar panels across its operations,
resulting in a nearly 30% reduction
in electricity purchased from the grid
compared to pre-installation levels.
Planning permission has also been
secured for an additional 4.3 MW solar
installation at the Brassington site.
Planning continues in respect of the
additional 4.3 MW solar installation,
subject to the required National Grid
infrastructure improvements. During
the year planning also progressed
for the proposed Hoben International
solar installation, which remains under
evaluation as part of the Group’s wider
renewable energy strategy.
20
GROUP STRATEGIC REPORT
CORPORATE SOCIAL RESPONSIBILITY (continued)
Initiative
Mechanism
Description Achievements to date Future Plans
Hydrogen Finding and
investing in
a hydrogen
generation
power plant
solution that
can replace
the natural gas
utilised in our
more energy
intensive
processing
activities.
Following extensive research with
the use of a wind and solar powered
electrolysis machine, hydrogen was
identified as a carbon free alternative
for our continuous gas burning
process. A bespoke first in class
solution was designed but following
two unsuccessful grant applications
the project is on hold due to it not
being commercially viable without the
support of Government.
Continue to seek alternatives to
operating a 1580 degree Celsius process
without the use of natural gas and / or
obtain Government support for a green
hydrogen plant.
Offsetting Investing in
land suitable for
planting trees
to offset the CO
2
that is generated
from activities
that cannot be
removed by
the above three
mechanisms.
Recognising that the Group cannot
fully eliminate its carbon footprint
through operational reductions alone,
a 1,180-acre site in Wales has been
acquired, with planning permission
secured to plant over 500,000 trees.
This afforestation project is expected to
generate approximately 120,000 tonnes
of CO₂ offset credits over the next fifty-
five years.
A contract has now been signed with
a specialist contractor to deliver the
planting over two phases, with the first
phase scheduled to begin in October
2025. The Group has also secured
grant funding to cover the majority of
costs associated with phase one of the
scheme.
The Group has now secured the grant
funding to support the second phase
of planting in which preparatory works
are presently underway in advance of
the forthcoming planting season.
The planting scheme in its entirety is
expected to be executed by the close
of March 2027.
In parallel, we continue to monitor
developments in the carbon pricing
market, including the evolving UK
carbon tax regime and Carbon Border
Adjustment Mechanism (CBAM)
requirements, to support the strategic
value and compliance role of our
offsetting initiatives.
3rd Party
Emissions
(Scope 3
emissions)
Take strategic
steps to reduce
Scope 3
emissions that
are produced
not by the
Company itself
but by those
indirectly
responsible
within its value
chain.
During the year the Group continued
working with Axiom to improve the
understanding and reporting of Scope
3 emissions. This includes completion
of the Group’s first upstream spend-
based Scope 3 assessment covering
the principal upstream categories
for the UK operations, together with
detailed product carbon footprint
analysis for selected Soluform products
and comparison against competing
alternatives.
During the next reporting period the
Group intends to improve both the
quality and consistency of Scope 3
reporting through:
• enhanced reporting templates
across all UK operations;
• improved supplier engagement to
obtain primary emissions data from
major suppliers;
• further automation of data
submission processes;
• packaging recyclability assessments
across the Refractory businesses;
and
• continued development of
downstream Scope 3 reporting for
Categories 9 to 12.
These initiatives are expected to
improve the overall accuracy and
usefulness of the Group’s Scope 3
emissions reporting.
Environment – Task Force on Climate-related Financial Disclosures (TCFD) : (continued)
21
CORPORATE SOCIAL RESPONSIBILITY (continued)
GROUP STRATEGIC REPORT
Environment – Task Force on Climate-related Financial Disclosures (TCFD) (continued)
During the year, the Group’s Scope 1 and Scope 2 emissions increased by approximately 15%, reflecting the
significant increase in production at Goodwin Steel Castings, the Group’s steel foundry. This increase was expected
given the substantially higher manufacturing activity during the year.
Despite this, the Group’s Scope 1 and Scope 2 emissions have remained broadly unchanged over the last five years,
whilst Group revenue has approximately doubled. This has been achieved through continued investment in energy
efficiency, renewable energy generation and process improvements across the Group.
This is reflected in the Group’s Carbon Intensity Ratio, the Board’s principal environmental KPI, which has improved
since April 2019, reducing from 149 tonnes to 54 tonnes of Scope 1 and Scope 2 emissions per £1 million of revenue.
This represents the strongest carbon intensity performance achieved by the Group to date and demonstrates the
success of the Group’s long-term investment in reducing emissions while supporting continued business growth.
The reason why we are only taking a fifty-five year view on the offsetting produced by the woodland project, despite
the fact that it will generate credits for one hundred years, is that by 2079 all electricity, used by the Group, will be
generated by green methods and all hydro carbon needed for very high temperature processing applications is
expected to have been converted to hydrogen, which will be generated using green electricity.
Governance
The Board has overall accountability for the management of all climate-related risks and opportunities, as well as
overseeing the implementation and monitoring of the Group’s environmental strategy. The Board regularly reviews
progress against its environmental objectives and investment programmes as these evolve. Day-to-day climate-
related responsibilities are coordinated by senior operational management, supported by functional leads across
sustainability, engineering and finance, who report to the Board on implementation progress.
Climate-related risk is addressed as a standalone agenda item and receives regular attention through updates
from individuals across the Group with designated climate-related responsibilities. These updates are provided
proactively as material matters and opportunities arise and are subsequently shared with the full Board to inform
decision-making.
Over the past year, the Board considered several key climate-related matters, including continued investment in
renewable energy generation, progress on the Group’s woodland afforestation project, energy pricing, the ongoing
development of Scope 3 emissions reporting and the proposed disposal of a significant part of the Mechanical
Engineering Division. The Board also considered the impact of the proposed disposal on the Group’s future emissions
profile and noted that the woodland afforestation project will remain in Goodwin PLC following completion of the
transaction.
The Group’s Audit Committee continues to support the Board by ensuring that climate-related issues are embedded
within the Group’s wider activities and risk management framework, as well as reviewing and recommending
relevant policy proposals for Board approval.
Risk Management
Climate-related risks continue to be monitored by both the Board and the Audit Committee and remain integrated
into the Group’s wider enterprise risk management framework.
Climate risks continue to be identified through a combination of operational experience, stakeholder engagement,
regulatory developments, industry benchmarking and scientific research before being assessed according to their
potential operational and financial impact.
The Board’s direct involvement with the operating businesses enables climate-related risks and opportunities to be
identified and assessed quickly as market conditions evolve.
Following the announcement of the proposed disposal, the Board also reviewed the climate risk profile of both
the businesses proposed for disposal and the continuing Goodwin PLC Group. Whilst the majority of the Group’s
current operational emissions relate to the businesses proposed for disposal, the continuing Group will retain
ownership of the woodland afforestation project together with responsibility for delivering the Group’s longer-
term carbon reduction strategy. Climate-related risks will therefore continue to form an integral part of the Group’s
strategic planning and risk management activities following completion of the proposed sale.
The Board continues to believe that climate change is unlikely to have a material adverse impact on the long-term
viability of the continuing Group, particularly given:
• the continued diversification of the Group’s end markets;
• strong cash generation;
• continued investment in renewable energy;
• the ability to recover inflationary energy costs through pricing mechanisms where appropriate;
• ownership of a significant long-term woodland carbon offset asset; and
• the continued development of lower carbon manufacturing processes.
22
GROUP STRATEGIC REPORT
Metrics and Targets
The Board expects reported Scope 1 and Scope 2 emissions for the year ended 30 April, 2026 to increase compared
with the prior year principally as a result of higher production activity at Goodwin Steel Castings, subject to the
proposed disposal. The increase reflects higher manufacturing output rather than a deterioration in operational
efficiency.
The Board continues to consider its carbon intensity ratio (tonnes of CO₂ emitted per £1 million of Group revenue)
to be the most meaningful environmental performance indicator, as it appropriately reflects both changes in pro-
duction volumes and the continuing improvements being achieved through investment in engineering efficiency,
renewable energy generation and process optimisation.
Over recent years, the Group has demonstrated that it can substantially reduce the carbon intensity of its operations
through targeted investment in engineering improvements, renewable energy generation and operational efficien-
cy. The Board has therefore decided to move away from a fixed long-term carbon neutrality target and instead
focus on delivering continued reductions in carbon emissions wherever these can be achieved in a practical and
commercially responsible manner. Following completion of the proposed disposal, the Board intends to review the
environmental strategy for the continuing Group and will provide an updated framework and objectives in next
year’s Annual Report.
Environment – Task Force on Climate-related Financial Disclosures (TCFD) : (continued)
CORPORATE SOCIAL RESPONSIBILITY (continued)
23
GROUP STRATEGIC REPORT
Environment – Task Force on Climate-related Financial Disclosures (TCFD) (continued)
Metrics and Targets (continued)
2026 Data
Alternative &
Renewable Energy Offset
Resulting Carbon
Neutral Goal
Tonnes of CO
2
Reported
Intensity (Tonnes per £1m Turnover)
Percentage of Forecast CO
2
20,000
16,000
12,000
8,000
4,000
0
125
100
75
50
25
0
Tonnes of CO
2
Reported
15,000
12,000
9,000
6,000
3,000
0
100
80
60
40
20
0
Woodland
Carbon
Neutral
0%
Scope 1:
Direct Emissions
Scope 2:
Indirect Emissions
Intensity
(CO2/£1m revenue)
108 72
10,174 8,811Scope 1 8,954
2022 2023 2024
5,214 4,440Scope 2 4,622
71
MWh
8,288
2025
4,869
60
Scope 1:
Direct Emissions
These are emissions that result from
company owned machinery, facilities
and vehicles
Scope 2:
Indirect Emissions
These are emissions associated with
the use of generated electricity from
offsite sources for activities within the
company sites.
Scope 2 emissions have been calculated
on a location basis.
86% of the emissions and MWh
consumed are related to UK operations
for the year ending 30th April 2026
69
%
31
%
28
%
Hydrogen
Technology
(Government Backed)
Solar &
Renewable
10,486
2026
4,688
54
72,740
Plant Efficiency & Working
Practice Improvements
7
%
53
%
16
%
24
%
67,738 59,285 60,314 55,126
10,174
5,214
8,811
8,954
4,440
4,622
8,288
4,869
10,486
4,688
Carbon Neutral target, whilst possible, is heavily dependent on our gas usage and the Government providing support
to industry to bridge the cost gap that will enable companies to invest in alternatives such as green hydrogen. Until
this occurs, the Group will not be able to reach its carbon neutral target as incurring the full cost that would be
involved would be unviable and not possible.
We calculate our GHG emissions using the GHG Protocol Corporate Accounting and Reporting Standard (revised
edition).
CORPORATE SOCIAL RESPONSIBILITY (continued)
24
CORPORATE SOCIAL RESPONSIBILITY (continued)
TCFD
Category
Potential Impact
Financial
Magnitude
Business Resilience
/ Readiness
Description
Scenario
**
Time
Frame*
Policy & Legal
Pricing of GHG
emissions
Risk: Direct requirement to pay carbon
taxes per tonne emitted.
<2°C
Short to
Medium
High but
reducing
with
carbon
neutral
activity
Ongoing - woodland
offset programme &
reduction activities.
Mitigated under
these scenarios by
the likely support
from Gov. of
Green Hydrogen
technology.
Higher
environmental
standards
Risk: Increasing building, operation and
transport standards leading increased
investment into equipment and higher
supply chain and material costs.
<2°C Short Medium Manage
Technology Shifts
Electrification
– growth in EV
transport
Opportunity: Increased sales of AVD for
use on lithium ion battery fires.
<2°C
Short to
Medium
High Monitor
Substitution of
technology
Opportunity: Transition high
temperature gas powered
manufacturing processes onto a green
alternative.
<2°C Medium Medium Monitor
End Demand
Transition
away from
fossil fuels
Risk: Reduced gross margin from sales
of valves to the oil and gas industry
>2°C Medium Low Manage
Increased
cost of raw
materials
Risk: Impact on the availability and
pricing of key raw materials due to
transitional and physical risks.
<2°C Medium Low Manage
Reputational
Cost of Capital
Risk: Access to the financial industry
and credit becomes tied to high levels
of sustainability performance.
>3°C Medium High
Balance and
Reduce Initiative
Employee Risk
Risk: Attracting the highest levels
of talent could be difficult due to
increasing concerns of working for a
carbon neutral company.
>3°C Long Low
Balance and
Reduce Initiative
Physical
Natural /
Extreme
Climate Events
Risk: Damage to physical assets and
loss of revenue
>3°C Medium High
Geographical
diversification
Insurance
Business Continuity
plans
Monitor
<2°C Long Low
Opportunity: Increased demand for
submersible pumps for disaster relief
>3°C Medium Low
<2°C Long Low
Environment – Task Force on Climate-related Financial Disclosures (TCFD) (continued)
* Short < 5 years Medium – up to 2035 Long – 2035-2050
Strategy
In accordance with the TCFD recommendations, the Group continues to assess the short, medium and long-term
financial implications of climate-related risks and opportunities and incorporates these into its strategic planning,
capital allocation and financial reporting processes. During the year the Board also considered the implications of
the strategic review to consider a range of potential options to maximise value for shareholders, whilst ensuring
continuity for all stakeholders, including customers and the long-term prosperity of its business. These options
include the sale of the Mechanical Engineering division. Whilst a substantial proportion of the Group’s current
operational emissions relate to those businesses, the continuing Goodwin PLC Group will retain ownership of
the afforestation project together with responsibility for delivering the Group’s wider carbon reduction strategy.
Climate-related risks continue to encompass both transition risks, including changing regulation, carbon pricing and
evolving customer expectations, and physical risks arising from climate change. The Board continues to believe that
investment in energy efficiency, renewable generation, manufacturing innovation and long-term carbon offsetting
provides an appropriate strategic response to those risks.
The following table outlines the current short, medium and long-term climate-related risks and opportunities
identified by the Group, and how they are incorporated into our strategic planning and financial risk management
processes:
GROUP STRATEGIC REPORT
25
Environment – Task Force on Climate-related Financial Disclosures (TCFD) (continued)
Strategy
** Scenarios:
Scenario analysis showed that under a <2°C transition pathway, energy costs could rise by up to 40%, with carbon
pricing potentially posing a material risk to gas-intensive operations. In response, the Group has continued to enter
into long-term energy price agreements to manage cost volatility and protect profitability, while also benefitting
from the significant renewable investments already made to date. Under such a scenario grant funding for Hydrogen
projects is likely, which would enable the Group to meet its net zero target. Under a >3°C scenario, rising physical
risks have reinforced our focus on operational diversification and continuity planning. Carbon credits from the
Group’s woodland project are expected to offset potential future costs if carbon pricing is extended to individual
emitters.
For assessing the two scenarios and the impact of climate change on our business, we have completed in-house
assessments. The inputs included reviews of our product groups and our manufacturing sites. It was carried out
by the Board and senior management as well as having input from third party specialists as and when it has been
required. The source of the scenarios utilised has been a combination of publicly available ones that have been
developed by policy groups, which we have then adapted to be company specific. For further details on the business
resilience and the measures being taken to increase the Group’s resilience to the identified climate change risks,
see page 15. The measures include reducing consumption of power through process modifications, utilisation of
renewables and hydrogen, carbon offsetting via a woodland project and working with our value chain.
** Hot House World (>3°C)
This scenario reflects a fragmented world with limited international cooperation and weak climate ambition. It
assumes minimal progress on emissions reductions, resulting in a trajectory that leads to global temperature rises
exceeding 3ºC by the end of the century. Under this scenario, physical climate risks—such as extreme weather events,
heat stress, and sea level rise—intensify significantly. The Group uses this scenario to stress test the resilience of its
assets and operations to acute and chronic physical climate impacts in a high-warming environment. The scenario
assumptions are in line with IPCC SSP3-7.0.
** Sustainable Development (<2°C)
Aligned with the IEA Sustainable Development Scenario (SDS), this scenario assumes strong and coordinated global
climate action. It models a pathway consistent with limiting global temperature rise to well below 2ºC, including
widespread decarbonisation, rapid adoption of low-carbon technologies, and successful implementation of net zero
pledges. This scenario is used to assess transition risks and opportunities—such as shifts in policy, carbon pricing,
and market demand—and to evaluate the Group’s strategic and financial resilience in a low-carbon future.
FORWARD-LOOKING STATEMENTS
The Group Strategic Report contains forward-looking type statements and information based on current expectations,
and assumptions and forecasts made by the Group. These expectations and assumptions are subject to various
known and unknown risks, uncertainties and other factors, which could lead to substantial differences between the
actual future results, financial performance and the estimates and historical results given in this report. Many of these
factors are outside the Group’s control. The Group accepts no liability to publicly revise or update these forward-
looking statements or adjust them for future events or developments, whether as a result of new information, future
events or otherwise, except to the extent legally required.
The Group Strategic Report was approved by the Board on 27th August, 2026 and is signed on its behalf by:
CORPORATE SOCIAL RESPONSIBILITY (continued)
T. J. W. Goodwin
Director
M. S. Goodwin
Director
S. R. Goodwin
Director
GROUP STRATEGIC REPORT
26
DIRECTORS’ REPORTS
REPORT OF THE DIRECTORS
The Directors’ have pleasure in presenting their reports and audited financial statements for the year ended 30th
April, 2026.
The Directors’ have presented their Group Strategic Report on pages 3 to 23, which contains the Group’s Objectives,
Strategy and Business Model. The Group Strategic Report is intended to be an analysis of the development and
performance of Goodwin PLC and details the principal risks and uncertainties facing the Group and an indication
of likely future developments and the required statements under Statutory Instrument 2008/410 Schedule 7 of the
Companies Act 2006. The Chairman’s Statement is part of the Group Strategic Report and provides the financial
review, including the key performance indicators and future trends of the business. Also included in the Group
Strategic Report for the year are the Group’s Objectives, Strategy and Business Model on page 9, Principal Risks and
Uncertainties on pages 14 and 15, and the Corporate Social Responsibility Report on pages 14 to 15.
The Board considers that the Chairman’s Statement, the Group Strategic Report, the Directors’ Reports and the
Financial Statements, taken as a whole, in their opinion, are fair, balanced and understandable and that they provide
the information considered appropriate for shareholders to assess the Group’s position and performance during the
financial year and at the year end, and to assess the business model and strategy.
Proposed ordinary dividends
The Directors recommend that an ordinary dividend of 330 pence per share (2025: 280p, together with the special
interim dividend of 532 pence per share paid in November 2025, total distributions in respect of the prior year
amounted to 812 pence per share) be paid in full on 9th October, 2026 to shareholders on the register on 18th
September, 2026. The ordinary dividend is subject to the approval of the shareholders at the Annual General
Meeting on 7th October, 2026.
See comments on page 13 regarding the Dividend Policy.
Directors
The Directors of the Company who have served during the year are set out below.
M. S. Goodwin (Mechanical Divisional Managing Director)
S. R. Goodwin (Refractory Divisional Managing Director)
T. J. W. Goodwin (Chairman)
B. R. E. Goodwin
N. Brown
A. J. Deeth (Finance Director) - Appointed on the 28th October 2025
A. M. Thomas - Appointed on the 28th October 2025
J. E. Kelly (Non-Executive Director)
C. A. McNamara (Non-Executive Director)
The Chairman and the Divisional Managing Directors do not retire by rotation.
No Director has a service agreement with the Company, nor any direct beneficial interest in the share capital of any
subsidiary undertaking. The Chairman does not have any other significant external appointments.
Shareholdings
The Company has been notified that as at 19th August, 2026 the following had an interest in 3% or more of the
issued share capital of the Company:
M.S. Goodwin, S.R. Goodwin, T.J.W. Goodwin and B.R.E. Goodwin 3,755,161 shares (50.0%); these shares are
registered in the name of J. M. Securities (No. 3) Limited. J. H. Ridley 505,049 shares (6.73%), Interactive Lynchwood
Nominees Limited 289,368 shares (3.85%) and Rulegale Nominees Limited (JAMSCLT) 282,187 (3.76%).
In line with LR 9.2.2AD R (1), relating to Controlling Shareholders, the Company confirms that a written and legally
binding agreement is in place, and has complied with the independence provisions set out in LR 6.5.4 R.
The Company confirms that, as far as it is aware, the controlling shareholders have complied with the agreement.
Share capital
The Company’s issued share capital comprises a single class of share capital which is divided into ordinary shares
of 10p each. Information concerning the issued share capital in the Company is set out in note 26 to the financial
statements on page 96.
All of the Company’s shares are ranked equally and the rights and obligations attaching to the Company’s shares are
set out in the Company’s Articles of Association, copies of which can be obtained from Companies House in England
and Wales or by writing to the Company Secretary. The Directors of the Company do not have any on-going powers
in relation to the purchase of its own shares and there are no restrictions on the voting rights of shares and there
are no restrictions in their transfer other than:
• certain restrictions as may from time to time be imposed by laws and regulations (for example, insider trading
laws); and
• pursuant to the Market Abuse Regulation whereby Directors of the Company require approval to deal in the
Company’s shares.
Additionally, the Company is not aware of any agreements between shareholders of the Company that may result
in restrictions on the transfer of ordinary shares or voting rights.
Research and development
Significant investment in research and development remains a strategic priority for the Group. During the year,
the principal focus was the continued development of Duvelco’s proprietary polyimide technology, including
further enhancements to material performance and manufacturing capability. Continued development of the X-SIL
27
product range focused on refinements to formulations, mixing characteristics and casting performance, enabling
customers to achieve more consistent processing, improved casting quality and greater reliability in the finished
product. Alongside this, Goodwin Steel Castings continued to invest in metallurgical and manufacturing process
development, with research focused on improving casting quality, production efficiency and material performance.
The Group believes that sustained investment in innovation remains fundamental to maintaining its technological
leadership and supporting long-term value creation.
Change in control and Substantial Sale
The Group’s committed loan facilities include a change of control and substantial sale clauses, which state that a
change of control of the parent Company, or the sale of all or substantially all of the assets of the Group, will be
classed as an event of default and would enable the providers at their discretion to withdraw the facilities. The Board
is in discussions with the current lenders to provide loan facilities for the continuing operations.
Stakeholders relations
All shareholders are encouraged to participate in the Company’s Annual General Meeting. No shareholder meetings
have been called to discuss any business other than ordinary business at the Annual General Meeting.
The Board complies with the recommendations of the UK Corporate Governance Code that the notice of the Annual
General Meeting and related papers should be sent to shareholders at least twenty working days before the meeting.
The Directors attend the Annual General Meeting. The Chairman and other members of the Board and the Chair
of the Audit Committee and Audit Committee members will be available to answer questions at the forthcoming
Annual General Meeting. In addition, proxy votes will be counted and the results announced after any vote on a
show of hands.
The Chairman ensures that the views of shareholders are communicated to the Board as a whole, ensuring that
Directors develop an understanding of the views of shareholders. Any individual requests for information from
shareholders are dealt with by the Chairman, and where any such requests are subject to restraint in that where any
disclosure would give rise to share price sensitive information, then the requests would be declined, or referred to
the Board for release to all shareholders through the Stock Exchange RNS.
Engagement with the Group’s suppliers, customers and other stakeholders can be found within the Strategic Report
on pages 16 to 18.
Going concern
The Directors, after having reviewed the Group forecasts and possible challenges that may occur over the short
to medium term, are confident that the Group has adequate resources to continue to operate for at least twelve
months from the date that these financial statements are approved and have continued to adopt the going concern
principle in preparing these financial statements.
As at 30th April, 2026, the Group’s gearing ratio stood at 22.4% (2025: 9.9%), which is due to an increase in the
Group’s working capital by £15.9 million due to the significant increase in trading activity of the Group (29%) against
a shareholders’ net worth of £131 million (2025: £138 million). The retained reserves of the Group and increased
headroom in lender facilities put it in a strong position to deal with any material unforeseen adverse issues that may
occur and have an impact on the Group’s operations.
As part of the going concern process, the Group forecasts are stress tested by being subject to a number of severe
but conceivable financial challenges to ensure that the Group finances remain robust throughout the period being
tested. The stress test model begins with the Group forecasts, that have been consolidated from the individual
forecasts generated by the Directors of each of the subsidiaries and reflects their specific knowledge of their
business and the markets, within which they operate, to ensure that the forecasts that they produce reflect the
market conditions, the business strategy and expected outlook. Each of these subsidiary level forecasts is then
reviewed, challenged and approved by the relevant Divisional Managing Director, who is immersed in each of these
businesses to such an extent that they know and understand each of their markets. As the Group is so diverse, with
three divisions in different sectors and multiple products within each division, several stress test events are used to
reduce the pre-tax profit forecasts by reducing revenues and consequently the pre-tax profit. Due to this diversity,
it is feasible that one or two events could take place, but it is highly improbable that all the stress test events would
occur at the same time. The stress tests implemented reduced revenues and consequently pre-tax profits, which
for these stress tests implemented reduced pre-tax profit by a combined amount of 66%, without reducing the
discretionary capital expenditure programme, maintaining overheads at their current expected levels, maintaining
the dividend policy and utilising the finance facilities at the same amounts that will be in place twelve months from
the signing of these accounts. The results of the stress test modelling did not highlight any going concern issues,
breaches of covenants, need to reduce the discretionary capital expenditure, make any changes to overheads,
reduce or cancel the payment of a dividend or the requirement for any further financing facilities in addition to those
currently in place at year-end.
Whilst our carrying values of trade debtors and contract assets are significant, we see little risk here in terms of
recovery due to the quality of the customers that the Group contracts with. Where possible, we use credit insurance
for the majority of our trade debtors and our pre-credit risk (work in progress), and for significant contracts, where
credit insurance is not available, we ensure, where possible, that those contracts are backed by letters of credit or
cash positive milestone payments.
As discussed elsewhere within these accounts, the Mechanical Engineering Division’s order book remains high and
the Refractory Engineering Division continues to be buoyant, and the Technological Division is still in its infancy but
has significant potential.
REPORT OF THE DIRECTORS (continued)
DIRECTORS’ REPORTS
28
The Board of Directors announced that it has commenced a strategic review to consider a range of potential options
to maximise value for shareholders whilst ensuring continuity for all stakeholders, including customers and the long
term prosperity of its business. These options include the sale of the Mechanical Engineering Division, which includes
Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat Group and the Pump Division.
Despite this, the Directors are confident that, whether this potential sale happens or not, that the Group and Company
will have sufficient funds to continue to meet their liabilities as they fall due for at least twelve months from the date of
approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Viability Statement
In accordance with Provision 31 of the UK Corporate Governance Code the Directors have assessed the Group’s
viability over a three year period to 30th April, 2029.
While the Board has no reason to believe that the Group will not be viable over a longer period, the Board believes
that a three year review period is prudent, and provides the readers of the report with a degree of confidence of the
longer viability of the Group.
In addition to the going concern review process, the Board has considered the impact of several possible adverse
events over an extended period (two more years, taking the total review period to 30th April, 2028), where it has
predicted a severe reduction in the pre-tax profit forecasts for each year. These extended possible adverse event
scenarios, using the same logic as outlined in the stress model within the going concern review section, have been
modelled by reducing revenues each year that consequently reduce pre-tax profits by an average amount of 62% each
year from the base case forecast. The Board did see that the extended stress testing modelling would require lower
capital expenditure than under non stress test circumstances over three years, but they did not foresee any reductions
in either the Group overheads or a change in the dividend policy, which both could be reduced to offset an extended
downturn in pre-tax profits, if required. The results of the stress testing showed that the Group did not breach any
of its banking covenants and has sufficient financing facilities in place to deal with these extended adverse events
and, given that the majority of the capital expenditure policy is discretionary, the amounts included could be reduced
further and there could be a review of both the overheads and dividend policy which could be changed accordingly.
Further resilience is obtained from the diversification of the Group, as explained in more detail within the Going
Concern commentary.
The workload within the Mechanical Engineering Division remains high and this is underpinning the performance in
the short to medium term. The Refractory Engineering Division remains buoyant in its core traditional sectors as well
as having additional newer products, that are gaining traction within their market sectors. The Technological Division
is in its infancy, but there is significant potential for growth in the specialist polyimide market.
The Board of Directors announced that it has commenced a strategic review to consider a range of potential options
to maximise value for shareholders whilst ensuring continuity for all stakeholders, including customers and the long
term prosperity of its business. These options include the sale of the Mechanical Engineering Division, which includes
Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat Group and the Pump Division.
Despite this, the Directors are able to confirm, no matter whether this potential sale happens or not, that they have
a reasonably confident expectation that the Group will be able to continue in its operations and remain financially
viable over this extended period to 30th April, 2029.
Corporate governance statement
The Company’s Corporate Governance Statement is set out on pages 29 to 32 and forms part of the Directors’ Report.
Financial Risk Management
The Group has in place risk management policies that seek to limit the adverse effects on the financial performance
of the Group by using various instruments and techniques, further details can be found within note 28 on page 102.
Subsequent events
The Board of Directors announced that it commenced a strategic review during the year to consider a range of
potential options to maximise value for shareholders whilst ensuring continuity for all stakeholders, including
customers and the long-term prosperity of its business. These options include the sale of the Mechanical Engineering
Division, which includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat Group
and the Pump Division.
After the balance sheet date an ordinary dividend of 330p per qualifying ordinary share was proposed by the Directors
(2025: Ordinary dividend of 280p, together with the special interim dividend of 532 pence per share paid in November
2025, total distributions in respect of the prior year amounted to 812 pence per share).
Auditor
In accordance with Section 489 of the Companies Act 2006 and the recommendation of the Board of Directors, a
resolution is to be proposed at the Annual General Meeting for the re-appointment of RSM UK Audit LLP as auditor
of the Company.
Approved by the Board of Directors and signed on its behalf by:
T. J. W. Goodwin 27th August 2026
Chairman
DIRECTORS’ REPORTS
REPORT OF THE DIRECTORS (continued)
Going concern (continued)
29
CORPORATE GOVERNANCE REPORT
DIRECTORS’ REPORTS
Introduction
Governance is led by the Group Chair and Board, who are collectively responsible for setting the Company’s strategy
to deliver long-term value to shareholders and the wider stakeholders. The Board sets the Group’s culture and values
and is responsible for the stewardship of the Company’s business to the shareholders and wider stakeholders.
The Board comprises seven Executive Directors and two independent Non-Executive Directors (NEDs) Mrs. J.E. Kelly
and Ms. C.A. McNamara.
The Audit Committee comprises Mrs J.E. Kelly (Chair), Mr T.J.W. Goodwin (Chairman and Executive Director) and
Ms C.A. McNamara (Independent Non-Executive Director). A majority of the Committee’s members are independent
Non-Executive Directors, ensuring the Committee operates in accordance with the Group’s governance framework
and recognised best practice.
The Board and the Audit Committee fulfil the roles required for effective corporate governance and the Board
considers that it has the right governance in place to execute its strategy to achieve its objectives.
The Board has always felt that it should be recognised that what may be appropriate for the larger company may
not necessarily be so for the smaller company, a point raised previously in the Cadbury Code of Best Practice. Whilst
conscious of its non-compliance with certain aspects of the Code as detailed below, we do not believe that at this
stage in the Group’s development and circumstances it is appropriate to change its own operational or governance
structure with the sole objective of achieving compliance with the revised Code given that the Board’s current
corporate governance strategy has been accepted by a large majority of its shareholders. The Group’s governance
structure, as set out below, is a structured system of rules and practices that shapes how the Company operates,
whilst also remaining dynamic, in addition to providing the Board the necessary oversight to review its progress
against its strategic plan.
Compliance statement under the UK Corporate Governance Code 2024
The Company is required to report on compliance throughout the year. In relation to all of the Provisions except
those mentioned below, the Company complied throughout the year.
As noted in the introduction above, the Group does not comply with aspects of the Code’s requirements under
Provisions 11 and 12 and Provision 13 in terms of having a Senior Independent Director as the majority of the Board
are Executive Directors and the composition of the Board is determined by the Board as a whole. The Group does
not have a Remuneration Committee or a Nominations Committee as required under Provisions 17, 23, 32, 33,
and 41. Contrary to Provision 36, the Company does not have a formal policy for post-employment shareholding
requirements as it does not have any unvested or un-exercised vested share options in existence.
Our Remuneration Policy is described on pages 38 and 39. There are no malus or clawback provisions contrary to
Provisions 37 and 38, as any increases or bonuses awarded to Directors or the general workforce are discretionary,
and the Board may override formulaic outcomes where appropriate. Directors’ notice periods are no more than
one year and compensation should reflect performance in compliance with Provision 40. The roles of the Chairman
in running the Board and the Managing Directors in running the Group’s businesses are well understood. It is
not considered necessary to have written job descriptions. This is contrary to Provision 14. In the best interests
of the Company it has been concluded that an independent Chairman is not necessary when considered with the
Company’s investor profile, thereby the Company does not comply with Provision 9 of the Code.
The Chairman and Managing Directors do not retire by rotation, therefore maintaining continuity of expertise which
is contrary to Provision 18 of the Code and as required by Provision 7, the Board has a conflicts of interest policy
which includes a procedure for disclosure and review of any potential conflicts and, if appropriate, approval by the
Board. The shareholding of the Executive Directors is not considered a conflict in interests due to their contribution
to the long-term sustainable success of the Group being aligned with its other shareholders. For reasons as set out
on the following pages within the Corporate Governance Report the Company is not compliant with Provisions, 19
and 22.
The code is available to view on the website of the Financial Reporting Council at www.frc.org.uk
30
The Chairman and Managing Directors do not retire by rotation. With this exception, all Directors retire at the first
Annual General Meeting after their initial appointment and then by rotation at least every three years, which is
contrary to Provision 18 of the Code.
The Board retains full responsibility for the direction and control of the Group and continually monitors and assesses
the culture to ensure that it is aligned with the Group’s purpose, values and strategy. With the culture of the Group
being well established there have not been any specific actions taken in the year other than continuing to lead by
example and encouraging open communication, transparency and respect. Whilst there is no formal schedule of
matters reserved for the Board, all acquisitions and disposals of assets, investments and material capital-related
projects are, as a matter of course, specifically reserved for Board decision, but referred to the Audit Committee for
comment.
The Board meets regularly to discuss corporate strategy; to formulate and monitor the progress of business plans
for all subsidiaries and to identify, evaluate and manage the business risks faced. The management philosophy of
the Group is to operate its subsidiaries on an autonomous basis, subject to overall supervision and evaluation by
the Board, with formally defined areas of responsibility and delegation of authority. The Group has formal lines
of reporting in place with subsidiary management meeting with the Board on a regular basis. Regular informal
meetings are also held to enable all members of the Board to discuss relevant issues with local management
and staff at the business units. This is in addition to the flat structure in place and the hands-on approach of the
Directors, which is how the Board continually assesses emerging risks. Following the identification of an emerging
risk the Board dynamically sets out a plan and typically appoints an individual with the necessary skill set, whether
they be internal or external, to either manage or mitigate the risk.
The Audit Committee
The Audit Committee during the year was made up of the following: Mrs J.E. Kelly (Chair), Mr T.J.W. Goodwin
(Chairman and Executive Director) and Ms C.A. McNamara (Independent Non-Executive Director). A majority of the
Committee’s members are independent Non-Executive Directors, ensuring the Committee operates in accordance
with the Group’s governance framework and recognised best practice and the Audit Committee reports to the Board.
The Audit Committee has met formally six times since the issue of the Annual Report for the year ended 30th April,
2025, with all members attending each meeting. The responsibility of the Audit Committee is explained in the Audit
Committee Report on pages 33 to 37. The Audit Committee takes into account the Company’s corporate Mission
Statement, Objectives and Strategy, and reviews investor correspondence and comments, regulatory changes,
current issues and market trends. The Audit Committee uses expert opinion where considered appropriate.
Board Performance Review
The Divisional Managing Directors and Chairman address the development, composition, diversity and training
needs of the Board as a whole, contrary to Provision 21. A review of the effectiveness and performance of the Board
and the Directors of subsidiaries has been carried out by the Managing Directors and Chairman by way of personal
discussions and individual performance evaluation. As the Managing Directors and the Chairman are executive
Directors, which in addition to there not being defined performance obligations that individuals are assessed
against, the Group does not comply with Provision 13 of the UK Corporate Governance Code. Furthermore, as
the Chair does not individually assess and or act on the results of the evaluation, the Group does not comply with
Provision 21 and 22. The Board recognises the importance of its composition and diversity and remains committed
to suitable corporate governance and believes that a wide range of knowledge, skills and experience are among
the essential drivers to long-term success. We continue to evaluate the composition of the Board and recognise the
value that non-executives typically offer, by ensuring that the Board is acting in the best interests of the Company.
The Board considers the value offered in this circumstance is significantly less as the Executive Directors, who form
part of the controlling concert party, are, in essence, custodians of the business, resulting in their interests being
the long-term growth and success of the business. Furthermore, the Board would lose its dynamic management of
the business that over the history of the Group has enabled it to vastly outperform the FTSE 100 and FTSE 250, see
page 36 for details. Additionally, when consideration is also given to the recommended tenure of NEDs, the benefit
of NEDs is initially limited by the fact that it takes a significant amount of time to understand the vastly diverse
and extremely technical products that the Group supplies. Whilst Mrs J. E. Kelly has held the role since 2015, the
Board does not consider her independence to be impaired as she has never been an employee of the Company,
DIRECTORS’ REPORTS
The Board
During the year, the Board met formally eleven times, and details of attendees at these meetings are set out below:
M. S. Goodwin ... ... ... ... ... 7 out of 9 attended
S. R. Goodwin ... ... ... ... ... 7 out of 9 attended
T. J. W. Goodwin ... ... ... ... ... 7 out of 9 attended
B. R. E. Goodwin ... ... ... ... ... 7 out of 9 attended
N. Brown ... ... ... ... ... ... 9 out of 9 attended
A. J. Deeth ... ... ... ... ... ... 4 out of 4 attended (appointed 28th October, 2025)
A. M. Thomas ... ... ... ... ... 4 out of 4 attended (appointed 28th October, 2025)
J. E. Kelly ... ... ... ... ... ... 9 out of 9 attended
C. A. McNamara ... ... ... ... ... 8 out of 9 attended
CORPORATE GOVERNANCE REPORT (continued)
31
CORPORATE GOVERNANCE REPORT (continued)
DIRECTORS’ REPORTS
does not have and has not had any material links or relationships with the Company, does not own or represent
any shareholding in the Company. Independent oversight and robust challenge continue to be preserved, with the
recent appointment of an additional Non-Executive Director further strengthening the Board’s governance structure.
The structure of the Board and its Audit Committee brings balance, astute guidance and deep understanding of the
business at both operational and Board level.
All Directors have reasonable access to the Company Secretary and to independent professional advice at the
Company’s expense. The Company carries indemnity insurance on behalf of its Directors.
External audit
The external auditor is appointed annually at the Annual General Meeting. The Board, following review and
recommendations received from the Audit Committee, considers the appointment of the auditor, and assesses on
an annual basis the qualification, expertise, cost and objectivity of the external auditor. The auditor’s independence
is safeguarded by the Group following its policy and procedure on non-audit services. The policy recognises
that certain material or highly sensitive non-audit services may not be carried out by the external auditor, such
as valuations or advisory services. In addition to the auditor having their own policies and checks, the Audit
Committee monitors the level of non-audit services provided to the Group by the external auditor to ensure that
their independence is not compromised.
The effectiveness of the external audit is assessed annually, following completion of the audit. Following discussions
with all parties involved in the audit on an operational level, the Board discusses the efficiency and performance of
the overall audit. This is then discussed with the Audit Committee, which evaluates the effectiveness of the audit
process. Any suggested improvements in audit processes from the prior year are reported back to the Board and the
audit partner so that they can be taken into account when planning the audit for the following year.
Disclosure of information to auditor
The Directors who held office at the date of approval of this Corporate Governance Report confirm that, so far as
they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and each
Director has taken all the steps that he or she ought to have taken as a Director to make himself or herself aware of
any relevant audit information and to establish that the Company’s auditor is aware of that information.
Internal control and risk management
The Board has overall responsibility for the Group’s systems of internal controls and risk management which are
designed to manage rather than eliminate risk and provide reasonable reassurance against material misstatement
or loss.
The Board has primary responsibility for controlling: operational risks; financial risks including funding and capital
spend; compliance risks; and political risks. The Audit Committee has been delegated responsibility for reviewing
corporate reporting, financial risk management and to regularly review the effectiveness of the Group’s internal
controls together with consideration of any reports from the external auditor. The Audit Committee Report is on
pages 31 to 33. Except as noted within this Corporate Governance Report, the Board confirms that the internal
control systems comply with the UK Corporate Governance Code.
The Group’s main systems of internal controls include all the key aspects of a robust internal control framework,
which includes reviews, reconciliations and segregations of duties, risk assessment as articulated and detailed in this
report, together with focused financial and business information and effective communication. This encompasses
regular visits and discussions between Board Directors and subsidiary management, in-house General Counsel,
Health and Safety Committee and the Group Internal Auditor, on all aspects of the business and monitoring, which
incorporates financial reporting, risk reporting and compliance reporting. This is performed through monthly,
detailed management reporting and periodic in-depth reviews by business managers. In addition, there is Board
representation with Goodwin PLC Directors on the boards of the subsidiaries. Any concerns are reported to the
members of the Audit Committee and to the Board. The Group has regular reviews of its risk register, business
continuity programmes and its insurance programmes. These procedures endeavour to ensure compliance with
the FRC publication ‘Risk Management, Internal Control and Related Financial and Business Reporting’. The Board
considers that the close involvement of its management and Board Directors in all areas and through effective
delegation of authorities a key pillar of its effective control over its financial and business risks system, by providing
an ongoing process for identifying, evaluating and managing the principal risks faced by the Group. In particular,
authority is limited to Board Directors in key risk areas such as treasury management, capital expenditure and
other investment decisions. The internal controls in relation to financial reporting include separation of functions,
planning and performance reporting. Financial targets are set annually and are monitored on a monthly basis at
an individual and at a consolidated level through the use of reports that typically include income statement and
balance sheet data, in addition to key indicators relevant to each business or division.
The close involvement of the Board in the day-to-day operations through its business managers ensures that the
Board has the financial and non-financial controls under constant review and so it is not currently considered that
formal Board reviews of these controls would provide any additional benefit in terms of the effectiveness of the
Group’s internal control systems. This is contrary to Provision 29 of the UK Corporate Governance Code.
Board Performance Review (continued)
32
DIRECTORS’ REPORTS
CORPORATE GOVERNANCE REPORT (continued)
Internal control and risk management (continued)
The Board recognises the importance of an effective internal audit function to assist with the management and
review of internal controls and business risk. The Group’s internal auditor continues to make good progress
reviewing internal controls, procedures and accounting systems, and, despite video conferencing improving the
level of coverage, it is a fact of life that the best results of internal audit are achieved by site visits. The Board of
Directors and Senior Management will continue to have close involvement on a day-to-day operational basis and
the scope and results of internal audit work to be performed will be kept under review in the coming year.
The Board considers that certain functions are best carried out by independent external bodies with specific
expertise, who then report to the Board directly or through the Audit Committee.
The Board confirms that it has not been advised of any material failures or weaknesses in the Group’s internal
control systems.
Approved by the Board of Directors and signed on its behalf by:
T. J. W. Goodwin 27th August 2026
Chairman
33
DIRECTORS’ REPORTS
The key role of the Audit Committee is to provide confidence in the integrity of the Group’s financial risk management,
Internal financial controls and corporate reporting. The Audit Committee, as empowered by the Group’s Board of
Directors, has responsibility for:
1. Reviewing and checking the Group’s full year and half year Accounts and the Annual Report, as presented to the
Audit Committee and monitoring the integrity of the financial statements.
2. Reviewing the Group’s financial controls and risk management systems and commenting on whether they are
relevant and effective.
3. Making recommendations to the Group’s Board of Directors on the appointment and remuneration of the
Group’s external auditor; ensuring the independence and objectivity of the auditor; assessing the effectiveness
of the audit process; considering whether the Group receives value for money from the audit; and monitoring
the provision of non-audit services by the auditor.
4. Reviewing the scope of work for the internal audit function, considering the resultant reports and monitoring the
implementation of agreed recommendations.
5. Reviewing significant accounting estimates and judgements relating to the financial statements with the external
auditor and members of the Board, and providing advice on whether the Annual Report and accounts as a whole
are fair, balanced and understandable in providing the information necessary for shareholders to assess the
Company’s position and performance, business model and strategy.
6. Reviewing the Group’s whistle-blowing arrangements and considering the findings of any investigations
undertaken under those arrangements.
The Audit Committee reports to the Board on how it has discharged its responsibilities.
The Audit Committee discharges each of its above responsibilities as follows:
1. Examining the integrity of the Group’s Annual Report and half year Interim Report:
The Chair of the Audit Committee is an independent Non-Executive Director. The other members of the
committee have a combined in-depth level of expertise in the Group’s typical products and markets or have vast
historical knowledge of the business and activities of the Group. This, together with their regular involvement
in reviewing the Group’s financial performance and accounts, provides the necessary level of financial review.
Regular meetings are held between members of the Audit Committee, Directors of Goodwin PLC and its
subsidiaries, General Managers and Senior Management of the UK subsidiaries. Members of the Audit
Committee are involved in regular discussions with the Directors, General Managers and Senior Management of
each subsidiary, during which the positions taken on subjective financial matters are discussed. Any areas where
the Audit Committee feels that the positions taken within any particular subsidiary are either inappropriate or
merit further review are discussed with the Board of Directors of Goodwin PLC.
For the half year Interim Report, the Audit Committee reviews the financial and non-financial content, including
the Chairman’s Statement, and reviews the financial statements and qualitative notes of the financial statements,
to help ensure that they are balanced, relevant, appropriately compliant with relevant accounting standards /
legislation, and are consistent and complete. The Audit Committee discusses with the Board of Directors its
views as to whether the half year Interim Report, taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess the Group’s half year performance. The figures in
the half year Interim Report are not audited, but the external auditor is given sight of these before publication.
For the full year Annual Report, the Audit Committee reviews the financial and non-financial content of the
Group Strategic Report, including the Chairman’s Statement and Corporate Governance Report, and reviews the
financial statements and the qualitative notes to the financial statements to examine whether the content is fair,
balanced, relevant, understandable, appropriately compliant with relevant accounting standards and legislation,
and consistent and complete. The Audit Committee has discussed the full year Annual Report and its views with
the Group’s external auditor.
The Audit Committee confirmed to the Board that, in its opinion, the proposed Annual Report for the year ended
30th April, 2026 appropriately represents the Group’s trading position and, taken as a whole, is fair, balanced
and understandable and provides the information necessary for shareholders to assess the Group’s full year
performance, its position at the year end, and its objectives, strategy and business model.
2. Helping to ensure the Group carries effective and relevant financial and non-financial internal
controls and financial risk management systems:
To assess the effectiveness of systems for internal financial controls, financial reporting and financial risk
management, the Audit Committee reviews reports from Main Board Directors on the Group’s subsidiaries;
reports from the Group Finance Director; reports from General Managers of the Group’s subsidiaries; quarterly
financial reports; reports from internal and external audit; reports commissioned from independent external
consultants; and the Group’s risk register, business continuity programmes and levels of insurance, legal
reports and health and safety reports.
During the year, the Committee continued to review the design and operation of the Group’s material financial
controls and the processes through which those controls are evidenced, monitored and reported. This included
consideration of the Group’s preparations for the enhanced internal control requirements of the UK Corporate
AUDIT COMMITTEE REPORT
34
DIRECTORS’ REPORTS
Risk Management
The risk management framework provides a systematic process for the identification, assessment, review and
management of risk. This framework provides a bottom-up approach with a top-down review by Directors and
General Managers. When appropriate, the Audit Committee reviews the status of the principal risks and controls
and mitigating actions in place.
Financial risk
Financial risk has been reviewed, with particular consideration given to volatility in exchange rates, the potential
cost exchange hedging for forward long-term contracts, interest rate exposure and adequacy and tenure of the
Group’s banking facilities.
Regulatory compliance
The Audit Committee continues to monitor regulatory compliance, training and competency throughout the
Group.
Information Technology
During the year, the Audit Committee continued to monitor the risks affecting information security and the
steps being taken to minimise those risks. This included consideration of cyber security controls, the resilience
and recovery of key systems, employee awareness and the management of access to financial and operational
systems.
Whistle-blowing Procedures
The Group has a whistle-blowing policy in place whereby employees can report any suspected misconduct or
concerns, either anonymously on a dedicated telephone line, or to the Chairman, the Company Secretary or the
Chair of the Audit Committee.
Two whistle-blowing matters were reported during the year. Both matters were fully investigated, with the nature
of the concerns, the investigation process, the conclusions reached and any actions arising being reported to
and considered by the Audit Committee. Both investigations have been concluded and no matters remain
outstanding.
The Audit Committee considered whether the matters raised indicated any wider issues relating to the
Group’s culture, governance framework or internal control environment, and whether any changes to policies,
procedures or controls were appropriate. Having reviewed the findings, the Committee concluded that the
matters were isolated in nature and did not identify any broader deficiencies within the Group’s governance or
control framework.
The Audit Committee has confirmed to the Board that the Group’s whistle-blowing policy and procedures remain
appropriate and that matters raised under those procedures are properly investigated and reported.
The Audit Committee has confirmed its view to the Board that, in its opinion, the Group carries relevant internal
controls and risk management systems appropriate to minimise the perceived risks of the Group’s business.
3. The Group’s external auditor
RSM UK Audit LLP (“RSM”) was first appointed as the Group’s Auditor at the Company’s AGM in October 2020.
The audit was put out for tender in 2024 following the substantial increase in audit fees since RSM’s appointment.
As there are a limited number of audit firms suitable for auditing listed companies, the tender process resulted
in little or no reduction in cost after taking account of the cost and disruption associated with appointing and
initiating a new auditor.
Accordingly, subject to satisfactory completion of the current audit, the Audit Committee has recommended to
the Board that shareholders be asked to approve the re-appointment of RSM at the forthcoming Annual General
Meeting. In line with regulation, the audit will be put out to tender at least every ten years. Subject to the tender
not being brought forward, the Group will be required to re-tender the audit in the financial year 2034.
In addition to the auditor having its own policies and checks, to preserve objectivity and independence, the
Audit Committee maintains a policy that restricts the external auditor from carrying out non-audit services for
AUDIT COMMITTEE REPORT (continued)
Governance Code and the work required to support future Board declarations concerning the effectiveness of
the Group’s material controls.
The Committee reviewed the findings and recommendations arising from the external and internal audit
programmes and where required monitored the progress made by management in addressing the matters
identified.
The Committee recognises that the Group operates through a decentralised structure, with responsibility for
day-to-day controls residing with the management of each subsidiary. This is supported by regular financial
reporting, Group policies, delegated authorities, Board and management oversight, internal audit work and the
external audit process.
2026 Audit Committee Risk Programme
The terms of reference for the Audit Committee and how it discharges its duties have been presented to the
Board and ratified.
35
DIRECTORS’ REPORTS
the Group except in limited circumstances where the engagement is permitted under the applicable ethical
requirements, is clearly in the interests of the Group and has been approved in advance.
Throughout the year, the Audit Committee monitored the nature and value of any services provided by RSM
and its associated network firms. The Committee also considered all relationships between the Group and the
audit firm, the audit fee as a proportion of the overall fee income of the audit firm, whether the Group had
employed any former members of the external audit team and the safeguards applied by RSM to maintain its
independence.
RSM formally confirmed that, in its professional judgement, it and the persons able to influence the conduct
or outcome of the audit were independent within the meaning of the applicable regulatory and professional
requirements, including the Financial Reporting Council’s Ethical Standard.
The Audit Committee has met formally with RSM to discuss the full year Annual Report and has met and
discussed matters with the auditor throughout the audit process during the financial year being reported on.
The Audit Committee appraises the auditor’s effectiveness annually through its regular engagement with RSM
during the planning, fieldwork and reporting stages of the audit. In conducting its assessment, the Committee
considered:
• feedback from directors, senior managers and the Finance Director;
• the quality, clarity and scope of the external auditor’s plans and reports;
• whether the audit plan appropriately addressed the Group’s principal areas of financial reporting risk;
• RSM’s delivery and performance against the agreed timetable;
• the degree of professional scepticism and challenge demonstrated by the audit team;
• the technical competence, continuity, qualifications and performance of the audit team;
• the quality of communication between the audit team, management and the Audit Committee;
• RSM’s understanding of the Group’s operations, contractual arrangements, products and industry sectors;
• the auditor’s use of specialists and data analytics where appropriate; and
• the robustness with which the external auditor challenged management’s significant estimates and
judgements.
The Committee also considered the scope and coverage of the Group audit. RSM’s approach included full-scope
procedures over the principal UK trading entities and reporting from overseas component auditors, providing
audit coverage of 79% of the Group’s profit before tax and 81% of turnover.
Having considered these matters, the Audit Committee was satisfied with the effectiveness of the audit process
and the external auditor’s independence and objectivity.
4. Internal Audit
The scope of internal audit has been set by the Audit Committee and the results of the work performed have
been reviewed by the Committee.
The internal audit function operates a rotation policy that prioritises subsidiaries and areas of activity based on
materiality, the assessed level of risk, the results of previous reviews and the period since the subsidiary was
last reviewed. The programme seeks to provide appropriate coverage of Group subsidiaries over a rolling three-
year cycle, either through the Group Internal Auditor or through reviews undertaken by the respective Group
Managing Directors.
During the year, internal audit work included reviews of Thailand, India, Noreva, Easat, the Group’s pump
operations in Brazil and in South Africa.
The reviews considered, as appropriate, financial reporting and month-end controls; cash and banking controls;
purchasing, payment and delegated authority controls; revenue, contract and receivables controls; inventory
management and valuation; payroll and employee-related controls;access controls; legal and regulatory
compliance; the safeguarding of the Group’s assets; and progress against recommendations arising from
previous reviews.
No internal audit review identified a matter requiring a material adjustment to the Group’s financial statements.
Where opportunities to strengthen processes or the evidence supporting existing controls were identified,
agreed actions have either been completed or are being monitored through the Group’s follow-up process.
AUDIT COMMITTEE REPORT (continued)
36
DIRECTORS’ REPORTS
AUDIT COMMITTEE REPORT (continued)
The Committee remains satisfied that the internal audit programme is proportionate to the Group’s size,
complexity and decentralised structure. The programme will continue to evolve in response to changes in the
Group’s operations, emerging risks and the enhanced internal control expectations under the UK Corporate
Governance Code.
5. Accounting estimates and judgements relating to the Financial Statements
The Audit Committee reviewed what it considered to be the significant accounting estimates and judgement
areas within the Group Annual Report for the year ended 30th April, 2026 as detailed in Note 2 to the Financial
Statements.
Significant Accounting Judgements
The Committee reviewed the external auditor’s assessment of the areas presenting the greatest risk of material
misstatement. These included revenue recognition, management override of controls, the impairment and
viability of the Duvelco cash-generating unit, amortisation and depreciation of Duvelco assets, inventory
valuation, provisions, taxation, the valuation of the interest rate swap and the application of hedge accounting.
Revenue recognition
The Committee reviewed the judgements applied to contracts recognised over time, including the stage of
completion, forecast costs to complete, profitability, contract assets and liabilities, work in progress, and
provisions for loss-making contracts, warranty obligations and rectification costs. It also considered the
appropriateness of revenue recognised around the year end and reviewed management’s assessments against
actual trading and post year-end performance.
Duvelco impairment and asset lives
The Committee reviewed the impairment assessment for the Duvelco cash-generating unit, including forecast
revenues, margins, production volumes, cash flows and the key assumptions supporting the valuation. The
Committee also considered the commencement of depreciation and amortisation together with the useful
economic lives assigned to the related tangible and intangible assets.
Inventory, provisions and taxation
The Committee reviewed inventory valuation and provisioning, including slow-moving and obsolete stock,
together with material provisions relating to warranties, litigation, claims and taxation. In each case, the
Committee challenged the key assumptions, supporting evidence and adequacy of the related disclosures.
Discontinued operations and the viability of the remaining Group
During the year, the Committee reviewed the potential disposal of the Mechanical Engineering Division and the
resulting accounting and reporting implications.
The Committee considered management’s assessment of whether the relevant businesses met the requirements
for classification as held for sale and discontinued operations, together with the allocation of the associated
income, expenditure, assets, liabilities and cash flows between continuing and discontinued operations.
The Committee also reviewed the proposed accounting for transaction and separation costs, the recoverability
and valuation of the assets concerned, the treatment of intra-Group balances and transactions, and the adequacy
and clarity of the related disclosures in the Annual Report and Financial Statements.
In conjunction with the Board, the Committee considered the going concern and longer-term viability
assessments for the remaining Group following completion of the proposed disposal. This review included
the forecast profitability and cash generation of the continuing operations; the anticipated use of the disposal
proceeds, including the proposed payment of a substantial proportion of these proceeds to shareholders; the
level of retained cash and available facilities; the ongoing cost base of the remaining Group; and the funding
requirements of its development and growth businesses.
The Committee also considered downside scenarios, including delays to completion of the transaction, lower-
than-forecast trading performance, increased development expenditure and the potential for costs previously
supported by the disposed operations to remain within the continuing Group.
Having reviewed management’s forecasts, sensitivities and mitigating actions, the Committee was satisfied that
the assumptions adopted in the Board’s going concern and viability assessments were reasonable and that the
associated disclosures were appropriate.
The Audit Committee took account of the findings of RSM in relation to its external audit work for the year
and was satisfied that the estimates and judgements adopted by the Board were reasonable and appropriately
disclosed in the financial statements.
The composition of the Audit Committee was changed with effect from 30th April, 2025 so that the majority of its
members are independent, allowing the Group to comply with the UK Listing Rules as interpreted and mandated
by the Financial Conduct Authority.
37
DIRECTORS’ REPORTS
AUDIT COMMITTEE REPORT (continued)
Mrs J. E. Kelly continues as Chair of the Audit Committee and the Chairman and Executive Director, Mr T. J.
W. Goodwin, and Non-Executive Director, Ms C. A. McNamara also continue in their roles of Audit Committee
Members.
J. E. Kelly 27th August, 2026
Chair of the Audit Committee
38
DIRECTORS’ REPORTS
This report includes the Group’s Remuneration Policy for Directors and sets out the Annual Directors’ Remuneration
Report.
Group’s Remuneration Policy for Directors
The Group’s policy in respect of Directors’ remuneration is to provide individual packages which are determined
having due regard to the Group’s current and projected profitability, the employee’s specific areas of responsibility
and performance, their related knowledge and experience in the Group’s specific fields of operation, the external
labour market and their personal circumstances whereby a package to remunerate and motivate the individual so
as to best serve the Group is set. The policy is designed to be simple and naturally aligned with the performance
of the Group and its overall strategic objective of growing the long-term profitability of the Group in a sustainable
manner whilst delivering a fair return to its shareholders. Consideration is given to the financial and non-financial
performance of the individual and how they have performed on delivering against each of the Group’s strategy
points, and the Group’s culture, purpose and values.
Individual salaries are also indirectly linked up and down to the time allocated and perceived effort by the Director
to the Group’s business. Many Directors, as indeed employees, put in hours of work way beyond what could be
requested and such personal devotion to duty by a Director is rewarded without formulae. All Board members
have access to independent advice when they consider it appropriate. In forming its policy, consideration has been
given to the UK Corporate Governance Code best practice provisions on remuneration policy, service contracts and
compensation and has considered the remuneration levels of Directors of comparative companies.
The remuneration policy for other employees is broadly based on principles consistent with the policy for Directors.
Salary reviews take into account Group performance as well as subsidiary performance, local pay and market
conditions.
Directors are paid based on their level of activity within the Group, their knowledge and experience of the Group’s
activities or similar, the performance of the Group versus market opportunity whilst also considering the Director’s
personal circumstances and the salary needed to ensure continuity of employment. This in itself may result in
decreases or increases in a Director’s salary within any year as illustrated in the matrix below.
DIRECTORS’ REMUNERATION POLICY AND REPORT
Element of
Pay
Purpose and
Link to Strategy
Operation Maximum Performance
Targets
Changes for
2025 / 2026
Salary Reflects the Directors’
level of activity and
achievement within the
Group, their knowledge
and experience of the
Company’s activities
or similar, the
performance of the
Group versus market
opportunity, whilst
also considering the
salary needed to
ensure continuity of
employment.
Reviewed
annually at the
anniversary of
the previous
salary adjustment
for the individual
Director.
Generally in line
with inflation and
the wage / salary
increase awarded
to employees, but
this is not rigid.
The Group’s
performance,
good or bad,
may result in
the salary being
changed.
Directors set the
base increase in
salaries. For the
period May 2025
to April 2026 the
increase was
generally 2.87%.
Pensions All Executive Directors
are entitled to have 3%
added to their gross
remuneration which,
by nature of salary
sacrifice, is put into
a pension scheme
where they have direct
dealings with the
selected investment
fund provider.
Monthly
payments
Currently
3% of gross
remuneration
N/A No changes.
Other
benefits
Fully expensed car or
cash alternative, health
insurance or other
services.
N/A N/A N/A See details of
the Directors’
emoluments on
page 38.
Whilst being aware of the requirements to show in graph form the breakdown of base pay, bonus pay, pension and
long-term benefits, the Group is unable to comply with this requirement as Directors are not paid in accordance
with any specific performance criteria or KPIs.
We believe the above meets the requirement of Schedule 8, Companies Act 2006, regarding the changes in 2025 /
2026. The Policy and Report is signed by the Chairman and the Managing Directors.
39
DIRECTORS’ REPORTS
Group’s Remuneration Policy for Directors (continued)
In any company there are specific individual circumstances that on occasions will merit special treatment in a given
year for a Director either to keep or look after the person, indeed no different than we may do for an employee.
However, bearing in mind the performance of the Company over the past twenty years and more and that the
Directors’ salaries are anything but excessive versus the norm of other PLCs, this is the Board’s policy.
Total shareholder return (TSR) – unaudited
As is required by the UK Listing Rules, we show in graph form both the salary of the Managing Directors (CEO
equivalent) of Goodwin PLC and the TSR over the past ten years. The Group’s first Finance Director was appointed
in October 2025 (as noted on page 26). From the next financial year, the TSR graphs will incorporate also the annual
increase in the salary of the Group Finance Director.
Approval of the Company’s Directors’ Remuneration Policy
The Company put the Remuneration Policy to the vote at the Annual General Meeting on 1st October, 2025, when it
was passed by 98.89% of those who voted. The Company will be putting the Remuneration Policy to the vote again
in 2028, which is three years from the last vote, as is required by the UK Listing Rules.
For confidentiality and flexibility reasons, the Board policy is not to disclose exit / termination payments to Directors
but the policy is to remain within the law, to fairly compensate good leavers and minimise payments to bad leavers.
In the last ten years, the Company has managed to avoid paying any termination payments to bad leavers. It is,
however, Board policy to limit termination payments to a maximum of 100% of gross annual salary and, should
such an amount be exceeded, then it will be reported in the Annual Report giving the reason why.
The Company takes seriously its responsibility for ensuring a fair deal between employees, shareholders, customers
and the local community and maintaining an appropriate balance.
The Company does not use or pay any external advisers or consultants for remuneration or incentive policy.
Shareholder engagement is by nature of the Annual Report, the Annual General Meeting and the votes therein.
DIRECTORS’ REMUNERATION POLICY AND REPORT (continued)
40
DIRECTORS’ REPORTS
Annual Directors’ Remuneration Report
This report is submitted in accordance with the Directors’ Remuneration Report Regulations.
Consideration by the Directors of matters relating to Directors’ remuneration
The Company’s Remuneration Policy for Directors, including remuneration of its Non-Executives, is set by the Board
as a whole and is described in pages 38 to 39 therein. The Policy has been followed in the financial year to 30th April,
2026 and will be followed in the next financial year.
The Board of Directors are also the key management personnel as defined in IAS 24.
Service contracts
None of the Directors has a service contract. A Director may resign at any time by notice in writing to the Board. There
are no set minimum notice periods but all Directors other than the Chairman and Managing Directors are subject to
retirement by rotation and as employees also have notice periods in accordance with law. No compensation as of
right is payable to Directors on leaving office.
Relative importance of spend on pay
The table below shows shareholder distributions and total employee expenditure, and the percentage change in both:
DIRECTORS’ REMUNERATION POLICY AND REPORT (continued)
2026 2025
£’000 £’000 %
Dividends proposed and special interim
dividends paid in respect of the year (£’000) ... ... ... ... ... ... 64,733 21,027 207.9
Total employee costs (£’000) ... ... ... ... ... ... ... ... ... 72,667 62,307 16.6
Average employee numbers ... ... ... ... ... ... ... ... ... 1,296 1,253 3.4
Total employee costs, excluding the Managing Directors’ salaries, have increased by 16.8%. The majority of this
increase relates primarily to the increased activity levels and overtime paid within the individual factories.
Approval of the Company’s Annual Directors’ Remuneration Report
An ordinary resolution for the approval of the Annual Directors’ Remuneration Report will be put to shareholders at
the forthcoming Annual General Meeting. The Annual Directors’ Remuneration Report presented in the accounts to
30th April, 2025 was put to the shareholders at last year’s Annual General Meeting on 1st October, 2025. The Annual
Directors’ Remuneration Report was accepted with 98.89% of proxy votes cast in favour.
Total shareholder return (TSR) – unaudited
The following graphs compare the Group’s total shareholder return over the ten and twenty years ended 30th
April, 2026 with various FTSE indices. The graphs reflect the return for the total of continuing and discontinuing
operations. The graphs also show the change in the earnings of the previous Managing Director for the periods
up to 30th April, 2019. From 30th April 2019, the base earnings figure in the graphs is the amount earned by each
Managing Director.
Element of Pay
2022
£’000
2023
£’000
2024
£’000
2025
£’000
2026
£’000
Managing Directors’
base earnings
374 406 435 451 465
For reference, the TSR of Goodwin PLC versus the FTSE 100 and the FTSE 250 is shown below for not only the last
five but also the last ten years and the last twenty years. These figures reflect the return for the total of continuing
and discontinuing operations.
The following graphs have not been audited.
Goodwin FTSE 100 FTSE 350
TSR for last 5 years ... ... ... 349% 79% 68%
TSR for last 10 years ... ... ... 633% 143% 133%
TSR for last 20 years ... ... ... 2,965% 264% 269%
41
DIRECTORS’ REPORTS
Cumulative % Change
Total Shareholder Return (TSR)
10 Years ended 30th April 2026
700
600
500
400
300
200
100
0
-100
April 2025
April 2024
April 2023
April 2022
April 2021
April 2020
April 2019
April 2018
April 2017
April 2016
April 2026
Cumulative % Change
Total Shareholder Return (TSR)
20 Years ended 30th April 2026
3,000
2,500
2,000
1,500
1,000
500
0
-500
April 2026
April 2024
April 2022
April 2020
April 2018
April 2016
April 2014
April 2012
April 2010
April 2008
April 2006
Goodwin
FTSE 100
FTSE 350
Small Cap
Ind & Eng
MD Earnings
Goodwin
FTSE 100
FTSE 350
Small Cap
Ind & Eng
MD Earnings
Annual Directors’ Remuneration Report (continued)
DIRECTORS’ REMUNERATION POLICY AND REPORT (continued)
Cumulative % Change
Total Shareholder Return (TSR)
10 Years ended 30th April 2026
700
600
500
400
300
200
100
0
-100
April 2025
April 2024
April 2023
April 2022
April 2021
April 2020
April 2019
April 2018
April 2017
April 2016
April 2026
Cumulative % Change
Total Shareholder Return (TSR)
20 Years ended 30th April 2026
3,000
2,500
2,000
1,500
1,000
500
0
-500
April 2026
April 2024
April 2022
April 2020
April 2018
April 2016
April 2014
April 2012
April 2010
April 2008
April 2006
Goodwin
FTSE 100
FTSE 350
Small Cap
Ind & Eng
MD Earnings
Goodwin
FTSE 100
FTSE 350
Small Cap
Ind & Eng
MD Earnings
The increase in the Goodwin PLC share price since 2006
plus dividends re-invested would mean that £1.00 invested
in 2006 by 30th April, 2025 would be worth £30.65.
The increase in the share price since 2016 plus dividends
re-invested would mean that £1.00 invested in 2016 would at
30th April, 2026 be worth £7.33.
42
DIRECTORS’ REPORTS
Annual Directors’ Remuneration Report (continued)
The auditor is required to report on the following information contained in this section of the Annual Directors’
Remuneration Report.
Directors’ interests in the share capital of the Company as well as ex Directors – audited
The interests of the Directors in the share capital of the Company at the beginning and end of the financial year
were as follows:
Number of 10p ordinary shares
30th April
2026
30th April
2025
Beneficial
M. S. Goodwin ... ... ... ... ... ... ... ... 31,832 54,535
S. R. Goodwin ... ... ... ... ... ... ... ... 36,005 59,633
T. J. W. Goodwin ... ... ... ... ... ... ... ... 79,778 102,686
B. R. E. Goodwin ... ... ... ... ... ... ... ... 12,906 35,815
N. Brown ... ... ... ... ... ... ... ... 445 445
A. J. Deeth ... ... ... ... ... ... ... ... - -
A. M. Thomas ... ... ... ... ... ... ... ... 1,219-
J. W. Goodwin* ... ... ... ... ... ... ... ... 39,790 43,703
R. S. Goodwin* ... ... ... ... ... ... ... ... 13,659 14,716
M. S. Goodwin, S. R. Goodwin, T. J. W. Goodwin & B. R. E. Goodwin** 3,755,161 3,755,161
Non-Beneficial
J. W. Goodwin* and E. M. Goodwin 14,166 14,166
* J. W. Goodwin and R. S. Goodwin are ex-Directors of the Company and Audit Committee members until 30th
April, 2025.
** Held via J. M. Securities (No 3) Limited.
Details of individual emoluments and compensation – audited
Year ended 30th April, 2026
Single Total Figure Table Salary Benefits
in kind
Pension
contribu-
tions
£’000
Non-Exec
Director’s
fees
£’000
Total
£’000
M. S. Goodwin ... ... ... ... ... ... ... 458 7 - - 465
S. R. Goodwin ... ... ... ... ... ... ... 458 7 - - 465
T. J. W. Goodwin ... ... ... ... ... ... ... 329 6 - - 335
B. R. E. Goodwin ... ... ... ... ... ... ... 412 7 - - 419
N. Brown ... ... ... ... ... ... ... ... 326 15 6 - 347
A. J. Deeth (appointed 28th October, 2025) ... ... 154 1 4 159
A. M. Thomas (appointed 28th October, 2025) ... ... 131 1 4 136
J. E. Kelly ... ... ... ... ... ... ... ... - - - 89 89
C. A. McNamara ... ... ... ... ... ... ... - - - 56 56
Total ... ... ... ... ... ... ... ... 2,268 44 14 145 2,471
Benefits in kind consist of the provision of a fully expensed car, a cash alternative scheme, healthcare insurance or
other services.
The employer’s national insurance costs relating to the Directors’ remuneration amounted to £284,000 (2025:
£264,000).
DIRECTORS’ REMUNERATION POLICY AND REPORT (continued)
Year ended 30th April, 2025
Single Total Figure Table Salary Benefits
in kind
Pension
contribu-
tions
£’000
Non-Exec
Director’s
fees
£’000
Total
£’000
M. S. Goodwin ... ... ... ... ... ... ... 446 5 - - 451
S. R. Goodwin ... ... ... ... ... ... ... 446 5 - - 451
T. J. W. Goodwin ... ... ... ... ... ... ... 320 5 - - 325
B. R. E. Goodwin ... ... ... ... ... ... ... 401 5 - - 406
N. Brown ... ... ... ... ... ... ... ... 203 14 6 - 223
J. E. Kelly ... ... ... ... ... ... ... ... - - - 86 86
C. A. McNamara (appointed 2nd October, 2024) ... - - - 32 32
Total ... ... ... ... ... ... ... ... 1,816 34 6 118 1,974
43
DIRECTORS’ REPORTS
DIRECTORS’ REMUNERATION POLICY AND REPORT (continued)
Pay Ratio of Managing Directors
In accordance with the Pay Ratio Regulations we are disclosing the comparison of our Managing Directors’ pay with
that of our average UK employees. It is appropriate that the Managing Directors’ pay was used in the comparison
as we do not have what is generally known as a Chief Executive Officer.
For the year ended 30th April, 2026 the pay for both the Managing Directors in the Single Total Pay Figure table is
the same. If the figures are different in any subsequent year, the higher of the two figures will be used in the ratio
pay comparison section.
The tables below show our Managing Directors’ pay ratio at the 25th, median and 75th percentile of our UK
employees as at 30th April, 2026:
Financial Year Method 25th percentile
pay ratio
Median pay ratio 75th percentile
pay ratio
2026 ratios Option A 13:1 9:1 7:1
2025 ratios Option A 13:1 10:1 6:1
2024 ratios Option A 14:1 10:1 7:1
2023 ratios Option A 14:1 11:1 8:1
2022 ratios Option A 14:1 11:1 8:1
2021 ratios Option A 14:1 11:1 8:1
2020 ratios Option A 12:1 10:1 7:1
The 2026 pay ratio for the Managing Directors remains similar to the previous five years and significantly below the
average pay ratio for other companies in the FTSE 350.
Furthermore, there are currently no intentions to align the pay ratio of the Group’s Managing Directors with the
FTSE 350 average.
Notes:
1. Total pay has been calculated for each employee and, where applicable, prorated to calculate full-time equivalent
pay. It includes payments that are taxable plus any employer pension contributions.
2. We offer competitive and fair rates of pay for all our UK employees taking into account personal circumstances.
3. We have opted for Option A of the pay ratio regulations as this is the preferred option under the regulations and
also provides the most accurate data.
4. The above figures are based on the total pay as at 30th April, 2026.
Total pension entitlements – unaudited
In line with the Government’s requirements the Group administers a pension scheme for all UK employees including
Executive Directors. Under this Auto Enrolment Pension arrangement each Executive Director is entitled to have an
amount of 3% of gross remuneration paid into a pension scheme where they have direct dealings with the selected
investment fund provider. The employee also contributes a minimum of 4% of remuneration to their fund. The
pension contributions are to defined contribution pension schemes which are independent of the Company.
The Company has no obligations to make any payments in relation to pensions when a Director leaves service by
nature of removal from office, resignation or retirement.
The Annual Directors’ Remuneration Report was approved by the Board on 27th August, 2026 and is signed on its
behalf by:
Financial Year Managing Directors
£’000
25th percentile
pay £’000
Median pay
£’000
75th percentile
pay £’000
2026 Total Pay 465 37 51 67
2025 Total Pay 451 34 46 63
2024 Total Pay 435 32 42 59
2023 Total Pay 406 29 38 52
2022 Total Pay 374 27 34 48
2021 Total Pay 355 26 33 45
2020 Total Pay 333 26 33 45
T. J. W. Goodwin
Director
M. S. Goodwin
Director
S. R. Goodwin
Director
44
INDEPENDENT AUDITOR’S REPORT
The Directors are responsible for preparing the Strategic Report and the Report of the Directors’, the Directors’
Remuneration Report, the separate Corporate Governance Statement and the financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Group and Company financial statements for each financial year.
The Directors have elected under company law and are required under the UK Listing Rules of the Financial Conduct
Authority to prepare Group financial statements in accordance with UK-adopted International Accounting Standards.
The Directors have elected under company law to prepare the Company financial statements in accordance with
United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable
law).
The Group financial statements are required by law and UK-adopted International Accounting Standards to present
fairly the financial position and performance of the Group; the Companies Act 2006 provides in relation to such
financial statements that references in the relevant part of that Act to financial statements giving a true and fair view
are references to their achieving a fair presentation.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and the Company and of the profit and loss of the Group for
that period. In preparing each of the Group and Company financial statements, the Directors are required to:
a. select suitable accounting policies and then apply them consistently;
b. make judgements and estimates that are reasonable and prudent;
c. for the Group financial statements, state whether they have been prepared in accordance with UK-adopted
International Accounting Standards;
d. for the Company financial statements, state whether they have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting Practice; and
e. prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group
and the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Group and the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Group and the Company and enable them to ensure that the financial statements and the Directors’ Remuneration
Report comply with the Companies Act 2006. They are responsible for safeguarding the assets of the Group and the
Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE
ANNUAL REPORT AND THE FINANCIAL STATEMENTS
Directors’ statement pursuant to the Disclosure and Transparency Rules
Each of the Directors, whose names are listed on page 26, confirm that to the best of each person’s knowledge:
a. the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and
fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in
the consolidation taken as a whole; and
b. the Strategic Report contained in the Annual 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.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included
on the Goodwin PLC website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
T. J. W. Goodwin
Director
M. S. Goodwin
Director
S. R. Goodwin
Director
27th August, 2026
45
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR'S REPORT
48
INDEPENDENT AUDITOR'S REPORT
to the members of Goodwin PLC
Opinion
We have audited the financial statements of Goodwin PLC (the ‘parent Company’) and its subsidiaries (the ‘Group’) for
the year ended 30 April 2026 which comprise the Consolidated Statement of Profit and Loss, the Consolidated
Statement of Comprehensive Income, the Consolidated Balance Sheet, the Consolidated Statement of Changes in
Equity, the Consolidated Statement of Cash Flows, the Company Balance Sheet, the Company Statement of Changes in
Equity and notes to the financial statements, including significant accounting policies. The financial reporting
framework that has been applied in the preparation of the Group financial statements is applicable law and UK-
adopted International Accounting Standards. The financial reporting framework that has been applied in the
preparation of the parent Company financial statements is applicable law and United Kingdom Accounting Standards
including Financial Reporting Standard 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted
Accounting Practice).
In our opinion:
the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs
as at 30 April 2026 and of the Group’s profit for the year then ended;
the Group financial statements have been properly prepared in accordance with UK-adopted International
Accounting Standards;
the parent Company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We are independent of the Group and parent Company in accordance with
the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Summary of our audit approach
Key audit matters Group
Proposed sale of the Mechanical Division
Revenue recognition – revenue recognised over time and point in time
Carrying Value of the Duvelco cash generating unit (CGU)
Parent Company
No key audit matters identified in relation to the parent Company.
Materiality Group
Overall materiality: £2,770,000 (2025 : £1,430,000)
Performance materiality: £2,080,000 (2025 : £1,070,000)
Parent Company
Overall materiality: £2,500,000 ( 2025: £3,020,000)
Performance materiality: £1,870,000 (2025: £2,265,500)
Scope
Our audit procedures covered 81% of revenue, 79% of net assets and 79% of
profit before tax.
46
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR'S REPORT
49
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
Group and parent Company financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on
the overall audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the Group and parent Company financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Proposed sale of the Mechanical Division
Key audit matter description Refer to accounting policies in note 1, accounting estimates and judgements in
note 2 and note 3.
As detailed in the Chairman’s Report, the Board have been undertaking a
Strategic Review of the business which commenced during the year. This
review encompassed a number of options including the disposal of the trade
and assets of the Mechanical Division.
As at the year end, the Board had concluded that the transaction had
progressed to a level whereby the criteria for the assets to be treated as held
for sale and the results to be classified as discontinued under IFRS5 “Non
Current Assets Held for Sale and Discontinued Operations” had been met
As a result of this, there was a substantial re-presentation of the financial
statements required (including the comparatives) and management were
required to assess whether any of these assets required impairment. There
were a number of additional impacts as a result of this including whether the
consideration of hedging effectiveness under IFRS9 “Financial Instruments”
was still met.
Judgement is required in considering these risks and appropriate disclosures
should be made in the financial statements.
This has been determined to be a key audit matter due to the significant level
of judgement involved and the audit resources utilised in addressing this risk.
How the matter was addressed in
the audit
We assessed the disclosures made in the financial statements and other
announcements with regards to the proposed transaction and the resulting
impact on the financial statements. We challenged the judgements made in
assessing whether the IFRS5 and IFRS9 respective criteria had been / continued
to be met.
In considering the accounting adjustments and disclosures we obtained
management’s workings for the re-presentation of the financial statements
and their assessment of the hedging effectiveness. We:
• Assessed compliance with the requirements of IFRS 5 and IFRS9;
• Reviewed documentation surrounding the proposed transaction
including board minutes and underlying agreements to assess whether they
supported management’s assessment;
• Challenged the assumptions used in the calculations made; and
• Reviewed the disclosures in the financial statements.
Key observations Based on our procedures, we concluded that the proposed sale of the
mechanical division should be treated as held for sale and a discontinued
activity in the financial statements.
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50
Revenue recognition – Revenue recognised over time
Key audit matter description
Refer to accounting policies in note 1, accounting estimates and judgements in
note 2 and note 5.
Revenue underpins the key measures of performance of the Group.
As a profit-orientated business, we considered the risk of fraud in the
recognition of revenue. We identified that there was a heightened risk of
misstatement around the year end through inappropriate application of the
Group’s revenue recognition policies and revenue transactions being recognised
in the wrong period.
The Group has contracts with customers under which revenue is recognised over
time. Revenue recognised in the year on these contracts amounted to
£148,656,381.
Estimates are made by management based on work completed for each contract
and costs to complete.
Revenue is recognised with an associated adjustment made to cost of sales to
adjust the level of profits recognised on the contract to be in line with the
percentage stage of completion. Associated contract assets, liabilities and work
in progress are recognised where applicable on these contracts.
There is a risk that revenue could be misstated through:
- inappropriate application of the Group’s revenue recognition policies;
- the high level of estimation uncertainty in recognising revenue on over time
contracts which remain open at year end; or
- modifications in contractual arrangements, such as variations and settlements
of claims.
This has been determined to be a key audit matter due to the significant level of
judgement involved and the audit resource utilised in addressing this risk.
How the matter was addressed in
the audit
We assessed whether revenue was recognised in line with the Group’s revenue
recognition policies and IFRS 15 ‘Revenue from contracts with customers’.
We undertook tests of details on contracts that have been completed in the year
and those open at the year end.
We considered management's estimates of the stage of completion for open
contracts at the period end, substantively testing supporting schedules,
including verification of contractual terms.
We challenged operational management and project engineers via discussions
on the key assumptions, variances identified and reviewed historical budgeting
accuracy. Specific challenge was made in respect of the timing of profit
recognition and the recognition of clawback provisions in respect of cost
uncertainty. For all contracts selected we tested the associated contract assets
and contract liabilities.
We checked the associated adjustments to revenue were appropriate for the
period through our contract testing procedures.
We reviewed the disclosures associated with revenue recognition.
Key observations
In concluding our audit, we identified misstatements in excess of the trivial
threshold relating to revenue contracts. Where misstatements were identified,
we reported these to those charged with governance. The unadjusted
misstatements relating to revenue contracts were below overall materiality.
These adjustments, if corrected, would serve to increase reported profit for the
period.
Carrying value of the Duvelco cash generating unit (CGU)
Key audit matter description
Refer to accounting policies in note 1, accounting estimates and judgements in
note 2 and note 16.
During FY26, Duvelco achieved a significant milestone by transitioning from the
research and development phase into commercial operation, with the Ducoya
production facility becoming operational in December 2025. The business
completed its first external sale during the year, albeit of a nominal value, to
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INDEPENDENT AUDITOR’S REPORT
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51
facilitate customer qualification and testing. Whilst commercial revenues remain
at an early stage, the project has now progressed beyond development and into
commercialisation, providing further evidence of the recoverability of the
underlying assets. The total value capitalised within the Duvelco CGU is £26.6m,
comprising both development expenditure and the related production facility
assets.
Notwithstanding the progress made, significant judgement remains in assessing
the future commercial success of the project. Key risks and uncertainties
include:
Judgement is required in considering these risks and appropriate disclosures
should be made in the financial statements.
This has been determined to be a key audit matter due to the significant level of
judgement involved and the audit resourced utilised in addressing this risk.
The conversion of customer qualification programmes into recurring
commercial sales, given the lengthy approval and testing processes typical
within aerospace, semiconductor and other high-specification markets.
The ability to consistently manufacture product meeting exact customer
specifications, noting all finished goods remain fully provided at year-end
pending successful qualification.
Slower-than-anticipated market adoption and customer penetration,
particularly as Duvelco is a new entrant competing against established
market participants.
Future production constraints arising from the current environmental
permit limit of approximately 95 tonnes per annum, should demand
exceed existing capacity.
Judgement is required in considering these risks and appropriate disclosures
should be made in the financial statements.
This has been determined to be a key audit matter due to the significant level of
judgement involved and the audit resourced utilised in addressing this risk.
How the matter was addressed in
the audit
We assessed the appropriateness of capitalisation of development costs and
capital expenditure in Duvelco and the resulting carrying value as a risk due to
the impact on reported earnings. We challenged the judgements made in
assessing whether the IAS 38 and IAS 16 criteria for capitalisation had been met.
In considering the viability of Duvelco, we have understood and assessed the
process by which the Group has concluded on: the ability of the production
facility to deliver as expected; and reviewed the market analysis and the actions
taken to penetrate the key market sectors.
We obtained management’s impairment model for the Duvelco CGU and
undertook audit procedures included below, we:
Assessed compliance with the requirements of IAS 36 ‘Impairment of
assets’;
Analysed the structure and integrity of the model and the mathematical
accuracy;
Challenged the main forecasting assumptions used which included
expected revenues (amounts and timing), margin and the discount rate;
Performed sensitivity analysis in assessing the risks of impairment;
Corroborated assumptions through discussions with operational and
technical management which included visiting the new production facility;
Obtained and reviewed the report undertaken by management's expert
which considered the market opportunity for the product across a number
of industries;
Obtained market information and data to consider the potential market
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52
sectors applicable to the product; and
Reviewed the disclosures in the financial statements.
Key observations
Based on our procedures, we concluded that the capitalisation and carrying
values in the financial statements were appropriate. The associated disclosures
are acceptable.
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing
and extent of our audit procedures. When evaluating whether the effects of misstatements, both individually and on
the financial statements as a whole, could reasonably influence the economic decisions of the users we take into
account the qualitative nature and the size of the misstatements. Based on our professional judgement, we determined
materiality as follows:
Group Parent Company
Overall materiality
£2,770,000 (2025: £1,430,000) £3,020,000 (2025: £3,130,000)
Basis for determining overall
materiality
4.9% of two year average profit
before tax.
1.6% of total assets
As a component of the Group audit,
which excludes items eliminated on
consolidation, the parent Company
materiality is restricted to £2,500,000
(2025: £1,100,000).
Rationale for benchmark applied
Profit before tax is considered the key
benchmark of the Group. We have
normalised this over a two year
period to reflect the fact that some
revenue contracts span multiple
periods.
Total assets is considered the key
benchmark of the parent Company as
the entity relies on its investments as
a non-revenue generating entity.
Performance materiality
£2,080,000 (2025: £1,070,000) £1,870,000 (2025: £2,265,000)
Basis for determining performance
materiality
75% of overall materiality 75% of overall materiality
Reporting of misstatements to the
Audit Committee
Misstatements in excess of £138,000
and misstatements below that
threshold that, in our view, warranted
reporting on qualitative grounds.
Misstatements in excess of £125,000
and misstatements below that
threshold that, in our view, warranted
reporting on qualitative grounds.
An overview of the scope of our audit
The Group consists of 33 components, located in the following countries:
United Kingdom China
Germany South Korea
India Brazil
South Africa Australia
Thailand Finland
Ghana
The coverage achieved by our audit procedures was:
Number of
components
Revenue Net assets Profit before tax
Full scope audit 11 81% 79% 79%
Total 11 81% 79% 79%
Of the above, full scope audits for four components were undertaken by component auditors.
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53
The impact of climate change on the audit
In planning our audit, we considered the potential impact of the possible risks arising from climate change on the
Group’s and the Company’s financial statements and obtained an understanding of how management identifies and
responds to climate-related risks. Further information on management’s risk assessment, progress and commitments is
provided in the Group’s climate-related risk disclosures on pages 19 to 25 of the Annual Report.
We performed risk assessment procedures including making enquiries of management, reading board minutes and
applying our knowledge of the Group and the Company and the sector within which it operates, to assess the potential
impact on the financial statements.
Taking account of the nature of the business, the extent of the headroom in impairment testing, and useful economic
lives of tangible / intangible assets to changing regulation, weather patterns or business activities, we have not
assessed climate-related risk to be significant to our audit. There was also no impact on our key audit matters.
In accordance with our obligations with regards to other information, we have read the Group’s climate-related risk
disclosures on pages 19 to 25 of the Annual Report and in doing so have considered whether those disclosures are
materially inconsistent with the financial statements or our knowledge obtained during the course of the audit, or
otherwise appear to be materially misstated.
We have not been engaged to provide assurance over the accuracy of the climate-related risk disclosures set out on
pages 19 to 25 in the Annual Report.
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 parent Company’s ability to continue to adopt the going concern basis of accounting included:
Review of management’s approved Board paper which sets out the going concern basis, key forecasting
assumptions, sensitivities and conclusion;
Obtained copies of management's forecasts and sensitivity analysis for the Group and checked the mathematical
accuracy of the forecasts;
Understood and reviewed the results of the annual budget review process, including submissions from the UK and
overseas businesses which were approved by the Board, comparing the forecasts to historical trading results and
the key assumptions for expected growth, margin improvement and capital expenditure plans;
Undertook our own stress test to consider circumstances under which headroom would be eroded;
Verified the committed funding available to the Group and parent Company for the forecast period and the
headroom this provided.
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 or the parent 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 entity reporting on how they have 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.
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.
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54
We have nothing to report in this regard.
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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent Company and their environment obtained
in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’
Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us
to report to you if, in our opinion:
adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have
not been received from branches not visited by us; or
the parent Company financial statements and the part of the Directors’ remuneration report to be audited are not
in agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Corporate governance statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the parent Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review by the Listing Rules.
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:
Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any
material uncertainties identified set out on pages 27 to 28;
Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers and why
the period is appropriate set out on page 28;
Director’s statement on whether it has a reasonable expectation that the Group will be able to continue in
operation and meet its liabilities set out on page 28;
Directors’ statement on fair, balanced and understandable set out on page 26;
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on
page 14 and 15;
Section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems set out on page 31; and,
Section describing the work of the Audit Committee set out on page 33.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 44, the Directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the parent Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the Group or the parent Company or to
cease operations, or have no realistic alternative but to do so.
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55
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.
The extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain
sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the
determination of material amounts and disclosures in the financial statements, to perform audit procedures to help
identify instances of non-compliance with other laws and regulations that may have a material effect on the financial
statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations
identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the
financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of
material misstatement due to fraud through designing and implementing appropriate responses and to respond
appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to
ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the
prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the Group audit
engagement team and component auditors:
obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks
that the Group and parent Company operates in and how the Group and parent Company are complying with the
legal and regulatory frameworks;
inquired of management, and those charged with governance, about their own identification and assessment of
the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur, including
assessment of how and where the financial statements may be susceptible to fraud, as defined in ISA 250B: having
obtained an understanding of the overall control environment.
All relevant laws and regulations identified at a Group level and areas susceptible to fraud that could have a material
effect on the financial statements were communicated to component auditors. Any instances of non-compliance with
laws and regulations identified and communicated by a component auditor were considered in our audit approach.
The most significant laws and regulations were determined as follows:
Legislation / Regulation Additional audit procedures performed by the Group audit engagement team
and component auditors included:
IFRS/FRS101 and Companies Act
2006 / Listing Rules
Review of the financial statement disclosures and testing to supporting
documentation.
Completion of disclosure checklists to identify areas of non-compliance.
Tax compliance regulations
Input from a tax specialist was obtained regarding transfer pricing and deferred
taxes.
Consideration of whether any matter identified during the audit required
reporting to an appropriate authority outside the entity.
Manufacturing and operational
regulations
ISAs limit the required audit procedures to identify non-compliance with these
laws and regulations to inquiry of management and where appropriate, those
charged with governance (as noted above) and inspection of legal and
regulatory correspondence, if any. We have completed these procedures which
included discussions with the Group's Legal Counsel.
The areas that we identified as being susceptible to material misstatement due to fraud were:
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56
Risk Audit procedures performed by the audit engagement team:
Revenue recognition – over time
sales
See the key audit matters section of this report for work performed over this
risk. We also performed the following testing:
Transactions posted to nominal ledger codes outside of the normal revenue
cycle were identified using a data analytic tool and investigated.
Revenue recognition – point in
time sales
Transactions posted to nominal ledger codes outside of the normal revenue
cycle were identified using a data analytic tool and investigated.
Revenues at the period end were tested to identify revenue recognised in the
incorrect period.
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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters which we are required to address
Following the recommendation of the Audit Committee, we were appointed by the Board of Directors on 19 March
2021 to audit the financial statements for the year ending 30 April 2021 and subsequent financial periods.
The period of total uninterrupted consecutive appointments is six years, covering the years ended 30 April 2021 to 30
April 2026.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the parent Company
and we remain independent of the Group and the parent Company in conducting our audit.
Our audit opinion is consistent with the additional report to the Audit Committee in accordance with ISAs (UK).
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 Rules, these financial
statements form part of the Annual Financial Report prepared in Extensible Hypertext Markup Language (XHTML)
format, and filed on the National Storage Mechanism of the UK FCA. This auditor’s report provides no assurance over
whether the Annual Financial Report has been prepared in XHTML format.
ANDREW ALLCHIN FCA (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
Festival Way
Festival Park
Stoke-on-Trent
ST1 5BB
27 August 2026
54
FINANCIAL STATEMENTS
* The comparative figures have been restated to present those of the sale of the Mechanical Engineering Division
as discontinued operations. Further details are included in note 3.
** The results of the discontinued operations include Goodwin Steel Castings Limited, Goodwin International
Limited, Noreva GmbH, Easat Group and the Pump Division.
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
for the year ended 30th April, 2026
GOODWIN PLC
Note
2026
£’000
* 2025
£’000
CONTINUING OPERATIONS
Revenue ... ... ... ... ... ... ... ... ... ... 4, 5 68,862 67,287
Cost of sales ... ... ... ... ... ... ... ... ... ... (36,118 ) (36,336 )
GROSS PROFIT ... ... ... ... ... ... ... ... ... 32,744 30,951
Selling and distribution costs ... ... ... ... ... ... (6,446 ) (5,281 )
Administrative expenses ... ... ... ... ... ... ... (16,361 ) (13,648 )
OPERATING PROFIT ... ... ... ... ... ... ... ... 9,937 12,022
Finance income** ... ... ... ... ... ... ... ... 8 970 1,239
Finance costs** ... ... ... ... ... ... ... ... 8 (87 ) (1,078 )
Share of profit of associate company ... ... ... ... ... 15 64 65
PROFIT BEFORE TAXATION AND MOVEMENT IN FAIR VALUE
OF INTEREST RATE SWAP ... ... ... ... ... ... ... 10,884 12,248
Year-on-year unrealised gain / loss on 10
year interest rate swap derivative ... ... ... ... 49 (1,257 )
PROFIT BEFORE TAXATION ... ... ... ... ... ... ... 6 10,933 10,991
Tax on profit ... ... ... ... ... ... ... ... ... ... 9 (2,948 ) (2,665 )
PROFIT AFTER TAXATION FROM CONTINUING OPERATIONS 7,985 8,326
PROFIT AFTER TAXATION FROM DISCONTINUED OPERATIONS 3 49,960 17,852
PROFIT FOR THE YEAR ... ... ... ... ... ... ... ... 57,945 26,178
ATTRIBUTABLE TO: ... ... ... ... ... ... ... ... ...
From continuing operations ... ... ... ... ... ... ... 6,432 7,037
From discontinued operations ... ... ... ... ... ... 49,022 17,532
Equity holders of the parent ... ... ... ... ... ... ... 55,454 24,569
ATTRIBUTABLE TO: ... ... ... ... ... ... ... ... ...
From continuing operations ... ... ... ... ... ... ... 1,553 1,289
From discontinued operations ... ... ... ... ... ... 938 320
Non-controlling interests ... ... ... ... ... ... ... 2,491 1,609
PROFIT FOR THE YEAR ... ... ... ... ... ... ... ... 57,945 26,178
From continuing operations ... ... ... ... ... ... ... 85.65 93.71
From discontinued operations ... ... ... ... ... ... 652.79 233.46
BASIC AND DILUTED EARNINGS PER ORDINARY SHARE (in pence) 10 738.44 327.17
The notes on pages 60 to 120 form part of these financial statements.
55
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30th April, 2026
GOODWIN PLC
2026
£’000
2025
£’000
| PROFIT FOR THE YEAR ... ... ... ... ... ... ... ... ... ... | ||
OTHER COMPREHENSIVE INCOME / (EXPENSE) | ||
ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO PROFIT AND LOSS: Foreign exchange translation differences ... ... ... ... ... ... | ( | ( |
| Cash flow hedges – effective portion of changes in fair value ... ... ... | | |
| Cash flow hedges – amounts transferred to profit and loss ... ... ... | ( | ( |
| Cash flow hedges – deferred tax credit / (charge) ... ... ... ... ... | ( | |
| Cost of hedging – changes in fair value ... ... ... ... ... ... ... | ( | |
| Cost of hedging – amounts transferred to profit and loss ... ... ... | | |
| Cost of hedging – deferred tax charge ... ... ... ... ... | ( | ( |
OTHER COMPREHENSIVE INCOME FOR THE YEAR NET OF INCOME TAX ... ... ... ... ... ... ... ... | ( | |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR ... ... | ||
| ATTRIBUTABLE TO: ... ... ... ... ... ... ... ... ...From continuing operations ... ... ... ... ... ... ... | | |
| From discontinuing operations ... ... ... ... ... ... | ||
| Equity holders of the parent ... ... ... ... ... ... ... | ||
| ATTRIBUTABLE TO: ... ... ... ... ... ... ... ... ...From continuing operations ... ... ... ... ... ... ... | | |
| From discontinuing operations ... ... ... ... ... ... | | |
| Non-controlling interests ... ... ... ... ... ... ... | ||
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR ... ... |
FINANCIAL STATEMENTS
The notes on pages 60 to 120 form part of these financial statements.
A statement of comprehensive income for discontinued operations is included on page 70.
56
FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
at 30th April, 2026
GOODWIN PLC
Note
2026
£’000
2025
£’000
NON-CURRENT ASSETS
Property, plant and equipment ... ... ... ... ... ... 12 50,948 116,832
Right-of-use assets ... ... ... ... ... ... ... ... 13 1,372 6,055
Investment in associate ... ... ... ... ... ... ... ... 15 722 775
Intangible assets ... ... ... ... ... ... ... ... ... 16 15,748 27,670
Derivative financial assets ... ... ... ... ... ... ... 17 3,892 6,061
CURRENT ASSETS
Inventories ... ... ... ... ... ... ... ... ... ... 18 14,925 39,096
Contract assets ... ... ... ... ... ... ... ... ... 5 295 24,310
Trade and other receivables ... ... ... ... ... ... ... 19 14,220 42,390
Corporation tax receivable ... ... ... ... ... ... ... - 1,583
Derivative financial assets ... ... ... ... ... ... ... 17 1,495 4,457
Cash and cash equivalents ... ... ... ... ... ... ... 20 14,128 16,643
ASSETS CLASSIFIED AS HELD FOR SALE ... ... ... ... 3 205,725 -
TOTAL ASSETS ... ... ... ... ... ... ... ... ... ... 323,470 285,872
CURRENT LIABILITIES
Borrowings ... ... ... ... ... ... ... ... ... ... 21 348 16,420
Contract liabilities* ... ... ... ... ... ... ... ... 5 386 34,750
Trade and other payables ... ... ... ... ... ... ... 22 12,546 37,159
Corporation tax payable ... ... ... ... ... ... 3,390 1,092
Derivative financial liabilities ... ... ... ... ... ... 23 43 256
Provisions for liabilities and charges ... ... ... ... ... 24 - 223
LIABILITIES CLASSIFIED AS HELD FOR SALE ... ... ... 3 160,233 -
The notes on pages 60 to 120 form part of these financial statements.
* Contract liabilities are predominantly advance payments from customers.
These financial statements were approved by the Board of Directors on 27th August, 2026, and signed on its behalf by:
T. J. W. Goodwin
Director
M. S. Goodwin
Director
S. R. Goodwin
NON-CURRENT LIABILITIES
Borrowings ... ... ... ... ... ... ... ... ... ... 21 1,082 15,707
Contract liabilities* ... ... ... ... ... ... ... ... 5 - 20,412
Derivative financial liabilities ... ... ... ... ... ... 23 82 428
Provisions for liabilities and charges ... ... ... ... ... 24 - 269
Deferred tax liabilities ... ... ... ... ... ... ... ... 25 9,341 16,948
TOTAL LIABILITIES ... ... ... ... ... ... ... ... ... 187,451 143,664
NET ASSETS ... ... ... ... ... ... ... ... ... ... 136,019 142,208
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
Share capital ... ... ... ... ... ... ... ... ... 26 751 751
Translation reserve ... ... ... ... ... ... ... ... 26 (4,937 ) (4,223 )
Cash flow hedge reserve ... ... ... ... ... ... ... 26 2,057 3,657
Cost of hedging reserve ... ... ... ... ... ... ... 26 - (317 )
Retained earnings ... ... ... ... ... ... ... ... ... 132,771 138,295
TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 130,642 138,163
NON-CONTROLLING INTERESTS ... ... ... ... ... ... 14 5,377 4,045
TOTAL EQUITY ... ... ... ... ... ... ... ... ... ... 136,019 142,208
57
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30th April, 2026
GOODWIN PLC
FINANCIAL STATEMENTS
The notes on pages 60 to 120 form part of these financial statements.
Share
Capital
£’000
Trans-
lation
reserve
£’000
Cash
flow
hedge
reserve
£’000
Cost of
hedging
reserve
£’000
Retained
earnings
£’000
Total
attributable
to equity
holders of
the parent
£’000
Non-
controlling
interests
£’000
Total
equity
£’000
YEAR ENDED
30TH APRIL, 2026
| Balance at 1st May, 2025 ... | ( | | ( | | ||||
Total comprehensive income: Profit for the year ... ... | - | - | - | - | | | | |
Other comprehensive income: | ||||||||
Foreign exchange translation differences ... ... ... | - | ( | - | - | - | ( | | ( |
Effective portion of changes in fair value ... ... ... | - | - | | | - | | | |
Amounts reclassified to profit and loss ... ... | - | - | ( | | - | ( | ( | ( |
| Deferred tax credit / (charge) | - | - | | ( | - | | | |
Other comprehensive income / (expense) for the year | - | ( | ( | | - | ( | | ( |
TOTAL COMPREHENSIVE INCOME / (EXPENSE) FOR THE YEAR | - | ( | ( | | | | | |
Transactions with owners: | ||||||||
| Dividends paid ... ... | - | - | - | - | ( | ( | ( | ( |
BALANCE AT 30TH APRIL, 2026 | ( | | | | |
58
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)
for the year ended 30th April, 2025
GOODWIN PLC
The notes on pages 60 to 120 form part of these financial statements.
Share
Capital
£’000
Trans-
lation
reserve
£’000
Share-
based
payment
reserve
£’000
Cash
flow
hedge
reserve
£’000
Cost of
hedging
reserve
£’000
Retained
earnings
£’000
Total
attributable
to equity
holders of
the parent
£’000
Non-
controlling
interests
£’000
Total
equity
£’000
YEAR ENDED
30TH APRIL, 2025 | |||||||||
| Balance at 1st May, 2024 ... | ( | | | ( | | ||||
Total comprehensive income: | |||||||||
| Profit for the year ... ... | - | - | - | - | - | | | | |
Other comprehensive income: | |||||||||
Foreign exchange translation differences ... ... ... | - | ( | - | - | - | - | ( | ( | ( |
Effective portion of changes in fair value ... ... ... | - | - | - | | ( | - | | | |
Ineffectiveness transferred to profit and loss ... ... | - | - | - | - | - | - | - | - | - |
Amounts reclassified to profit and loss ... ... | - | - | - | ( | | - | ( | | ( |
| Deferred tax (charge) / credit | - | - | - | ( | ( | - | ( | ( | ( |
Other comprehensive income / (expense) for the year | - | ( | - | | | - | | | |
TOTAL COMPREHENSIVE INCOME / (EXPENSE) FOR THE YEAR | - | ( | - | | | | | | |
Transfers between reserves* | - | - | - | - | - | - | - | - | - |
Transactions with owners: | |||||||||
| Dividends paid ... ... | - | - | - | - | - | ( | ( | ( | ( |
BALANCE AT 30TH APRIL, 2025 | ( | | ( |
59
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30th April, 2026
CONTINUING AND DISCONTINUED OPERATIONS
Note
2026
£’000
2025
£’000
CASH FLOW FROM OPERATING ACTIVITIES
Profit after tax ... ... ... ... ... ... ... ... ... 57,945 26,178
Adjustments for:
Depreciation of property, plant and equipment ... ... ... 7,646 6,663
Depreciation of right-of-use assets ... ... ... ... ... 733 1,346
Amortisation and impairment of intangible assets ... ... ... 1,415 1,580
Finance costs (net) ... ... ... ... ... ... ... ... 1,167 1,660
Currency losses ... ... ... ... ... ... ... (37 ) 1,371
(Profit) / loss on sale of property, plant and equipment ... ... (73 ) 126
Unrealised gain / (loss) on 10 year interest rate swap derivative (49 ) 1,257
Share of profit of associate company ... ... ... ... ... (64 ) (65 )
UK tax incentive credit on research and development ... ... (704 ) (573 )
Tax expense ... ... ... ... ... ... ... ... ... ... 19,606 8,082
OPERATING CASH FLOW BEFORE CHANGES IN WORKING
CAPITAL AND PROVISIONS 87,585 47,625
(Increase) / decrease in inventories ... ... ... ... ... (14,300 ) 6,743
(Increase) in contract assets ... ... ... ... ... ... ... (7,365 ) (2,121 )
(Increase) / decrease in trade and other receivables ... ... (11,941 ) (12,095 )
Increase in contract liabilities ... ... ... ... ... ... 15,376 20,990
Increase in trade and other payables ... ... ... ... ... 4,008 6,100
CASH GENERATED FROM OPERATIONS
Interest received ... ... ... ... ... ... ... ... ... 1,069 1,340
Interest paid ... ... ... ... ... ... ... ... ... (2,790 ) (3,822 )
Corporation tax paid ... ... ... ... ... ... ... ... (9,846 ) (6,566 )
NET CASH INFLOW FROM OPERATING ACTIVITIES ... ... 61,796 58,194
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment ... ... 384 125
Acquisition of property, plant and equipment ... ... ... (13,306 ) (13,176 )
Acquisition of intangible assets ... ... ... ... ... ... (260 ) (283 )
Development expenditure capitalised ... ... ... ... ... (1,606 ) (2,832 )
Dividend from associate company ... ... ... ... ... ... 126 156
NET CASH OUTFLOW FROM INVESTING ACTIVITIES ... ... (14,662 ) (16,010 )
CASH FLOW FROM FINANCING ACTIVITIES
Payment of capital element of lease liabilities ... ... ... (2,702 ) (6,073 )
Dividends paid ... ... ... ... ... ... ... ... ... (60,978 ) (9,988 )
Dividends paid to non-controlling interests ... ... ... ... (1,295 ) (1,973 )
Proceeds from new loans ... ... ... ... ... ... ... 66,000 12,000
Repayment of loans ... ... ... ... ... ... ... ... (46,822 ) (49,837 )
Change in bank overdrafts ... ... ... ... ... ... ... - (48 )
NET CASH OUTFLOW / (INFLOW) FROM FINANCING ACTIVITIES (45,797 ) (55,919 )
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 1,337 (13,735 )
Cash and cash equivalents at beginning of year ... ... ... 16,643 30,678
Effect of exchange rate fluctuations on cash held ... ... ... 179 (300 )
CASH AND CASH EQUIVALENTS AT END OF YEAR ... ... 20 18,159 16,643
GOODWIN PLC
The notes on pages 60 to 120 form part of these financial statements.
Note 3 includes information on the cash flows for the discontinued operations.
60
1. Accounting policies
The Group financial statements comprise those of the Company, its subsidiaries and its associate company
(together referred to as the “Group”). The parent Company financial statements present information about the
Company as a separate entity and not about its Group.
The Group’s financial statements have been prepared in accordance with UK Company Law, UK adopted
International Accounting Standards (IAS) and interpretations issued by the IFRS Interpretations Committee
The Company has elected to prepare its financial statements in accordance with Financial Reporting Standard
(FRS) 101 issued in the UK. These are presented on pages 107 to 120.
The accounting policies set out below have been applied consistently to all periods presented in these Group
financial statements.
In the application of these accounting policies, judgements made by the Directors, that have a significant effect
on the financial statements and estimates with a possible significant risk of material adjustment in the next year,
are discussed in note 2.
Discontinuing operations
As explained in the Chairman’s statement and in note 3, the Board of Directors commenced a strategic review
of its Mechanical Engineering Division, during the year, to consider a range of potential options to maximise
value for shareholders, whilst ensuring continuity for all stakeholders, including customers and the long-
term prosperity of its businesses. These options include the potential disposal of the Mechanical Engineering
Division, which includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat
Group and the Pump Division.
After reviewing the options available, the Board of Directors decided that the preferred course of action was
to progress with a disposal of the Mechanical Engineering Division. Rothschild and Co were appointed as
the Group’s financial adviser to manage that process, engage with interested parties and invite offers for the
businesses identified for disposal.
The Board of Directors has considered the provisions of IFRS 5 and consider that they have met the requirements
for the Financial Statements to be prepared as required by the standard for Assets Held for Sale and discontinued
operations.
The scope of the proposed disposal was determined following consideration of the level of interest expressed
by external parties, together with an assessment of the strategic fit of the businesses and the value that could be
realised for shareholders. Following the assessment, detailed financial, commercial and operational information
was prepared to support the disposal process and enable the businesses identified for disposal to be separated
from those intended to remain within the Group itself and for interested parties to undertake their evaluation of
those businesses.
To comply with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, the results of these
businesses have been classified as discontinued operations in these financial statements. The profit and loss
account has been restated for the previous period, in order to report the continuing operations on a comparable
basis. The result from the discontinuing operations has been reported in one line on the income statement, with
the detailed analysis of the profit and loss being included in note 3.
The balance sheet is not restated for the prior period. For the current period, the assets and liabilities of the
disposal group are reported in separate lines on the consolidated balance sheet. The analysis of the disposal
group’s assets and liabilities is disclosed in note 3.
The non-current assets of the disposal group are stated at cost less depreciation and amortisation.
Other assets and liabilities of the disposal group are measured at amortised cost, with the exception of derivative
assets and liabilities which are measured at fair value, in accordance with the Group’s accounting policy.
Going concern
The Directors, after having reviewed the Group forecasts and possible challenges that may occur over the short
to medium term, are confident that the Group has adequate resources to continue to operate for at least twelve
months from the date that these financial statements are approved and have continued to adopt the going
concern principle in preparing the financial statements.
As at 30th April, 2026, the Group’s gearing ratio stood at 22.4% (2025: 9.9%), which is due to an increase in the
Group’s working capital by £15.9 million due to the significant increase in trading activity of the Group (29%)
against a substantial shareholders’ net worth of £131 million (2025: £138 million). The retained reserves of
the Group and the increased headroom in lender facilities put it in a strong position to deal with any material
unforeseen adverse issues that may occur and have an impact on the Group’s operations.
NOTES TO THE FINANCIAL STATEMENTS
61
NOTES TO THE FINANCIAL STATEMENTS
1. Accounting policies (continued)
As part of the going concern process, the Group forecasts are stress tested by being subject to a number
of severe but conceivable financial challenges to ensure that the Group finances remain robust throughout
the period being tested. The stress test model begins with the Group forecasts, that have been consolidated
from the individual forecasts generated by the Directors of each of the subsidiaries and reflects their specific
knowledge of their business and the markets within which they operate, to ensure that the forecasts that they
produce reflect the market conditions, the business strategy and expected outlook. Each of these subsidiary
level forecasts is then reviewed, challenged and approved by the relevant Divisional Managing Director, who is
immersed in each of these businesses to such an extent that they know and understand each of their markets.
As the Group is so diverse, with two divisions in different sectors and multiple products within each division,
several stress test events are used to reduce the pre-tax profit forecasts by reducing revenues and consequently
the pre-tax profit. Due to this diversity, it is feasible that one or two events could take place, but it is highly
improbable that all the stress test events would occur at the same time.
The stress tests implemented reduced revenues and consequently pre-tax profits, which for these stress tests
implemented reduced pre-tax profit by a combined amount of 66%, without reducing the discretionary capital
expenditure programme, maintaining overheads at their current expected levels, maintaining the dividend
policy and utilising the finance facilities at the same amounts that will be in place twelve months from the
signing of these accounts. The results of the stress test modelling did not highlight any going concern issues,
breaches of covenant need to reduce the discretionary capital expenditure, make any changes to overheads,
reduce or cancel the payment of a dividend or the requirement for any further financing facilities in addition to
those currently in place at the year end.
Whilst our carrying values of trade debtors and contract assets are significant, we see little risk here in terms
of recovery due to the quality of the customers that the Group contracts with. Where possible, we credit insure
the majority of our trade debtors and our pre-credit risk (work in progress), and for significant contracts where
credit insurance is not available we ensure, where possible, that those contracts are backed by letters of credit
or cash positive milestone payments.
As discussed elsewhere within these accounts, the Mechanical Engineering activity remains high and the
Refractory Engineering segment continues to be buoyant and the Technological Division is still in its infancy but
has significant potential.
The Board of Directors announced that it has commenced a strategic review during the year to consider a range
of potential options to maximise value for shareholders whilst ensuring continuity for all stakeholders, including
customers and the long-term prosperity of its business. These options include the sale of the Mechanical
Engineering Division, which includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva
GmbH, Easat Group and the Pump Division. A review of the continuing operations of the Group was undertaken
to ensure that it could operate as a going concern if the potential sale was finalised, which the Board concluded
that it could do so.
The Directors are confident that, whether this potential sale happens or not, the Group and Company will have
sufficient funds to continue to meet their liabilities as they fall due for at least twelve months from the date of
approval of the financial statements and therefore have prepared the financial statements on a going concern
basis.
Going concern (continued)
Measurement convention
The financial statements are rounded to the nearest thousand pounds. The financial statements are based on
the historical cost basis, except where the measurement of balances at fair value is required, as below.
Basis of consolidation
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or
indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity. The financial statements
of subsidiaries are included in the consolidated financial statements from the date that control commences until
the date that control ceases.
Associates are those entities in which the Group has significant influence, but not control, over the financial and
operating policies. Significant influence is presumed to exist when the Group holds between 20 and 50 percent
of the voting power of another entity. Associates are accounted for using the equity method and are initially
recognised at cost. The Group’s investment includes goodwill identified on acquisition, net of any accumulated
impairment losses. The consolidated financial statements include the Group’s share of the total recognised
income and expense and equity movements of equity accounted investees, from the date that significant
influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds
its interest in an equity accounted investee, the Group’s carrying amount is reduced to nil, and recognition of
further losses is discontinued, except to the extent that the Group has incurred legal or constructive obligations
or made payments on behalf of an investee.
62
NOTES TO THE FINANCIAL STATEMENTS
Foreign currency
transactions are hedged, the transactions are recorded at their hedged rate. All other transactions in foreign
currencies are translated into the respective functional currencies of the Group entities at the foreign exchange
rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the
balance sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange movements
associated with hedged transactions are recognised in the cash flow hedge reserve, whilst non-hedged foreign
exchange differences arising on translation are recognised in the statement of profit and loss within operating
profit.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on
consolidation, are translated to Sterling at foreign exchange rates ruling at the balance sheet date. The revenues
and expenses of foreign operations are translated at an average rate for the period where this rate approximates
to the foreign exchange rates ruling at the dates of the transactions.
Exchange differences arising from the translation of foreign operations are taken directly to the translation
reserve. They are released into the statement of profit and loss upon disposal of the foreign operation.
New IFRS standards and interpretations adopted during 2025 / 2026
The IASB and IFRIC have not issued any new IFRS standards and interpretations to be adopted for the current
financial year.
New IFRS standards and interpretations not adopted
Amendments to existing standards or new standards and interpretations that have been issued but are not yet
effective and have not been adopted by the Group are listed below:
• Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of Financial
Instruments (effective for periods commencing on or after 1st January 2026).
• Annual Improvements to IFRS Accounting Standards - Volume 11 (effective for periods commencing on or
after 1st January 2026).
• IFRS 18 Presentation and Disclosure in Financial Statements (effective for periods commencing on or after
1st January 2027).
The impact of IFRS 18, which becomes effective for annual reporting periods beginning on or after 1 January
2027, is being evaluated, but the Group does not expect that it or any of the other standards, amendments or
interpretations issued by the IASB, but not yet effective, will have a material impact on the financial statements
once adopted.
Revenue
Revenue is recognised when a customer obtains control of the goods or services i.e. upon the satisfaction of a
performance obligation. Judgement is required to determine the timing of the transfer of control, and whether
it is at a point in time or over time. Where a contract contains several performance obligations then the contract
is unbundled and each performance obligation is assessed separately.
Where the contract period is less than one year, the incremental costs of winning a contract are recognised as an
expense, when they are incurred, in accordance with the practical expedient in IFRS15, paragraph 94.
Standard inventory product lines and consumables
These contracts are, typically, for the sale of slurry pumps within the Mechanical Engineering Division and for all
of the Refractory Engineering Division products. The revenue here relates to standard products manufactured
for sale. The performance obligation is satisfied and revenue recognised at the point when customers obtain
control of the goods in accordance with the International Commercial (INCO) terms agreed. There are also bill
and hold arrangements, where control passes to the customer once the customer confirms that the job has been
completed, but where the goods are yet to be collected and remain at the Company premises.
Engineered bespoke products – performance obligations satisfied at a point in time
These contracts are typically for the Group’s Mechanical Engineering Division, and contain sales orders which
are customer bespoke, but permit the Group subsidiary to claim profit only on completion of the project or
only the costs incurred to date in the event the customer activates the cancel for convenience clause within the
contract. In such cases, the performance obligation is deemed to be met and revenue taken as order lines are
shipped in accordance with the relevant shipping terms or via a bill and hold arrangement, whereby control
passes to the customer, once the customer confirms that the job has been completed, but where the goods are
yet to be collected, and remain at the Company premises.
1. Accounting policies (continued)
63
NOTES TO THE FINANCIAL STATEMENTS
1. Accounting policies (continued)
Minimum period contracts for the provision of goods and services
Performance obligations are satisfied over time and revenue is recognised equally over the term of contracts for
the supply of broadband related services and the rental of submersible pumps.
Engineered bespoke products – performance obligations satisfied over time
These contracts typically apply to the Group’s Mechanical Engineering Division and covers sales orders which
are customer bespoke, and have a cancel for convenience clause. This clause then permits the subsidiary
company to claim profit as the project progresses over time to completion and, if the customer were to trigger
the cancel for convenience clause within the contract, claim profit from the customer to that point in time. In
such cases, the performance obligations are treated as satisfied over time (i.e. as the contract progresses) and
revenue is taken based on the percentage completion of the contract by the creation of a contract asset. Work in
progress is eliminated and replaced by a contract asset. Measuring progress requires judgement, as to the stage
of completion of each job, and the production of forecasts of costs to complete, which contain allowances for
technical risks and inherent uncertainties. The input method is considered to be the most appropriate, because
costs are the significant indicator of the job performance and expected contract profitability. Using the input
method, costs to date are factual and based on job cost records. As jobs progress through the factories, the
cost estimate sheets, generated at order placement, are adjusted for known time-based or commodity-based
variances. The cost estimate sheets are the source for the calculation of the total estimated costs on a job. At
both senior and middle management level, there is a high level of continuity and expertise to interrogate the
costings, to arrive at an appropriate assessment of the total costs on a job, and to then determine the percentage
of completion for each contract. The contracts within the Group do not include variable consideration.
Contract modifications
Where the Group has modifications or variations to a contract, then these are included in the contract calculations
only when there is a high probability that they are certain to occur, which the Group considers to be when there
is a signed agreement in place.
Contract assets / contract liabilities
Contract assets represent the Group’s rights to consideration for work completed but not invoiced at the
reporting date for bespoke product contracts where, as part of the contract terms, there is a termination for
convenience clause which, if invoked, allows the Group company to charge for profit earned to date. Contract
assets are transferred to receivables when the rights to consideration become unconditional, which is generally
when the Group invoices the customer. Where payments are received in advance and exceed the costs incurred
in constructing the asset together with forecast margin earned, the balances are disclosed as contract liabilities.
Employment costs
Pension costs
The Group contributes to a defined contribution pension scheme for UK employees under an Auto Enrolment
Pension arrangement as required by Government legislation. The assets of the scheme are held in independently
administered funds. Group pension costs are charged to the statement of profit and loss in the year for which
contributions are payable.
Contributions to the schemes are made on a monthly basis and at the end of the financial year there were one
month’s contributions outstanding, which were paid in the following month.
Termination costs
Employee termination costs are expended in the profit and loss figures in a year as soon as the expense is
known, certain and is contractually payable.
Revenue (continued)
64
NOTES TO THE FINANCIAL STATEMENTS
1. Accounting policies (continued)
Finance income and costs
Finance costs comprise interest payable (together with the amortisation of any facility arrangement fees) and
interest on lease liabilities using the effective interest method. Borrowing costs directly attributable to the
acquisition, construction or production of an asset that takes a substantial time to be prepared for use are
capitalised as part of the cost of that asset. Interest income and interest payable is recognised in the statement
of profit and loss as it accrues.
Taxation
Tax on the profit and loss for the year comprises current and deferred tax. Tax is recognised in the statement of
profit and loss except to the extent that it relates to items recognised, in other comprehensive income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. The following temporary differences
are not provided for: the initial recognition of goodwill, the initial recognition of assets or liabilities that
affect neither accounting nor taxable profit other than in a business combination, and differences relating to
investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The
amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying
amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
Deferred tax liabilities are generally recognised for all taxable temporary differences but not recognised for
taxable temporary differences arising on investments in subsidiaries, where the reversal of the temporary
difference can be controlled and it is probable that the difference will not reverse in the foreseeable future.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
against which the asset can be utilised.
Financial instruments
Measurement
Trade and other receivables, which do not contain a significant financing component, are measured, initially, at
the transaction price. All other financial assets and liabilities are measured at fair value, on initial recognition.
Non-derivative financial assets are measured subsequently at amortised cost, if the objective is to hold them
to collect contractual cash flows and their contractual terms include cash flows on specified dates, which are
payments of principal and interest.
Impairment
The Group has elected to measure loss allowances for trade receivables and contract assets at an amount
equal to lifetime expected credit losses (ECLs). Specific impairments are made when there is a known
impairment need against trade receivables and contract assets. When estimating ECLs, the Group assesses
reasonable, relevant and supportable information, which does not require undue cost or effort to produce.
This includes quantitative and qualitative information and analysis, incorporating historical experience,
informed credit assessments and forward-looking information. Loss allowances are deducted from the gross
carrying amount of the assets. Where material, impairment losses related to trade and other receivables,
including contract assets, are disclosed separately in the statement of profit and loss.
Principal non-derivative financial assets
Trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary
course of business. They are recognised initially at the amount of consideration that is unconditional.
Trade receivables are held with the intention of collecting the contractual cash flows and are measured
subsequently, therefore, at amortised cost.
Other financial assets
Other financial assets comprise, principally, short-term balances, which include sales taxes repayable to
the Group. After being recognised initially at fair value, other receivables are measured, subsequently, at
amortised cost. The carrying amount of other receivables is considered to be a reasonable approximation of
their fair value.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, together with cash deposits with an original
maturity of three months or less.
65
NOTES TO THE FINANCIAL STATEMENTS
1. Accounting policies (continued)
Financial instruments (continued)
Principal non-derivative financial liabilities
Bank borrowings
Interest-bearing bank loans and overdrafts are measured, initially, at their fair value less attributable
transaction costs. They are carried, subsequently, at amortised cost and finance charges are recognised in
the statement of profit and loss over the contract term, using an effective rate of interest.
Trade and other payables
Trade and other payables are recognised, initially, at fair value, and are reported, subsequently, at amortised
cost.
Derivative financial assets and liabilities
Derivative financial assets and liabilities are recognised at fair value. The fair value of forward foreign
exchange contracts is equal to the present value of the difference between the contractual forward price and
the current forward price for the residual maturity of the contract, adjusted for counterparty credit risk. The
recognition of the gain or loss on re-measuring to fair value those forward foreign exchange contracts, which
are used for hedging, is outlined below. For other forward foreign exchange contracts and the interest rate
swap derivative, the gain or loss is recognised in the profit and loss.
Fair value derivation
IFRS 7 requires that the classification of financial instruments at fair value be determined by reference to
the source of inputs used to derive the fair value. This classification uses the following three-level hierarchy:
Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices);
Level 3 — inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The fair value of derivative financial assets and liabilities is derived using level 2 inputs. As at the year-end,
the Group held currency derivatives and an interest rate swap derivative. For the currency derivatives, the
valuations are based on the period end currency rates, as adjusted for the forward points to maturity, the
time value of money and the banks’ assessed credit risk and margin. For the interest rate swap derivative, the
valuation is arrived at by comparing the forward interest curve as at 30th April, 2026 out to maturity against
our fixed swap rate. The result is then discounted for the time value of money and adjusted for credit risk
and margin.
Cash flow hedges
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised
asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative
financial instrument is recognised directly in the hedging reserves. The Group’s hedge relationships are aligned
with its risk management objectives and strategy, resulting in a more qualitative and forward-looking approach
in ensuring hedge effectiveness. These hedging arrangements have been put in place to mitigate foreign
currency exchange risk arising from certain highly probable sales and purchases transactions denominated in
foreign currencies.
For cash flow hedges, the associated cumulative gain or loss on the relevant derivative financial instrument is
removed from equity and recognised in the statement of profit and loss in the same period or periods during
which the hedged forecast transaction affects the statement of profit and loss. Any identified ineffective portion
of the hedge is recognised immediately in the statement of profit and loss. The full value of the change in fair
value is designated as the hedging instrument and taken to the cash flow hedge reserve.
Where a derivative financial instrument is not hedge accounted, all changes in fair value are recognised
immediately in profit and loss.
When a hedging instrument expires or is sold, terminated or exercised, or the Group revokes the designation
of the hedgerelationship but the hedged forecast transaction is still expected to occur, the cumulative gain or
loss at that point remains inequity and is recognised in accordance with the above policy when the transaction
occurs. If the cash flow hedge transaction is no longer expected to take place, the cumulative unrealised gain
or loss recognised in equity is recognised in the statement ofprofit and loss immediately, within administrative
expenses.
66
1. Accounting policies (continued)
Intangible assets and goodwill
All business combinations are accounted for by applying the purchase method. Goodwill is recognised as
the difference between the consideration transferred and the fair value of identifiable assets, liabilities and
contingent liabilities assumed in a business combination. Identifiable intangibles are those which can be sold
separately or which arise from legal rights regardless of whether those rights are separable.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating
units and is not amortised but is tested annually for impairment.
Negative goodwill arising on an acquisition is recognised immediately in the statement of profit and loss.
Goodwill or negative goodwill resulting from increasing the percentage ownership of an existing subsidiary is
reported as an equity transaction with owners.
Expenditure on research activities is recognised in the statement of profit and loss as an expense as incurred.
Expenditure on development activities is capitalised if the product or process is technically and commercially
feasible and the Group has sufficient resources to complete development. The expenditure capitalised includes
the cost of materials, direct labour and an appropriate proportion of overheads. Other development expenditure
is recognised in the statement of profit and loss as an expense as incurred. Capitalised development expenditure
is stated at cost less accumulated amortisation and impairment losses.
Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and
impairment losses.
Amortisation is charged to the statement of profit and loss on a straight-line basis over the estimated useful lives
of intangible assets unless such lives are indefinite. Intangible assets with an indefinite useful life and goodwill
are systematically tested for impairment at each balance sheet date. Other intangible assets are amortised from
the date they are available for use. The estimated useful lives are as follows:
• Capitalised development costs ... ... Minimum expected order unit intake or minimum product life
• Manufacturing rights ... ... ... ... 6 - 15 years
• Brand names and intellectual property ... 3 - 20 years
• Customer lists ... ... ... ... ... 2 - 10 years
• Distribution rights ... ... ... ... 25 years
• Software and licences ... ... ... 3 - 5 years
• Non-compete agreements ... ... ... 15 years
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items of property, plant and equipment.
Depreciation is charged to the statement of profit and loss over the estimated useful lives of each part of an item
of property, plant and equipment on the following bases:
• Freehold land … … … … … Nil
• Freehold buildings … … … … 25 – 50 years on reducing balance or cost
• Leasehold property … … … ... over period of lease
• Plant and machinery … … … ... 4 – 20 years on reducing balance or cost
• Motor vehicles … … … … 4 – 7 years on reducing balance or cost
• Tooling … … … … … over estimated production life
• Other equipment … … … … 4 – 7 years on reducing balance or cost
• Assets in the course of construction ... Nil
Before being brought into use, assets are assessed individually to determine which is the most appropriate
NOTES TO THE FINANCIAL STATEMENTS
67
NOTES TO THE FINANCIAL STATEMENTS
1. Accounting policies (continued)
Leases
Definition of a lease
A contract is a lease or contains a lease if it transfers the right to use an identified asset over the contract term,
in exchange for payment. In determining whether a contract gives the Group the right to use an asset, the Group
assesses whether:
• the contract involves the use of an identified asset;
• the Group has the right to obtain substantially all of the economic benefit of using the asset; and
• the Group has the right to direct the use of the asset by deciding how the asset is employed.
Lease term
The lease term is the non-cancellable period of a lease, and options to extend the lease or terminate it, where
it is probable that the Group will exercise the available options. At the start of a lease, the Group makes a
judgement about whether it is reasonably certain to exercise the options, and reassesses this judgement when
a change in circumstance may affect the likelihood of exercising the options. Contracts, where the original lease
term has expired, with assets continuing to be leased on a short-term rolling basis of a few months, are treated
as short-term leases.
Lease balances
A right-of-use asset and a lease liability are calculated at the beginning of a lease. The right-of-use asset is
measured initially atcost, being the opening lease liability, adjusted for any lease payments made by the start of
the lease, adjusted for any initial direct costs, which have been incurred.
The lease liability is measured initially at the present value of the lease payments, which are outstanding at
the start date, discounted at either the rate implicit in the lease or the Group’s incremental borrowing rate.
With the exception of leases containing an option to purchase, the Group uses its incremental borrowing rate
as the discount rate. Lease liabilities are measured at amortised cost, using the effective rate, and adjusted, as
required, for any subsequent change to the lease terms.
The right-of-use asset is depreciated on a straight-line basis over the lease term, or from the start date of
the lease to the end of the useful life of the right-of-use asset as appropriate. The method of calculating the
estimated useful lives of the right-of-use assets and testing for impairment is the same as that for property,
plant and equipment.
Recognition exemptions
Payments for short-term leases, lasting twelve months or less, without a purchase option, continue to be
reported as an operating expense on a straight-line basis over the term of the lease.
The cost of leasing low-value items will continue to be reported as an operating expense over the life of the lease.
Lease portfolios
The Group has leases for the following types of assets:
Land and buildings – the Group leases a number of factory buildings, warehouses and office buildings.
Plant and equipment – a number of significant items of plant, such as CNC machines and furnaces, have been
leased under contracts with an option to buy the asset at the end of the lease term. The Group also leases motor
vehicles. For motor vehicles the Group has applied the practical expedient in paragraph 15 of IFRS 16, whereby
non-lease components have not been separated from lease components, such that lease costs and service costs
are treated as a single lease component.
Printers and photocopiers – the Group has applied the recognition exemption for low-value assets to these leases.
Government grants
Government grants relating to income are recognised in the statement of profit and loss.
Government grants relating to assets are recognised in the balance sheet as a deduction in the carrying amount
of the asset. Depreciation is charged on the value of the asset less the associated grant.
68
NOTES TO THE FINANCIAL STATEMENTS
1. Accounting policies (continued)
Impairment of property, plant, equipment and intangible assets
The carrying amounts of the Group’s assets are reviewed each year to determine whether there is any indication
of impairment. If any such indication exists, the asset’s recoverable amount is estimated. The recoverable amount
is the greater of an asset’s or cash-generating unit’s (CGU) fair value less costs to sell or value in use.
For goodwill, assets that have an indefinite useful life and intangible assets that are not yet available for use, the
recoverable amount is estimated at each balance sheet date.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds
its recoverable amount. Impairment losses are recognised in the statement of profit and loss.
Reversals of impairment
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.
An impairment loss is reversed only to the extent that the asset or CGU’s carrying amount does not exceed the
carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss
had been recognised.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in, first-out principle
and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and
condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of
overheads based on normal operating capacity.
Provisions
Warranty provisions
The Group carries a warranty provision where applicable. The warranties are committed at contract placement
stage and typically, where given to a customer, the warranty has a duration of between 1 and 3 years. At the expiry
of the warranty period, to the extent not utilised, the warranty provision is then released back into the statement of
profit and loss. The warranties are generally passive in nature, confirming that the goods comply with contractual
specifications. Given that the incidence of product failure is low, the warranties have no tangible customer value.
69
NOTES TO THE FINANCIAL STATEMENTS
2. Accounting estimates and judgements
The Group makes judgements and estimates in applying the Group’s accounting policies, to prepare the
financial statements.
Key estimates and judgements
IFRS 15 Revenue Recognition (discontinuing operations only)
The Directors consider that a key estimate, which may have a material impact on the financial statements,
is in relation to IFRS 15 and, in particular, where revenue for some of our Mechanical Engineering work in
progress contracts is recognised overtime. When reviewing the terms of contracts with customers, judgement is
required to assess the number of performance obligations within the contracts and when to recognise contract
provisions.
For contracts where revenue is recognised over time, there is a need to estimate the costs to complete on these
contracts. The costs to complete estimates can be complex, as they need to consider several variable factors
such as the impact of delays, cost overruns and also any variations to contract. Once complete, these estimates
then drive the amount of revenue recognised. The estimates are prepared and reviewed by management,
with suitable experience and qualifications, who endeavour to ensure that the revenue recognised prior to
the completion of the contract is not under or overstated, based on possible technical risks and inherent
uncertainties.
Whilst cost to complete estimates are based on management’s best knowledge at the time, it is clear, due to
the very nature of an estimate, that the eventual outcomes may differ due to unforeseen events. However, the
advanced stage of completion of a number of contracts reduces the risk of unforeseen events arising, and,
given that the initial position taken on material contracts at the balance sheet date is revisited as part of the post
balance sheet review process prior to the financial statements being signed off, the risk of a material impact
on the financial statements arising from changes in estimates here is considered to be low. The current year’s
revenue would be reduced by £1,704,000 (2025:993,000), if the costs, absorbed by the Group, to complete
contracts in progress at year-end were 1% higher. This reduction relates entirely to discontinuing operations.
Claims, which are subject to commercial negotiation, are recognised only when there is a high level of certainty;
the Directors consider this to be when there is a signed agreement in place. Consideration is given to the
requirements of IFRS 15 in determining the appropriate accounting for the claim settlements, taking into account
the nature of the settlement and whether it relates to a point in time or over time revenue contract.
Determination of the basis for the amortisation / impairment of intangible assets
The Group carries different classes of intangible assets on its balance sheet, which include goodwill,
manufacturing rights, brand names and development costs. Capitalised intangible costs are amortised on a
straight-line basis, which commences when the Group is expected to benefit from cash inflows. A key estimate
is required in determining the useful economic life, over which each asset is to be amortised, with current
timeframes ranging from fifteen to twenty-five years. In arriving at the appropriate timeframe for amortisation,
there are essentially two key estimates, namely the product life cycle and the amount of profit generated from
the expected income streams. In accordance with IAS 38, the basis on which goodwill and other intangible
assets are impaired and amortised is assessed annually.
The sensitivity of goodwill is considered within note 16 to these financial statements.
Reducing by one third the lives of intangible assets relating to continuing operations, which are more than
fifteen years, would reduce the current year pre-tax profits by £322,000 (2025: £475,000).
Duvelco viability
The Company has invested circa £26 million in the area of high-performance Polyimide resins. The Company,
during the financial year, commenced the testing and commissioning of the facility and started producing
material, which will be used by targeted customers to perform their acceptance trials of the material. The first
material commercial sales are expected to occur in the following financial year once acceptance trials have
concluded. The judgement of the Board is that the market potential here is significant and that future profitability
is expected to be strong. Accordingly, the Directors do not see a need to impair the investment in this area.
Assets held for sale
The Board of Directors has commenced a strategic review to consider a range of potential options to maximise
value for shareholders, whilst ensuring continuity for all shareholders, including customers and the long term
prosperity of its businesses. The Board used its judgement to identify those businesses that would be best
suited to a disposal process due to levels of interest expressed by external parties, together with an assessment
of the strategic fit of the businesses and the value that could be realised for shareholders. That judgement
included the assessment of the future finances of each entity, how best to market those companies that have
been identified for disposal and whether it was possible to meet all regulatory requirements for a disposal to
be concluded.
The Directors then used their judgement and some estimates as to which assets, liabilities and costs should be
included in the Assets Held for Sale and also which assets, liabilities and costs would be included within the
continuing operations.
70
NOTES TO THE FINANCIAL STATEMENTS
2. Accounting estimates and judgements (continued)
Apart from above, the Group does not have any key assumptions concerning the future, or other key sources of
estimation uncertainty in the reporting period, that may have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial year.
Other estimates and judgements
Other than as reported above, the Directors do not consider there to be any other key estimates or judgements
in preparing the financial statements. The estimates and judgements outlined below formed the main areas of
focus for the Directors throughout the year.
Inventory provisions
The Group’s Directors, in conjunction with senior management in the subsidiaries, regularly review the
recoverability of their stated raw material and work in progress balances, paying particular attention to net
realisable value and stock obsolescence issues. The estimates are in relation to costs to complete and the
expected level of future sales orders for slow moving stocks. Where it is judged that a provision is deemed
necessary, the appropriate adjustments are made in the relevant subsidiary’s books at the time a shortfall is
identified.
Trade receivable provisions
Whilst trade debtors are insured wherever possible, the Directors are able to exercise judgement in relation to
non-credit insured contracts as set out in note 28 (a). The Group Directors, in conjunction with the subsidiary
credit controllers, closely monitor the adherence to payment terms across all accounts (whether insured or not)
and make provision for any losses that are likely to materialise. There is a requirement under IFRS 9 to consider
the statistical likelihood of a bad debt based off previous experience. Historically, the Group’s bad debt write-
offs have been negligible and the Group results are not impacted by this requirement for a statistically based
provision.
3. Discontinued operations
The Board of Directors announced that, during the period, it commenced a strategic review to consider a range
of potential options to maximise value for shareholders whilst ensuring continuity for all stakeholders, including
customers and the long term prosperity of its business. These options include the sale of the Mechanical
Engineering Division, which includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva
GmbH, Easat Group and the Pump Division.
After reviewing the options available, the Board of Directors committed that the preferred course of action
was to progress with a disposal and to initiate an active sales process. Rothschild and Co were appointed as
the Group’s financial adviser to manage that process, engage with interested parties and invite indicative and,
subsequently, binding offers for the businesses identified for disposal.
The disposal process is being actively pursued in accordance with the Board’s approved plan, which targets
completion within the next twelve months.
The Board of Directors has considered the provisions of IFRS 5 and consider that they have met the requirements
for the Financial Statements to be prepared as required by the standard for Assets Held for Sale and discontinued
operations.
The scope of the proposed disposal was determined following consideration of the level of interest expressed
by external parties, together with an assessment of the strategic fit of the businesses and the value that could be
realised for shareholders. Following the assessment, detailed financial, commercial and operational information
was prepared to support the disposal process and enable the businesses identified for disposal to be separated
from those intended to remain within the Group and for interested parties to undertake their evaluation of those
businesses.
As such, these accounts have been prepared to reflect the potential sale by reporting these companies’ results
as Discontinued Operations.
71
NOTES TO THE FINANCIAL STATEMENTS
3. Discontinued Operations (continued)
2026
£’000
2025
£’000
Revenue ... ... ... ... ... ... ... ... ... ... ... ... 211,154 152,422
Cost of sales ... ... ... ... ... ... ... ... ... ... ... ... (103,620) (91,764)
GROSS PROFIT ... ... ... ... ... ... ... ... ... ... ... 107,534 60,658
Selling and distribution costs ... ... ... ... ... ... ... ... (6,380) (5,622)
Administrative expenses ... ... ... ... ... ... ... ... ... (32,487) (29,946)
OPERATING PROFIT ... ... ... ... ... ... ... ... ... ... 68,667 25,090
Finance income ... ... ... ... ... ... ... ... ... ... 91 66
Finance costs ... ... ... ... ... ... ... ... ... ... (2,140) (1,887)
PROFIT BEFORE TAXATION ... ... ... ... ... ... ... ... ... 66,618 23,269
Tax on profit ... ... ... ... ... ... ... ... ... ... ... ... (16,658) (5,417)
PROFIT AFTER TAXATION ... ... ... ... ... ... ... ... ...
49,960 17,852
ATTRIBUTABLE TO:
Equity holders of the parent ... ... ... ... ... ... ... ... ... 49,022 17,532
Non-controlling interests ... ... ... ... ... ... ... ... ... 938 320
PROFIT FOR THE YEAR ... ... ... ... ... ... ... ... ... ... 49,960 17,852
a) Profit and loss account
b) Statement of other comprehensive income
2026
£’000
2025
£’000
PROFIT FOR THE YEAR ... ... ... ... ... ... ... ... ... ... 49,060 17,852
OTHER COMPREHENSIVE INCOME / (EXPENSE)
ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO PROFIT AND LOSS:
Foreign exchange translation differences ... ... ... ... ... ... 116 1,150
Cash flow hedges – effective portion of changes in fair value ... ... ... 506 (4,062)
Cash flow hedges – amounts transferred to profit and loss ... ... ... (2,056) 815
Cash flow hedges – deferred tax credit ... ... ... ... ... ... ... 388 664
Cost of hedging – changes in fair value ... ... ... ... ... ... ... 127 66
Cost of hedging – amounts transferred to profit and loss ... ... ... 242 (132)
Cost of hedging – deferred tax (charge) / credit ... ... ... ... ... (92) 17
OTHER COMPREHENSIVE EXPENSE FOR THE YEAR
NET OF INCOME TAX ... ... ... ... ... ... ... ... (769) (1,482)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR ... ... 49,191 16,370
ATTRIBUTABLE TO: ... ... ... ... ... ... ... ... ...
Equity holders of the parent ... ... ... ... ... ... ... 48,253 15,979
Non-controlling interests ... ... ... ... ... ... ... 938 391
49,191 16,370
72
NOTES TO THE FINANCIAL STATEMENTS
Note
2026
£’000
Property, plant and equipment ... ... ... ... ... ... ... 75,329
Right-of-use assets ... ... ... ... ... ... ... ... ... 856
Intangible assets ... ... ... ... ... ... ... ... ... 12,474
Derivative financial assets designated as cash flow hedging instruments 17 2,410
Derivative financial assets not designated as cash flow hedging instruments 560
Inventories ... ... ... ... ... ... ... ... ... ... ... 38,593
Contract assets ... ... ... ... ... ... ... ... ... ... 31,450
Trade receivables ... ... ... ... ... ... ... ... ... ... 35,322
Other financial assets ... ... ... ... ... ... ... ... ... 1,831
Non-financial assets ... ... ... ... ... ... ... ... ... 2,869
Cash and cash equivalents ... ... ... ... ... ... ... ... 20 4,031
TOTAL ASSETS OF THE DISPOSAL GROUP HELD FOR SALE 205,725
Bank loans - repayable by instalments ... ... ... ... ... ... 21 (394)
Bank loans - rolling credit facilities ... ... ... ... ... ... (47,000)
Lease liabilities ... ... ... ... ... ... ... ... ... ... (909)
Contract liabilities ... ... ... ... ... ... ... ... ... ... (70,228)
Trade and other financial liabilities ... ... ... ... ... ... (27,994)
Non-financial liabilities ... ... ... ... ... ... ... ... (392)
Corporation tax payable ... ... ... ... ... ... ... ... (2,496)
Derivative financial liabilities designated as
cash flow hedging instruments ... ... ... ... ... 23 (763)
Derivative financial liabilities not designated
as cash flow hedging instruments ... ... ... ... ... (46)
Provisions for liabilities and charges ... ... ... ... ... ... (672)
Deferred tax liabilities ... ... ... ... ... ... ... ... ... (9,339)
TOTAL LIABILITIES OF THE DISPOSAL GROUP HELD FOR SALE (160,223)
NET ASSETS 45,492
c) Net assets classified as held for sale
3. Discontinued Operations (continued)
d) Cash flows
2026
£’000
2025
£’000
Net cash flows from operating activities ... ... ... ... ... ... ... 46,721 27,741
Net cash flows from investing activities ... ... ... ... ... ... ... (10,143) (9,588)
Net cash flows from financing activities ... ... ... ... ... ... ... 19,734 (33,381)
NET INCREASE IN CASH AND CASH EQUIVALENTS ... ... 56,312 (15,228)
e) Tax charge
2026
£’000
2025
£’000
Current tax expense ... ... ... ... ... ... ... ... ...
15,615 4,909
Deferred tax expense ... ... ... ... ... ... ... ... ... 25
1,043 508
16,658 5,417
f) Revenue
2026
£’000
2025
£’000
Revenue recognised in the year, which was included in the contract
liability balance at the beginning of the period
31,191 19,050
Revenue recognised from performance obligations, which were
satisfied (or partially satisfied) in previous periods
5,019 2,598
The analysis of revenue by region and by contract type is included in note 5
The carrying value of the net assets classified as held for sale is not lower than the expected sales value.
73
NOTES TO THE FINANCIAL STATEMENTS
3. Discontinued Operations (continued)
A performance obligation is the value of work still to complete on a contract.
The aggregate amount of the transaction price allocated to the performance obligations for longer-term
contracts, which are unsatisfied (or partially unsatisfied) as at the end of the reporting period is shown below.
The Group has applied the practical expedient in IFRS 15, paragraph 121, and has not disclosed the remaining
performance obligations for contracts which have an original expected duration of one year or less.
g) Performance Obligations
2026
£’000
2025
£’000
Performance obligations due to be satisfied within one year ... ... ... 124,058 69,467
Performance obligations due to be satisfied between two to three years 57,839 81,818
Performance obligations due to be satisfied between four to five years ... 33,498 43,235
Performance obligations due to be satisfied after more than five years ... 7,744 6,969
223,139 201,489
The Group’s approach to financial risk management is outlined in note 28.
i) Credit risk
Exposure to credit risk
At the reporting date, the maximum exposure to credit risk for financial assets, stated at their carrying
values, was:
h) Financial risk management
2026
£’000
Contract assets ... ... ... ... ... ... ... ... ... ... ... ... ... 31,450
Trade receivables ... ... ... ... ... ... ... ... ... ... ... ... ... 35,322
Other financial assets ... ... ... ... ... ... ... ... ... ... ... ... 1,831
Cash at bank and cash equivalents ... ... ... ... ... ... ... ... ... ... 4,031
Derivative financial assets ... ... ... ... ... ... ... ... ... ... ... 2,970
Hypothetical Credit Risk Exposure (by Geographic Region) - assuming no credit insurance
At the reporting date, the maximum exposure to credit risk for trade receivables, stated at their carrying
value, before taking into account credit insurance, was:
2026
£’000
UK
... ... ... ... ... ... ... ... ... ... ... ... ... ...
... 3,747
Rest of Europe
... ... ... ... ... ... ... ... ... ... ... ... ...
... 2,393
USA
... ... ... ... ... ... ... ... ... ... ... ... ... ...
... 15,514
Pacific Basin
... ... ... ... ... ... ... ... ... ... ... ... ...
... 4,518
Rest of World
... ... ... ... ... ... ... ... ... ... ... ... ...
... 9,150
35,322
The ageing of trade receivables and impairments at the reporting date was:
2026
Net
£’000
Gross
£’000
Impairment
provision
£’000
Current (Not past due)
... ... ... ... ... ... ...
26,620 26,629 (9)
1-30 days past due
... ... ... ... ... ... ...
2,509 2,509 -
31-90 days past due
... ... ... ... ... ... ...
5,132 5,132 -
More than 90 days past due
... ... ... ... ...
1,061 1,082 (21)
35,322 35,352 (30)
74
NOTES TO THE FINANCIAL STATEMENTS
ii) Liquidity risk
Maturity Analysis
3. Discontinued Operations (continued)
2026 Contractual Cash Flows
Within
1 year
£’000
2-3
years
£’000
4-5
years
£’000
Total
£’000
Carrying
value
£’000
Bank loan repayable by instalments 398 - - 398 394
Bank loans - rolling credit facilities 47,000 - - 47,000 47,000
Lease liabilities
... ... ... ... ...
303 238 477 1,018 909
Trade and other financial liabilities
...
27,994 - - 27,994 27,994
Total non-derivatives
75,695 238 477 76,410 76,297
(Inflow) ... ... ... ... ... ... (43,294) (14,754) (5,194) (63,242) 809
Outflow ... ... ... ... ... ... 49,126 14,946 - 64,072 809
Total derivatives
... 5,832 192 (5,194) 830 830
iii) Market risk - currency exposure
2026
US Dollar
£’000
Euro
£’000
Other
£’000
Total
£’000
Non-derivatives
Trade and other receivables
... ... ... ... ...
16,424 679 4,097 21,200
Cash and cash equivalents
... ... ... ... ...
633 4 210 847
Trade and other payables
... ... ... ... ...
(613) (471) - (1,084)
Total non-derivatives
16,444 212 4,307 20,963
Derivatives - fair value
Forward exchange contracts - assets
... ... ...
2,709 74 216 2,999
Forward exchange contracts - liabilities
... ...
(710) (33 (51) (794)
1,999 41 165 2,205
Derivatives - nominal value
Forward exchange contracts - assets
... ... ...
108,662 7,328 9,003 124,993
Forward exchange contracts - liabilities
... ...
55,818 - - 55,818
Total gross contractual cash flows
164,480 7,328 9,003 180,811
Market risk - Hypothetical currency sensitivity analysis
2026
Effect
on equity
£’000
Effect on profit
before tax
£’000
GBP strengthens by 1% against USD
... ... ... ...
867 508
GBP strengthens by 1% against EUR
... ... ... ...
23 15
GBP weakens by 1% against USD
... ... ... ...
(885) (518)
GBP weakens by 1% against EUR
... ... ... ...
(23) (16)
75
NOTES TO THE FINANCIAL STATEMENTS
3. Discontinued Operations (continued)
2026
Floating
rate
£’000
Fixed
rates
£’000
Non interest-
bearing
£’000
Total
£’000
Cash and cash equivalents ... ... ... ... - - 4,031 4,031
Contract assets ... ... ... ... ... ... - - 31,450 31,450
Trade and financial assets ... ... ... ... - - 37,153 37,153
Derivative assets ... ... ... ... ... - - 2,970 2,970
Contract liabilities ... ... ... ... ... - - (70,228) (70,228)
Trade and other financial liabilities ... ... - - (27,994) (27,994)
Derivative liabilities ... ... ... ... ... - - (809) (809)
Bank loans - revolving credit facilities ... (47,000) - - (47,000)
Bank loans - repayable by instalments ... - (394) - (394)
Lease liabilities ...
... ... ... ... ...
- (909) - (909)
Total
(47,000) (1,303) (23,427) (71,730)
iv) Interest rate risk
v) Total financial assets and liabilities
2026
Level Carrying
amount
£’000
Fair
value
£’000
Financial assets
Amortised cost
Cash and cash equivalents ... ... ... ... ... ... Other 4,031 4,031
Contract assets ... ... ... ... ... ... ... ... Other 31,450 31,450
Trade receivables ... ... ... ... ... ... ... Other 35,322 35,322
Other financial assets ... ... ... ... ... ... ... Other 1,831 1,831
Fair value through profit and loss ... ... ... ...
Derivative financial assets ... ... ... ... ... ... Level 2 560 560
Fair value – hedging instrument
Derivative financial assets ... ... Level 2 2,410 2,410
Total financial assets ... ... ... ... ... ... 75,604 75,604
Financial liabilities
Amortised cost
... ... ... ... ... ... ...
Contract liabilities ... ... ... ... ... ... ... Other 69,325 69,325
Trade and other financial liabilities
... ... ... ...
Other 27,994 27,994
Bank loans - rolling credit facilities ... ... ... Other 47,000 47,000
Bank loans - repayable by instalments ... ... ... Other 394 398
Lease liabilities ... ... ... ...
... ... ... ...
Other 909 1,018
Fair value through profit and loss ... ... ... ...
Derivative financial liabilities ...
... ... ... ...
Level 2 46 46
Fair value - hedging instrument ... ... ... ...
Derivative financial liabilities ... ... ... ... ... Level 2 763 763
Total financial liabilities ... ... ... ... ... ... 147,334 147,447
The carrying amounts of the financial assets and liabilities are approximately the same as their fair value.
76
NOTES TO THE FINANCIAL STATEMENTS
4. Segmental information
Reportable segments
Further to the strategic review detailed in note 3, a change in management reporting occurred during the year
and these accounts have been prepared reflecting this.
The businesses that are to be disposed now form a separate management report and the continuing operations
reported internally as the Refractory Engineering Division; a Technological Division made up of Duvelco
and Internet Central, that were formerly part of the Mechanical Engineering Division, but are not part of the
businesses for sale; and the Central costs of Goodwin PLC.
The total column titled as Continuing has been shared as the Board of Directors see that this additional
information benefits those reading the financial statements that it reflects the total ongoing operations of the
Group. Consequently, the segmental analysis has been prepared on the basis of the current reportable segments
and the comparative figures have been restated accordingly.
2026
Refractory
£’000
Techno
-logical
£’000
Central
Costs
£’000
Continuing
£’000
Mechnical
(Discontinued
£’000
Group
£’000
Profit and loss account
External revenue ... ... 64,856 3,922 84 68,862 211,154 280,016
Cost of sales ... ... ... (32,666) (3,212) (240) (36,118) (103,620) (139,738)
Gross profit ... ... ... 32,190 710 (156) 32,744 107,534 140,278
Selling and distribution costs (5,803) (572) (71) (6,446) (6,380) (12,826)
Administrative expenses (10,674) (3,593) (2,094) (16,361) (32,487) (48,848)
Operating profit / (loss) 15,713 (3,455) (2,321) 9,937 68,667 78,604
Finance income ... ... 26 - 944 970 91 1,061
Finance costs ... ... ... (41) (34) (12) (87) (2,140) (2,227)
Share of profit of
associate company
... ...
64 - - 64 - 64
Unrealised (loss) / gain on
10 year interest rate swap
derivative
- - 49 49) - 49)
Profit before tax ... ... 15,762 (3,489) (1,340) 10,933 66,618 77,551
Taxation ... ... (3,498) 740 (190) (2,948) (16,658) (19,606)
Profit after tax ... ... 12,264 (2,749) (1,530) 7,985 49,960 57,945
77
NOTES TO THE FINANCIAL STATEMENTS
4. Segmental information (continued)
2026
Refractory
£’000
Techno
-logical
£’000
Central
Costs
£’000
Continuing
£’000
Mechnical
(Discontinued
£’000
Group
£’000
Cash flow statement
Cash flow from
operating activities ... ... 12,965 (1,524) 3,634 15,075 46,721 61,796
Cash flow from
investing activities ... ... (1,224) (2,830) (465) (4,519) (10,143) (14,662)
Cash flow from
financing activities ... ... (1,581) (92) (67,058) (65,531) 19,734) (45,797)
Net increase /
(decrease) in cash
and cash equivalents
10,160 (4,446) (60,689) (54,975) 56,312 1,337
2026
Refractory
£’000
Techno
-logical
£’000
Central
Costs
£’000
Continuing
£’000
Mechnical
(Discontinued
£’000
Group
£’000
Balance sheet
Total assets ... ... ... 62,252 27,679 27,814 117,745 205,725 323,470
Total liabilities ... ... ... (10,327) (2,338) (14,553) (27,218) (160,233) (187,451)
Net assets ... ... ... 51,925 25,341 13,261 90,527 45,492 136,019
2025
Balance sheet
Total assets ... ... ... 62,317 25,143 21,887 109,347 176,525 285,872
Total liabilities ... ... ... (9,984) (2,015) (11,849) (23,848) (119,816) (143,664)
Net assets ... ... ... 52,333 23,128 10,038 85,499 56,709 142,208
2025
Refractory
£’000
Techno
-logical
£’000
Central
Costs
£’000
Continuing
£’000
Mechnical
(Discontinued
£’000
Group
£’000
Profit and loss account
External revenue ... ... 63,388 3,863 36 67,287 152,422 219,709
Cost of sales ... ... ... (33,740) (2,346) (250) (36,336) (91,764) (128,100)
Gross profit ... ... ... 29,648 1,517 (214) 30,951 60,658 91,609
Selling and distribution costs (5,183) (98) - (5,281) (5,622) (10,903)
Administrative expenses (10,777) (2,015) (856) (13,648) (29,946) (43,594)
Operating profit / (loss) 13,688 (596) (1,070) 12,022 25,090 37,112
Finance income ... ... 30 - 1,209 1,239 66 1,305
Finance costs ... ... ... (22) (38) (1,018) (1,078) (1,887) (2,965)
Share of profit of
associate company
... ...
65 - - 65 - 65
Unrealised (loss) / gain on
10 year interest rate swap
derivative
- - (1,257) (1,257) - (1,257)
Profit before tax ... ... 13,761 (634) (2,136) 10,991 23,269 34,260
Taxation ... ... (2,866) 82 119 (2,665) (5,417) (8,082)
Profit after tax ... ... 10,894 (552) (2,017) 8,326 17,852 26,178
78
NOTES TO THE FINANCIAL STATEMENTS
4. Segmental information (continued)
2025
Refractory
£’000
Techno
-logical
£’000
Central
Costs
£’000
Continuing
£’000
Mechnical
(Discontinued
£’000
Group
£’000
Cash flow statement
Cash flow from
operating activities ... ... 13,672 2,343 14,438 30,453 27,741 58,194
Cash flow from
investing activities ... ... (2,206) (4,201) (15) (6,422) (9,588) (16,010)
Cash flow from
financing activities ... ... (2,193) (74) (20,271) (22,538) (33,381) (55,919)
Net increase /
(decrease) in cash
and cash equivalents
9,273 (1,932) (5,848) 1,493 (15,228) (13,735)
2026
Refractory
£’000
Techno
-logical
£’000
Central
Costs
£’000
Continuing
£’000
Mechnical
(Discontinued
£’000
Group
£’000
Other segmental information
Capital expenditure:
Property, plant
and equipment ... ... 1,062 1,922 1,008 3,992 9,911 13,903
Right-of-use assets ... ... 728 5 - 733 317 1,050
Intangible assets ... ... 312 934 80 1,326 540 1,866
Net increase /
(decrease) in cash
and cash equivalents
2,102 1,216 1,088 6,051 10,768 16,819
Depreciation, amortisation
and impairment:
Depreciation - PPE ... ... 1,533 519 499 2,551 5,095 7,646
Depreciation - ROU ... ... 308 106 - 414 319 733
Amortisation and impairment 721 90 92 903 512 1,415
2,562 715 591 3,868 5,926 9,794
2025
Other segmental information
Capital expenditure:
Property, plant
and equipment ... ... 1,457 3,238 162 4,857 10,153 15,010
Right-of-use assets ... ... 6 - 55 61 86 147
Intangible assets ... ... 504 1,772 1 2,277 838 3,115
Net increase /
(decrease) in cash
and cash equivalents
1,967 5,010 218 7,195 11,077 18,272
Depreciation, amortisation
and impairment:
Depreciation - PPE ... ... 1,451 181 307 1,939 4,724 6,663
Depreciation - ROU ... ... 437 107 310 854 492 1,346
Amortisation and impairment 828 - 98 926 654 1,580
2,716 288 715 3,719 5,870 9,589
79
NOTES TO THE FINANCIAL STATEMENTS
Geographical segments
The Group operates in the following principal locations. In presenting the information on geographical segments,
revenue is based on the location of its customers and assets on the location of the assets.
2026 2025 (restated)
Continuing
£’000
Discontinued
£’000
*Total
£’000
Continuing
£’000
Discontinued
£’000
*Total
£’000
Revenue
UK ... ... 19,672 57,606 77,278 18,749 45,155 63,904
Rest of Europe ... ... 7,779 19,812 27,591 8,003 18,668 26,671
USA ... ... 456 67,560 68,016 524 34,902 35,426
Pacific Basin ... ... 26,210 18,800 45,010 24,515 18,211 42,726
Rest of World ... ... 14,745 47,376 62,121 15,496 35,486 50,982
68,862 211,154 280,016 67,287 152,422 219,709
Net assets
UK ... ... 68,130 1,700 69,830 64,412 19,481 83,893
Rest of Europe ... ... - 19,648 19,648 - 15,550 15,550
Pacific Basin ... ... 17,139 131 17,270 16,106 (6) 16,106
Rest of World ... ... 5,258 24,013 29,271 4,924 21,735 26,659
90,527 45,492 136,019 85,442 56,7656 142,208
Non-current assets
UK ... ... 60,658 70,167 130,825 58,591 67,046 125,636
Rest of Europe ... ... - 10,647 10,647 - 8,627 8,627
Pacific Basin ... ... 6,686 86 6,772 6,185 105 6,290
Rest of World ... ... 1,446 7,759 9,205 1,802 8,977 10,779
68,790 88,659 157,449 66,578 84,755 151,332
Capital expenditure
UK ... ... 5,048 8,008 13,056 6,623 5,845 12,468
Rest of Europe ... ... - 2,533 2,533 - 4,186 4,186
Pacific Basin ... ... 930 - 930 169 2 171
Rest of World ... ... 71 226 297 402 1,045 1,447
6,049 10,767 16,816 7,194 11,078 18,272
* The totals are non-GAAP measures, which have been included to provide a useful analysis of the Group as a
4. Segmental information (continued)
80
NOTES TO THE FINANCIAL STATEMENTS
5. Revenue
The following tables provide an analysis of revenue by product line, with the analysis of revenue by geographical
region being included in note 4. Further information on the revenue generated by the discontinued operations
is included in note 3.
Geographical market
Year ended 30th April, 2026 Year ended 30th April, 2025
Continuing
£’000
Discontinued
£’000
*Total
£’000
Continuing
£’000
Discontinued
£’000
Total
£’000
UK 19,672 57,606 77,278 18,749 45,155 63,904
Rest of Europe 7,779 19,812 27,591 8,003 18,668 26,671
USA 456 67,560 68,016 524 34,902 35,426
Pacific Basin 26,210 18,800 45,010 24,515 18,211 42,726
Rest of World 14,745 47,376 62,121 15,496 35,486 50,982
Total 68,862 211,154 280,016 67,287 152,422 219,709
Product lines
Year ended 30th April, 2026 Year ended 30th April, 2025
Continuing
£’000
Discontinued
£’000
Total
£’000
Continuing
£’000
Discontinued
£’000
Total
£’000
Standard products and
consumables 65,502 15,497 80,999 63,918 13,782 77,700
Bespoke products - point
in time
- 29,260 28,960 - 21,382 21,382
Point in time revenue 65,502 44,457 109,959 63,918 35,164 99,082
Minimum period
contracts
3,360 3,169 6,529 3,369 1,332 4,701
Bespoke products - over
time
- 163,528 163,528 - 115,926 115,926
Over time revenue 3,360 166,697 170,057 3,369 117,258 120,627
Total revenue 68,862 211,154 280,016 67,287 152,422 219,709
The Group’s revenue is not significantly impacted by seasonal or cyclical events. The potential risk of the loss of
any key customer is limited, as no single customer accounts for more than 10% of annual revenue (2025: none).
In simple terms, where a performance obligation may be satisfied and recognised in the profit and loss overtime,
a contract asset arises when an entity has done work for a customer that has been recognised as revenue to date
but has not yet issued an invoice or received payment for that work. Similarly, a contract liability arises when an
entity has invoiced the customer or received payment from them but has not yet done the work and the invoices
and/or payments exceed the revenue recognised to date.
For performance obligations that are satisfied and recognised at a point in time, typically defined by the INCO
terms of the contract, the net position of the work done less amounts invoiced or paid by the customer before
the obligation is satisfied is shown within work in progress.
Balances related to contracts with customers
Year ended 30th April, 2026 Year ended 30th April, 2025
Continuing
£’000
Discontinued
£’000
*Total
£’000
Continuing
£’000
Discontinued
£’000
Total
£’000
Trade receivables due
within one year (note
19, 3) 9,371 35,322 44,693 8,909 27,022 35,931
Work in progress
(note 18, 3)
- 17,025 17,025 - 7, 1 7 4 7, 1 7 4
Contract assets 295 31,450 31,745 189 24,121 24,310
Contract liabilities (386) (70,228) (70,614) (88) (55,074) (55,162)
9,280 13,569 22,849 9,010 3,243 12,253
* The totals are non-GAAP measures, which have been included to provide a useful analysis of the Group as a whole.
81
NOTES TO THE FINANCIAL STATEMENTS
5. Revenue (continued)
Performance obligations
A performance obligation is the value of work still to complete on a contract.
The performance obligations for discontinued operations are disclosed in note 3.
The Group has applied the practical expedient in IFRS 15, paragraph 121, and has not disclosed the remaining
performance obligations for contracts which have an original expected duration of one year or less.
6. Expenses and auditor’s remuneration
The following are included in profit before taxation and reflect the total of continuing and discontinuing
operations::
Note
2026
£’000
2025
£’000
Charged / (credited) to the statement of profit and loss
Depreciation:
Owned assets
... ... ... ... ... ... ... ... ... ... 12 7,646 6,663
Right-of-use assets
... ... ... ... ... ... ... ... ... 13
733 1,346
Amortisation and impairment of intangible assets
... ... ... ... ... 16
1,415 1,580
(Profit) / loss on sale of property, plant and equipment
... ... ... ...
(73) 126
Research expenditure
... ... ... ... ... ... ... ... ...
2,757 1,361
Impairment of trade receivables
... ... ... ... ... ... ... ...
205 159
Realised currency (gains) / losses
... ... ... ... ... ... ...
(1,151) (866)
Unrealised currency losses (gains)
... ... ... ... ... ... ...
(783) 1,231
Fair value movement on unhedged currency contracts
... ... ... ...
746 140
Fees receivable by the auditor and the auditor’s associates in respect of:
...
Audit of these financial statements
... ... ... ... ... ...
154 133
Audit of the financial statements of subsidiaries ... ... ... ... 540 475
The fair value movement on unhedged currency contracts is reported within administrative expenses.
82
NOTES TO THE FINANCIAL STATEMENTS
7. Staff numbers and costs
The average number of persons employed by the Group (including Directors) during the year, analysed by
category, was as follows:
2026
Number
2025
Number
Subsidiary employees
... ... ... ... ... ... ... ... ... ...
1,239 1,194
Goodwin PLC Company employees ... ... ... ... ... ... ... ... 57 59
1,296 1,253
Less: employees included in the discontinued operations (935) (878)
361 375
The aggregate payroll costs of these persons were as follows:
2026
£’000
2025
£’000
Wages and salaries ... ... ... ... ... ... ... ... ... ... 63,709 54,975
Social security costs ... ... ... ... ... ... ... ... ... ... 6,887 5,545
Other pension costs ... ... ... ... ... ... ... ... ... ... 2,071 1,787
72,667 62,307
Payroll costs are reported as follows:
2026
£’000
2025
£’000
Cost of sales ... ... ... ... ... ... ... ... ... ... 33,022 29,180
Selling and distribution costs ... ... ... ... ... ... ... ... 6,344 5,369
Administrative expenses ... ... ... ... ... ... ... ... ... 33,301 27,758
72,667 62,307
Details of the Directors’ remuneration can be found within the Directors’ Remuneration Report on pages 40 to 43.
The emoluments of the highest paid Director were £465,000 (2025: £451,000). On 30th April, 2026, three Directors
were members of a defined contribution pension scheme (2025: one).
2026
£’000
2025
£’000
Continuing operations ... ... ... ... ... ... ... ... ... ... 15,833 14,008
Discontinued operations ... ... ... ... ... ... ... ... ... 56,834 48,299
72,667 62,307
83
NOTES TO THE FINANCIAL STATEMENTS
8. Finance income and costs
2026
£’000
2025
£’000
Income from interest rate swap ... ... ... ... ... ... ... ... ... 944 1,210
Other interest income ... ... ... ... ... ... ... ... ... ... 26 29
Finance income ... ... ... ... ... ... ... ... ... ... ... 970 1,239
Interest expense on lease liabilities
... ... ... ... ... ... ... ... 114 476
Interest expense on bank loans and overdrafts ... ... ... ... ... ... 522 1,460
Capitalised interest on assets in the course of construction ... ... ... ... (549) (858)
Finance costs ... ... ... ... ... ... ... ... ... ... 87 1,078
Finance costs (net) ... ... ... ... ... ... ... ... ... ... 883 161
The average interest rate used to calculate capitalised interest was 4.85% (2025: 5.02%). This takes into account
the benefit of the interest rate swap.
9. Taxation
Recognised in profit and loss
2026
£’000
2025
£’000
Current tax expense
Current year
... ... ... ... ... ... ... ... ... ... ... 2,398 2,042
(Over) / under provision in prior years ... ... ... ... ... ... ... (1,098) 11 7
1,300 2,159
Deferred tax expense
Origination and reversal of temporary differences
– current year (see below)
... ... ... ... ... ... ... ...
583 853
Origination and reversal of temporary differences
– (under) / over-provision in prior years ... ... ... ... ... ... ... 1,065 (347)
1,648 506
Total tax expense ... ... ... ... ... ... ... ... ... ... 2,948 2,665
UK corporation tax
The tax charge on the face of the profit and loss is the aggregated total of the tax applicable to the profits of each
Group company calculated at its country tax rate. The UK taxation system has provisions within it that allow for
first year capital allowances on certain qualifying assets at 100% for items purchased before 1st January, 2026,
when it dropped to 40% for main-rate plant and machinery purchased after 1st January, 2026. Due to the high
capital expenditure within the UK element of the Group over the last few years, the Group has been able to utilise
these first year allowances within the UK Group taxation computations. This has resulted in a lower amount
of taxation actually being paid in the UK for both financial year 2026 and financial year 2025 and a significant
deferred tax charge of 24% of the calculated tax, which will not be paid until sometime in the future.
Origination and reversal of temporary differences – current year
The majority of the deferred tax expense shown above comes from the difference between the accounting
treatment and the tax treatment of plant and equipment expenditure. Under the current UK tax regime, items
purchased before 1st January, 2026 are 100% offset against the profits in the year of expenditure, with items
purchased after 1st January, 2026 having 40% of their value offset against profits in the year of expenditure
and so produces a lower amount of taxation payable. In future years, the tax benefit, gained from these first-
year allowances, reverses over time as future profits are taxed without further offset from this historical capital
expenditure.
84
NOTES TO THE FINANCIAL STATEMENTS
9. Taxation (continued)
Reconciliation of effective tax rate
2026
£’000
2025
£’000
Profit before taxation ... ... ... ... ... ... ... ... ... ... 10,933 10,991
Tax using the UK corporation tax rate of 25.00% (2025: 25.00%) ... ... ... ... 2,733 2,748
Tax effect of non-deductible / (taxable) amounts in calculating taxable income:
Non-taxable income ... ... ... ... ... ... ... ... ... ... ... (84) (226)
Non-deductible expenses ... ... ... ... ... ... ... ... ... ... 383 229
Over provision in prior years ... ... ... ... ... ... ... ... ... (33) (230)
Withholding tax unrelieved ... ... ... ... ... ... ... ... ... ... 501 749
Difference in overseas tax rates ... ... ... ... ... ... ... ... ... (536) (594)
Effect of equity accounting for associate ... ... ... ... ... ... ... ... (16) ( 11 )
Total tax expense ... ... ... ... ... ... ... ... ... ... 2,948 2,665
Where subsidiary companies have incurred losses in the year, which are unlikely to be relieved against future
profits in the foreseeable future, deferred tax assets are not recognised.
Withholding tax unrelieved represents withholding tax deducted on dividends and royalties from overseas
subsidiaries and associates.
Recognised in other comprehensive income
2026
£’000
2025
£’000
Deferred tax charge on the cash flow hedge and cost of hedging reserve ... ... 428 (839)
10. Earnings per share
Number of
ordinary shares
2026 2025
Ordinary shares in issue
Opening and closing shares in issue ... ... ... ... ... ... ... ... 7,509,600 7,509,600
Total ordinary shares ... ... ... ... ... ... ... ... ... ... 7,509,600 7,509,600
Weighted average number of ordinary shares in issue ... ... ... ... ... 7,509,600 7,509,600
2026
£’000
2025
£’000
From continuing operations ... ... ... ... ... ... ... ... ... ...
6,432 7,037
From discontinuing operations ... ... ... ... ... ... ... ... ... 49,022 17,532
Relevant post-tax profits attributable to ordinary shareholders ... ... ... ... 55,454 24,569
2026
pence
2025
pence
From continuing operations ... ... ... ... ... ... ... ... ... ... 85.65 93.71
From discontinued operations ... ... ... ... ... ... ... ... ... 652.79 233.46
Basic and diluted earnings per share ... ... ... ... ... ... ... ... 738.44 327.17
11. Dividends
2026
£’000
2025
£’000
Paid special interim dividend during the year
532p (2025: nil) per qualifying ordinary share ... ... ... ... ... ... ... 39,951 -
Paid ordinary dividends during the year in respect of prior
years 280p (2025: 133p) per qualifying ordinary share ... ... ... ... ... 21,027 9,988
60,978 9,988
After the balance sheet date an ordinary dividend of 330 pence per qualifying ordinary share was proposed by
the Directors (2025: Ordinary dividend of 280 pence).
The proposed current year ordinary dividend of £24,782,000 (2025: Proposed ordinary dividend of £21,027,000)
85
NOTES TO THE FINANCIAL STATEMENTS
12. Property, plant and equipment
Cost
Land and
buildings
£’000
Plant and
machinery
£’000
Other
equipment
£’000
Assets in
course of
construc-
tion
£’000
Total
£’000
Balance at 1st May, 2025 ... ... ... 62,588 102,198 8,560 26,319 199,665
Additions ... ... ... ... ... 1,401 3,117 1,346 8,039 13,903
Reclassification ... ... ... ... 3,005 22,288 6 (25,299) -
Transfer from ROU* ... ... ... - 5,360 - - 5,360
Transfer to assets
classified as held for sale
... ... (43,262) (84,394) (3,568) (8,837) (140,061)
Disposals ... ... ... ... ... (289) (3,185) (1,372) (1) (4,847)
Exchange adjustment ... ... ... (475) (340) 29 54 (732)
Balance at 30th April, 2026 ... 22,968 45,044 5,001 275 73,288
Depreciation
Balance at 1st May, 2025 ... ... ... 14,908 61,249 6,676 - 82,833
Charged in year ... ... ... ... 1,885 5,066 695 - 7,646
Transfer from ROU* ... ... ... - 1,161 - - 1,161
Transfer to assets
classified as held for sale
... ... (10,516) (51,715) (2,501) - (64,732)
Disposals ... ... ... ... ... (197) (3,122) (1,229) - (4,548)
Exchange adjustment ... ... ... (27) (26) 33) - (20)
Balance at 30th April, 2026 ... 6,053 12,613 3,674 - 22,340
Net book value
As at 1st May, 2025 ... ... ... 47,680 40,949 1,884 26,319 116,832
As at 30th April, 2026 ... ... 16,915 32,431 1,327 275 50,948
Cost
Balance at 1st May, 2024 ... ... ... 59,953 94,849 6,472 19,632 180,906
Additions ... ... ... ... ... 2,528 1,510 442 10,530 15,010
Reclassification - others ... ... ... 1,098 2,699 - (3,797) -
Transfer to ROU* ... ... ... - 4,359 2,021 - 6,380)
Disposals ... ... ... ... ... (85) (741) (256) (26) (1,108)
Exchange adjustment ... ... ... (906) (478) ( 119 ) (20) (1,523)
Balance at 30th April, 2025 ... 62,588 102,198 8,560 26,319 199,665
Depreciation
Balance at 1st May, 2024 ... ... ... 13,287 57,277 5,005 - 75,569
Charged in year ... ... ... ... 1,808 4,481 374 - 6,663
Transfer to ROU* ... ... ... - 321 1,609 - 1,930
Disposals ... ... ... ... ... (4) (639) (224) - (867)
Exchange adjustment ... ... ... (183) (191) (88) - (462)
Balance at 30th April, 2025 ... 14,908 61,249 6,676 - 82,833
Net book value
As at 30th April, 2025 ... ... 47,680 40,949 1,884 26,319 116,832
* Assets are transferred from the right-of-use assets category on the settlement of a lease purchase agreement
and payment of the option to purchase fee.
Additions
During the year the Group expended £14 million on property, plant and equipment. The major items purchased
during the year were new radiography equipment, an extension to the Noreva facility and purchases of presses
to be used in making stock shapes for the Duvelco powder.
Other equipment
Other equipment comprises motor vehicles, IT hardware and office equipment.
2026
£’000
2025
£’000
Land and buildings ... ... ... ... ... ... ... ... ... ... ... 108 4,970
Plant and machinery ... ... ... ... ... ... ... ... ... ... ... 167 21,349
275 26,319
Assets in course of construction
86
NOTES TO THE FINANCIAL STATEMENTS
12. Property, plant and equipment (continued)
2026
£’000
2025
£’000
Cost of sales ... ... ... ... ... ... ... ... ... ... ... 7,414 6,453
Administrative expenses ... ... ... ... ... ... ... ... ... ... 232 210
7,646 6,663
Continuing operations ... ... ... ... ... ... ... ... ... ... 2,550 1,939
Discontinuing operations ... ... ... ... ... ... ... ... ... ... 5,096 4,724
7,646 6,663
Depreciation
Depreciation is reported as follows:
2026
£’000
2025
£’000
Land and buildings ... ... ... ... ... ... ... ... ... ... ... - 1,432
Plant and machinery ... ... ... ... ... ... ... ... ... ... ... - 4,086
- 5,518
Security
The net book value of assets pledged as security for borrowings (note 20) is:
13. Right-of-use assets
Cost
Land and
buildings
£’000
Plant and
machinery
£’000
Other
equipment
£’000
Total
£’000
Balance at 1st May, 2025 ... ... ... 2,767 5,968 - 8,735
Additions ... ... ... ... ... 988 62 - 1,050
Transfer to property, plant and equipment - (5,360) - (5,360)
Transfer to assets
classified as held for sale
... ... (1,336) (322) - (1,658)
Disposals ... ... ... ... ... (674) (15) - (689)
Exchange adjustment ... ... ... 91 - - 91
Balance at 30th April, 2026 ... 1,836 333 - 2,169
Depreciation
Balance at 1st May, 2025 ... ... ... 1,295 1,385 - 2,680
Charged in year ... ... ... ... 540 193 - 733
Transfer to property, plant and equipment - (1,161) - (1,161)
Transfer to assets
classified as held for sale
... ... (590) (212) - (802)
Disposals ... ... ... ... ... (674) (2) - (676)
Exchange adjustment ... ... ... 23 - - 23
Balance at 30th April, 2026 ... 594 203 - 797
Net book value
As at 1st May, 2025 ... ... ... 1,472 4,583 - 6,055
As at 30th April, 2026 ... ... 1,242 130 - 1,372
Cost
Balance at 1st May, 2024 ... ... ... 2,934 10,312 2,004 15,250
Additions ... ... ... ... ... 77 15 55 147
Transfer from property, plant and equipment - (4,359) (2,021) (6,380)
Disposals ... ... ... ... ... (149) - (41) (190)
Exchange adjustment ... ... ... (95) - 3 (9)
Balance at 30th April, 2025 ... 2,767 5,968 - 8,735
Depreciation
Balance at 1st May, 2024 ... ... ... 1,059 1,119 1,328 3,506
Charged in year ... ... ... ... 448 587 3 11 1,346
Transfer from property, plant and equipment - (321) (1,609) (1,930)
Disposals ... ... ... ... ... (149) - (31) (180)
Exchange adjustment ... ... ... (63) - 1 (62)
Balance at 30th April, 2025 ... 1,295 1,385 - 2,680
Net book value
As at 30th April, 2026 ... ... 1,472 4,583 - 6,055
87
NOTES TO THE FINANCIAL STATEMENTS
2026
£’000
2025
£’000
Cost of sales ... ... ... ... ... ... ... ... ... ... ... 79 780
Administrative expenses ... ... ... ... ... ... ... ... ... ... 654 566
733 1,346
Continuing operations ... ... ... ... ... ... ... ... ... ... 414 854
Discontinuing operations ... ... ... ... ... ... ... ... ... ... 319 492
733 1,346
Depreciation
Depreciation is reported as follows:
14. Investments in subsidiaries
The Group has the following principal subsidiaries. Non-principal subsidiaries are listed in note 32:
Company name Registered
address*
Country of
Incorporation
Class of
shares held % held
*The registered address for each company can be found in note 35.
**During the previous year, Easat Radar Systems India Private Limited was merged with Goodwin Pumps India
Private Limited.
The Board of Directors has commenced a strategic review to consider a range of potential options to maximise
value for shareholders whilst ensuring continuity for all stakeholders, including customers and the long-term
prosperity of its businesses. These options include the sale of the Mechanical Engineering Division, which includes
Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat Group and the Pump
Division, as such these accounts have been prepared to reflect the potential disposal by reporting Continuing and
Discontinued Operations.
All of the above companies are included as part of the consolidated accounts. All the companies are involved in
mechanical or refractory engineering, with the exception of Internet Central Limited, which is an internet service
provider, and Duvelco, which is a manufacturer of polyimide resin.
Subsidiaries:
Continuing operations:
Goodwin Refractory Services Limited ... ... 1 England and Wales Ordinary 100.0
AVD Fire Limited ... ... ... ... 1 England and Wales Ordinary 100.0
Dupré Minerals Limited ... ... ... ... 1 England and Wales Ordinary 100.0
Hoben International Limited ... ... ... 2 England and Wales Ordinary 100.0
Goodwin Refractory Services India Private Limited 4 India Ordinary 100.0
Siam Casting Powders Limited ... ... ... 10 Thailand Ordinary 61.5
Ultratec Jewelry Supplies Limited ... ... ... 11 China Ordinary 75.5
SRS (Qingdao) Casting Materials Company Limited 12 China Ordinary 75.5
Jewelry Plaster Limited ... ... ... ... 13 Thailand Ordinary 61.5
Internet Central Limited ... ... ... ... 1 England and Wales Ordinary 100.0
Duvelco Limited ... ... ... ... ... 1 England and Wales Ordinary 100.0
Discontinued operations):
Goodwin Steel Castings Limited ... ... ... 1 England and Wales Ordinary 100.0
Goodwin International Limited ... ... ... 1 England and Wales Ordinary 100.0
Easat Radar Systems Limited ... ... ... 1 England and Wales Ordinary 77.0
Easat Radar Systems Limited ... ... ... 1 England and Wales Preference 100.0
Goodwin Korea Company Limited ... ... ... 3 South Korea Ordinary 95.0
Goodwin Pumps India Private Limited** ... ... 4 India Ordinary 100.0
Goodwin (Shanghai) Valve Company Limited ... 5 China Ordinary 100.0
Noreva GmbH ... ... ... ... ... ... 6 Germany Ordinary 100.0
Goodwin Indústria e Comércio de Bombas
Submersas Ltda ... ... ... ... ... 7 Brazil Ordinary 100.0
Goodwin Submersible Pumps Australia Pty. Limited 8 Australia Ordinary 100.0
Metal Proving Services Limited ... ... ... 1 England and Wales Ordinary 100.0
Easat Finland Oy (previous name NRPL Oy) ... 9 Finland Ordinary 77.0
Goodwin Submersible Pumps Africa Pty. Limited 14 South Africa Ordinary 100.0
13. Right-of-use assets (continued)
88
NOTES TO THE FINANCIAL STATEMENTS
14. Investments in subsidiaries (continued)
The Board considers a material company to be one that has either 10% of the EBITDA (earnings before interest,
tax, depreciation and amortisation) or 10% of the net assets of the Group. As such, the Board does not consider any
of its subsidiary companies, which have non-controlling interests, to be material. The financial information on all
subsidiaries with non-controlling interests has been aggregated, analysing the data by segment, as the entities in
Non-controlling interests (NCI) - movements in reserves by segment
Year ended 30th April, 2026 Year ended 30th April, 2025
Continuing
£’000
Discontinued
£’000
Total
£’000
Continuing
£’000
Discontinued
£’000
Total
£’000
Profit / (loss) allocated
to NCI 1,552 939 2,491 1,289 1,289 1,609
Dividends paid to NCI (1,295) - (1,295) (1,973) (1,973) (1,973)
Accumulated reserves
held by NCI
5,206 171 5,377 4,811 (766) 4,045
Non-controlling interests (NCI) - summarised financial information
The information below represents the amounts in the financial statements of the subsidiaries with non-controlling
interests (NCI), before any intercompany eliminations, and does not reflect the Group’s share of those amounts.
Year ended 30th April, 2026 Year ended 30th April, 2025
Continuing
£’000
Discontinued
£’000
Total
£’000
Continuing
£’000
Discontinued
£’000
Total
£’000
Non-current assets
10,877 2,895 13,772 10,337 2,630 12,967
Current assets
18,199 26,787 44,986 15,913 20,185 36,098
Current liabilities
(7,231) (22,005) (29,236) (6,442) (20,390) (26,832)
Non-current liabilities
500 2,709 3,209 (97) (861) (958)
Total net assets
Revenue 30,575 29,874 60,449 21,204 28,497 49,701
Profit / (loss) for the year
excluding dividend income 5,339 3,404 8,696 1,177 4,258 5,435
Total comprehensive
income 7,861 3,404 11,265 869 9,622 10,491
Net cash flow from
operating activities 7,835 342 8,177 539 10,718 11,257
Net cash flow from
investing activities (228) (407) (635) (402) (153) (555)
Net cash flow from
financing activities (7,535) - (7,535) (14) (11,440) (11,454)
22,345 10,386 32,731 19,711 1,564 21,275
*The registered address for each company can be found in note 35.
Company name Registered
address*
Country of
Incorporation
Class of
shares held
% held
by NCI
Subsidiaries:
Metal (discontinuing operations):
Easat Radar Systems Limited ... ... ... 1 England and Wales Ordinary 23.0
Goodwin Korea Company Limited ... ... ... 3 South Korea Ordinary 5.0
Easat Finland Oy ... ... ... ... ... 9 Finland Ordinary 23.0
Powder (continuing operations):
Goodwin Refractory Services (Thailand) Limited 10 Thailand Ordinary 38.5
Jewelry Plaster Limited ... ... ... ... 13 Thailand Ordinary 38.5
Jewelry Wax Limited ... ... ... ... 13 Thailand Ordinary 38.5
Siam Casting Powders Limited ... ... ... 10 Thailand Ordinary 38.5
GRS Silicone Company Limited ... ... ... 16 China Ordinary 24.5
SRS (Qingdao) Casting Materials Company Limited 12 China Ordinary 24.5
Shenzhen King-Top Modern Hi-Tech Company Limited 15 China Ordinary 24.5
Ultratec Jewelry Supplies Limited
... ... ...
11 China Ordinary 24.5
Ying Tai (U.K.) Limited
... ... ... ...
1 England and Wales Ordinary 24.5
Non-controlling interests (NCI)
89
15. Investment in associate
The Group’s share of profit after tax in its immaterial associate for the year ended 30th April, 2026 was £64,000
(2025: £65,000).
Summary financial information of the Group’s share of its associate company is as follows:
2026
£’000
2025
£’000
Balance at 1st May ... ... ... ... ... ... ... ... ... ... ... 775 828
Profit before tax ... ... ... ... ... ... ... ... ... ... ... 80 76
Tax ... ... ... ... ... ... ... ... ... ... ... (16) ( 11 )
Dividends ... ... ... ... ... ... ... ... ... ... ... (126) (156)
Exchange adjustment ... ... ... ... ... ... ... ... ... ... 9 38
Balance at 30th April
... ... ... ... ... ... ... ... ... ...
722 775
Non- current Assets ... ... ... ... ... ... ... ... ... ... ... 734 794
Non- current Liabilities ... ... ... ... ... ... ... ... ... ... (12) (19)
722 775
NOTES TO THE FINANCIAL STATEMENTS
16. Intangible assets
Cost
Goodwill
£’000
Brand
names
and
intellectual
property
£’000
Manufact-
uring
rights
£’000
Software
and
licences
£’000
Develop-
ment
costs
£’000
Total
£’000
Balance at 1st May, 2025 ... 10,088 10,188 4,939 1,981 16,534 43,730
Additions ... ... ... - - - 260 1,606 1,866
Disposals - - (6) (2) - (8)
Transfer to assets
classified as held for sale... (6,299) (3,840) (600) (1,382) (8,861) (20,982)
Exchange adjustment ... 86 11 - 10 8 115
Balance at 30th April, 2026 3,875 6,359 4,333 867 9,287 24,721
Amortisation and impairment
Balance at 1st May, 2025 ... 339 7,703 3,193 1,429 3,396 16,060
Amortisation for the year - 166 286 161 802 1,415
Transfer to assets classified as
held for sale
(339) (3,838) (600) (1,024) (2,705) (8,506)
Disposals ... ... ... - - (6) (1) - (7)
Exchange adjustment ... - 2 - 9 - 11
Balance at 30th April, 2026 - 4,033 2,873 574 1,493 8,973
Net book value
As at 1st May, 2025 ... 9,749 2,485 1,746 552 13,138 27,670
As at 30th April, 2026 3,875 2,326 1,460 293 7,794 15,748
Cost
Balance at 1st May, 2024 ... 9,888 10,157 4,919 1,929 13,981 40,874
Additions ... ... ... - - - 283 2,832 3,115
Disposals ... ... ... - - - (212) (280) (492)
Exchange adjustment ... 200 31 20 (19) 1 233)
Balance at 30th April, 2025 10,088 10,188 4,939 1,981 16,534 43,730
Amortisation and impairment
Balance at 1st May, 2024 ... 339 7,400 2,897 1,306 3,032 14,974
Amortisation for the year - 295 296 351 638 1,580
Disposals ... ... ... - - - (212) (280) (492)
Exchange adjustment ... - 8 - (16) 6 (2)
Balance at 30th April, 2025 339 7,703 3,193 1,429 3,396 16,060
Net book value
90
NOTES TO THE FINANCIAL STATEMENTS
16. Intangible assets (continued)
2026 2025
Property
plant and
equipment
£’000
Goodwill
£’000
Other
intangible
assets*
£’000
Total
£’000
Property
plant and
equipment
£’000
Goodwill
£’000
Other
intangible
assets*
£’000
Total
£’000
Continuing operations
Duvelco 20,553 - 5,193 25,746 19,004 - 4,350 23,354
Goodwin Refractory
Services Holdings Ltd
3,192 3,346 - 6,538 3,217 3,346 - 6,563
Perlite and
vermiculite
- - 1,101 1,101 - - 1,334 1,334
Castaldo - - 1,926 1,926 - - 2,035 2,035
Other - 529 3,360 3,889 - 528 3,420 3,948
Total 23,745 3,875 11,580 39,200 22,221 3,874 11,139 37,234
Discontinued operations (held for sale)
Noreva 9,598 4,709 - 14,307 7,931 4,661 - 12,592
Easat Group 262 1,251 3,577 5,090 273 1,214 3,464 4,951
Other - - 2,580 2,580 - - 2,766 2,766
Total 9,860 5,960 6,156 21,977 8,204 5,875 6,230 20,309
Overall Total 33,605 9,835 717,737 61,177 30,425 9,749 17,369 57,543
* excludes software
An impairment test is a comparison of the carrying value of the assets of a CGU to their recoverable amount,
based on a value-in-use calculation. The recoverable amount is the greater of value-in-use and fair value less
costs of disposal. Where the recoverable amount is less than the carrying value, an impairment results.
During the year, each CGU containing an intangible asset was separately assessed and tested for impairment.
As part of testing intangible assets for impairment, detailed forecasts of operating cash flows for the next five
years are used, which are based on budgets and plans approved by the Board. The forecasts represent the
best estimate of future performance of the CGU, based on past performance and expectations for the market
development of the CGU.
A number of key assumptions are used as part of impairment testing. These key assumptions, such as the
CGU’s position within its relevant market; its ability to generate profitable orders within that market; expected
growth rates both in the market and geographically, are made by management, who also take into account
past experience and knowledge of forecast future performance, together with other relevant external sources of
information.
The projections use various growth rates, such as increases in revenue and / or increases in gross margin,
whichever is relevant to that CGU, consistent with the profit forecasts of the CGU for the next five years. The
growth rates are identified by experienced managers within that CGU, who have significant experience and
knowledge of that CGU and its market place. In the current and previous financial year, the terminal values are
calculated from the fifth year’s forecasts, assuming a zero growth rate from that point, in line with the conservative
approach of the Group. The forecasts are then discounted at an appropriate pre-tax weighted average cost of
capital rate considering the perceived levels of risk for that CGU. Further sensitivity tests are then performed,
reducing the discounted cash flows by 10%, which the Group sees as being an appropriate reduction due to the
prudent forecasts that it has already used within the testing, and also increasing the discount rate by a range of
up to 10%, to confirm there is no need to consider further a need for impairment.
The table below shows the range of rates used in the impairment testing.
Customer lists are included within brand names and intellectual property or within manufacturing rights,
depending on the nature of the acquisition; non-compete agreements are disclosed within manufacturing rights.
During the year, the Group added to its portfolio of intangible assets.
Amortisation and impairment charges are reported in cost of sales in the statement of profit and loss.
Impairment testing for cash-generating units containing intangible assets
The Group tests intangible assets annually for impairment or more frequently if there are indications that an
intangible asset might be impaired. For the purpose of impairment testing, an intangible asset is allocated to
the relevant subsidiary (cash generating unit (“CGU”)), which is the lowest level within the Group at which the
intangible asset is monitored for internal management purposes.
2026
£’000
2025
£’000
Amortisation charge - continuing operations ... ... ... ... ... ... ... 903 927
Amortisation charge - discontinuing operations ... ... ... ... ... ... 512 653
1,415 1,580
91
2026
%
2025
%
Continuing operations
Growth rates ... ... ... ... ... ... ... ... ... ... ... 0-15 3-13
Pre-tax weighted average cost of capital ... ... ... ... ... ... ... 12-13 9-10
Held for sale
Growth rates ... ... ... ... ... ... ... ... ... ... ... 0-7 0-10
Pre-tax weighted average cost of capital ... ... ... ... ... ... ... 12-13 10-11
NOTES TO THE FINANCIAL STATEMENTS
16. Intangible assets (continued)
Strategic investments in new and high growth CGUs are excluded from the growth rates above as the percentage
growth from nil is not meaningful. This predominantly relates to Duvelco, in which the Group has invested
circa £26 million, for new products where the Group is forecasting the revenues to increase significantly. The
growth being forecasted for this CGU is significantly higher than for the other more established CGUs, whereby
including them in the table would distort the growth forecast reported for the established CGUs. This growth
expectation is described as a key judgement in note 2. We have reviewed the forecasted revenues of these
sensitive CGUs and then stressed the revenues by reducing them to less than 50% of the expected forecasted
revenues and can confirm that, at these dramatically reduced revenue levels, none of the three intangible assets
would need to be impaired.
The estimates and assumptions made in connection with the impairment testing could differ from future actual
results of operations and cash flows. A reasonably likely variation in the assumptions, as disclosed, would
not give rise to an impairment. However, future events could cause the Group to conclude that impairment
indicators exist and that the asset values associated with a given operation have become impaired.
Duvelco
The Company has invested circa £26 million in the area of high-performance Polyimide resins. The company,
during the financial year, continued and finalised the testing and commissioning of the facility and started
producing material, which will be used by targeted customers to perform their acceptance trials of the material.
The first commercial sales have occurred within the year, but acceptance trials are continuing and any meaningful
volume of sales will occur in the following financial year as acceptance tests are concluded. The judgement of
the Board is that the market potential here is significant and that future profitability is expected to be strong.
Accordingly, the Directors’ do not see a need to impair our investment in this area.
17. Derivative financial assets
Note
2026
£’000
2025
£’000
Due within one year
Interest rate swap
... ... ... ... ... ... ... ... ... ... 964 875
Derivative assets designated as cash flow hedging instruments
... ... 512 2,838
Derivative assets not designated as cash flow hedging instruments ... 19 744
1,495 4,457
Due after more than one year
Interest rate swap
... ... ... ... ... ... ... ... ... ... 3,872 3,913
Derivative assets designated as cash flow hedging instruments ... ... 20 2,148
3,892 6,061
Total
Interest rate swap
... ... ... ... ... ... ... ... ... ... 4,836 4,788
Derivative assets designated as cash flow hedging instruments
... ... 532 4,986
Derivative assets not designated in a cash flow relationship (Note 3d) ... 19 744
5,387 10,518
Maturity date - interest rate swap ... ... ... ... ... ... ...
2026
August 2031
2025
August 2031
Maturity date - derivative assets ... ... ... ... ... ...
May 2026 to
December 2029
May 2025 to
December 2029
Derivative assets designated as cash flow hedging instruments
2026
£’000
Continuing operations
... ... ... ... ... ... ... ... ... 532
Discontinued operations (Note 3.) ... 2,410
2,942
92
NOTES TO THE FINANCIAL STATEMENTS
19. Trade and other receivables
Balances due within one year 2026
£’000
2025
£’000
Trade receivables
... ... ... ... ... ... ... ... ... ... ... 9,371 35,931
Other financial assets
... ... ... ... ... ... ... ... ... ... 354 1,816
Advance payments to suppliers ... ... ... ... ... ... ... ... ... 191 1,228
Prepayments and other non-financial assets ... ... ... ... ... ... 4,473 2,917
Deferred tax asset (see note 25) ... ... ... ... ... ... ... ... ... - 498
14,220 42,390
Financial assets ... ... ... ... ... ... ... ... ... ... ... 9,556 37,747
Non-financial assets ... ... ... ... ... ... ... ... ... ... ... 4,664 4,643
14,220 42,390
20. Cash and cash equivalents
2026
£’000
2025
£’000
Cash in hand
... ... ... ... ... ... ... ... ... ... ... 42 58
Bank balances ... ... ... ... ... ... ... ... ... ... ... 14,086 16,585
14,128 16,643
Cash and cash equivalents held by the disposal group (note 3)
... ... ...
4,031 -
Total cash and cash equivalents
... ... ... ... ... ... ... ...
18,159 16,643
18. Inventories
2026
£’000
2025
£’000
Net balances
Raw materials and consumables
... ... ... ... ... ... ... ... 10,966 20,750
Work in progress
... ... ... ... ... ... ... ... ... ... ... - 7, 1 7 4
Finished goods ... ... ... ... ... ... ... ... ... ... ... 3,959 11,172
14,925 39,096
Provisions held
Raw materials and consumables
... ... ... ... ... ... ... ... (292) (701)
Work in progress
... ... ... ... ... ... ... ... ... ... ... - (1,979)
Finished goods ... ... ... ... ... ... ... ... ... ... ... (17) (420)
(309) (3,100)
Inventory impairment charge ... ... ... ... ... ... ... ... 20 54
93
21. Borrowings
Information is provided below about the contractual terms of the Group’s lease liabilities, bank loans and
borrowings. The bank loans repayable by instalment are secured against furnaces in the UK (see note 12), and
are reported in the liabilities classified as held for sale. For more information about the Group’s exposure to
interest rate and foreign currency risk, see note 28.
Year ended 30th April, 2026 Year ended 30th April, 2025
Non-current
liabilities
£’000
Current
liabilities
£’000
Total
liabilities
£’000
Non-current
liabilities
£’000
Current
liabilities
£’000
Total
liabilities
£’000
Bank loans - repayable
by instalments ... - - - 1,303 893 2,196
Bank loans - revolving - - - 12,000 14,000 26,000
Lease liabilities ... 1,082 348 1,430 2,404 1,527 3,931
1,082 348 1,430 15,707 16,420 32,127
Reconciliation of liabilities arising from financing activities
NOTES TO THE FINANCIAL STATEMENTS
Bank overdrafts
used for cash
management
£’000
Bank loans -
repayable by
instalments
£’000
Bank loans -
revolving
£’000
Lease
liabilities
£’000
Total
£’000
Opening balance at
1st May, 2025 ... ... - 2,196 26,000 3,931 32,127
Cash flows:
Proceeds from new loans - - 66,000 - 66,000
Repayment of borrowings - (1,822) (45,000) (2,702) (49,524)
Non-cash movements:
New leases - - - 1,043 1,043
Transfer to liabilities
classified as held for sale - (394) (47,000) (909) (48,303)
Foreign exchange
movement
- 20 - 67 87
Closing balance
30th April, 2026
- - 47,000 1,430 1,430
Opening balance at
1st May, 2024 ... ...
Cash flows: 48 7,072 59,000 9,813 75,933
Proceeds from new loans
Repayment of borrowings - - 12,000 - 12,000
Change in bank overdrafts - (4,837) (45,000) (6,073) (55,910)
Non-cash movements (48) - - - (48)
Conversion of loan to lease
New leases - - - 205 205
Foreign exchange - (13) - - (13)
movement ... ... - (26) - (14) (40)
Closing balance
30th April, 2025
- 2,196 26,000 3,931 32,127
94
NOTES TO THE FINANCIAL STATEMENTS
Contractual undiscounted cash flows
Year ended 30th April, 2026 Year ended 30th April, 2025
Minimum
loan
payments
£’000
Interest
£’000
Principal
£’000
Minimum
loan
payments
£’000
Interest
£’000
Principal
£’000
Bank loans - repayable
by instalments
Within one year ... - - - 942 49 893
Within two to
three years ... ... - - - 598 36 562
Within four to
five years ... ... - - - 164 26 138
After more than five years - - - 654 51 603
- - - 2,358 162 2,196
Lease liabilities
Within one year ... 409 61 348 1,690 163 1,527
Within two to
three years ... ... 650 76 574 1,768 121 1,647
Within four to
five years ... ... 317 33 284 423 44 379
After more than five years 240 16 224 407 29 378
1,616 186 1,430 4,288 357 3,931
22. Trade and other payables
2026
£’000
2025
£’000
Trade payables ... ... ... ... ... ... ... ... ... ... ... 7,048 21,303
Other financial liabilities ... ... ... ... ... ... ... ... ... ... 562 1,257
Other taxation and social security ... ... ... ... ... ... ... ... 1,472 2,850
Accrued expenses and deferred income ... ... ... ... ... ... ... 3,219 11,391
Advance payments from customers ... ... ... ... ... ... ... ... 245 358
12,546 37,159
Financial liabilities ... ... ... ... ... ... ... ... ... ... ... 12,301 36,801
Non-financial liabilities ... ... ... ... ... ... ... ... ... ... 245 358
12,546 37,159
2026
£’000
2025
£’000
Due within one year
Derivative liabilities designated as cash flow hedging instruments
... 42 201
Derivative liabilities not designated as cash flow hedging instruments ... 1 55
43 256
Due after more than one year
Derivative liabilities designated as cash flow hedging instruments ... 82 428
82 428
Total
Derivative liabilities designated as cash flow hedging instruments
... 124 629
Derivative liabilities not designated as cash flow hedging instruments ... 1 55
125 684
Maturity dates ... ... ... ... ... ... ... ... ... ...
2026
May 2026 -
October 2029
2025
May 2025 -
October 2029
23. Derivative financial liabilities
21. Borrowings (continued)
95
NOTES TO THE FINANCIAL STATEMENTS
25. Deferred tax assets and liabilities
Deferred tax balances are attributable to the following:
24. Provisions
2026
£’000
2025
£’000
Balance at 1st May ... ... ... ... ... ... ... ... ... ... 492 505
Increase in provision... ... ... ... ... ... ... ... ... ... ... 269 206
Release of provision ... ... ... ... ... ... ... ... ... ... ... (83) (211)
Provision utilised (9) (7)
Exchange adjustment ... ... ... ... ... ... ... ... ... ... 3 (1)
Transfer to liabilities classified as held for sale ... ... ... ... ... ... (672) -
Balance at 30th April ... ... ... ... ... ... ... ... ... ... - 492
Warranty due within one year ... ... ... ... ... ... ... ... ... - 223
Warranty due after one year ... ... ... ... ... ... ... ... ... - 269
Balance at 30th April ... ... ... ... ... ... ... ... ... ... 492 492
Provisions include 1-3 year warranties for products sold.
Year ended 30th April, 2026 Year ended 30th April, 2025
Assets
£’000
Liabilities
£’000
Net
£’000
Assets
£’000
Liabilities
£’000
Net
£’000
Property, plant and
equipment ... ... 18 (16,251) (16,233) 47 (13,496) (13,449)
Intangible assets ... - (2,054) (2,054) - (2,179) (2,179)
Derivative financial
instruments ... ... 17 (852) (835) - (1,307) (1,307)
Tax losses ... ... 14 - 14 393 - 393
Other temporary
differences ... ... 893 (465) 428 655 (563) 92
942 (19,622) (18,60) 1,095 (17,545) (16,450)
Deferred tax balances are reported in the balance sheet as follows:
2026 2025
Continuing
£’000
Discontinued
£’000
Total
£’000
Total
£’000
Deferred tax asset (note 19) ... ... ... - - - 498
Deferred tax liabilities - due after more than one year
(note 3) (9,341) (9,339) (18,680) (16,948)
(9,341) (9,339) (18,680) (16,450)
Derivative assets designated as cash flow hedging instruments
2026
£’000
Continuing operations
... ... ... ... ... ... ... ... ... 124
Discontinued operations (note 3.) ... 763
887
23. Derivative financial liabilities (continued)
96
NOTES TO THE FINANCIAL STATEMENTS
25.Deferred tax assets and liabilities (continued)
Property
plant and
equipment
£’000
Intangible
assets
£’000
Derivative
financial
instruments
£’000
Tax
losses
£’000
Other
temporary
differences
£’000
Total
£’000
Balance at
1st May, 2025 (13,449) (2,179) (1,307) 393 92 (16,450)
Recognised in:
- Profit and loss (2,819) 126 44 (389) 347 (2,691)
- Other
comprehensive
income - - 428
- - 428
Exchange adjustment 36 (1) - 10 (12) 33
Transfer to liabilities
classified as held for sale
8,016 679 724 (66) (14) 9,339
Balance at
30th April, 2026
(8,216) (1,375) (111) (52) 413 (9,341)
Balance at
1st May, 2024 (12,671) (2,043) (295) 23 378 (14,608)
Recognised in:
- Profit and loss (800) (136) (174) 371 (275) (1,014)
- Other
comprehensive
income - - (839
) - - (839)
Exchange adjustment 22 - 1 (1) ( 11 ) 11
Balance at
30th April, 2025
(13,449) (2,179) (1,307) 393 92 (16,450)
Impairment testing for cash-generating units containing intangible assets (continued)
Deferred tax assets not recognised on losses
2026 2025
Continuing
£’000
Discontinued
£’000
Total
£’000
Total
£’000
Gross tax losses ... ... ... ... ... 477 1,012 1,489 716
Deferred tax assets not recognised ... ... 61 136 197 73
The Group has not recognised a deferred tax asset against taxable losses incurred by some of its subsidiaries.
Typically, these are subsidiaries, which are still in their formative years and, whilst profitability and the associated
recoverability of tax losses is expected in the long-term, it is deemed prudent to not recognise a deferred tax
asset at this stage, as a result of the uncertainty.
26.Capital and reserves
2026
£’000
2025
£’000
Authorised, allotted, called up and fully paid:
At 1st May and 30 April 7,509,600 (2025: 7,509,600) ordinary shares of 10p each 751 751
Share capital
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled
to one vote per share at meetings of the Company.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial
statements of foreign operations.
* Recognised in profit and loss
2026
£’000
2025
£’000
Continuing operations (note 9) ... ... ... ... ... ... ... ... ... 1,648 506
Discontinued operations (note 3) ... ... ... ... ... ... ... ... 1,043 508
2,691 1,014
97
NOTES TO THE FINANCIAL STATEMENTS
26.Capital and reserves (continued)
Cash flow hedge reserve and cost of hedging reserve
Note
2026
£’000
2025
£’000
Derivative assets designated as cash flow hedging instruments ... ... 17 2,942 4,986
Derivative liabilities designated as cash flow hedging instruments ... ... 23 (887) (629)
Gross balances in the hedging reserves for continuing hedges 2,055 4,357
Balance remaining in the hedge reserve for which hedge accounting
is no longer applied ... ... ... ... ... ... ... ... ... ... 769 177
Deferred tax balance recognised in other comprehensive income ... ... (706) (1,134)
2,118 3,400
Cash flow hedge reserve
Attributable to equity holders of the parent ... ... ... ... ... 2,057 3,657
Attributable to non-controlling interests ... ... ... ... ... ... 61 73
2,118 3,730
Cost of hedging reserve
Attributable to equity holders of the parent ... ... ... ... ... - (317)
Attributable to non-controlling interests ... ... ... ... ... ... - (13)
- (330)
Total 2,118 3,400
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash
flow hedge instruments related to hedged transactions that have not yet occurred. The cost of hedging reserve
relates to the associated costs attaching to the cash flow hedge reserve, such as counterparty risk and forward
point adjustments.
The matured derivative contracts carried forward as part of the hedge reserve are those to contracts where the
hedge was still effective at maturity but the underlying transactions had not occurred.
Hedge ineffectiveness is measured using the critical terms match approach, whereby the timing, currency and
notional value of the hedging instrument match the hedged item.
Hedge ineffectiveness may arise due to:
• differences in the timing of the cash flows of the forecast sales and purchases occurring and the hedging
instruments maturing;
• changes in the forecast values for the cash flows of hedged items and hedging instruments; and
• the effect of the counterparties’ credit risk on the fair value of the foreign currency forward contracts.
There was no material ineffectiveness in the current year.
The change in value used to calculate current hedge ineffectiveness is shown below:
2026
£’000
2025
£’000
Highly probable forecast sales ... ... ... ... ... ... ... ... (2,297) (4,440)
Highly probable forecast purchases ... ... ... ... ... ... ... 242 83
Derivative forward exchange contracts ... ... ... ... ... ... 2,055 4,357
- -
27.Capital management
The Group’s main objective when managing capital is to safeguard the Group’s ability to continue as a going
concern in order to provide returns to shareholders. The Board maintains a strong capital base in order to
maintain investor, creditor and market confidence and to sustain future development of the business.
Operations are funded through various shareholders’ funds, bank debt, leases and, where appropriate, deferred
consideration on acquisitions. The capital structure of the Group reflects the judgement of the Board as to the
appropriate balance of funding required. At 30th April, 2026, the capital used for continuing and discontinuing
operations was £159.9 million (2025: £151.8 million) as shown in the following table:
98
NOTES TO THE FINANCIAL STATEMENTS
27.Capital management (continued)
2026
£’000
2025
£’000
Cash and cash equivalents ... ... ... ... ... ... ... ... ... (18,159) (16,643)
Total lease liabilities ... ... ... ... ... ... ... ... ... ... ... 2,339 3,931
Bank loans - repayable by instalments ... ... ... ... ... ... ... 394 2,196
Bank loans - rolling credit facilities ... ... ... ... ... ... ... ... 47,000 26,000
Net debt in accordance with IFRS 16 ... ... ... ... ... ... ... ... 31,574 15,484
Operating lease debt (former IAS 17 definition) ... ... ... ... ... ... (2,290) (1,859)
Relevant net debt for KPI purposes ... ... ... ... ... ... ... ... 29,284 13,625
Total equity attributable to equity holders of the parent ... ... ... ... ... 130,642 138,163
Capital 159,926 151,788
The Group aims to maintain a strong credit rating and headroom whilst optimising the return to shareholders
through an appropriate balance of debt and equity funding. At 30th April, 2026 net debt was £29.3 million (2025:
£13.6 million). The gearing ratio is 22.4% (2024: 9.9%).
The Group manages its capital structure and makes adjustments to it with regard to the risks inherent in the
business and in light of changes to economic conditions.
Working capital is managed in order to generate maximum conversion of profits into cash and cash equivalents.
Proposed dividends are based on current year profits, thereby maintaining equity.
The policy for debt is to ensure a smooth debt maturity profile with the objective of ensuring continuity of
funding. The repayment profile for the debt is shown in note 28 (b).
There were no changes in the Group’s approach to capital management during the year.
28.Financial risk management
The Group’s operations expose it to a variety of financial risks that include the effects of changes in market
prices (interest rates, foreign exchange rates and commodity prices), credit risk and liquidity. The Group has in
place risk management policies that seek to limit the adverse effects on the financial performance of the Group
by using various instruments and techniques.
Risk management policies have been set by the Board and applied by the Group.
The balances for the current year represent continuing operations only. The disclosures for the discontinued
operations are included in note 3.
a) Credit risk
The Group’s financial assets are cash and cash equivalents; trade and other receivables; contract assets;
derivative financial assets; the carrying values of which represent the Group’s maximum exposure to credit
risk in relation to financial assets.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings
assigned by international credit rating agencies.
The Group’s credit risk is primarily attributable to its trade receivables and is managed through the following
processes:
i) The majority of orders accepted by Group companies are backed by credit insurance;
ii) Some orders are accepted with no credit insurance but with letters of credit;
iii) Some orders are accepted with no credit insurance and no letter of credit but with an internal analysis of
the customer’s size, creditworthiness, historic profitability and payment record;
iv) A few orders (less than 10%), with a material value, are taken at risk, following review by at least two
Board members;
v) Major orders are normally accompanied by stage payments, which helps to mitigate the Group’s credit
risk.
Whilst the theoretical credit risk would be the actual balances themselves as reported within the table
below, this assumes that the credit insurance company is also a credit risk for the invoiced trade debtors
and contract assets underwritten by them. The Group’s insurer enjoys a strong credit rating with the likes of
Moody’s, S&P and Fitch. As a result, and after having looked back on the Group’s track record of negligible
impairment losses on these types of assets over the last ten years, the Directors are of the opinion that there
is no cost / benefit in performing an ECL type loss analysis. Impairment provisions are, therefore, based on
known issues rather than a statistical estimate.
99
NOTES TO THE FINANCIAL STATEMENTS
28. Financial risk management (continued)
(a) Credit risk (continued)
Exposure to credit risk
At the reporting date, the maximum exposure to credit risk for financial assets, stated at their carrying
values, was:
Note
2026
£’000
2025
£’000
Contract assets ... ... ... ... ... ... ... ... 5 295 24,310
Trade receivables ... ... ... ... ... ... ... ... 19 9,371 35,931
Other financial assets due within one year ... ... ... ... 19 185 1,816
Cash at bank and cash equivalents ... ... ... ... ... 20 14,128 16,643
Derivative financial assets – due after more than one year ... 17 3,892 6,061
Derivative financial assets – due within one year ... ... ... 17 1,495 4,457
Hypothetical Credit Risk Exposure (by Geographic Region) – assuming no credit insurance
At the reporting date, the maximum exposure to credit risk for trade receivables, stated at their carrying
values, before taking into account credit insurance, was:
2026
£’000
2025
£’000
UK ... ... ... ... ... ... ... ... ... ... ... ... 2,170 5,973
Rest of Europe ... ... ... ... ... ... ... ... ... ... 916 4,881
USA ... ... ... ... ... ... ... ... ... ... ... ... 29 5,860
Pacific Basin ... ... ... ... ... ... ... ... ... ... 4,441 12,110
Rest of World ... ... ... ... ... ... ... ... ... ... 1,815 7,107
9,371 35,931
The ageing of trade receivables and impairment at the reporting date was:
2026 2025
Net
£’000
Gross
£’000
Impairment
provision
£’000
Net
£’000
Gross
£’000
Impairment
provision
£’000
Current (Not past due) ... 7,392 7,392 - 28,281 28,293 (12)
1 - 30 days past due ... ... 1,389 1,389 - 4,813 4,813 -
31 - 90 days past due ... ... 427 451 (24) 2,388 2,399 (11 )
More than 90 days past due 163 336 (173) 449 712 (263)
9,371 9,568 (197) 35,931 36,217 (286)
Management believes that there are no significant credit risks remaining with the above net receivables
and that the credit quality of customers is good, based on a review of past payment history and the current
financial status of the customers. Included in trade receivables are retentions which are job specific and have
varying due dates depending on the complexity of the job. These are included in the current category. The
Group has not renegotiated the terms of any trade receivables and has not pledged any trade receivables
as security.
The Directors estimate that the fair value of the Group’s trade and other receivables is approximate to their
carrying values.
An analysis of the provision for impairment of receivables is as follows:
2026
£’000
2025
£’000
Opening balance at 1st May ... ... ... ... ... ... ... ... 286 278
Increase in provision... ... ... ... ... ... ... ... ... ... 57 124
Release of provision ... ... ... ... ... ... ... ... ... ... (120) (54)
Provision utilised during the year ... ... ... ... ... ... ... (8) (48)
Exchange adjustment ... ... ... ... ... ... ... ... ... 12 (14)
Transfer to assets classified as held for sale
(note 3)
... ... ... ... ... (30) -
Closing balance at 30th April ... ... ... ... ... ... ... ... 197 286
(b) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation.
At the year-end the Group had the following unutilised bank facilities in respect of which all conditions
precedent had been met:
100
NOTES TO THE FINANCIAL STATEMENTS
28. Financial risk management (continued)
(b) Liquidity risk (continued)
2026
£’000
2025
£’000
Uncommitted ... ... ... ... ... ... ... ... ... ... 6,000 6,050
Committed ... ... ... ... ... ... ... ... ... ... 37,500 43,500
Total unutilised bank facilities 43,500 49,550
The Group’s principal borrowing facilities are provided by three banks in the form of borrowings and short-
term overdraft facilities. The quantum of borrowing facilities available to the Group is reviewed regularly in
light of current working capital requirements and the need for capital investment for the long-term future
for the Group.
Maturity analysis
The table below analyses the Group’s financial liabilities into maturity groupings based on the period
outstanding at the balance sheet date up to the contractual maturity date. All figures are contracted gross
cash flows that have not been discounted.
2025 Contractual Cash Flows
Within
1 year
£’000
2-3 years
£’000
4-5 years
£’000
5+ years
£’000
Total
£’000
Carrying
value
£’000
Non-derivative financial
liabilities
Bank overdrafts ... ... ... - - - - - -
Bank loans - repayable
by instalments ... ... ... 941 598 164 654 2,357 2,196
Bank loans - revolving ... ... 14,000 11,000 1,000 - 26,000 26,000
Lease liabilities ... ... ... 1,690 1,769 423 406 4,288 3,931
Trade and other
financial liabilities ... ... 36,801 - - - 36,801 36,801
Total non-derivatives 53,432 13,367 1,587 1,060 69,446 68,928
Derivatives financial liabilities
Forward exchange contracts:
(Inflow) ... ... ... (13,748) (4,460) (6,858) - (25,066) -
Outflow ... ... ... 13,987 4,414 7,381 - 25,782 684
Total derivatives 239 (46) 523 - 716 684
2026 Contractual Cash Flows
Within
1 year
£’000
2-3 years
£’000
4-5 years
£’000
5+ years
£’000
Total
£’000
Carrying
value
£’000
Non-derivative financial
liabilities
Lease liabilities ... ... ... 409 649 317 240 1,615 1,430
Trade and other
financial liabilities ... ... 12,301 - - - 12,301 12,301
Total non-derivatives 12,710 649 26,317 240 13,916 13,731
Derivatives financial liabilities
Forward exchange contracts:
(Inflow) ... ... ... (4,488) (8,998) (5,194) - (18,680) -
Outflow ... ... ... 4,547 9,064 - - 13,611 125
Total derivatives 59 66 (5,194) - (5,069) 125
Bank loans repayable by instalments include a loan of £1 million with the final payment due in the year
ended 30th April, 2039, which was repaid in full during the current financial year.
101
NOTES TO THE FINANCIAL STATEMENTS
28. Financial risk management (continued)
(c) Market risk
Foreign exchange risk
The Group is subject to fluctuations in exchange rates on its net investments overseas and transactional
monetary assets and liabilities not denominated in the operating (or “functional”) currency of the operating
unit involved.
The Group is exposed to fluctuations in several currencies which give rise to the net currency gains and
losses recognised in the statement of profit and loss.
In respect of other monetary assets and liabilities held in currencies, the Group ensures that the net exposure
is eliminated through the use of forward exchange contracts or spot transactions at the time the contractual
commitment is in place.
Currency derivatives
The Group utilises currency derivatives to hedge future highly probable transactions. There is an economic
relationship between the hedged items and the hedging instrument as the notional amount and maturity
dates of the hedging instrument match the expected values and timing of the highly probable sales and
purchases. The Group has established a hedge ratio of 1:1 for the hedging relationships because the
underlying risk of the currency derivatives is the same as the currency risk of the highly probable sales and
purchases.
Forecast transactions
The Group classifies its forward exchange contracts hedging forecast transactions as cash flow hedges and
states them at fair value.
Recognised assets and liabilities
Changes in the fair value of forward exchange contracts, which economically hedge monetary assets and
liabilities in foreign currencies and for which no hedge accounting is applied, are recognised in the statement
of profit and loss. Both the changes in fair value of the forward contracts and the foreign exchange gains and
losses relating to the monetary items, are recognised as part of administrative expenses.
Currency profile of financial assets and liabilities:
The non-derivative foreign currency balances have been translated into Sterling using the reporting date
spot rates below.
102
NOTES TO THE FINANCIAL STATEMENTS
28. Financial risk management (continued)
(c) Market risk (continued)
Foreign exchange risk (continued)
The non-derivative foreign currency balances have been translated into Sterling using the reporting date
spot rates below.
2026 2025
US
Dollar
£’000
Euro
£’000
Other
£’000
Total
£’000
US
Dollar
£’000
Euro
£’000
Other
£’000
Total
£’000
Non-derivatives
Trade and other
receivables
1,144 704 - 1,848 8,740 3,312 6,374 18,426
Cash and cash
equivalents
338 63 16 417 2,849 206 172 3,227
Trade and other
payables
(524) (589) (31) (1,144) (618) (597) (65) (1,280)
Total
non-derivatives
958 178 (15
)
1,121 10,971 2,921 6,481 20,373
Derivatives - fair value
Forward exchange
contracts - assets 465 39 19 523 4,951 307 472 5,730
Forward exchange
contracts -
liabilities (46) (76) (18) (140) (579) (28) (77) (684)
419 (37
)
1 383 4,372 279 395 5,046
Derivatives - nominal value
Forward exchange
contracts - assets 9,341 4,275 2,953 16,569 126,113 25,309 19,399 170,821
Forward exchange
contracts -
liabilities
4,479 6,308 2,979 13,766 13,018 4,037 8,817 25,872
Total gross
contractual
cash flows
13,820 10,583 5,932 30,335 139,131 29,346 28,216 196,693
Exchange Rates
The following significant exchange rates applied during the year, for reporting purposes:
Hypothetical Sensitivity analysis
IFRS 7 requires disclosure of the Group’s exposure to hypothetical changes in foreign exchange rates.
The following hypothetical sensitivities are based on the derivative and non-derivative foreign currency
balances in the table above. As foreign exchange rates and interest rates continue to fluctuate significantly,
the Board considers it most appropriate to provide the hypothetical sensitivities for a 1% change, because
these figures can be extrapolated proportionately, to obtain an estimate of the impact of larger movements.
The Group’s exposure to foreign currency movements for all other foreign currencies is not considered
material.
2026 2025
Average
exchange rate
Reporting
date spot rate
Average
exchange rate
Reporting
spot rate
US Dollar (USD)... ... ... ... 1.3431 1.3582 1.2811 1.3356
Euro (EUR) ... ... ... ... 1.1546 1.1582 1.1888 1.1749
103
NOTES TO THE FINANCIAL STATEMENTS
28. Financial risk management (continued)
Hypothetical Sensitivity analysis (continued)
2026 2025
Fixed
rate
£’000
Floating
rate
£’000
Non
interest-
bearing
£’000
Total
£’000
Fixed
rate
£’000
Floating
rate
£’000
Non
interest-
bearing
£’000
Total
£’000
Cash and cash
equivalents - 14,128 - 14,128 - 16,643 - 16,643
Contract assets - - 295 295 - - 24,310 24,310
Trade and financial
assets - - 9,556 9,556 - - 37,747 37,747
Derivative assets - - 5,387 5,387 - - 10,518 10,518
Contract liabilities* - - (386) (386) - - (55,162) (55,162)
Trade and other
financial liabilities - - (12,301) (12,301) - - (36,801) (36,801)
Derivative liabilities - - (125) (125) - - (684) (684)
Bank loans -
repayable by
instalments - - - - (2,196) - - (2,196)
Bank loans -
revolving - (47,000) - (47,000) - (26,000) - (26,000)
Lease liabilities (1,430) - - (3,931) (1,937) (1,994) - (3,931)
(1,430) 14,128 2,426 15,124 (4,133) (11,351) (20,072) (35,556)
2026 2025
Effect on
equity
£’000
Effect on profit
before tax
£’000
Effect on
equity
£’000
Effect on profit
before tax
£’000
GBP strengthens by 1% against USD 44 20 843 398
GBP strengthens by 1% against EUR (19) 13 122 78
GBP weakens by 1% against USD (45) (20) (860) (406)
GBP weakens by 1% against EUR 20 (14) (124) (79)
(d) Interest rate risk
The Group is subject to fluctuations in interest rates on its borrowings and surplus cash. The Group is aware
of the financial products available to hedge against adverse movements in interest rates. Formal reviews are
undertaken to determine whether such instruments are appropriate for the Group.
Interest rate swap
In July 2021, the Company signed a contract to mitigate the impact of interest rate risk by taking out an
interest rate swap derivative fixing £30 million of notional debt at less than 1% versus the variable inter-
bank lending rate (SONIA) for a period of 10 years, from 1st September, 2021 to 31st August, 2031. Hedge
accounting is not applied for this instrument and all movements in fair value are recognised in profit and
loss.
The table below shows the Group’s financial assets and liabilities split by those bearing fixed and floating
rates and those that are non interest-bearing.
*The contract liabilities are predominantly advance payments from customers.
The fixed interest rates for bank loans repayable by instalments are 1.96% to 3.15%. Floating interest rates
for bank loans are calculated as SONIA or UK base rate, with bank margins of less than 2.1%.
Sensitivity analysis
As the Group has floating rate borrowings lower than the interest rate SWAP of £30 million, that is in place
until August 2031 and the Board intends to keep borrowing at or below this amount, therefore any change in
the interest rates, either an increase or a decrease, would not change the Group’s profitability, due to being
fully hedged. A 1% decrease in interest rates would increase profit before tax by £nil (2025: £nil).
104
NOTES TO THE FINANCIAL STATEMENTS
29. Total financial assets and liabilities
IFRS 7 requires that the classification of financial instruments at fair value be determined by reference to the
source of inputs used to derive the fair value. This classification uses the following three-level hierarchy:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices);
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The table below sets out the Group’s accounting classification of financial assets and liabilities and their
fair values at 30th April, 2026 and 30th April, 2025. for continuing operations. The equivalent disclosures for
discontinuing operations are Included in note 3.
Year ended 30th April, 2026 Year ended 30th April, 2025
Level
Carrying
amount
£’000
Fair
value
£’000
Carrying
amount
£’000
Fair value
£’000
Financial assets
Amortised cost
Cash and cash equivalents ... Other 14,128 14,128 16,643 16,643
Trade receivables ... ... Other 9,371 9,371 35,931 35,931
Other financial assets ... ... Other 185 185 1,816 1,816
Fair value through profit and loss
Derivative financial assets ... Level 2 19 19 744 744
Interest rate swap ... ... Level 2 4,836 4,836 4,788 4,788
Fair value - hedging instrument
Derivative financial assets ... Level 2 532 532 4,986 4,986
Total financial assets ... 29,071 29,071 64,908 64,908
Year ended 30th April, 2026 Year ended 30th April, 2025
Financial liabilities
Amortised cost
Trade payables ... ... ... Other 7,048 7,048 21,303 21,303
Other financial liabilities ... Other 5,253 5,253 4,107 4,107
Lease liabilities ... ... ... Other 1,430 1,616 3,931 4,288
Bank loans -
repayable by instalments ... Other - - 2,196 2,358
Bank loans -
rolling credit facilities ... Other 47,000 47,000 26,000 26,000
Fair value through profit and loss
Derivative financial liabilities Level 2 1 55 55 55
Fair value - hedging instrument
Derivative financial liabilities Level 2 124 124 629 629
Total financial liabilities ... 13,856 14,042 58,221 58,740
Derivative financial instruments not designated as cash flow hedging instruments are measured at fair value
through profit and loss.
The fair value of the short-term cash and cash equivalents, trade and other receivables, contract assets, trade
and other financial liabilities, and contract liabilities, is the same as carrying value.
105
NOTES TO THE FINANCIAL STATEMENTS
30. Capital Commitments
Contracted capital commitments at 30th April, 2026 for which no provision has been made in these financial
statements were £2,442,287 (2025: £5,985,188).
31. Guarantees and contingencies
The table below sets out the number and value of unexpired bank guarantee bonds as at 30th April, 2026 and
30th April, 2025. These guarantee bonds are required as part of the terms and conditions within our Mechanical
Engineering contracts.
32. Subsequent events
The Board of Directors announced on 7th August, 2026 that it has commenced a strategic review during the
year to consider a range of potential options to maximise value for shareholders whilst ensuring continuity for
all stakeholders, including customers and the long-term prosperity of its businesses. These options include
the sale of the Mechanical Engineering Division, which includes Goodwin Steel Castings Limited, Goodwin
International Limited, Noreva GmbH, Easat Group and the Pump Division.
After the balance sheet date an ordinary dividend of 330p per qualifying ordinary share was proposed by the
Directors (2025: Ordinary dividend of 280p).
The current year proposed ordinary dividend of £24,782,000 (2025: Proposed ordinary dividend of £21,027,000)
has not been recognised as a liability within these financial statements.
33. Non-principal subsidiaries and associates
Company name
Registered
address*
Country of
Incorporation
Class of
shares held % held
Continuing:
Gold Star Brasil Industria E Comercio de Materials Para
Fundicao Ltda ... ... ... ... ... ... ... 7 Brazil Ordinary 100.0
Jewelry Wax Limited ... ... ... ... ... ... ... 13 Thailand Ordinary 61.5
GRS Silicone Company Limited ... ... ... ... 16 China Ordinary 75.5
Shenzhen King-Top Modern Hi-Tech Company Limited 15 China Ordinary 75.5
Llwynderw Woodland Limited ... ... ... ... ... 1 England and Wales Ordinary 100.0
Discontinuing:
Goodwin Engineering Training Company Limited 1 England and Wales Ordinary 100.0
Goodwin Submersible Pumps West Africa Limited ... 17 Ghana Ordinary 100.0
Aldercroft Development Limited ... ... ... ... 1 England and Wales Ordinary 100.0
Non-principal holding companies:
Goodwin Refractory Services Holdings Limited ... ... 1 England and Wales Ordinary 100.0
Goodwin Refractory Services Thailand Limited ... ... 10 Thailand Ordinary 61.5
Ying Tai (U.K.) Limited ... ... ... ... ... ... 1 England and Wales Ordinary 75.5
Non-principal Associates:
Tet Goodwin Property Company Limited ... ... ... 10 Thailand Ordinary 49.0
Dormant companies:
Gold Star Powders Limited ... ... ... ... ... 1 England and Wales Ordinary 100.0
Net Central Limited ... ... ... ... ... ... ... 1 England and Wales Ordinary 100.0
Sandersfire International Limited ... ... ... ... 1 England and Wales Ordinary 100.0
Soluform Limited ... ... ... ... ... ... ... 1 England and Wales Ordinary 100.0
Specialist Refractory Services Limited ... ... ... 1 England and Wales Ordinary 100.0
*The registered address for each company can be found in note 35.
All of the above companies are included as part of the consolidated accounts. The trading companies are all involved
in mechanical or refractory engineering.
34. Related parties
Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not
reported in this note. Year end balances and transactions during the year with the Group’s associate company,
Tet Goodwin Property Company Limited, are shown below.
2026
£’000
2025
£’000
Rental cost
... ... ... ... ... ... ... ... ... ... ... 310 288
2026
£’000
2025
£’000
2 guarantee and bonds contracts (2025: 2) - continuing ... ... ... ... 32 32
146 guarantee and bonds contracts (2025: 140) - discontinued ... ... 18,575 14,318
18,607 14,350
106
NOTES TO THE FINANCIAL STATEMENTS
35. Registered offices of subsidiaries and associates
The registered offices of the companies listed in notes 13 and 32 are listed below
1. Ivy House Foundry, Hanley, Stoke-on-Trent ST1 3NR
2. Brassington, Nr. Matlock, Derbyshire DE4 4HF
3. 13-1, Jungbong-daero, 396 Beon-Gil, Seo-gu, Incheon, South Korea
4. No 39/1-5, Old Mahabalipuram Road, Kalavakkam, Thiruporur Chengalpattu District – 603110, India
5. Suite C, F1, Building #14, Xiya Road No.11, Waigaoqiao Free Trade Zone, 200131, Shanghai, China
6. Hocksteiner Weg 56, D - 41189 Mönchengladbach, Germany
7. Rua das Margaridas s/n, No. 70, Barrio Terra Preta - Mairipora – SP, CEP 07662-025, São Paulo, Brazil
8. Confidential Tax and Business Services, Level 1, 449 Gympie Road, Kedron Qld 4031, Australia
9. Koivupuistontie 34, 01510 Vantaa, Finland
10. 99/9 Moo5 Khlong Yong, Bhudhamontol, Nakhon Pathom, 73170 Thailand
11. No.73, Jiao Xin Road, Lanhe Town, Nansha District, Guangzhou City, 511480, China
12. 400 metres North from Nan Zhai Committee, Xifuzhen Street, Chengyang District, Qingdao City, 266106,
China
13. 311/4-5, Mu 10, Khlong Maduea Sub-district, Krathum Baen District, Samut Sakhon Province, Thailand
14. Unit 1 Bridgeway Business Park, Cnr Sam Green Road and Pinnacle Close, Tunney Extension 9,
Germiston, Gauteng, 1401, South Africa
15. No.2-1, Shanzixia Road, Dakang Community, Yuanshan Street, Longgang District, Shenzhen City,
Guangdong, China
16. 101,102 or No5, 165 Minsheng Road, Lanhe Town, Nansha District, Guangzhou, China
1 7. 11, NII Ablade Kotey Avenue, East Legon, Accra, Ghana
107
NOTES TO THE FINANCIAL STATEMENTS
GOODWIN PLC
COMPANY BALANCE SHEET
at 30th April, 2025
2026 2025
Note £’000 £’000
NON-CURRENT ASSETS
Property, plant and equipment … … … … … … … C4 26,882 48,029
Investment properties ... … … … … … … … C4 13,305 35,987
Right-of-use assets ... … ... … … … … … … C4 - 4,264
Investments ... ... ... … … … … … … … C5 13,250 29,843
Intangible assets ... ... … … … … … … … C6 4,743 14,797
Derivative financial assets … … … … … … … 29, C8 3,881 3,913
Group receivables ... … ... … … … … … … C9 33,815 37,139
95,876 173,972
CURRENT ASSETS
Other receivables ... … … … … … … … … C9 3,191 1,066
Derivative assets ... … … … … … … … 28, C8 1,000 876
Cash at bank and in hand ... … … … … … … 10,764 7,575
14,955 9,517
ASSETS CLASSIFIED AS HELD FOR SALE … … … ... ... C7 78,887 -
TOTAL ASSETS ... … … … … … … ... ... 189,718 183,489
CURRENT LIABILITIES
Borrowings ... … … … … … … … … ... C10 - 15,860
Trade and other payables … … … … … … … ... C 11 43,498 40,807
Corporation tax payable … … … … … … … ... 3,114 1
Derivative liabilities … … … … … … … ... 1 1
46,612 56,668
LIABILITIES CLASSIFIED AS HELD FOR SALE … … … ... C7 54,080 -
NON-CURRENT LIABILITIES
Borrowings ... … … … … … … … … ... 45,500 13,415
Accruals and deferred income … … … … … … … C10 - 733
Derivative liabilities ... ... … … … … … … 18 -
Deferred tax liabilities ... ... … … … … … … C12 7,660 11,738
7,678 25,886
TOTAL LIABILITIES ... … … … … … … ... ... 108,370 82,554
NET ASSETS ... ... ... … … … … … … … 81,348 100,935
EQUITY
Called up share capital ... … … … … … … … C13 751 751
Cash flow hedge reserve … ... … … … … … … 11 1
Profit and loss account ... ... … … … … … … 80,586 100,183
TOTAL EQUITY ... … … … … … … ... ... 81,348 100,935
Profit after tax for the year - continuing operations ... … … … 9,149 8,871
Profit after tax for the year - discontinued operations ... … … … 32,232 10,896
Profit after tax for the year ... … … … … … … 41,381 19,767
These financial statements were approved by the Board of Directors on 27th August, 2026 and signed on its behalf by:
The notes on pages 110 to 120 form
part of these financial statements.
T. J. W. Goodwin
Director
M. S. Goodwin
Director
S. R. Goodwin
Director
Company Registration Number: 305907
108
NOTES TO THE FINANCIAL STATEMENTS
GOODWIN PLC
COMPANY STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30th April, 2026
2026 2025
£’000 £’000
PROFIT FOR YEAR 41,381 19,767
OTHER COMPREHENSIVE INCOME / (EXPENSE)
ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO PROFIT AND LOSS:
Cash flow hedges - effective portion of changes in fair value … … … … … 8 (327)
Cash flow hedges - amounts transferred to profit and loss … … … … … 5 (91)
Cash flow hedges - deferred tax (charge) / credit ... ... … … … … … (3) 104
Cost of hedging - changes in fair value ... ... ... … … … … … - 86
Cost of hedging - amounts transferred to profit and loss ... … … … … … - 10
Cost of hedging - deferred tax (charge) ... ... … … … … … - - (24)
OTHER COMPREHENSIVE (EXPENSE) / INCOME FOR THE YEAR,
NET OF INCOME TAX 10 (242)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 41,391 19,525
The notes on pages 110 to 120 form part of these financial statements.
109
NOTES TO THE FINANCIAL STATEMENTS
GOODWIN PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 30th April, 2026
Share
capital
£’000
Cash flow
hedge
reserve
£’000
Cost of
hedging
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
YEAR ENDED 30TH APRIL, 2026
Balance at 1st May, 2025 ... 751 1 - 100,183 100,935
Profit for the year ... ... - - - 41,381 41,381
Effective portion of changes
in fair value ... ... ... - 8 - - 8
Amounts reclassified
to profit and loss ... ... - 5 - - 5
Deferred tax (charge) - (3) - - (3)
Other comprehensive income
for the year
- 10 - - 10
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR - 10 - 41,381 41,391
Transactions with owners
Dividends paid ... ... ... - - - (60,978) (60,978)
BALANCE AT 30TH APRIL, 2026 751 11 - 80,586 81,348
YEAR ENDED 30TH APRIL, 2025
Balance at 1st May, 2024 ... 751 315 (72) 85,862 91,875
Profit for the year ... ... - - - 16,785 16,785
Effective portion of changes
in fair value ... ... ... - (327) 86 - (241)
Amounts reclassified
to profit and loss ... ... - (91) 10 - (81)
Deferred tax (charge) / credit - 104 (24) - 80
Other comprehensive income /
(expense) for the year - (314) 72 - (242)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR - (314) 72 19,767 19,525
Transactions with owners
Dividends paid ... ... ... - - - (9,988) (9,988)
BALANCE AT 30TH APRIL, 2025 751 1 - 100,183 100,935
The notes on pages 110 to 120 form part of these financial statements.
110
NOTES TO THE FINANCIAL STATEMENTS
C1 Accounting policies
Principal accounting policies
These financial statements present information about the Company as an individual undertaking and not about its
Group. These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced
Disclosure Framework (“FRS 101”).
Basis of accounting
Goodwin PLC (the “Company”) is a Company incorporated and domiciled in England and Wales .
These financial statements have been prepared in accordance with International Accounting Standards as adopted by
the UK and in conformity with the requirements of the Companies Act 2006.
The Company proposes to continue to adopt the reduced disclosure framework of FRS 101 in its next financial
statements. The accounting policies set out below have, unless otherwise stated, been applied consistently to all
periods presented in these financial statements. The Company is exempt under S408 (3) Companies Act 2006 from
the requirement to present its own profit and loss account.
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the
following disclosures:
• A cash flow statement and related notes;
• Comparative period reconciliations for share capital, tangible fixed assets and intangible assets;
• Disclosures in respect of transactions with wholly-owned subsidiaries;
• Disclosures in respect of capital management; and
• The effects of new but not yet effective IFRSs.
As the consolidated financial statements of Goodwin PLC include the equivalent disclosures, the Company has
also taken the exemptions under FRS 101 available in respect of certain disclosures required by IFRS 13 Fair Value
Measurement and the disclosures required by IFRS 7 Financial Instrument Disclosures.
Judgements made by the Directors, in the application of these accounting policies, that have significant effect on the
financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note
2 of the Group financial statements.
Measurement convention
The financial statements have been prepared under the historical cost accounting rules except where the measurement
of balances at fair value is required as below.
Discontinued operations
As explained in the Chairman’s statement and note 3 to the Group financial statements, the Board of Directors has
commenced a strategic review of the Mechanical Engineering Division to consider a range of potential options to
maximise value for shareholders whilst ensuring continuity for all stakeholders, including customers and the long-
term prosperity of its businesses. These options include the sale of the Mechanical Engineering Division, which
includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat Group and the Pump
Division.
After reviewing the options available, the Board of Directors decided that the preferred course of action was to
progress with a formal disposal process. Rothschild and Co were appointed as the Group’s financial adviser to
manage that process, engage with interested parties and invite indicative and, subsequently, binding offers for the
businesses identified for disposal.
The Board of Directors have considered the provisions of IFRS 5 and consider that they have met the requirements
for the Financial Statements to be prepared as required by the standard for Assets Held for Sale and discontinued
operations.
The scope of the proposed disposal was determined following consideration of the level of interest expressed
by external parties, together with an assessment of the strategic fit of the businesses and the value that could be
realised for shareholders. Following the assessment, detailed financial, commercial and operational information was
prepared to support the disposal process and enable the businesses identified for disposal to be separate from those
intended to remain within the Group and for interested parties to undertake their evaluation of those businesses.
To comply with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, the assets and liabilities relating
to these companies and any central assets, liabilities and costs that would not be continuing after any potential sale,
have been classified as discontinued operations in these financial statements. The profit and loss account has been
restated for the previous period, in order to report the continuing operations on a comparable basis. The result from
the discontinuing operations has been reported in one line on the income statement, with the detailed analysis of the
profit and loss being included in note 3.
The balance sheet is not restated for the prior period. For the current period, the assets of the disposal group are
reported in a separate line on the consolidated balance sheet.
Investments in subsidiary and associate undertakings
In the Company’s financial statements, investments in subsidiary and associated undertakings are stated at cost less
amounts written off for impairment.
Foreign currency
Transactions in foreign currencies are translated to the respective functional currencies at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance
sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on
translation are recognised in the statement of profit and loss within operating profit.
111
NOTES TO THE FINANCIAL STATEMENTS
C1 Accounting policies (continued)
Financial instruments
Financial assets and financial liabilities are recognised on the Company’s balance sheet when the Company
has become a party to the contractual provisions of the instrument. The principal financial assets and liabilities
of the Company are as follows:
Principal non-derivative financial assets
Other receivables
Other receivables principally comprise short-term sales taxes repayable to the Company and receivables
from Group undertakings. After being recognised initially at fair value, other receivables are measured,
subsequently, at amortised cost. The carrying amount of other receivables is considered to be a reasonable
approximation of their fair value. The Company has not made a provision for expected credit losses (ECLs)
as it deems that the amounts due from Group undertakings are fully recoverable, given that the Company
is privy to both the accounts and future prospects of those Group companies. If an impairment provision is
required, where the carrying value of an amount owed by a Group undertaking cannot be fully supported,
and it is a material amount, then this is provided for in the Company’s financial statements.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand including cash deposits with an original
maturity of three months or less.
Equity instruments
Equity instruments are stated at par value, with the par value of ordinary shares being reported as share
capital.
Principal non-derivative financial liabilities
Financial liabilities are classified according to the substance of the contractual arrangements into which the
Company has entered.
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded, initially, at their fair value less attributable transaction
costs. They are subsequently carried at their amortised cost and finance charges and are recognised in the
statement of profit and loss over the term of the instrument using an effective rate of interest.
Trade and other payables
Trade and other payables are recognised, initially, at fair value and, subsequently, at amortised cost using the
effective interest method where material.
Derivative assets and liabilities
Derivative financial assets and liabilities are recognised at fair value. The fair value of forward foreign exchange
contracts is equal to the present value of the difference between the contractual forward price and the current
forward price for the residual maturity of the contract adjusted for counterparty credit risk. The recognition of
the gain or loss on re-measuring to fair value those forward foreign exchange contracts, which are used for
hedging, is outlined below; for other forward foreign exchange contracts and the interest rate swap derivative,
the gain or loss is recognised in the profit and loss.
Cash flow hedges
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised
asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative
financial instrument is recognised directly in the hedging reserves. The Company’s hedge relationships
are aligned with its risk management objectives and strategy, resulting in a more qualitative and forward-
looking approach in ensuring hedge effectiveness. These hedging arrangements have been put in place to
mitigate foreign currency exchange risk arising from certain highly probable sales and purchases transactions
denominated in foreign currencies.
For cash flow hedges, the associated cumulative gain or loss on the relevant derivative financial instrument is
removed from equity and recognised in the statement of profit and loss in the same period or periods during
which the hedged forecast transaction affects the statement of profit and loss. Any identified ineffective portion
of the hedge is recognised immediately in the statement of profit and loss. The full value of the change in fair
value is designated as the hedging instrument and taken to the cash flow hedge reserve.
Where a derivative financial instrument is not hedge accounted, all changes in fair value are recognised
immediately in profit and loss.
When a hedging instrument expires or is sold, terminated or exercised, or the Company revokes the designation
of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or
loss, at that point, remains in equity and is recognised in accordance with the above policy when the transaction
occurs. If the cash flow hedge transaction is no longer expected to take place, the cumulative unrealised gain
or loss recognised in equity is recognised in the statement of profit and loss immediately, within administrative
expenses.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items of property, plant and equipment.
11 2
NOTES TO THE FINANCIAL STATEMENTS
C1 Accounting policies (continued)
Property, plant and equipment (continued)
Depreciation is charged to the statement of profit or loss over the estimated useful lives of each part of an
item of property, plant and equipment on the following bases:
Depreciation is charged on cost for assets acquired after April 2023. Most assets acquired before that date are
being depreciated on a reducing balance basis.
Investment properties
Investment properties are properties which are held either to earn rental income or for capital appreciation or
for both. Investment properties are stated at cost less accumulated depreciation.
Depreciation is charged to the statement to profit and loss on a straight-line or reducing balance basis over
the estimated useful lives of investment properties, which is typically 25 years.
Freehold land ... ... ... ... ... Nil
Freehold buildings ... ... ... ... 25 -50 years on reducing balance or cost
Plant and machinery ... ... ... 4 -20 years on reducing balance or cost
Motor vehicles ... ... ... ... 4 -7 years on reducing balance or cost
Tooling ... ... ... ... ... Over estimated production life
Other equipment ... ... ... ... 4 - 7 years on reducing balance or cost
Assets in course of construction ... Nil
Government grants
Government grants relating to income are recognised in the statement of profit and loss.
Unamortised government grants relating to property, plant and equipment are recognised in the balance
sheet as deferred income. Amortisation of such grants is credited to profit and loss in accordance with the
useful lives of the assets to which they relate.
Leases
Definition of a lease
A contract is a lease or contains a lease if it transfers the right to use an identified asset over the contract term,
in exchange for payment. In determining whether a contract gives the Company the right to use an asset, the
Company assesses whether:
• the contract involves the use of an identified asset;
• the Company has the right to obtain substantially all of the economic benefit of using the asset; and
• the Company has the right to direct the use of the asset by deciding how the asset is employed.
Lease term
The lease term is the non-cancellable period of a lease, and options to extend the lease or terminate it, where
it is probable that the Company will exercise the available options. At the start of a lease, the Company
makes a judgement about whether it is reasonably certain to exercise the options, and reassesses this
judgement when a change in circumstances may affect the likelihood of exercising the options. Contracts,
where the original lease term has expired, with assets continuing to be leased on a short-term rolling basis
of a few months, are treated as short-term leases.
Lease balances
A right-of-use asset and a lease liability are calculated at the beginning of a lease. The right-of-use asset is
measured initially at cost, being the opening lease liability, adjusted for any lease payments made by the
start of the lease, and for any initial direct costs, which have been incurred.
The lease liability is measured initially at the present value of the lease payments, which are outstanding
at the start date, discounted at either the rate implicit in the lease or the Company’s incremental borrowing
rate. With the exception of leases containing an option to purchase, the Company uses its incremental
borrowing rate as the discount rate. Lease liabilities are measured at amortised cost, using the effective rate,
and adjusted, as required, for any subsequent change to the lease terms.
The right-of-use asset is depreciated on a straight-line basis over the lease term, or from the start date of
the lease to the end of the useful life of the right-of-use asset as appropriate. The method of calculating the
estimated useful lives of the right-of-use assets and testing for impairment is the same as that for property,
plant and equipment.
Recognition exemptions
Payments for short-term leases, lasting twelve months or less, without a purchase option, are reported as an
operating expense on a straight-line basis over the term of the lease.
The cost of leasing low-value items is reported as an operating expense over the life of the lease.
Intangible fixed assets and amortisation
Manufacturing rights, brand names and customer lists purchased by the Company are amortised to nil
by equal annual instalments over their estimated useful lives. Expenditure on development activities is
capitalised if the product or process is technically and commercially feasible and the Company has sufficient
resources to complete development. The expenditure capitalised includes the cost of materials, direct labour
and an appropriate proportion of overheads.
11 3
NOTES TO THE FINANCIAL STATEMENTS
C1 Accounting policies (continued)
Taxation
Tax on the profit and loss for the year comprises current and deferred tax. Tax is recognised in the statement
of profit and loss except to the extent that it relates to items recognised in other comprehensive income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous
years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax
provided is based on the expected manner of realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be
available against which the asset can be utilised.
Interest swap derivative
The mark to market value of the Company’s interest rate swap derivative is treated as not being hedged with
the movement on the mark to market valuation being taken through the profit and loss account.
C2 Auditor’s remuneration
Included in the profit / (loss) before taxation are the following:
2026
£’000
2025
£’000
Fees receivable by the auditor and the auditor’s associates in respect of:
Audit of these financial statements ... ... ... ... ... ... ... 154 133
C3 Staff numbers and costs
The average number of persons employed by the Company (including Directors) during the year, analysed
by category, was as follows:
2026 2025
Administration staff ... ... ... ... ... ... ... ... ... ... 57 59
Less: employees within discontinuing
operations ... ... ... ... ... ... ... (21) (21)
36 38
2026 2025
The aggregate payroll costs of these persons were as follows:
Wages and salaries ... ... ... ... ... ... ... ... ... ... 7,950 6,067
Social security costs ... ... ... ... ... ... ... ... ... ... 788 661
Other pension costs ... ... ... ... ... ... ... ... ... ... 104 88
8,842 6,816
Reported as: ... ... ... ... ... ... ... ... ... ...
Continuing operations ... ... ... ... ... ... ... ... ... 2,995 2,261
Discontinued operations ... ... ... ... ... ... ... ... ... 5,847 4,555
8,842 6,816
Intangible fixed assets and amortisation (continued)
Finance income and costs
Finance costs comprise interest payable and interest on finance leases using the effective interest method,
together with the amortisation of any facility arrangement fees. Borrowing costs directly attributable to the
acquisition, construction or production of an asset, which takes a substantial time to be prepared for use, are
capitalised as part of the cost of that asset.
Interest income and interest payable is recognised in the statement of profit and loss as it accrues.
Pension costs
The Company contributes to a defined contribution pension scheme for employees under an Auto
Enrolment Pension arrangement, as required by Government legislation. The assets of the scheme are held
in independently administered funds. Company pension costs are charged to the statement of profit and loss
in the year for which contributions are payable.
Amortisation rates are as follows:
Manufacturing rights ... ... ... 11 - 15 years
Brand names ... ... ... ... ... 20 years
Software and licences ... ... ... 3 - 5 years
Intellectual property rights ... ... 20 years
Non-compete agreements ... ... 2 - 15 years
Capitalised development costs ... Minimum expected order unit intake or minimum product life
114
NOTES TO THE FINANCIAL STATEMENTS
Investment
properties
Property, Plant and Equipment
Cost
£’000
Land and
buildings
£’000
Plant and
machinery
£’000
Other
equipment
*
£’000
Assets in
course of
construction
£’000
Total
£’000
Balance at 1st May, 2025 47,546 1,250 49,646 4,192 22,825 77,913
Additions ... ... 1,526 - 720 259 4,148 5,127
Reclassification ... ... 2,977 - 23,172 6 (26,155) (2,977)
Transfer from ROU** ... - - 5,182 - - 5,182
Transfer to assets classified
as held for sale (33,144) (1,250) (48,429) - (585) (50,264)
Disposals ... ... ( 11 3 ) - (1,984) (972) - (2,956)
Intercompany transfers ... (989) - (46) 7 - (39)
Balance at 30th April, 2026 17,803 - 28,261 3,942 233 31,986
Depreciation
Balance at 1st May, 2025 11,559 764 25,989 3,131 - 29,884
Charged in the year ... 1,443 19 2,663 266 - 2,948
Transfer from ROU** ... - - 984 - - 984
Transfer to assets classified
as held for sale (8,298) (783) (25,112) - - (25,895)
Disposals ... ... ( 11 2 ) - (1,976) (841) - (2,817)
Intercompany transfers ... (94) - - - - -
Balance at 30th April, 2026 4,498 - 2,548 2,556 - 5,104
Net book value
At 30th April, 2025 ... ... 35,987 486 23,657 1,061 22,825 48,029
Balance at 30th April, 2026 13,305 - 25,713 936 233 26,882
C4 Tangible fixed assets
* Other equipment comprises motor vehicles, IT hardware and office equipment.
** This is a transfer from the right-of-use assets category, following the repayment of leases during the year.
Security
The net book value of assets pledged as security for borrowings (note C10) is:
2026
£’000
2025
£’000
Plant and machinery ... ... ... ... ... ... ... ... ... ... - 4,086
- 4,086
The Company’s investment properties have been valued, using the cost model, and depreciated over their
estimated useful lives – typically 25 years. In the opinion of the Directors, the fair value of the investment
properties as at 30th April, 2026 was estimated to be in the range of £18 million, compared with the net book
value of £13 million.
Investment property income and operating expenses
The Company rents investment properties to its UK subsidiaries. There are no formal agreements in place
and for this reason, it is not possible to disclose a maturity analysis of lease payments.
2026
£’000
2025
£’000
Property income ... ... ... ... ... ... ... ... ... ... 2,008 1,545
Operating expenses ... ... ... ... ... ... ... ... ... ... (1,002) (850)
Details of the Directors’ remuneration can be found within the Directors’ Remuneration Report on page 38.
The emoluments of the highest paid Director were £465,000 (2025: £451,000). On 30th April, 2026 three
Directors were members of a defined contribution pension scheme (2025: one).
C3 Staff numbers and costs (continued)
11 5
C4 Tangible fixed assets (continued)
Right-of-use assets
NOTES TO THE FINANCIAL STATEMENTS
Plant and
machinery
£’000
Cost
Balance at 1st May, 2025 ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... 5,183
Transfer to property, plant and equipment ... ... ... ... ... ... ... ... ... ... ... (5,183)
Balance at 30th April, 2026 -
Depreciation
Balance at 1st May, 2025 ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... 919
Charged in the year ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... 65
Transfer to property, plant and equipment ... ... ... ... ... ... ... ... ... ... ... (984)
Balance at 30th April, 2026 -
Net book value
At 30th April, 2025 ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... 4,262
At 30th April, 2026 -
C5 Fixed asset investments
Shares in
associated
undertakings
£’000
Shares in
subsidiary
undertakings
£’000
Total
£’000
Cost
Balance at 1st May, 2024 ... ... ... ... ... 363 35,393 35,745
Additions ... ... ... ... ... ... ... - 3,200 11
Transfer to assets held for sale ... ... ... ... - (23,768) (23,768)
Balance at 30th April, 2025 363 14,825 15,188
Impairment
Balance at 1st May, 2024 ... ... ... ... ... - 5,913 5,913
Transfer to assets held for sale ... ... ... ... - (3,975) (3,975)
Balance at 30th April, 2025 - 1,938 1,938
Net book value
At 30th April, 2024 ... ... ... ... ... ... 363 29,480 29,843
At 30th April, 2025 363 12,887 13,250
Details of the principal subsidiaries and associates are listed in note 14. A list of non-principal subsidiaries and
associates is included in note 33 of the Group financial statements.
The UK subsidiaries listed below are exempt from the requirement to have an audit and to file audited financial
statements by virtue of Section 479A of the Companies Act 2006. In adopting the exemption, Goodwin PLC
has provided a guarantee to these subsidiaries in accordance with Section 479C of the Companies Act 2006.
Name
Company
number
% shares
held
Aldercroft Development Limited ... ... ... ... ... 16172337 100.0
Goodwin Engineering Training Company Limited ... ... 11385436 100.0
Goodwin Refractory Services Holdings Limited ... ... ... 04666689 100.0
Llwynderw Woodland Limited ... ... ... ... ... ... 15706169 100.0
Ying Tai (U.K.) Limited ... ... ... ... ... ... ... 04090694 75.5
11 6
NOTES TO THE FINANCIAL STATEMENTS
C6 Intangible assets
Cost
Brand names
and
intellectual
property
£’000
Manu-
facturing
rights
£’000
Software
and
Licences
£’000
Develop-
ment
costs
£’000
Total
£’000
Balance at 1st May, 2025 ... ... 8,183 1,672 736 12,487 23,078
Additions ... ... ... - - 80 - 80
Intercompany transfers ... ... 730 - - 234 964
Transfer to assets
classified as held for sale... ... (5,780) - - (8,866) (14,646)
Balance at 30th April, 2026 3,133 1,672 816 3,855 9,476
Amortisation
Balance at 1st May, 2025 ... ... 2,992 1,297 436 3,556 8,281
Amortisation for the year ... ... 361 53 92 713 1,219
Transfer to assets
classified as held for sale... ... (1,755) - - (3,012) (4,767)
Balance at 30th April, 2026 1,598 1,350 528 1,257 4,733
Net book value
At 30th April, 2025 ... ... 5,191 375 300 8,931 14,797
At 30th April, 2026 1,535 322 288 2,598 4,743
Note 16 in the Group financial statements includes details of the Company’s significant intangible assets.
C8 Derivative assets
2026
£’000
2025
£’000
Due after more than one year
Interest rate swap ... ... ... ... ... ... ... ... ... ... 3,872 3,913
Derivative assets designated as cash flow hedging instruments ... ... 9 -
3,881 3,913
Due within one year
Interest rate swap ... ... ... ... ... ... ... ... ... ... 964 875
Derivative assets designated as cash flow hedging instruments ... ... 21 1
Derivative assets not designated as cash flow hedging instruments ... 15 -
1,000 876
The Group utilises interest rate swap derivatives to hedge against future movements in floating interest
rates against the Group’s floating rate debt. Hedge accounting is not applied for these instruments and all
movements in fair value are recognised in profit and loss. Further details are contained in note 28 of the
Group financial statements.
Note
2026
£’000
Investment property ... ... ... ... ... ... ... ... ... ... C4 24,846
Property, plant and equipment ... ... ... ... ... ... ... ... C4 24,369
Fixed asset investments ... ... ... ... ... ... ... ... ... C5 1,545
Intangible assets ... ... ... ... ... ... ... ... ... ... C6 9,879
Assets held for sale 78,887
Bank loans - repayable by instalments ... ... ... ... ... ... ... (394)
Bank loans - rolling credit facilities ... ... ... ... ... ... ... (47,000)
Deferred income ... ... ... ... ... ... ... ... ... ... (733)
Deferred tax liability ... ... ... ... ... ... ... ... ... ... (5,953)
Liabilities held for sale (54,080)
C7 Assets and liabilities held for sale
11 7
C9 Other receivables
NOTES TO THE FINANCIAL STATEMENTS
2026
£’000
2025
£’000
Due after more than one year
Interest-bearing
Amounts owed by Group undertakings – repayable on demand ... ... 1,152 2,783
Amounts owed by Group undertakings – repayable within five years* ... 8,088 -
Non interest-bearing
Amounts owed by Group undertakings – repayable on demand ... ... 2,984 1,113
Amounts owed by Group undertakings – repayable within five years* ... 21,591 33,243
33,815 37,139
Due within one year
Other debtors ... ... ... ... ... ... ... ... ... ... 10 11
Prepayments and accrued income ... ... ... ... ... ... ... 3,181 812
Corporation tax receivable ... ... ... ... ... ... ... ... ... - 243
3,191 1,066
* Amounts owed by Group undertakings are considered to be repayable within five years, as the Company
supports the working capital requirements of the Group undertakings. Repayment is required by the Company
only when there are excess funds within each specific Group undertaking.
C10 Borrowings
This note provides information about the contractual terms of the Company’s interest-bearing bank loans
and borrowings. For more information about the Group’s exposure to interest rate risk, see note 28 (d) of the
Group financial statements.
2026 2025
Non-
current
liabilities
£’000
Current
liabilities
£’000
Total
borrowings
£’000
Non-
current
liabilities
£’000
Current
liabilities
£’000
Total
borrowings
£’000
Bank loans - repayable ...
by instalments ... ... - - - 424 804 1,228
Bank loans - rolling ...
credit facilities ... ... ... - - - 12,000 14,000 26,000
Lease liabilities ... ... - - - 991 1,056 2,047
- - - 13,415 15,860 29,275
Lease liabilities
Lease liabilities are payable as follows:
2026 2025
Minimum
lease
payments
£’000
Interest
£’000
Principal
£’000
Minimum
lease
payments
£’000
Interest
£’000
Principal
£’000
Within one year ... ... - - - 1,155 99 1,056
Witin two to three years ... - - - 1,019 41 978
Within four to five years ... - - - 13 - 13
- - - 2,187 140 2,047
11 8
NOTES TO THE FINANCIAL STATEMENTS
C10 Borrowings (continued)
Bank loan repayable by instalments
The loans are secured against three furnaces and land (see note C4). Bank loans are repayable as follows:
2026 2025
Minimum
loan
payments
£’000
Interest
£’000
Principal
£’000
Minimum
loan
payments
£’000
Interest
£’000
Principal
£’000
Within one year ... ... - - - 835 31 804
Within two to three years ... - - - 429 5 424
- - - 1,264 36 1,228
2026
£’000
2025
£’000
Trade payables ... ... ... ... ... ... ... ... ... ... ... 1,263 400
Amounts owed to Group undertakings – interest-bearing ... ... ... ... - 37,828
Amounts owed to Group undertakings – non interest-bearing ... ... ... 39,761 565
Other taxation and social security ... ... ... ... ... ... ... ... 842 542
Other creditors ... ... ... ... ... ... ... ... ... ... ... 3 -
Accruals and deferred income ... ... ... ... ... ... ... ... ... 1,632 1,472
43,498 40,807
C11 Trade and other payables
C12 Provisions for deferred tax
Property,
plant and
equipment
£’000
Derivatives
£’000
Other
£’000
Total
£’000
Balance at 1st May, 2025 ... ... 11,737 1 - 11,738
Recognised in profit or loss ... 1,872 - - 1,872
Recognised in other
comprehensive income ... ... - 3 - 3
Transfer to disposal group ... (5,953) - - (5,953)
Balance at 30th April, 2026 7,656 4 - 7,660
2026
£’000
2025
£’000
Deferred tax liabilities due after more than one year 7,660 11,738
7,660 11,738
2026
£’000
2025
£’000
Authorised, allotted, called up and fully paid:
Balance at 1st May and 30th April 7, 509,600
(2025: 7,509,600) of ordinary
shares of 10p each)
751 751
C13 Called up share capital
C14 Related party balances and transactions
The Company has applied the exemptions available under FRS 101 in respect of the disclosure of transactions
with wholly-owned subsidiary companies. The Company has transacted with Easat Radar Systems Limited,
Easat Finland Oy, Goodwin Korea Company Limited, Goodwin Refractory Services Thailand Limited, Siam
Casting Powers Limited, Ultratec Jewelry Supplies Limited and Ying Tai (UK) Limited which are not wholly-
owned subsidiaries.
119
NOTES TO THE FINANCIAL STATEMENTS
Compensation of key management personnel
Key management personnel are defined in the Directors’ Remuneration Report on page 42, and their
remuneration is disclosed on page 42 of the Group financial statements.
C15 Commitments
Contracted capital commitments at 30th April, 2026, for which no provision has been made in these financial
statements, were £295,899 (2025: £4,626,972).
C16 Subsequent events
The Board of Directors announced on 7th August, 2026 that it has commenced a strategic review during the
year to consider a range of potential options to maximise value for shareholders whilst ensuring continuity
for all stakeholders, including customers and the long-term prosperity of its businesses. These options
include the sale of the Mechanical Engineering Division, which includes Goodwin Steel Castings Limited,
Goodwin International Limited, Noreva GmbH, Easat Group and the Pump Division.
After reviewing the options available, the Board of Directors decided that the preferred course of action was
to progress with a formal sale process. Rothschild and Co were appointed as the Group’s financial adviser to
manage that process, engage with interested parties and invite indicative and, subsequently, binding offers
for the businesses identified for disposal.
The Board of Directors have considered the provisions of IFRS 5 and consider that they have met the
requirements for the Financial Statements to be prepared as required by the standard for Assets Held for Sale
and discontinued operations.
The scope of the proposed disposal was determined following consideration of the level of interest expressed
by external parties, together with an assessment of the strategic fit of the businesses and the value that could
be realised for shareholders. Following the assessment, the businesses identified for disposal were separated
from those intended to remain within the Group, and a detailed financial, commercial and operational
information was prepared to support the formal sales process and enable interested parties to undertake
their evaluation of the businesses.
Ordinary dividends of £24,782,000 were declared. Proposed dividends are not recognised as liabilities within
these financial statements.
Year ended 30th April, 2026 Year ended 30th April, 2025
Continuing
£’000
Discontinuing
£’000
Total
£’000
Continuing
£’000
Discontinuing
£’000
Total
£’000
Related party balances
Non interest
bearing balances... ... ... -
Amounts owed by
Group undertakings
- repayable on
demand ... ... - 3 3 206 164 370
Amounts owed by
Group undertakings
- repayable within
five years ... ... - 468 468 - 9,493 9,493
Interest-bearing
balances
Amounts owed by
Group undertakings
– repayable within
five years ... ... - 8,088 8,088 - - -
Related party transactions
Dividend income
1,905 - 1,905 2,732 - 2,732
Interest income
- 60 60 - - -
Management fee income
- 318 318 - 303 303
Rental income
- 126 126 - 119 119
Royalty income
- 786 786 - 383 383
C14 Related party balances and transactions (continued)
120
NOTES TO THE FINANCIAL STATEMENTS
2026
£’000
2025
£’000
Paid special interim dividend during the year
532p (2025: nil) per qualifying ordinary share ... ... ... ... ... 39,951 -
Paid ordinary dividends during the year in respect of prior years
280p (2025: 133p) per qualifying ordinary share ... ... ... ... ... 21,027 9,988
60,978 9,988
After the balance sheet date an ordinary dividend of 330p per qualifying ordinary share was proposed by the
Directors (2025: Ordinary dividend of 280p).
The proposed current year ordinary dividend of £24,782,000 (2025: Proposed ordinary dividend of £21,027,000)
has not been recognised as a liability within these financial statements.
C18 Accounting estimates and judgements
The material accounting estimates and judgements for the Company follow that of the Group which have
been considered in note 2 of the Group financial statements.
C17 Dividends
121
Measure Method of calculation / reference Page No. 2026 2025
Gross profit (£’000) Segmental information 76 140,278 91,609
Revenue (£’000) Segmental information 76 280,016 219,709
Gross profit as percentage of
revenue (%) Gross profit / revenue
50.1% 41.7%
Profit before tax (£’000) Segmental information 76 77,551 34,260
Unrealised loss/(gain) on 10 year
interest rate swap derivative Consolidated statement of profit and loss 54 (49) 1,257
Trading profit (£’000) 77,502 35,517
Operating profit (£’000) Segmental information 76 78,604 37,112
Capital employed (£’000) Note 27 97 159,926 151,788
Return on capital employed (%) Operating profit / capital employed 49.2% 24.4%
Net debt (£’000) Note 26 96 29,284 13,625
Net assets attributable to
equity holders of the parent (£’000) Consolidated balance sheet 56 130,642 138,163
Gearing (%) Net debt / equity, as above 22.4% 9.9%
Net profit attributable to equity
holders of the parent (£’000) Consolidated statement of profit and loss 54 55,454 24,569
Net assets attributable to equity
holders of the parent (£’000) Consolidated balance sheet 56 130,642 138,163
Return on investment (%) Net profit / net assets 42.4% 17.8%
Revenue (£’000) Segmental information 76 280,016 219,709
Average number of employees Note 7 82 1,296 1,253
Revenue per employee (£) Group revenue / average employees 216,062 175,346
NOTES TO THE FINANCIAL STATEMENTS
ALTERNATIVE PERFORMANCE MEASURES
The alternative performance measures are based on the totals of continuing and discontinued operations and are
Non-GAAP.
Annual post tax profit (£’000) Consolidated statement of profit and loss 54 57,945 26,178
Interest rate SWAP mark to market net
of tax @ 25% (2024: 25%) (£’000) Consolidated statement of profit and loss 54 (37) 943
Depreciation owned assets (£’000) Note 5 54 7,646 6,663
Depreciation right-of-use assets (£’000) Note 5 54 733 1,346
Amortisation and impairment (£’000) Note 5 54 1,415 1,580
Exclude operating
depreciation (£’000) (655) (566)
Annual post tax profit +
depreciation + amortisation (£’000)
67,047 36,144
Continuing and discontinued
operations (Non-GAAP measure)
2022
£’000
2023
£’000
2024
£’000
2025
£’000
2026
£’000
Revenue ... ... ... ... ... ... ... ... 144,108 185,742 191,258 219,709 280,016
Trading profit ... ... ... ... ... ... ... 17,201 18,940 24,094 35,517 77,502
Profit before taxation ... ... ... ... ... 19,941 22,129 24,207 34,260 77,551
Tax on profit ... ... ... ... ... ... ... (6,321) (5,616) (6,491) (8,082) (19,606)
Profit after taxation ... ... ... ... ... ... 13,620 16,513 17,716 26,178 57,945
Basic earnings per ordinary share (in pence) ... 169.14p 206.81p 224.53p 327.17p 738.44p
Diluted earnings per ordinary share (in pence) ... 169.14p 206.81p 224.53p 327.17p 738.44p
Total equity ... ... ... ... ... ... ... 119,743 129,157 126,650 142,208 136,019
Trading profit is defined as profit before tax, less the impact of the interest rate swap valuation. The calculation is
reported in the Alternative Performance Measures on page 121.
122
FIVE YEAR FINANCIAL SUMMARY
