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D I R E C T O R S R E P O R T A N D A C C O U N T S
3O th A P R IL 2O25
INDEX
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 or Loss
9
Objectives, Strategy and Business Model
14
Principal Risks and Uncertainties
16
Corporate Social Responsibility
DIRECTORS’ REPORTS
24
Report of the Directors
27
Corporate Governance Report
31
Audit Committee Report
34
Directors’ Remuneration Policy and Report
40
Statement of Directors’ responsibilities in respect of the
Annual Report and the Financial Statements
AUDITOR’S REPORT
41
Independent Auditor’s Report to the Members of Goodwin PLC
FINANCIAL STATEMENTS
50
Consolidated Statement of Profit or Loss
51
Consolidated Statement of Comprehensive Income
52
Consolidated Balance Sheet
53
Consolidated Statement of Changes in Equity
55
Consolidated Statement of Cash Flows
56
Notes to the Financial Statements
93
Company Balance Sheet
94
Company Statement of Comprehensive Income
95
Company Statement of Changes in Equity
96
Notes to the Company Financial Statements
106 Alternative Performance Measures
107
FIVE YEAR FINANCIAL SUMMARY
FINANCIAL HIGHLIGHTS
Accounting policies
56
Earnings per share
70
Provisions
81
Alternative performance
106
Estimates and judgements
63
Related parties
91
measures
Finance costs (net)
69
Revenue
66
Borrowings
78
Financial risk management
84
Right-of-use assets
72
Capital and reserves
82
Guarantees and contingencies 91
Subsequent events
91
Capital commitments
91
Intangible assets
75
Segmental information
64
Cash and cash equivalents
78
Interest rate swap
89
Staff numbers and costs
68
Company statements
93
Investments in subsidiaries
73
Taxation
69
Deferred tax
81
Inventories
77
Net debt
84
Trade and other receivables
78
Dividend and capital
Property, plant and equipment 71
expenditure policy
13
Trade and other payables
80
GOODWIN PLC
www.goodwin.co.uk
Registered in England and Wales, Number 305907
Established 1883
T. J. W. Goodwin
M. S. Goodwin
Directors:
S. R. Goodwin
B. R. E. Goodwin
(Chairman)
(Managing Director)
(Managing Director)
(Director)
Mechanical
Refractory
Engineering Division
Engineering Division
J. E. Kelly
N. Brown
C. A. McNamara
(Non-Executive Director)
(Director)
(Non-Executive Director)
Secretary and registered office:
Registrar and share transfer office:
Mrs. J. L. Martin, L.L.B., A.C.I.S.
Computershare Investor Services PLC,
Ivy House Foundry, Hanley,
The Pavilions, Bridgwater Road,
Stoke-on-Trent, ST1 3NR
Bristol, BS99 6ZZ
Auditor:
RSM UK Audit LLP,
Festival Way, Festival Park, Stoke-on-Trent, ST1 5BB
NOTICE IS HEREBY GIVEN that the NINETIETH ANNUAL GENERAL MEETING of the
Company will be held at 10.30am on Wednesday, 1st October, 2025 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, 2025.
2.
To approve the payment of the proposed ordinary dividend on the ordinary shares.
3.
To re-elect Mr. B. R. E. Goodwin as a Director.
4.
To-re-elect Ms. C. A. McNamara as a Non-Executive Director.
5.
To approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration
Policy) for the year ended 30th April, 2025, as stated on pages 36 to 39 of the Directors’
Report.
6.
To approve the Directors’ Remuneration Policy, the full text of which is set out on page 34
to 35 of the Directors’ Report.
7.
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:
I vy House Foundry,
Hanley, Stoke-on-Trent
29th July, 2025
1
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 29th September, 2025.
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
29th September, 2025 (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 28th July, 2025 (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 28th July, 2025 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 1st October, 2025, the ordinary dividends of 280 pence
per share will be payable in equal instalments of 140 pence per share on 3rd October, 2025 and on or around 10th April,
2026 to shareholders on the register on 12th September, 2025 and on or around 20th March, 2026 respectively.
2
GROUP STRATEGIC REPORT
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, 2025. The “Trading” pre-tax profit was £35.5 million (2024: £24.1 million) an increase of 47%
from the previous financial year’s trading profits on revenue of £220 million, which is up 15% on the
revenue reported for last financial year.
The Directors propose an increased dividend of 280 pence (2024:133 pence) per share, an 111%
increase, for the reasons outlined further below and in the Dividend and Capital Expenditure Policy
on page 13 of these accounts.
The Group’s increased performance was in line with expectations, with the growing momentum
within the Mechanical Division being the primary driver of the improved result. The increase in the
Group’s gross margin to 42% is a reflection of the quality of the nuclear and defence related
contracts starting to come through. The excellent Group result was not only in terms of profitability
but also in the total amount of cash generated from operations during the year that amounted to £67
million (2024: £33 million) and has resulted in the Group’s net debt being reduced from £42.9 million
to £13.6 million as at 30th April, 2025, and consequently the Group’s gearing has reduced from
35.1% to 9.9%.
Mechanical Engineering Division
The growth in profitability from both Goodwin Steel Castings and Goodwin International within the
Mechanical Division continues to come from the supply of precision-machined, high-integrity
castings into mission critical defence and nuclear applications. It is these markets, specifically the
defence markets, where the market backdrop of increased defence spending has placed the
Division in a favourable position to capitalise from the pipeline of growing opportunities within this
sector.
Over the past seven years, the respective teams have worked hard to be the preferred incumbent
supplier on many UK and US Navy frigate and submarine programmes, due to being able to supply
high-quality products, that are technically difficult to make on a fast and consistent basis. The
breadth of our involvement into these programmes continues to grow, with components now
manufactured for the Astute, Virginia, Columbia and Dreadnaught submarine programmes, as well
as for the Type 26 and DDG frigate programmes and the Gerald R Ford-class aircraft carrier.
Furthermore, we are under contract and actively working on pre-manufacturing activities in relation
to the AUKUS partnership, to build and supply components for the next generation of nuclear-
powered submarines. With the majority of these programmes being multi-decade projects, it
provides the Group with great visibility and confidence in the long-term growth that lies ahead, even
though the vast majority of the value in these programmes to Goodwin has yet to be included in the
Group’s overall workload figure, which, at the time of writing, stands at £287 million.
The Division has benefitted from the mix of work flowing through both the facilities. Typically, the
defence products are made from an impact-resistant, low-carbon, high-alloy martensitic steel,
which enables the foundry, with all of its recent investments and upgrades, to utilise different
furnaces to also supply the 29 tonne ductile iron self-shielded boxes (SSB), that are being
manufactured for the containment of nuclear waste at Sellafield. This product line is another
example of a multi-decade programme, that will continue to contribute to our growth over the long-
term. To date, 237 SSBs have been contractually awarded and 90 of these have been manufactured
and shipped. However, it is reported that up to 747 of these SSBs could be required and, with no one
else in the UK able to supply the product, it provides the Board with further confidence, and is
another product that will continue to contribute to our growth over the long-term.
Easat Radar Systems, as expected, has won several contracts during the year, to supply its state of
the art surveillance systems, that has helped the Easat Group transition from loss-
3
GROUP STRATEGIC REPORT
CHAIRMAN’S STATEMENT (continued)
making to generating profits of approximately £1 million. Whilst the timing of the contract awards
has been slow, which has resulted in the in-year activity being significantly lower than anticipated
and possible, it nevertheless provides the Board with greater assurance that the management team
at Easat Radar Systems can now capitalise on recent successes and increase the profitability of the
Company. This is particularly relevant given the number of customers now approaching Easat,
having heard within air traffic control circles that a UK supplier is offering a high-performance system
at a cost-effective price - something they have not been used to for many years. The in-year activity
at Easat relates to building systems for the Royal Thai Airforce, a new civil airport in Vietnam and
Cranfield airport in the UK, which, later on in the year, will act as a reference for many other UK
potential customers, who have confirmed their requirements for new surveillance systems.
The two other components of the Mechanical Division of note are our valve company in Germany,
Noreva GmbH, and the new advanced polyimide subsidiary, Duvelco. Noreva, as reported in the
March trading update, has received its largest ever order, a $15 million contract to supply valves for
an LNG project. Furthermore, since the trading update, the Company has gone on to win additional
LNG contracts, that are to be delivered over the next few years. For Duvelco, whilst in its infancy,
with customer trials already underway, the Board believes this strategic development for the Group
will be the largest and most profitable division in years to come. We have increased the commercial
team in size by headhunting key individuals with longstanding specific industry knowledge in
different sectors, who also have an understanding of super engineering plastics, that can sell the
benefits of our enhanced material produced by our worldwide patented process (patent award
granted May 2025). The Duvelco team exhibited our material at the Paris Air Show last month,
where significant interest was shown in the product by aerospace customers. To further enhance
Duvelco’s overall offering and earning potential, investments have been made in Noreva in the form
of a new 1,200 square metre building and high technology CNC powder-pressing machinery. The
building has been constructed on its existing site, and the purchase of three electrically-driven CNC
powder presses will mean that the Group can sell both the raw resin powder, stock shapes and
finished pressed parts. The building has been completed and it is envisaged that the presses will be
fully commissioned and operational by the end of the year, which is when we expect to start to make
the first commercial sales of our material in all its forms. The German pressing facility can be
expanded up to 30 presses in the constructed facility; with additional future expansion planned on
the adjacent site the Group bought in 2021 to facilitate additional growth as the operation expands.
I am pleased to report with respect to USA tariffs that the impact on our operations has been
minimal. Goodwin Steel Castings supplies machined castings into the US Navy shipbuilding
programmes, which are exempt from such tariffs, the remainder of the Group has experienced
negligible effects due to the nature of our contractual shipping terms. For contracts such as the
supply of valves for US LNG projects, many are shipped to tariff-free trade zones, which avoid the
application of tariffs, or else the Group has ensured that the products sold to the US are supplied on
an ex-works or similar basis, so that the cost of any applicable tariffs are borne by the buyer. It is also
worth noting that, for high-value and high-integrity products, a 10% surcharge on the cost of goods
for the buyer is relatively insignificant, when you compare it to not obtaining the goods they require
in terms of quality or lead times, especially within the gas industry that is currently so buoyant. As a
result of prudent risk mitigation by the commercial teams, and the specialised nature of the
Division’s product offering, the direct incremental tariff cost to the Division, arising from US policy
changes during the year ended 30th April, 2025, is limited to less than £100,000 over several small
orders, of which most customers have split the tariff and have agreed to pay 50% of the tariff cost on
our behalf. This figure includes the current workload, that will largely be shipped over the next three
years.
4
GROUP STRATEGIC REPORT
CHAIRMAN’S STATEMENT (continued)
Refractory Engineering Division
The Refractory Division has once again performed strongly, reflecting its resilience and market
leadership. The geographic spread of its operations, specifically those in China, India and Thailand
have helped the Division to increase its operating profits by 9% during the year.
Highlights in relation to the investment casting powder markets include, pre-tax profits in China
increasing by 33%, as the team capitalised on domestic middle-income growth, whilst also growing
their market share within the low-end brass sector. In Thailand, the restructuring and overhead
reductions initiated last year aided the Company to deliver a 25% improvement in profitability.
In India, our new 76,000 square foot investment powder manufacturing facility is now fully
operational. With India continuing to represent a key growth market for investment casting powders,
this facility - constructed over the past two years - will provide much needed capacity to meet current
demand and support substantial market expansion over the next five to ten years, as India expands
its GDP at a similar rate to China from 2005 to 2015. Much of the growth in product sales to the
Indian jewellery casting sector is driven by rising domestic consumption, fuelled by the country’s
rapid economic development and increasing levels of disposable income. In response,
management has strategically prioritised market share expansion, resulting in stable profits for the
year. However, by maintaining tight control over cost structures, we remain well-positioned to stay
competitive and agile in this evolving market, ensuring we retain global market leadership while
continuing to grow profitability.
Sales of vermiculite-based fire extinguishers and extinguishing agents, known as Lith-ex and AVD,
continue to grow. Given the broad range of applicable industries, we remain highly optimistic about
the long-term potential of this product line. While the build-up in sales volume is taking time, there
are numerous ongoing customer discussions and certification processes in various countries that
are expected to support sustained growth in the years ahead. Encouragingly, feedback consistently
confirms that, despite the emergence of alternative products, none matches the performance of
AVD in extinguishing flames and limiting fire propagation.
In parallel, we have commenced production of specialist lithium ion battery fire blankets at our
Indian facility. These blankets, made from vermiculite dispersion-coated e-glass fabrics, offer
significantly superior thermal resistance compared to competing products. In the UK, renovation of
the newly acquired 50,000 square foot facility is now complete and contains our expanded in-house
production plant for vermiculite dispersion , the core material used in AVD, as well as the Lith-ex fire
extinguisher manufacturing and filling plant. Certification from BSI for the production line was
granted in January 2025, and we are now filling extinguishers produced in-house at a lower cost.
Other successes within the Refractory Engineering Division include the sale of high-quality fire-
stopping mortars, that are sold by the Sandersfire division of Hoben International under the brand
name of Firecrete. Following the disaster of Grenfell, there has been a much greater focus on
preventing the spread of fires within buildings, and, with Sandersfire fire-rated mortars being
specifically designed for large span floor openings and the sealing of cabling/ pipework , the sales of
the product have increased by 38%.
With regards to tariffs, the Refractory Engineering Division has not been materially impacted by the
US tariffs during the year. Nonetheless though, we continue to be vigilant of the evolving landscape
and the long-term impacts of the enacted changes. However, our sales to China of AVD have
benefitted as some Chinese users of AVD, who were buying from our USA competitor, are now
buying from us, due to the tariff increases between the USA and China.
5
GROUP STRATEGIC REPORT
CHAIRMAN’S STATEMENT (continued)
Cashflow
With capital expenditure in the year being only £13 million, the Group’s excellent ability to generate
cash has been highlighted by the gearing falling from 35.1% to only 9.9% during the year, which
equates to a net debt of only £13.6 million.
We continue to maintain tight control on discretionary spend, as we intend to reduce and maintain
the Group debt at such a level so that it is kept below the £30 million interest rate SWAP that is
currently in place, which has an interest rate of less than 1% and is in place until August 2031. As a
direct impact of this instrument, the Group has enjoyed an interest saving of £1.2 million compared
to last year, and, should the debt level remain constant at this level throughout the current year,
there will be additional savings in interest payable.
One of the areas that has materially helped the reduction in debt has been the excellent work by the
commercial teams in negotiating upfront payment within their contracts. Furthermore, due to many
of the contracts containing multiple cash payment milestones at various production sign off points,
we do not envisage an overall cashflow unwind on these contracts.
With one of the Group’s bank facilities due to mature in July 2025, I can confirm, following a
competitive tender to obtain the best deal, that the Board has renewed this facility agreement. The
facility renewal occurred post year end, in June 2025, and was for the same quantum which will
provide the Group with ample headroom, should an opportunity arise that the Group wishes to
capitalise on, particularly where free cash flow alone may not be sufficient. The four-year committed
facility was renewed on much improved terms, which is a reflection of the Group’s profitability, newly
acquired FTSE 250 status and our overall stronger financial standing.
Dividend
With having spent over £50 million at the foundry, Goodwin Steel Castings, over the last ten years
and over £23 million invested in the advanced polyimide business, Duvelco, the Group has over
many years, prioritised significant capital investment to equip the Group with the capacity, capability
and geographical reach to drive long-term growth, both in the UK and overseas. The Board now
considers it appropriate, without it jeopardising its ability to capitalise on opportunities as they arise,
to amend the dividend policy to further reward shareholders for their continued support.
Taking into consideration the longer term visibility, supported by the workload and the Group’s lower
gearing, the Board is confident that the alteration of the dividend policy from 38% to 58% of post-tax
profits plus depreciation and amortisation is a safe and viable change for now and the foreseeable
future.
Group Growth Strategy and Ethos
We are frequently asked by individual shareholders how the Group has been able to achieve, and
continues to achieve, a compound annual growth rate of 19% in total shareholders return (TSR)
over the past 20 years — a performance that has far outpaced the FTSE 100, FTSE 350 and even
the Standard & Poor 500 (S & P 500), that the latter has only had an annualised growth rate of 11%
over the same period. Goodwin PLC’s Total Shareholder Return (TSR) has increased 3,104%,
compared to just 274% for the FTSE 100 and 696% for the S & P 500 over the last twenty years.
As a PLC, we are unable to respond to such questions individually, unless the information is shared
with all shareholders simultaneously. Accordingly, we provide below a brief outline of the approach
and principles that underpin this long-term success.
At the heart of the Group’s strategy is a clear and consistent policy: to target “niche” global markets
with annual revenue potential typically measured in the hundreds of millions of
6
GROUP STRATEGIC REPORT
CHAIRMAN’S STATEMENT (continued)
pounds, not billions. These are specialist markets that tend not to attract the attention or investment
of large, multinational corporations, due to their limited scale and high barriers to entry. This
selective targeting allows us to build competitive advantages without facing disruptive levels of
competition from global conglomerates.
Accompanied by this policy, we have deliberately engineered product and market diversity across
all our trading subsidiaries. Each business within a reasonable period must strive to be the number
one or number two global supplier — both in terms of technical performance and turnover. This is
enabled by the majority of the technology we offer either being patent protected or uniquely difficult
to manufacture, further reinforcing our leadership in each market we serve and these two facets
provide opportunity for high gross margin to be earned.
For over two decades, the Group has held annual business conferences, originally attended by
fifteen Directors from a handful of companies, these now bring together over eighty-five Directors
and senior leaders from across our global businesses. It is at these conferences that the drive for
growth in gross margin is reinforced, as each company presents in front of its peers its past
performance, capital investment plans, and how they intend to sustainably grow their gross margin.
Our core focus remains on gross margin — not only in percentage terms, but more importantly in
absolute margin contribution per product. Turnover, in isolation, is not a KPI we target. Instead, we
consistently strive to enhance gross margin through superior product quality, ongoing cost
reduction, patent-protected innovations, and exceptionally high manufacturing efficiencies by global
purchasing of quality materials and products, as well as using advanced CNC machining and the
development of capabilities that few others possess.
All of the above, as well as targeting our overheads to be below a set percentage of sales, is
underpinned by a deep-rooted commitment to quality assurance and health and safety. As this is
part of our way of life, it has enabled — and continues to enable — the Group to grow strongly and
sustainably, and it reflects the deeply-rooted ethos shared by our Directors and employees across
Goodwin. We are not overly concerned if competitors read this, as what we have achieved has
taken many years to build, and it is this ingrained culture that remains the key to our continued
success.
The core product contributions, as outlined in our business model on pages 9 to 10, form the
foundation of the Group. It is our unwavering commitment to engineering excellence, much of it
underpinned by patented technologies, combined with an embedded Group ethos, that gives the
Board confidence in the Group’s ability to continue on our growth trajectory. While no business is
immune to external risks, the Board believes the Group’s strategy, systems, and culture are
uniquely positioned to deliver continued success well into the future.
This progress is ultimately made possible by the talent and dedication of our people. It is a
testament to their contribution that Group profitability has increased tenfold compared to levels
achieved twenty years ago. On behalf of the Board, we express our sincere gratitude to all our
employees — both in the UK and overseas — for their ongoing commitment and hard work.
T. J. W. Goodwin
29th July, 2025
Chairman
Alternative performance measures mentioned above are defined on page 106.
7
GROUP STRATEGIC REPORT
GOODWIN PLC
SUMMARY OF CONSOLIDATED STATEMENT OF PROFIT OR LOSS
for the year ended 30th April, 2025
2025
2024
Note
£’000
£’000
CONTINUING OPERATIONS
Revenue …
…
…
…
…
…
…
…
…
…
3, 4
219,709
191,258
Cost of sales
…
…
…
…
…
…
…
…
…
(128,100)
(113,371)
GROSS PROFIT
…
…
…
…
…
…
…
…
…
91,609
77,887
Selling and distribution costs …
…
…
…
…
…
…
(10,903)
(9,618)
Administrative expenses
…
…
…
…
…
…
…
(43,594)
(41,374)
OPERATING PROFIT …
…
…
…
…
…
…
…
…
37,112
26,895
Finance income* ...
…
…
…
…
…
…
…
…
7
1,305
1,414
Finance costs* ......
…
…
…
…
…
…
...
7
(2,965)
(4,284)
Share of profit of associate company
…
…
…
…
…
14
65
69
TRADING PROFIT
…
…
…
…
…
…
…
…
…
35,517
24,094
Additional year-on-year unrealised (loss) / gain on
10 year interest rate swap derivative …
…
…
…
…
…
(1,257)
113
PROFIT BEFORE TAXATION
…
…
…
…
…
…
…
5
34,260
24,207
Tax on profit
…
…
…
…
…
…
…
…
…
8
(8,082)
(6,491)
PROFIT AFTER TAXATION …
…
…
…
…
…
…
…
26,178
17,716
ATTRIBUTABLE TO:
Equity holders of the parent
…
…
…
…
…
…
…
24,569
16,902
Non-controlling interests
…
…
…
…
…
…
…
1,609
814
PROFIT FOR THE YEAR
…
…
…
…
…
…
…
…
26,178
17,716
BASIC AND DILUTED EARNINGS PER ORDINARY SHARE (in pence)
9
327.17p
224.53p
*
Finance income and expense for the prior year have been grossed up to be consistent with the current year
presentation.
The full financial statements and accompanying notes are on pages 50 to 106.
8
GROUP STRATEGIC REPORT
OBJECTIVES, STRATEGY AND BUSINESS MODEL
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 Engineering
and Refractory Engineering 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 through this division of our manufacturing activities, our overseas business facilities
and our global sales and marketing activities, the Group benefits from market diversity. Further details of
our business and products are shown on our website www.goodwin.co.uk.
Mechanical Engineering
The Group 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 and
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.
9
GROUP STRATEGIC REPORT
OBJECTIVES, STRATEGY AND BUSINESS MODEL (continued)
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 and has built a facility to house
machinery that can CNC press polyimide components from the resin produced by Duvelco. 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.
Duvelco, the newest company within the Mechanical Engineering 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.
Refractory Engineering
Within the Refractory Engineering Division, 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 that can
withstand exposure to high temperatures. Dupré also sells consumable refractories to the shell moulding
precision casting industry. Dupré has designed, patented and sells a range of fire extinguishers and an
extinguishing agent for lithium-ion battery fires that utilises a vermiculite dispersion as the fire
extinguishing agent.
10
GROUP STRATEGIC REPORT
OBJECTIVES, STRATEGY AND BUSINESS MODEL (continued)
BUSINESS DIVERSITY AND PERFORMANCE
Divisional Split
As Goodwin Steel Castings has produced castings of
nearly 7,000 tonnes of metal in a single year, 75%
more than the average over the last ten years, the split
in operating profits has swung in favour of the
Mechanical Engineering Division, with the Division
now representing 63% (2024: 58%) of the total
operating profits before Group centre costs. To provide
a level of relativity on the above tonnage, the amount
of metal cast by the foundry in the year is
approximately the same as the weight of BAE’s 150
metre long, 20 metre wide Type 26 frigate.
Whilst the Refractory Engineering Division’s
percentage of operating profits are now 37%, this by
no means, should be taken as it is not performing. The
compound annual growth of the Refractory
Divisional Split of Operating Profits (£’000)
£30,000
£25,000
£20,000
£15,000
£10,000
10,823
9,2
80
9,139
12,
657
12,171
12,
772
18,861
25,402
£5,000
1
3
,
4
9
2
1
4
,
6
7
1
£0
21
2
3
4
5
2
2
2
2
0
0
0
0
0
2
2
2
2
2
Mechanical
Refractory
External Revenue: Geographical Segmental Analysis
Engineering Division’s profits is 11% over the last ten
years and it has consistently delivered respectable
profits.
Market Sector / Geographical Split
The Group continues to have a diversified offering,
with it 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 65% to £35 million.
Nevertheless, the Group’s activity is well spread
16%
29%
12%
20%
23%
United Kingdom
Rest of World
Pacific Basin
Rest of Europe
USA
geographically as no specific region represents more
than 30%, with exports to the United States being only
16% of our turnover.
End-User Market Sectors: £220m Revenue
KPI
A key performance indicator reflecting each of the
subsidiaries’ ongoing progress includes the continued
improvement in productivity, as demonstrated by the
average turnover per employee increasing by 12% to
£175,346 per employee. In addition, return on capital
employed has risen from 16% to 24% during the year.
The Board remains committed to driving further
improvements in this important measure of capital
efficiency over the years ahead.
Workload
Given the increasing scale of the Group and its order
book, the Board has, for the first time, chosen to
disclose the industry breakdown of its current
workload, which stands at £287 million as at the time of
writing. While the Group has long demonstrated a well-
diversified revenue base across industries, the Board
is pleased to report that 57% of the forward workload
now relates to the defence sector —
a reflection of the premium margins our capabilities
command in these high-specification markets. With
most major nations significantly increasing defence
spending as a percentage of GDP, the Group is
strongly positioned for further growth in this area,
both in terms of activity and profitability.
11
9%
8%
29%
23%
10%
21%
Workload - Market Split: £287m Revenue
2%
15%
9%
8%
9%
57%
Jewellery
Manufacture,
Powders, Heat
Resistant
Applications,
Moulds for Tyres
& Industry
Power,
Construction,
Radar, Polyimide
Defence
Oil & Gas, LNG,
Petrochemical
Nuclear
Mining
GROUP STRATEGIC REPORT
OBJECTIVES, STRATEGY AND BUSINESS MODEL (continued)
KEY PERFORMANCE INDICATORS
The key performance indicators for the business are listed below:
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Gross profit as a %
37.4
35.5
38.0
42.7
37.0
42.0
41.6
37.0
40.7
41.7
of turnover
Trading profit
12.3
9.2
13.3
14.7
12.1
16.5
17.2
18.9
24.1
35.5
(£ millions)
Gearing % (excluding
26%
31%
11%
20%
18%
15%
26%
26%
35%
10%
deferred consideration)
Sales per employee per
105
114
120
117
121
116
130
162
156
175
year (£’000)
Dividends proposed
3.0
3.0
6.0
6.9
6.0
7.9
8.3
8.6
10.0
21
(in £ millions)
Emissions Intensity
529
471
334
372
313
242
241
141
121
60
(CO2e / £1m Revenue
Gross Profit as a % of Turnover
Trading profit (£ million)
45%
40
40%
35
35%
30%
30
25%
25
20%
20
15%
37.4%
35.5%
38.0%
42.7%
037.%
42.0%
41.6%
37.0%
40.7%
41.7%
15
10%
10
5%
5
0%
6
7
8
9
0
21
22
3
4
5
0
1
1
1
01
2
2
2
2
0
0
0
20
0
0
0
0
0
2
2
2
2
2
2
2
2
2
1
2.
3
9
.2
1
3
.
3
1
4
.7
1
2
.1
1
6
.
5
1
7
.2
1
8
.
9
2
4
.
1
3
5
.5
6
7
8
9
0
1
2
3
4
5
1
1
1
1
2
2
2
2
2
2
0
0
0
0
0
0
0
0
0
0
2
2
2
2
2
2
2
2
2
2
Gearing % (excluding deferred consideration)
35%
30%
25%
20%
15%
10%
26%
31%
11%
20%
18%
15%
26%
26%
35%
10%
5%
0%
6
7
8
9
0
1
2
3
4
5
1
01
1
1
2
2
2
2
2
2
0
0
0
0
0
0
0
0
0
2
2
2
2
2
2
2
2
2
2
Funds returned to shareholders (£ million)
Revenue per employee per year (£’000)
180
160
140
120
100
80
60
40
105
114
120
117
12
1
11
6
13
0
162
15
6
175
20
0
6
7
8
9
0
1
2
23
4
5
1
1
1
1
2
2
2
2
2
0
0
0
0
0
0
0
0
0
0
2
2
2
2
2
2
2
2
2
2
Emissions Intensity (CO2e / £1m revenue)
24
Dividends
600
20
Proposed Dividends
500
16
Share Buy-Back
8
.
9
PRO
POS
ED
400
12
300
8
200
4
3.0
3.0
6.0
96.
6.0
97.
38.
8.6
10.0
02
1.
100
529
471
334
372
313
242
241
141
121
60
0
0
6
7
8
9
0
1
2
3
4
5
6
7
8
9
0
1
2
3
4
5
1
1
1
1
2
2
2
2
2
2
1
1
1
1
2
2
2
2
2
2
0
0
0
0
0
0
0
0
0
0
0
0
0
0
20
0
0
0
0
0
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
The alternative performance measures referred to above are defined on page 106. 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.
12
GROUP STRATEGIC REPORT
OBJECTIVES, STRATEGY AND BUSINESS MODEL (continued)
DIVIDEND AND CAPITAL EXPENDITURE POLICY
The Board is proposing to amend its Dividend Policy by increasing the payout ratio to 58% of post-tax
profits plus depreciation and amortisation, up from the 38% payout ratio that has been maintained since
2018. This proposed increase reflects the Board’s confidence in the Group’s ability to sustainably
generate strong cash flows, underpinned by the diversified and recurring nature of the Group’s activities
across multiple sectors and geographies.
This confidence has been reinforced by a detailed analysis of the Group’s secured workload and the
application of extensive financial scenario stress testing. In addition, 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 process 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 proposed change in Dividend Policy 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.
Subject to shareholder approval of the proposed dividend at the forthcoming Annual General Meeting on
1st October, 2025, a final dividend of 280 pence per share, (2024: 133p) will be paid in equal instalments
of 140 pence per share on 3rd October, 2025 and on or around 10th April, 2026 to shareholders on the
register on 12th September, 2025 and on or around 20th March, 2026 respectively.
Group Annual Post Tax Profit + Depreciation + Amortisation*
£40m
£35m
£30m
£25m
£20m
£15m
£10m
£5m
£0m
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
*Further details are included in the Alternative Performance Measures on page 106.
13
GROUP STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES
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 3 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 both Mechanical Engineering and
Refractory Engineering 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.
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 27 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 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.
14
GROUP STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES (continued)
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 18.
15
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. The Board also made the decision to proceed with
the installation of a 1 MW solar array field, that has taken the Group’s worldwide solar capacity to 6.7 MW and to sign an
agreement with a contractor to start planting over 500,000 trees that will be over 80% grant funded, as part of its carbon offset
site in Wales.
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 23 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, 2025,
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 24.
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. The latest development is that on 2nd October, 2024, the Board
appointed one additional Non-Executive Director to the Board, Ms. C.A. McNamara, who, with effect from 30th April, 2025,
sits on the Audit Committee along with Mrs. J. E. Kelly and the Group Chairman, thereby putting the Group in line with Audit
Committee composition requirements, as set out within The Listing Rules.
16
GROUP STRATEGIC REPORT
CORPORATE SOCIAL RESPONSIBILITY (continued)
Diversity Policy: (continued)
The following tables set out the breakdown of our average number of employees and Board members by gender and
age:
Breakdown by gender
Main Board and
Senior
Employees
Total
Year ended 30th April, 2025
Company Secretary
Management
Number of female employees
3
15
200
218
Number of male employees
5
73
957
1,035
Total number of employees
8
88
1,157
1,253
% of female employees
38%
17%
17%
17%
% of male employees
62%
83%
83%
83%
Breakdown by age
Main Board and
Senior
Employees
Total
Year ended 30th April, 2025
Company Secretary
Management
Number of employees aged 16-21
-
-
96
96
Number of employees aged 22-40
2
14
543
559
Number of employees aged 41-65
5
66
499
570
Number of employees aged over 65
1
8
19
28
Total employees
8
88
1,157
1,253
% aged 16-21
-
-
8%
8%
% aged 22-40
25%
16%
47%
45%
% aged 41-65
62%
75%
43%
45%
% aged over 65
13%
9%
2%
2%
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 five 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 54.3% (2024: 54.0%) of
the register. In accordance with LR6.5, there is a controlling shareholder agreement in place.
17
GROUP STRATEGIC REPORT
CORPORATE SOCIAL RESPONSIBILITY (continued)
Maintaining High Standards of Business Conduct (continued)
Shareholders (continued)
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 the 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 (2024: £nil). Donations by the Group for charitable
purposes amounted to £170,000 (2024: £119,600). The majority of these were made to local communities within the Group’s
operating environments.
Environment – Task Force on Climate-related Financial Disclosures (TCFD)
The following report includes the climate-related financial disclosures that are consistent with the eleven TCFD
recommendations. Climate change is a core challenge for the Group, as we transition and work towards becoming a carbon
neutral Group, whereby the carbon emitted from our activities is reduced and/or balanced by absorbing carbon emissions. As
an engineering Group, that includes a heavy goods steel foundry and high temperature refractory processing business, the
consumption of energy is an integral feature in the manufacture of the complex products that are manufactured by the
business. Over the past few years the Group has been actively developing and implementing our carbon neutral plan and
following a group wide assessment, we have set a target of becoming carbon neutral by 2035.
The initiative consists of five mechanisms to achieve our carbon neutral target:
Initiative
Description
Achievements to date
Future Plans
Mechanism
Reduce
Taking engineering steps
We have implemented a range
Ongoing monitoring, review
Consumption
to reduce our consumption
of energy efficiency measures,
of plant and modifications to
(Scope 1 & 2
of gas and electricity in our
including the transition to electric
our manufacturing processes
companies by investing in
company vehicles, installation of
to reduce our overall energy
emissions)
more efficient plant and /
automated lighting and switch-off
usage, CO2 emissions and
or changing our working
systems, base load monitoring,
waste.
practices.
replacement of heavy-duty fans,
and the use of inverters to improve
power efficiency through speed
control. These modifications have
resulted in a sustained reduction
in electricity consumption of over
10%. The latest reduction relates to
manufacturing process changes.
Renewables
Utilisation of self-
To date, the Group has installed
The Group is ready to install
generated power through
6.7 MW of solar panels across its
an additional 4.3 MW of solar
the use of solar panels and
operations, resulting in a nearly 30%
capacity; however, the project is
wind turbines.
reduction in electricity purchased
prevented from proceeding due
from the grid compared to pre-
to a nearby sub-station needing
installation levels.
to be upgraded, which we have
Planning permission has also been
been informed by the National
Grid is planned for 2037.
secured for an additional 4.3 MW
solar installation at the Brassington
The potential installation of
site.
two onshore wind turbines at
Hoben International has also
been assessed, with a decision
on planning linked to securing
grant funding for a hydrogen
power generation unit that
could enhance overall project
viability.
18
GROUP STRATEGIC REPORT
CORPORATE SOCIAL RESPONSIBILITY (continued)
Environment – Task Force on Climate-related Financial Disclosures (TCFD) (continued)
Initiative
Description
Achievements to date
Future Plans
Mechanism
Hydrogen
Finding and investing in
Following extensive research with
Continue to seek alternatives
a hydrogen generation
the use of a wind and solar powered
to operating a 1580 degree
power plant solution that
electrolysis machine, hydrogen
Celsius process without the use
can replace the natural gas
was identified as a carbon free
of natural gas and / or obtain
utilised in our more energy
alternative for our continuous gas
Government support for a green
intensive processing
burning process. A bespoke first
hydrogen plant.
activities.
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.
Offsetting
Investing in land suitable
Recognising that the Group cannot
The Group will ensure that
for planting trees to offset
fully eliminate its carbon footprint
tree planting is carried out in
the CO 2 that is generated
through operational reductions
accordance with the terms
from activities that cannot
alone, a 1,180-acre site in Wales
of the signed contract. An
be removed by the above
has been acquired, with planning
application for grant funding
three mechanisms.
permission secured to plant over
to support Phase 2 will be
500,000 trees. This afforestation
submitted once the next
project is expected to generate
funding window opens.
approximately 120,000 tonnes of
In parallel, we continue to
CO 2 offset credits over the next
monitor developments in
fifty-five years—more than offsetting
the carbon pricing market,
the gas consumption of our steel
including the evolving UK
foundry, the largest gas user
carbon tax regime and Carbon
within the Mechanical Engineering
Border Adjustment Mechanism
Division.
(CBAM) requirements, to
A contract has now been signed
support the strategic value
and compliance role of our
with a specialist contractor to deliver
offsetting initiatives.
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.
3rd Party
Take strategic steps to
A specialist third-party contractor
The Group is finalising a
Emissions
reduce Scope 3 emissions
has been engaged to assess the
comprehensive Scope 3
(Scope 3
that are produced not
Group’s operational carbon footprint
emissions assessment for
by the Company itself
in the UK, with the assessment now
its UK operations, which will
emissions)
but by those indirectly
in its final stages and expected to
inform targeted medium-term
responsible within its
be completed within the next two
reduction KPIs. The Board
value chain.
months. As part of this work, the
will review the findings and
Group has developed a draft Scope
incorporate them into decision-
3 emissions plan and has begun
making to reduce emissions
quantifying emissions across the
where reasonably practicable.
corporate value chain for two of
A similar assessment will
its major subsidiaries. A hybrid
follow for the Group’s overseas
approach has been adopted, using
operations to create a full
primary data where available and
Group-wide emissions profile
supplementing with secondary
and support a consistent
data or financial modelling through
approach to emissions
approved Scope 3 evaluation
management.
software when necessary.
During the year Goodwin Steel Castings, through process modifications, has achieved a significant reduction in its indirect
emissions, that are emitted during the process of melting. This has resulted in the Group’s overall Scope 1 and 2 emissions
reducing by 71% over the last five years, despite its activity in terms of revenue having increased by 52%.
This achievement is highlighted through the Intensity Ratio that the Board uses as its key environmental KPI to measure its
performance within this area. Since April 2019 the Intensity Ratio has reduced by 84% from 371 tonnes per £1 million to 60
tonnes per £1 million of revenue.
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.
19
GROUP STRATEGIC REPORT
CORPORATE SOCIAL RESPONSIBILITY (continued)
Environment – Task Force on Climate-related Financial Disclosures (TCFD) (continued)
Governance
The Board has overall accountability for the management of all climate change-related risks and opportunities, as well as
overseeing the implementation, monitoring, and delivery of our climate goals. 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 capital allocation for the installation of additional solar panels along the canal side adjacent to the foundry,
the negotiation of energy pricing agreements, the impact of non-commodity energy charges, and the ongoing monitoring and
collection of Scope 3 emissions data. 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 by reviewing
and recommending relevant policy proposals for Board approval.
Risk Management
Climate change related matters are monitored by the Board and Audit Committee to ensure that they are embedded in our
risk management and planning process, in addition to our long-term strategic decision-making.
Initially, climate-related risks are identified through a combination of engagement, industry benchmarking, and analysis of
regulatory and environmental trends. This involves gathering insights from various sources, including scientific research,
policy developments, and input from key stakeholders. Once identified, these risks are evaluated based on their potential
financial and operational impacts using a materiality assessment.
Furthermore, the Board is directly able to determine which risks and opportunities could have a material impact on the Group,
as well as how to prioritise them, by having a flat management structure and taking a hands-on approach so that they are
actively immersed within all aspects of the business and each subsidiary.
It is the opinion of the Board that, with the Group’s activities on green projects, climate change will have no significant effect
on the Group’s financials, including:
1.
Contract profitability: whilst there will be fewer contracts for the oil and gas markets, we have already substituted a
significant proportion of these contracts with new naval propulsion and hull component supply and nuclear waste
storage component activity. Although cost increases can be expected, the Group has the ability to pass these costs on
to the customers through the use of short validity periods on quotes as well as building in escalation clauses within its
longer term contracts. The fact that it is Group policy to manufacture and sell products with high technology and high
gross margins assists in insulating the Group from high energy costs.
2.
Going Concern of any Group company: as bank facilities will continue to be available and with the Group’s strong
cash generation, it has the ability to reduce its debts at a faster rate, should it so wish.
3.
Cash flow: generating our own green electricity is a much lower cost than buying electricity from the grid and our
investments are self-financing and will ultimately save the Group significant money over the life of those assets and
projects.
4.
Carrying value and useful economic life of the Group’s plant and equipment, investment and intangibles.
Had we still been heavily dependent on oil and gas project contracts and had done nothing on green power investments the
stated situation above would be different.
Metrics and Targets
Due to the diversification of our products and markets and for the type of energy intensive company it is, the Board has
determined that the total of Scope 1 and Scope 2 emissions versus alternatives is the most appropriate metric to use to
assess climate-related risks and opportunities in line with its strategy and risk management process. The Group’s key
performance business metric is tonnes of CO2 emitted per £1 million pounds of turnover of the Group. See the following for a
graphical disclosure of our historic emissions, achieved reduction and forecast target of being carbon neutral by 2035.
20
GROUP STRATEGIC REPORT
CORPORATE SOCIAL RESPONSIBILITY (continued)
Environment – Task Force on Climate-related Financial Disclosures (TCFD) (continued)
Scope 1 and 2 Emissions Data
40,000
300
Intensity
Reported
30,000
TonnesofCO
200
Turnover)£1
mper(Tonnes
2
20,000
100
10,000
0
0
2021
2022
2023
2024
2025
Scope 1
27,293
29,301
21,562
18,517
8,288
Scope 2
5,176
5,214
4,440
4,622
4,869
Intensity
242
241
141
121
60
(CO2/£1m revenue)
MWh
69,737
67,738
59,285
60,314
55,126
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.
76% of the emissions and MWh
consumed are related to UK operations
for the year ending 30th April 2025
Reported
2
Tonnes of CO
13,000
10,400
7,800
5,200
2,600
0
2025 Data
Alternative &
Resulting Carbon
Renewable Energy Offset
Neutral Goal
Scope 1:
Woodland
16%
Direct Emissions
Solar &
24%
Renewable
65%
Hydrogen
0%
53%
Technology
Scope 2:
(Government Backed)
Carbon
Indirect Emissions
Neutral
35%
Plant Efficiency & Working
7%
2035
Practice Improvements
TARGET
100
80
60
Perce
ntage
40
of
Forecast
CO
2
20
0
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).
Strategy
In line with the Task Force on Climate-related Financial Disclosures (TCFD) reporting requirements and based on a detailed
assessment aligned with TCFD guidance, we have identified and evaluated the short, medium, and long-term climate-related
risks and opportunities that may impact our business. These climate-related factors are integrated into our broader strategic
planning and financial reporting processes. Specifically, material climate-related risks and opportunities are assessed for
their potential financial impact and used to inform critical judgments, including asset
21
GROUP STRATEGIC REPORT
CORPORATE SOCIAL RESPONSIBILITY (continued)
Environment – Task Force on Climate-related Financial Disclosures (TCFD) (continued)
Strategy (continued)
valuations, impairment assessments, and capital allocation decisions. This ensures that our financial disclosures reflect the
implications of climate-related scenarios where relevant. To prioritise these risks and opportunities, we apply a structured
approach that considers the likelihood, magnitude of financial impact, and the time horizon over which they may occur. This
includes both transition risks (such as regulatory changes and evolving market expectations) and physical risks (such as
extreme weather events), as well as opportunities related to energy efficiency, innovation, and sustainable market growth.
The prioritisation process is reviewed periodically to ensure alignment with the evolving climate landscape and stakeholder
expectations. 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:
TCFD
Potential Impact
Financial
Business Resilience
Scenario
Time
Category
Description
Magnitude
/ Readiness
**
Frame*
Ongoing - woodland
High but
offset programme &
reduction activities.
Pricing of GHG
Risk: Direct requirement to pay carbon
Short to
reducing
Mitigated under
&
L
e
g
al
<2°C
with
emissions
taxes per tonne emitted.
Medium
activity
from Gov. of
carbon
these scenarios by
neutral
the likely support
Pol
icy
Green Hydrogen
technology.
Higher
Risk: Increasing building, operation and
transport standards leading increased
environmental
<2°C
Short
Medium
Manage
investment into equipment and higher
standards
supply chain and material costs.
Shifts
Electrification
Opportunity: Increased sales of AVD for
Short to
– growth in EV
use on lithium ion battery fires.
<2°C
Medium
High
Monitor
T
e
c
h
n
o
l
o
g
y
transport
alternative.
Substitution of
Opportunity: Transition high
temperature gas powered
<2°C
Medium
Medium
Monitor
technology
manufacturing processes onto a green
Dem
and
Transition
Risk: Reduced gross margin from sales
away from
>2°C
Medium
Low
Manage
of valves to the oil and gas industry
fossil fuels
End
Increased
Risk: Impact on the availability and
<2°C
Medium
Low
Manage
cost of raw
pricing of key raw materials due to
materials
transitional and physical risks.
Risk: Access to the financial industry
Balance and
R
e
p
u
t
a
t
i
o
n
a
l
Cost of Capital
and credit becomes tied to high levels
>3°C
Medium
High
Reduce Initiative
Employee Risk
increasing concerns of working for a
>3°C
Long
Low
of sustainability performance.
Reduce Initiative
Risk: Attracting the highest levels
Balance and
of talent could be difficult due to
carbon neutral company.
Risk: Damage to physical assets and
>3°C
Medium
High
Geographical
P
h
y
si
c
al
Climate Events
loss of revenue
>3°C
Medium
Low
diversification
plans
Natural /
<2°C
Long
Low
Insurance
Extreme
Business Continuity
Opportunity: Increased demand for
submersible pumps for disaster relief
<2°C
Long
Low
Monitor
* Short < 5 years Medium – up to 2035 Long – 2035-2050
22
GROUP STRATEGIC REPORT
CORPORATE SOCIAL RESPONSIBILITY (continued)
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 by 2035. 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 29th July, 2025 and is signed on its behalf by:
T. J. W. Goodwin
M. S. Goodwin
S. R. Goodwin
Director
Director
Director
23
DIRECTORS’ REPORTS
REPORT OF THE DIRECTORS
The Director’s have pleasure in presenting their reports and audited financial statements for the year ended 30th April, 2025.
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 some of 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 280 pence per share (2024: 133p) be paid in equal instalments of 140
pence per share on 3rd October, 2025 and on or around 10th April, 2026 to shareholders on the register on 12th September,
2025 and on or around 20th March, 2026 respectively. The ordinary dividend is subject to the approval of the shareholders at
the Annual General Meeting on 1st October, 2025.
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
J. E. Kelly (Non-Executive Director)
C. A. McNamara (Non-Executive Director) - Appointed on the 2nd October, 2024
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 25th July, 2025, 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 501,709 shares (6.68%) Rulegale Nominees Limited
(JAMSCLT) 343,034 shares (4.57%) and Interactive Investor Services Nominees Limited (SMKTISAS) 225,822 shares
(3.01%).
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 25 to the financial statements on
page 82.
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.
24
DIRECTORS’ REPORTS
REPORT OF THE DIRECTORS (continued)
Research and development
Significant investment in research and development remains a strategic priority for the Group. During the year, the most
material initiatives with potential for substantial benefit included:
Metallurgical advancements, specifically the development of novel production techniques to demonstrate the up -scaling
capability of a high alloy material in relation meeting industry needs for the latest designs within power generation sector. The
techniques enhance our ability to meet the tighter tolerance chemistry requirements of the material and thermodynamic
predictions have been used to optimise heat treatment parameters to improve the period strength and ductility of the parent
material.
Easat Radar Systems has enhanced its drone and coastal surveillance system, as a result of always having manufactured
high gain antennas, by developing a dual beam surveillance system that can now detect not only sea-borne targets but also
small air targets such as drones, paragliders and small aircraft. The development has focused on reducing unwanted sea
clutter, through the use of dual beams and dedicated receiver channels allowing independent processing in order to enable
optimum coverage of both sea and air.
Other investments also include further development of alternative polyimide chemistries targeted towards niche end-users
utilising advanced technologies and development of a concentric control valve with a high turn down rate that will enable gas
applications users to avoid the requirement of a bypass line.
Change in control
The Group’s committed loan facilities include a change of control clause, which states that a change of control of the parent
Company will be classed as an event of default and would enable the providers at their discretion to withdraw the facilities.
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, 2025, the Group’s gearing ratio stood at 9.9% (2024: 35.1%), which is due to a reduction in net debt of £29.3
million against a substantial shareholder’s net worth of £138 million (2024: 122 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 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 74%, 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 and / or the requirement for any further financing facilities in addition
25
DIRECTORS’ REPORTS
REPORT OF THE DIRECTORS (continued)
Going concern (continued)
to those currently in place at year end. Post year end, the Group has renewed one of its Revolving Credit Facilities, that was
due to expire, in July 2025, for a four-year term.
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 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.
The Directors are confident 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, 2028.
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 78% 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 the a change in
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 Directors are therefore able to confirm
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, 2028.
Corporate governance statement
The Company’s Corporate Governance Statement is set out on pages 27 to 30 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 27 on page 90.
Subsequent events
After the balance sheet date an ordinary dividend of 280p per qualifying ordinary share was proposed by the Directors (2024:
Ordinary dividend of 133p).
After the year end, the Group has renewed revolving credit facility, that was due to expire in July 2025, on a four-year term, as
a prudent policy to ensure that guaranteed facilities and the appropriate level of headroom is available to the Group.
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
29th July 2025
Chairman
26
DIRECTORS’ REPORTS
CORPORATE GOVERNANCE REPORT
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 five Executive Directors and now two independent Non-Executive Directors (NEDs) Mrs. J. E. Kelly
and Ms C. A. McNamara, who was appointed to the Board as a Non-Executive Director on the 2nd October 2024 and comes
with an extensive and varied career within the energy and power sector. As a qualified accountant, she has held multiple FD /
CFO roles within large corporates, including Powergen, National Grid plc and BG Group plc (purchased by Shell plc in 2016).
In addition to sitting on multiple boards and committees, Ms. C. A. McNamara’s executive career has been hands-on with her
having spent over seventeen years overseas growing regional businesses in Asia and the Middle East. Her responsibilities
during her twenty-five years’ experience have included financial strategy, business performance, governance, audit and risk
management. Following a thorough induction to the business over the four months prior to her appointment, we are confident
that Ms. C. A. McNamara’s extensive listed company experience and exposure to a variety of business aspects will be of
significant benefit to the Company.
The Audit Committee up until 30th April 2025 consisted of Mrs. J. E. Kelly, one of the Non-Executive Director’s who is the
Audit Committee Chair, and three other members, the previous Chairman, the previous Managing Director and the previous
Company Secretary, all of whom had held their previous positions for twenty-seven years and possess substantial
knowledge and experience of the diversified Group’s people, product ranges and the very diversified overseas customers
and markets in which the Group operates.
Effective as of the 30th April 2025, changes have been made to the composition of the Audit Committee so that the majority of
its members are independent, which will allow the Group to comply with the Listing Rules as interpreted and mandated by the
Financial Conduct Authority (FCA).
Mrs. J. E. Kelly continues as Chair of the Audit Committee and has been joined by the Chairman and Executive Director, Mr.
T. J. W. Goodwin, and Non-Executive Director, Ms. C. A. McNamara. Mr. J. W. Goodwin, Mr. R. S. Goodwin and Mrs. P.
Ashley have stepped down from the Committee.
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 34 and 35, there are no malus or clawback provisions contrary to Provision
38, as any increases or bonuses awarded to Directors’ or the general workforce, are discretionary. 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, 22 and 29.
The code is available to view on the website of the Financial Reporting Council at www.frc.org.uk
27
DIRECTORS’ REPORTS
CORPORATE GOVERNANCE REPORT (continued)
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 ...
...
...
...
...
11 out of 11 attended
S. R. Goodwin ...
...
...
...
...
11 out of 11 attended
T. J. W. Goodwin ...
...
...
...
...
11 out of 11 attended
B. R. E. Goodwin ...
...
...
...
...
11 out of 11 attended
N. Brown ...
...
...
...
...
...
11 out of 11 attended
J. E. Kelly ...
...
...
...
...
...
11 out of 11 attended
C. A. McNamara ...
...
...
...
...
8 out of 8 attended (appointed 2nd October, 2024)
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. J. W. Goodwin, Mr. R. S.
Goodwin and Mrs. P. Ashley and the Audit Committee reports to the Board. The Audit Committee has met formally eight times
since the issue of the Annual Report for the year ended 30th April, 2024, with all members attending each meeting. The
responsibility of the Audit Committee is explained in the Audit Committee Report on pages 31 to 33. 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.
As noted earlier on, effective as of the 30th April 2025, changes have been made to the composition of the Audit Committee
so that the majority of its members are independent, which will allow the Group to comply with the Listing Rules as interpreted
and mandated by the Financial Conduct Authority (FCA). Mrs. J. E. Kelly continues as Chair of the Audit Committee and has
been joined by the Chairman and Executive Director, Mr. T. J. W. Goodwin, contrary to Provision 24 and Non-Executive
Director, Ms. C.A. McNamara.
Board Performance Review
The Divisional Managing Directors and Chairman address the development, composition, diversity and training needs of the
Board as a whole. 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 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
28
DIRECTORS’ REPORTS
CORPORATE GOVERNANCE REPORT (continued)
Board Performance Review (continued)
Board does not consider her independence to be impaired as she has never been an employee of the Company, 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.
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 on 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 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.
29
DIRECTORS’ REPORTS
CORPORATE GOVERNANCE REPORT (continued)
Internal control and risk management (continued)
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.
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
29th July 2025
Chairman
30
DIRECTORS’ REPORTS
AUDIT COMMITTEE REPORT
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 independence and objectivity of the auditor; the effectiveness of the audit process; that the Group
receives value for money from the audit and that no non-audit services are carried out by the auditor.
4.
Reviewing the scope of work for the internal audit function and the resultant reports.
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.
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 or 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 where 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 their 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 content of the Group Strategic Report,
including the Chairman’s Statement; the 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 / legislation and consistent and complete. The Audit
Committee has discussed the full year Annual Report and their views with the Group external auditor. The Audit
Committee confirmed to the Board that in its opinion the proposed Annual Report for the year ended 30th April, 2025
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; reviews reports from the
Group Chief Accountant; reviews reports from General Managers of the Group’s subsidiaries; reviews quarterly financial
reports; reviews reports from internal and external audit; requests and reviews reports from independent external
consultants; and reviews the Group’s risk register, business continuity programmes and levels of insurance, legal and
health and safety reports.
2025 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.
31
DIRECTORS’ REPORTS
AUDIT COMMITTEE REPORT (continued)
2.
Helping to ensure the Group carries effective and relevant financial and non-financial internal controls and
financial risk management systems: (continued)
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, and, when appropriate, the Audit Committee reviews the status.
Financial risk
This has been reviewed and is as stated in previous years with the perceived increased volatility in exchange rates
and the possibility of high foreign exchange hedging costs for forward long-term contracts.
Regulatory compliance
The Audit Committee continues to monitor regulatory compliance, training and competency.
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. Such calls are investigated and are reported to the Audit Committee. The Audit Committee has confirmed to
the Board that the Group’s whistle-blowing policy and procedures are appropriate.
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.
However, with the audit fee increasing very substantially since we appointed RSM, the audit was put out for tender in
2024 with the aspiration of obtaining more reasonable audit fees. As there are a limited number of audit companies that
are suitable for auditing PLCs we, unfortunately, obtained little or no reduction (when taking into account the cost of
changing and initiating a new Auditor) in what we were being quoted by RSM. Accordingly, on the basis of next year’s
fees increasing in line with the market, shareholders are being asked to vote on the re- appointment of RSM at the AGM
on the 1st October 2025. In line with regulation, the audit will be put out to tender at least every ten years. Subject to not
bringing the tender forward, the Group will be required to re-tender the audit in financial year 2034.
In addition to the auditor having their own policies and checks, to preserve objectivity and independence, the Audit
Committee has a policy that restricts the external auditor from carrying out any non-audit services during the year.
Throughout the year, the Audit Committee monitors the level of non-audit services provided by RSM to the Group and it
became aware that, during the year, RSM South Africa was in the process of performing non-audit work, in assisting with
the preparation of the local statutory accounts. This was highlighted to the Audit Committee and the engagement that had
a value of £1,050 per annum ceased immediately. The Company has, for many years now, used a different accountancy
practice to that of the statutory auditor for its UK tax services. To further assess both objectivity and independence, the
Audit Committee also takes into consideration any relationships between the Group and the audit firm, the audit fee as a
proportion of the overall fee income of the audit firm and whether the Group has employed any former members of the
external audit team.
The Audit Committee has met formally with the Group’s external auditor, RSM, to discuss the full year Annual Report, and
has met with and discussed matters with them as part of the audit process during the current financial year being reported
on. No material concerns were raised during these meetings or discussions.
The Audit Committee appraises the auditor’s effectiveness on an annual basis, through regular engagement with RSM
during the audit process, in addition to taking into account:
•
feedback from Directors, senior managers and the Group Chief Accountant;
•
the quality and scope of all key external auditor plans and reports;
•
the delivery and performance against this plan;
•
the behaviour, qualifications and performance of their audit team;
•
RSM’s understanding of the Group’s business and industry sector.
The Audit Committee was satisfied with the external auditor’s independence of the audit process.
The Audit Committee has recommended to the Board to propose a Resolution to confirm the re-appointment of RSM
UK Audit LLP, as the external auditor, at the Annual General Meeting on 1st October, 2025.
32
DIRECTORS’ REPORTS
AUDIT COMMITTEE REPORT (continued)
4.
Internal Audit
The scope of internal audit has been set by the Audit Committee and the results reviewed.
The internal audit function operates a random rotation policy which prioritises based on materiality and endeavours to
cover all Group subsidiaries at least once within a three-year cycle either via the Group Internal Auditor or by the
respective Group Managing Directors.
5.
Accounting estimates and judgements relating to the Financial Statements
The Audit Committee again reviewed what it considered to be the accounting estimates and judgement areas within the
Group Annual Report for the year ended 30th April, 2025 as detailed in note 2 to the Financial Statements and including:
•
Revenue recognition in relation to contracts recognised over time;
•
Duvelco viability;
The Audit Committee took account of the findings of RSM in relation to their external audit work for the year.
As stated on page 27 of the Corporate Governance Report, effective as of the 30th April 2025, changes have been made
to the composition of the Audit Committee so that the majority of its members are independent, which will allow the Group
to comply with the Listing Rules as interpreted and mandated by the Financial Conduct Authority (FCA).
Mrs. J. E. Kelly continues as Chair of the Audit Committee and has been joined by the Chairman and Executive Director,
Mr. T. J. W. Goodwin, and Non-Executive Director, Ms. C. A. McNamara.
J. E. Kelly
29th July, 2025
Chair of the Audit Committee
33
DIRECTORS’ REPORTS
DIRECTORS’ REMUNERATION POLICY AND REPORT
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 considered 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.
Element of
Purpose and
Operation
Maximum
Performance
Changes for
Pay
Link to Strategy
Targets
2024 / 2025
Salary
Reflects the Directors’
Reviewed
Generally in line
The Group’s
Directors set the
level of activity and
annually at the
with inflation and
performance,
base increase in
achievement within the
anniversary of
the wage / salary
good or bad,
salaries. For the
Group, their knowledge
the previous
increase awarded
may result in
period May 2024
and experience of the
salary adjustment
to employees, but
the salary being
to April 2025 the
Company’s activities
for the individual
this is not rigid.
changed.
increase was
or similar, the
Director.
generally 3.43%.
performance of the
Group versus market
opportunity, whilst
also considering the
salary needed to
ensure continuity of
employment.
Pensions
All Executive Directors
Monthly
Currently
N/A
No changes.
are entitled to have 3%
payments
3% of gross
added to their gross
remuneration
remuneration which,
by nature of salary
sacrifice, is put into
a pension scheme
where they have direct
dealings with the
elected investment
fund provider.
Other
Fully expensed car or
N/A
N/A
N/A
See details of
benefits
cash alternative, health
the Directors’
insurance or other
emoluments on
services.
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 2024 / 2025. The
Policy and Report is signed by the Chairman and the Managing Directors.
34
DIRECTORS’ REPORTS
DIRECTORS’ REMUNERATION POLICY AND REPORT (continued)
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 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. We, however, do not list out the salary of the Financial Director of
Goodwin PLC versus the TSR as in Goodwin PLC we have a Group Chief Accountant who carries out 75% of the duties of a
Financial Director, but we do not have what would generally be known as a Financial Director. This is for the reason that
certain decisions that external audience may consider to be the sole responsibility of the Financial Director are not. In
Goodwin PLC it is a team effort and such decisions are made not only by the Group Chief Accountant but also by the
Managing Directors and the Chairman.
Approval of the Company’s Directors’ Remuneration Policy
The Company put the Remuneration Policy to the vote at the Annual General Meeting on 5th October, 2022, when it was
passed by 99.94% of those who voted. The Company will be putting the Remuneration Policy to the vote again this year in
2025, which is three years from the last vote, as is required by the 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.
35
DIRECTORS’ REPORTS
DIRECTORS’ REMUNERATION POLICY AND REPORT (continued)
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 34 to 35 therein. The Policy has been followed in the financial year to 30th April, 2025 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:
2025
2024
£’000
£’000
%
Ordinary dividends proposed in respect of the year (£’000) ...
...
...
...
21,027
9,988
110.5
Total employee costs (£’000) ...
...
...
...
...
...
...
...
...
62,307
59,396
4.9
Average employee numbers ...
...
...
...
...
...
...
...
...
1,253
1,225
2.3
Total employee costs, excluding the Managing Directors’ salaries, have increased by 4.9%. 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,
2024 was put to the shareholders at last year’s Annual General Meeting on 2nd October, 2024. The Annual Directors’
Remuneration Report was accepted with 98.51% 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, 2025 with
various FTSE indices. 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
2021
2022
2023
2024
2025
£’000
£’000
£’000
£’000
£’000
Managing Directors’
355
374
406
435
451
base earnings
For reference the TSR of Goodwin PLC versus the FTSE 100 and the FTSE 350 is shown below for not only the last five
but also the last ten years and the last twenty years.
Goodwin
FTSE 100
FTSE 350
TSR for last 5 years ... ... ...
243%
73%
34%
TSR for last 10 years ... ... ...
255%
79%
86%
TSR for last 20 years ... ... ...
3,104%
274%
259%
The following graphs have not been audited.
36
DIRECTORS’ REPORTS
DIRECTORS’ REMUNERATION POLICY AND REPORT (continued)
Annual Directors’ Remuneration Report
Total Shareholder Return (TSR)
20 Years ended 30th April 2025
3,500
3,000
2,500
%
C
h
a
n
ge
2,000
Cumulative
1,500
1,000
(continued)
The increase in the Goodwin PLC share price since 2005 plus
dividends re-invested would mean that £1.00 invested in 2005 by
30th April, 2025 would be worth £32.04.
Goodwin
FTSE 100
500
FTSE 350
Small Cap
0
Ind & Eng
-500
MD Earnings
2019
April
2005
April
2007
April
2009
April
2011
April
2013
April
2015
April
2017
April
April
2021
April
2023
April
2025
Total Shareholder Return (TSR)
10 Years ended 30th April 2025
The increase in the share price since 2015 plus dividends re-
invested would mean that £1.00 invested in 2015 would at 30th
April, 2025 be worth £3.55.
300
250
200
Change
150
%
Cumul
ative
100
Goodwin
FTSE 100
50
FTSE 350
0
Small Cap
Ind & Eng
-50
MD Earnings
April
2015
April
2016
April
2017
April
2018
April
2019
April
2020
April
2021
April
2022
April
2023
April
2024
April
2025
37
DIRECTORS’ REPORTS
DIRECTORS’ REMUNERATION POLICY AND REPORT (continued)
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
30th April
Beneficial
2025
2024
54,535
M. S. Goodwin ...
...
...
...
...
...
54,535
S. R. Goodwin
...
...
...
...
...
...
59,633
57,344
T. J. W. Goodwin ...
...
...
...
...
...
102,686
98,589
B. R. E. Goodwin ...
...
...
...
...
...
35,815
33,428
N. Brown
...
...
...
...
...
...
445
445
J. W. Goodwin* ...
...
...
...
...
...
43,703
39,167
R. S. Goodwin* ...
...
...
...
...
...
14,716
14,716
M. S. Goodwin, S. R. Goodwin, T. J. W. Goodwin
3,755,161
and B. R. E. Goodwin** ...
...
...
...
...
3,755,161
Non-Beneficial
14,166
J. W. Goodwin* and E. M. Goodwin
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, 2025
Single Total Figure Table
Salary
Benefits
Pension
Non-Exec
Total
in kind
contribu-
Director’s
tions
fees
£’000
£’000
£’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
Year ended 30th April, 2024
Single Total Figure Table
Salary
Benefits
Pension
Non-Exec
Total
in kind
contribu-
Director’s
tions
fees
£’000
£’000
£’000
M. S. Goodwin ... ... ... ... ... ... ...
430
5
-
-
435
S. R. Goodwin ... ... ... ... ... ... ...
430
5
-
-
435
T. J. W. Goodwin ... ... ... ... ... ... ...
301
5
8
-
314
B. R. E. Goodwin ... ... ... ... ... ... ...
308
5
8
-
321
N. Brown ... ... ... ... ... ... ... ...
198
12
6
-
216
J. E. Kelly ... ... ... ... ... ... ... ...
-
-
-
83
83
Total
... ... ... ... ... ... ... ...
1,667
32
22
83
1,804
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 £264,000 (2024:
£227,000).
38
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, 2025 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 pay ratio 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, 2025:
Financial Year
Method
25th
Median
75th
percentile
pay ratio
percentile
pay ratio
pay ratio
2024 FTSE 350
71:1
52:1
-
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
Financial Year
Managing
25th
Median
75th
Directors
percentile
pay
percentile
£’000
pay £’000
£’000
pay £’000
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
The 2025 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, 2025.
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 29th July, 2025 and is signed on its behalf by:
T. J. W. Goodwin
M. S. Goodwin
S. R. Goodwin
Director
Director
39
Director
INDEPENDENT AUDITOR’S REPORT
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE
ANNUAL REPORT AND THE FINANCIAL STATEMENTS
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 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 or 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.
Directors’ statement pursuant to the Disclosure and Transparency Rules
Each of the Directors, whose names are listed on page 24, 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
M. S. Goodwin
S. R. Goodwin
Director
Director
Director
29th July, 2025
40
INDEPENDENT AUDITOR’S REPORT
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 2025 which comprise the Consolidated Statement of Profit and Loss, Consolidated
Statement of Comprehensive Income, Consolidated Balance Sheet, Consolidated Statement of Changes in Equity,
Consolidated Statement of Cash Flows, Company Balance Sheet, 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 2025 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
• Revenue recognition – revenue recognised over time
• Carrying value of the Duvelco cash generating unit (CGU)
Parent Company
• No key audit matters noted
Materiality
Group
• Overall materiality: £1,430,000 (2024: £1,050,000)
• Performance materiality: £1,070,500 (2024: 787,500)
Parent Company
• Overall materiality: £3,020,000 (2024: £3,130,000)
• Performance materiality: £2,265,000 (2024: £2,347,500)
Scope
Our audit procedures covered 85% of revenue, 92% of net assets and
88% of profit before tax.
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.
41
INDEPENDENT AUDITOR’S REPORT
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 4.
Revenue underpins the key measures of performance of the Group.
As a profit-oriented 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 £106,610,436.
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 resourced 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. 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.
42
INDEPENDENT AUDITOR’S REPORT
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 15.
The Group has various intangible assets including goodwill, brand names, intellectual
property, manufacturing rights, software and licences and development costs. These
assets form part of the Group’s cash generating units (CGUs).
The Group has incurred significant expenditure on development and capital expenditure
within the Duvelco business which forms one of the Group’s CGUs.
The combined carrying value of intangible development costs and property plant and
equipment at 30th April, 2025 for this CGU is £23.3 million. Amounts are capitalised if
criteria are met in accordance with IAS 38 ‘Intangible assets’ and IAS 16 ‘Property, plant
and equipment’. The viability of and market for new products is not guaranteed.
The Group is confident of the success of the product and its impact in the various markets
where there are known applications. There remain a number of risks which result in
uncertainty, these include:
•
On commissioning the production facility may not work as expected which results in
delays and further costs. There is also a risk that the production facility is not capable of
producing the quality of polymer required;
•
Penetration of the markets expected proves more challenging than expected which
results in delays in revenue generation or compromise on margins expected until
Duvelco is fully established.
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 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.
43
INDEPENDENT AUDITOR’S REPORT
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
£1,430,000 (2024: £1,050,000)
£3,020,000 (2024: £3,130,000)
Basis for determining
4.9% of two year average adjusted
1.6% of total assets
overall materiality
profit before tax.
As a component of the Group audit,
which excludes items eliminated on
consolidation, the parent company
materiality is restricted to £1,100,000
(2024: £690,000)
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
£1,070,000 (2024: £787,500)
£2,265,000 (2024: £2,347,500)
Basis for determining
75% of overall materiality
75% of overall materiality
performance materiality
Reporting of
misstatements to the
Audit Committee
Misstatements in excess of £71,500
and misstatements below that
threshold that, in our view, warranted
reporting on qualitative grounds.
Misstatements in excess of £55,000
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
The coverage achieved by our audit procedures was:
Number of
Revenue
Net assets
Absolute Profit
components
before tax
Full scope audit
11
85%
92%
88%
Total
11
85%
92%
88%
Of the above, full scope audits for four components were undertaken by component auditors.
44
INDEPENDENT AUDITOR’S REPORT
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 18 to 20 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 18 to 20 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 18 to 20 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.
45
INDEPENDENT AUDITOR’S 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.
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 25 to 26;
•
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 26;
•
Director’s statement on whether it has a reasonable expectation that the Group will be able to continue in
operation and meets its liabilities set out on page 26;
•
Directors’ statement on fair, balanced and understandable set out on page 24;
•
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set
out on page 14;
•
Section of the Annual Report that describes the review of effectiveness of risk management and internal
control systems set out on page 29; and,
•
Section describing the work of the Audit Committee set out on page 31.
46
INDEPENDENT AUDITOR’S REPORT
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 40, the Directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the parent
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
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.
47
INDEPENDENT AUDITOR’S REPORT
Corporate governance statement (continued)
The most significant laws and regulations were determined as follows:
Legislation /
Additional audit procedures performed by the Group audit engagement team
Regulation
and component auditors included:
IFRS/FRS101 and
Review of the financial statement disclosures and testing to supporting documentation.
Companies Act 2006 /
Completion of disclosure checklists to identify areas of non-compliance.
Listing Rules
Tax compliance
Input from a tax specialist was obtained regarding transfer pricing and deferred taxes.
regulations
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:
Risk
Audit procedures performed by the audit engagement team:
Revenue recognition –
See the key audit matters section of this report for work performed over this risk. We
over time sales
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
Testing the appropriateness of journal entries and other adjustments;
of controls
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.
48
INDEPENDENT AUDITOR’S REPORT
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 five years, covering the years ended 30 April 2021 to
30 April 2025.
It was identified during the audit that local accounts preparation services between 30 April 2021 to 30 April 2024 had
been provided by a network firm to a subsidiary of Goodwin PLC. These services are prohibited by the FRC’s Revised
Ethical Standard 2019 and were terminated as soon as they were identified.
We have reassessed our independence and concluded that it was not compromised due to the financial significance
of the entity to the Group, the assessed risk of material misstatement and the quantum of the fee that totalled £1,050
per annum.
The inadvertent breach was also discussed with the Audit Committee who also concluded that our independence was
not compromised.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the parent
Company, with the exception of the services described above, 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.
Ian Wall (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
29th July, 2025
49
FINANCIAL STATEMENTS
GOODWIN PLC
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
for the year ended 30th April, 2025
2025
2024
CONTINUING OPERATIONS
Note
£’000
£’000
219,709
Revenue
... ... ...
... ... ... ... ... ... ...
3, 4
191,258
Cost of sales ... ... ... ... ... ... ... ... ... ...
(128,100)
(113,371)
GROSS PROFIT
... ... ... ... ... ... ... ... ...
91,609
77,887
Selling and distribution costs
... ... ... ... ... ...
(10,903)
(9,618)
Administrative expenses
... ... ... ... ... ... ...
(43,594)
(41,374)
OPERATING PROFIT
... ... ... ... ... ... ... ...
37,112
26,895
Finance income**
...
... ... ... ... ... ... ...
7
1,305
1,414
Finance costs**
...
... ... ... ... ... ... ...
7
(2,965)
(4,284)
Share of profit of associate company ... ... ... ... ...
14
65
69
PROFIT BEFORE TAXATION AND MOVEMENT IN FAIR VALUE
OF INTEREST RATE SWAP*... ... ... ... ... ... ...
35,517
24,094
Additional year-on-year unrealised (loss) /
(1,257)
gain on 10 year interest rate swap derivative ... ... ... ...
113
PROFIT BEFORE TAXATION
... ... ... ... ... ... ...
5
34,260
24,207
Tax on profit ... ... ...
... ... ... ... ... ... ...
8
(8,082)
(6,491)
PROFIT AFTER TAXATION
... ... ... ... ... ... ...
26,178
17,716
ATTRIBUTABLE TO:... ... ... ... ... ... ... ... ...
24,569
Equity holders of the parent ... ... ... ... ... ... ...
16,902
Non-controlling interests
... ... ... ... ... ... ...
1,609
814
PROFIT FOR THE YEAR... ... ... ... ... ... ... ...
26,178
17,716
BASIC AND DILUTED EARNINGS PER ORDINARY SHARE (in pence)
9
327.17 p
224.53 p
*
Finance income and expense for the prior year have been grossed up to be consistent with the current year
presentation.
**
The Chairman’s statement refers to trading profit, which is the profit before taxation adjusted for the movement in fair
value of interest swap as trading profit.
The notes on pages 56 to 106 form part of these financial statements.
50
FINANCIAL STATEMENTS
GOODWIN PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30th April, 2025
2025
2024
£’000
£’000
PROFIT FOR THE YEAR... ... ... ... ... ... ... ... ... ...
26,178
17,716
OTHER COMPREHENSIVE INCOME / (EXPENSE)
ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS:
(1,852)
Foreign exchange translation differences
... ... ... ... ... ...
(1,935)
Cash flow hedges – effective portion of changes in fair value ... ... ...
5,513
(936)
Cash flow hedges – ineffectiveness transferred to profit or loss... ...
‒
433
Cash flow hedges – amounts transferred to profit or loss
... ... ...
(1,593)
(438)
Cash flow hedges – deferred tax (charge) / credit ... ... ... ... ...
(806)
85
Cost of hedging – changes in fair value ... ... ... ... ... ... ...
(97)
558
Cost of hedging – ineffectiveness transferred to profit or loss
... ...
‒
28
Cost of hedging
– amounts transferred to profit or loss
... ... ...
209
144
Cost of hedging
– deferred tax (charge) / credit ... ... ... ... ...
(33)
(184)
OTHER COMPREHENSIVE INCOME / (EXPENSE) FOR THE YEAR
NET OF INCOME TAX
... ... ... ... ... ... ... ...
1,341
(2,245)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
... ...
27,519
15,471
ATTRIBUTABLE TO:... ... ... ... ... ... ... ... ...
Equity holders of the parent ... ... ... ... ... ... ...
25,870
15,039
Non-controlling interests
... ... ... ... ... ... ...
1,649
432
27,519
15,471
The notes on pages 56 to 106 form part of these financial statements.
51
FINANCIAL STATEMENTS
GOODWIN PLC
CONSOLIDATED BALANCE SHEET
at 30th April, 2025
2025
2024
NON-CURRENT ASSETS
Note
£’000
£’000
116,832
Property, plant and equipment
... ... ... ... ... ...
11
105,337
Right-of-use assets
... ... ... ... ... ... ... ...
12
6,055
11,744
Investment in associate ... ... ... ... ... ... ... ...
14
775
828
Intangible assets ... ... ... ... ... ... ... ... ...
15
27,670
25,900
Derivative financial assets ... ... ... ... ... ... ...
16
6,061
5,716
CURRENT ASSETS
157,393
149,525
39,096
Inventories ... ... ... ... ... ... ... ... ... ...
17
46,809
Contract assets ... ... ... ... ... ... ... ... ...
4
24,310
22,027
Trade and other receivables ... ... ... ... ... ... ...
18
42,390
31,894
Corporation tax receivable ... ... ... ... ... ... ...
1,583
1,288
Derivative financial assets ... ... ... ... ... ... ...
16
4,457
2,007
Cash and cash equivalents ... ... ... ... ... ... ...
19
16,643
30,678
128,479
134,703
TOTAL ASSETS ...... ... ... ... ... ... ... ... ...
285,872
284,228
CURRENT LIABILITIES
16,420
Borrowings ... ... ... ... ... ... ... ... ... ...
20
14,027
Contract liabilities*
... ... ... ... ... ... ... ...
4
34,750
14,856
Trade and other payables
... ... ... ... ... ... ...
21
37,159
30,830
Corporation tax payable
... ... ... ... ... ...
1,092
859
Derivative financial liabilities
... ... ... ... ... ...
22
256
251
Provisions for liabilities and charges
... ... ... ... ...
23
223
231
NON-CURRENT LIABILITIES
89,900
61,054
15,707
Borrowings ... ... ... ... ... ... ... ... ... ...
20
61,906
Contract liabilities*
... ... ... ... ... ... ... ...
4
20,412
19,268
Derivative financial liabilities
... ... ... ... ... ...
22
428
277
Provisions for liabilities and charges
... ... ... ... ...
23
269
274
Deferred tax liabilities ... ... ... ... ... ... ... ...
24
16,948
14,799
53,764
96,524
TOTAL LIABILITIES... ... ... ... ... ... ... ... ...
143,664
157,578
NET ASSETS
... ... ... ... ... ... ... ... ... ...
142,208
126,650
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
751
Share capital
... ... ... ... ... ... ... ... ...
25
751
Translation reserve
... ... ... ... ... ... ... ...
25
(4,223)
(2,391)
Cash flow hedge reserve
... ... ... ... ... ... ...
25
3,657
633
Cost of hedging reserve
... ... ... ... ... ... ...
25
(317)
(426)
Retained earnings ... ... ... ... ... ... ... ... ...
138,295
123,714
TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
138,163
122,281
NON-CONTROLLING INTERESTS... ... ... ... ... ...
13
4,045
4,369
TOTAL EQUITY ...... ... ... ... ... ... ... ... ...
142,208
126,650
* Contract liabilities are predominantly advance payments from customers.
These financial statements were approved by the Board of Directors on 29th July, 2025, and signed on its behalf by:
T. J. W. Goodwin
M. S. Goodwin
S. R. Goodwin
Director
Director
Director
Company Registration Number: 305907
The notes on pages 56 to 106 form part of these financial statements.
52
FINANCIAL STATEMENTS
GOODWIN PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30th April, 2025
Cash
Total
Trans-
attributable
Share
flow
Cost of
to equity
Non-
lation
hedge
hedging
Retained
holders of
controlling
Total
Capital
reserve
reserve
reserve
earnings
the parent
interests
equity
YEAR ENDED
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
30TH APRIL, 2025
751
(2,391)
633
(426)
123,714
122,281
4,369
126,650
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 ...
...
...
Amounts reclassified
to profit or loss
...
...
Deferred tax charge
...
Other comprehensive
income / (expense) for
the year
TOTAL COMPREHENSIVE
INCOME / (EXPENSE) FOR
THE YEAR Transactions
with owners:
‒
‒
‒
‒
24,569
24,569
1,609
26,178
‒
(1,832)
‒
‒
‒
(1,832)
(20)
(1,852)
‒
‒
5,449
(81)
‒
5,368
48
5,416
‒
‒
(1,665)
226
‒
(1,439)
55
(1,384)
‒
‒
(760)
(36)
‒
(796)
(43)
(839)
‒
(1,832)
3,024
109
‒
1,301
40
1,341
‒
(1,832)
3,024
109
24,569
25,870
1,649
27,519
Dividends paid
...
...
‒
‒
‒
‒
(9,988)
(9,988)
(1,973)
(11,961)
BALANCE AT
30TH APRIL, 2025
751
(4,223)
3,657
(317)
138,295
138,163
4,045
142,208
The notes on pages 56 to 106 form part of these financial statements.
53
FINANCIAL STATEMENTS
GOODWIN PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)
for the year ended 30th April, 2024
Share-
Cash
Total
Trans-
attributable
Share
based
flow
Cost of
to equity
Non-
lation
payment
hedge
hedging
Retained
holders of
controlling
Total
Capital
reserve
reserve
reserve
reserve
earnings
the parent
interests
equity
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
YEAR ENDED
30TH APRIL, 2024
Balance at 1st May, 2023 ... 769
(849)
5,244
1,504
(976) 119,055
124,747
4,410
129,157
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 or loss
...
...
Amounts reclassified
to profit or 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:
Buy back of shares
Dividends paid
...
...
BALANCE AT
30TH APRIL, 2024
‒
‒
‒
‒
‒
16,902
16,902
814
17,716
‒
(1,542)
‒
‒
‒
‒
(1,542)
(393)
(1,935)
‒
‒
‒
(948)
560
‒
(388)
10
(378)
‒
‒
‒
432
28
‒
460
1
461
‒
‒
‒
(438)
144
‒
(294)
‒
(294)
‒
‒
‒
83
(182)
‒
(99)
‒
(99)
‒
(1,542)
‒
(871)
550
‒
(1,863)
(382)
(2,245)
‒ (1,542)
‒
(871)
550
16,902
15,039
432
15,471
‒
‒
(5,244)
‒
‒
5,244
‒
‒
‒
(18)
‒
‒
‒
‒
(8.851)
(8.869)
‒
(8.869)
‒
‒
‒
‒
‒
(8,636)
(8,636)
(473)
(9,109)
751
(2,391)
‒
633
(426)
123,714
122,281
4,369
126,650
*
The balance on the share-based payment reserve was transferred to retained earnings as all previous share options
had vested.
The notes on pages 56 to 106 form part of these financial statements.
54
FINANCIAL STATEMENTS
GOODWIN PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30th April, 2025
2025
2024
CASH FLOW FROM OPERATING ACTIVITIES
Note
£’000
£’000
26,178
Profit from continuing operations after tax ... ... ... ...
17,716
Adjustments for:
6,663
Depreciation of property, plant and equipment
... ... ...
6,607
Depreciation of right-of-use assets
... ... ... ... ...
1,346
1,497
Amortisation and impairment of intangible assets ... ... ...
1,580
1,341
Finance costs (net)
... ... ... ... ... ... ... ...
1,660
2,870
Currency losses / (gains)
... ... ... ... ... ... ...
1,371
(1,025)
Loss / (profit) on sale of property, plant and equipment ... ...
126
(29)
Unrealised (loss) / gain on 10 year interest rate swap derivative
1,257
(113)
Share of profit of associate company ... ... ... ... ...
(65)
(69)
UK tax incentive credit on research and development ... ...
(573)
(660)
Tax expense ... ... ... ... ... ... ... ... ... ...
8,082
6,491
OPERATING CASH FLOW BEFORE CHANGES IN WORKING
CAPITAL AND PROVISIONS
47,625
34,626
Decrease in inventories ... ... ... ... ... ... ... ...
6,743
437
(Increase) in contract assets ... ... ... ... ... ... ...
(2,121)
(5,849)
(Increase) / decrease in trade and other receivables
... ...
(12,095)
2,357
Increase in contract liabilities
... ... ... ... ... ...
20,990
1,388
Increase in trade and other payables ... ... ... ... ...
6,100
370
CASH GENERATED FROM OPERATIONS
67,242
33,329
Interest received ... ... ... ... ... ... ... ... ...
1,340
1,399
Interest paid
... ... ... ... ... ... ... ... ...
(3,822)
(5,022)
Corporation tax paid ... ... ... ... ... ... ... ...
(6,566)
(2,587)
NET CASH INFLOW FROM OPERATING ACTIVITIES... ...
58,194
27,119
CASH FLOW FROM INVESTING ACTIVITIES
125
Proceeds from sale of property, plant and equipment ... ...
392
Acquisition of property, plant and equipment
... ... ...
(13,176)
(15,363)
Acquisition of intangible assets ... ... ... ... ... ...
(283)
(582)
Development expenditure capitalised ... ... ... ... ...
(2,832)
(1,456)
Dividend from associate company ... ... ... ... ... ...
156
131
NET CASH OUTFLOW FROM INVESTING ACTIVITIES... ...
(16,010)
(16,878)
CASH FLOW FROM FINANCING ACTIVITIES
‒
Buy back of shares
... ... ... ... ... ... ... ...
(8,869)
Payment of capital element of lease liabilities
... ... ...
(6,073)
(2,910)
Dividends paid... ... ... ... ... ... ... ... ...
(9,988)
(8,636)
Dividends paid to non-controlling interests ... ... ... ...
(1,973)
(473)
Proceeds from new loans
... ... ... ... ... ... ...
12,000
23,098
Repayment of loans
... ... ... ... ... ... ... ...
(49,837)
(1,152)
Change in bank overdrafts ... ... ... ... ... ... ...
(48)
(71)
NET CASH (OUTFLOW) / INFLOW FROM FINANCING ACTIVITIES
(55,919)
987
NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS
(13,735)
11,228
Cash and cash equivalents at beginning of year ... ... ...
30,678
19,661
Effect of exchange rate fluctuations on cash held ... ... ...
(300)
(211)
CASH AND CASH EQUIVALENTS AT END OF YEAR
... ...
19
16,643
30,678
The notes on pages 56 to 106 form part of these financial statements.
55
FINANCIAL STATEMENTS
1.
Accounting policies
Goodwin PLC (the “Company”) is incorporated in England and Wales.
The Group financial statements compromise 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 (IFRS IC) applicable to
companies reporting under UK adopted IFRS.
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 93 to 105.
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.
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 2025, the Group’s gearing ratio stood at 9.9% (2024: 35.1%) which is due to a reduction in net
debt of £29.3 million against a substantial shareholders’ net worth of £138 million (2024: £122 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.
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 different 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 74%, 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. Post year end, the Group has renewed
one of its Revolving Credit Facilities, that was due to expire, for a four-year term.
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 order book remains high and the
Refractory Engineering segment continues to be buoyant.
The Directors are confident 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.
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.
56
NOTES TO THE FINANCIAL STATEMENTS
1.
Accounting policies (continued)
Basis of consolidation (continued)
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.
Foreign currency
The functional and presentational currency of the Group is Pound Sterling (£). Where 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 or 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 or loss upon disposal of the foreign operation.
New IFRS standards and interpretations adopted during 2024 / 2025
The IASB and IFRIC issued the following amendments:
•
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-
Current – (effective for periods commencing on or after 1st January 2024).
•
Amendments to IAS 1 Presentation of Financial Statements: Non-Current Liabilities with Covenants – (effective
for periods commencing on or after 1st January 2024).
The implementation of these amendments has not had a material impact on the Group’s financial statements.
true
I FRS 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, has
not been fully evaluated as yet, but the Group does not expect that 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
Group’s 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.
57
NOTES TO THE FINANCIAL STATEMENTS
1.
Accounting policies (continued)
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 subsidiary company 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.
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 are typically for the Group’s Mechanical Engineering Division contain 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 or 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.
Share-based payment transactions
Share-based payments arrangements, in which the Group receives goods or services as consideration for its own equity
instruments, are accounted for as equity-settled share-based payment transactions, regardless of how the equity
instruments are obtained by the Group.
58
NOTES TO THE FINANCIAL STATEMENTS
1.
Accounting policies (continued)
Employment costs (continued)
The grant date fair value of share-based payment awards granted to employees is recognised as an expense, with a
corresponding increase in equity, over the period in which the employees become unconditionally entitled to the awards.
The fair value of the awards is measured using an option valuation model, taking into account the terms and conditions
upon which the awards were granted.
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 or loss as it accrues.
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the statement of profit or
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 or 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.
59
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
or 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 exchange contracts and the interest rate swap derivative, the gain or loss is recognised in the profit
or 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, 2025 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 reserve. 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 or loss in the same period or periods during which the hedged
forecast transaction affects the statement of profit or loss. Any identified ineffective portion of the hedge is recognised
immediately in the statement of profit or loss. Until 30th April, 2023, only the change in spot rate was designated as the
hedging instrument, with the change in fair value relating to forward points being reported separately as deferred costs of
hedging within other comprehensive income as permitted by IFRS 9. From 1st May, 2023, 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 or loss.
When a hedging instrument expires or is sold, terminated or exercised, or the Group revokes 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 or loss immediately, within administration expenses.
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.
60
NOTES TO THE FINANCIAL STATEMENTS
1.
Accounting policies (continued)
Intangible assets and goodwill (continued)
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 or 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 or 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 or 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 or 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 or 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
•
Assets in the course of construction ...
Nil
Before being brought into use, assets are assessed individually to determine which is the most appropriate depreciation
method. At present, most assets are being depreciated on a reducing balance basis.
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.
61
NOTES TO THE FINANCIAL STATEMENTS
1.
Accounting policies (continued)
Leases (continued)
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 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 or 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.
Impairment of intangibles
The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any
indication of impairment. If 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 or 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 of 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 or 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.
62
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
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 £993,000, if the costs, absorbed
by the Group, to complete contracts in progress at year-end were 1% higher.
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 15 to these financial statements.
Reducing by one third the lives of intangible assets, which are more than fifteen years, would reduce the current year
pre-tax profits by £475,000 (2024: £420,000).
Duvelco viability
The Company has invested circa £23 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 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.
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
63
NOTES TO THE FINANCIAL STATEMENTS
2.
Accounting estimates and judgements (continued)
Other estimates and judgements (continued)
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 27 (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.
Segmental information
Products and services from which reportable segments derive their revenues
For reporting to the chief operating decision maker, the Board of Directors’, and as outlined in the Business Model section
of the Strategic Report on page 9, the Group is organised into two reportable operating segments according to the
different products and services provided by the Mechanical Engineering and Refractory Engineering Divisions. Segment
assets and liabilities include items directly attributable to segments as well as group centre balances which can be
allocated on a reasonable basis. The Group’s associate company are included in Refractory Engineering. In accordance
with the requirements of IFRS 8, information regarding the Group’s operating segments is reported below.
There are no other reportable segments apart from those identified.
Year ended 30th April, 2025
Year ended 30th April, 2024
Mechanical
Refractory
Mechanical
Refractory
Engineering
Engineering
Total
Engineering
Engineering
Total
Revenue
£’000
£’000
£’000
£’000
£’000
£’000
193,045
78,164
271,209
Total revenue ... ... ...
156,944
75,859
232,803
Intra-segment revenue ...
(36,783)
(14,717)
(51,500)
(28,912)
(12,633)
(41,545)
External revenue ... ...
156,262
63,447
219,709
128,032
63,226
191,258
Profit
Segment operating
25,402
14,606
40,008
profit
... ... ...
18,861
13,423
32,284
Share of profit of associate
company ... ...
Segment profit
before taxation
...
...
Group centre costs ...
...
Finance income
...
...
Finance costs ...
...
...
Profit before taxation
and movement in fair
value of interest rate
swap
Percentage of segment
profit before tax
-
65
65
-
69
69
25,402
14,671
40,073
18,861
13,492
32,353
(2,896)
(5,389)
1,305
1,414
(2,965)
(4,284)
35,517
24,094
63%
37%
100%
58%
42%
100%
64
NOTES TO THE FINANCIAL STATEMENTS
3. Segmental information (continued)
Year ended 30th April, 2025
Year ended 30th April, 2024
Group
Mechanical
Refractory
Group
Mechanical
Refractory
Centre
Engineering
Engineering
Total
Centre
Engineering
Engineering
Total
Net assets
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
16,422
205,272
64,178
285,872
Total assets
17,338
192,608
74,282
284,228
Total liabilities
(862)
(125,940)
(16,862)
(143,664)
(511)
(118,132)
(38,935)
(157,578)
Total
15,560
79,332
47,316
142,208
16,827
74,476
35,347
126,650
For the purposes of monitoring segment performance and allocating resources between segments, the Group’s Board of
Directors monitors the tangible and financial assets attributable to each segment. All assets and liabilities are allocated to
reportable segments with the exception of some of those held by the parent Company, Goodwin
PLC.
Year ended 30th April, 2025
Year ended 30th April, 2024
Group
Mechanical
Refractory
Group
Mechanical
Refractory
Centre
Engineering
Engineering
Total
Centre
Engineering
Engineering
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Segmental capital expenditure
Property,
plant and
704
12,849
1,457
15,010
equipment
736
10,102
5,583
16,421
Right-of-use
55
86
6
147
assets
180
934
634
1,748
Intangible
-
2,611
504
3,115
assets
372
1,209
456
2,037
Total
759
15,546
1,967
18,272
1,288
12,245
6,673
20,206
Segmental depreciation, amortisation and impairment
Depreciation
632
4,580
1,451
6,663
- PPE
752
4,400
1,455
6,607
Depreciation
315
594
437
1,346
- ROU
429
578
490
1,497
Amortisation
and
98
654
828
1,580
impairment
85
446
810
1,341
Total
1,045
5,828
2,716
9,589
1,266
5,424
2,755
9,445
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.
Year ended 30th April, 2025
Year ended 30th April, 2024
Non-
Capital
Non-
Capital
Net
current
expendi-
Net
current
expendi-
Revenue
assets
assets
ture
Revenue
assets
assets
ture
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
UK
63,904
94,113
122,585
12,469
61,595
78,978
117,376
14,887
Rest of Europe
26,671
9,868
8,627
4,186
21,552
6,884
5,132
1,532
USA
35,426
-
-
-
21,480
-
-
-
Pacific Basin
42,726
15,246
6,290
171
42,903
17,374
7,009
692
Rest of World
50,982
22,981
13,830
1,446
43,728
23,414
14,292
3,095
Total
219,709
142,208
151,332
18,272
191,258
126,650
143,809
20,206
65
NOTES TO THE FINANCIAL STATEMENTS
4.
Revenue
The following tables provide an analysis of revenue by geographical market and by product line.
Geographical market
Year ended 30th April, 2025
Year ended 30th April, 2024
Mechanical
Refractory
Mechanical
Refractory
Engineering
Engineering
Total
Engineering
Engineering
Total
£’000
£’000
£’000
£’000
£’000
£’000
UK
48,995
14,909
63,904
45,870
15,725
61,595
Rest of Europe
18,668
8,003
26,671
13,460
8,092
21,552
USA
34,902
524
35,426
20,571
909
21,480
Pacific Basin
18,211
24,515
42,726
19,503
23,400
42,903
Rest of World
35,486
15,496
50,982
28,628
15,100
43,728
Total
156,262
63,447
219,709
128,032
63,226
191,258
Product lines
Year ended 30th April, 2025
Year ended 30th April, 2024
Mechanical
Refractory
Mechanical
Refractory
Engineering
Engineering
Total
Engineering
Engineering
Total
Standard products and
£’000
£’000
£’000
£’000
£’000
£’000
14,253
63,447
77,700
consumables
13,833
63,226
77,059
Bespoke products - point in time
21,382
-
21,382
17,380
-
17,380
Point in time revenue
35,635
63,447
99,082
31,213
63,226
94,439
Minimum period contracts
4,701
-
4,701
5,767
-
5,767
Bespoke products - over time
115,926
-
115,926
91,052
-
91,052
Over time revenue
120,627
-
120,627
96,819
-
96,819
Total revenue
156,262
63,447
219,709
128,032
63,226
191,258
The following table presents information about receivables, work in progress, contract assets and liabilities from
contracts with customers.
2025
2024
£’000
£’000
Trade receivables due within one year (note 18)
...
...
...
...
...
...
35,931
26,364
Work in progress (note 17) ...
...
...
...
...
...
...
...
...
...
7,174
14,240
Contract assets
...
...
...
...
...
...
...
...
...
...
...
24,310
22,027
Contract liabilities
...
...
...
...
...
...
...
...
...
...
...
(34,750)
(14,856)
Contract liabilities due after more than one year
...
...
...
...
...
...
(20,412)
(19,268)
NOTES TO THE FINANCIAL STATEMENTS
4. Revenue (continued)
2025
2024
£’000
£’000
Revenue recognised in the year, which was included in the contract liability
19,060
balance at the beginning of the period ...
...
...
...
...
...
...
...
13,328
Revenue recognised from performance obligations, which were satisfied
2,598
(or partially satisfied) in previous periods * ...
...
...
...
...
...
...
936
* These figures relate to contract modifications, which are recognised only when there is a high level of certainty.
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 (2024: none).
Performance obligations
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.
2025
2024
£’000
£’000
Performance obligations due to be satisfied within one year ...
...
...
...
69,467
48,932
Performance obligations due to be satisfied between two to three years
...
...
81,818
91,239
Performance obligations due to be satisfied between four to five years
...
...
43,235
20,596
Performance obligations due to be satisfied after more than five years
...
...
6,969
2,743
201,489
163,510
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.
5.
Expenses and auditor’s remuneration
The following are included in profit before taxation:
Charged / (credited) to the statement of profit or loss
Depreciation:
Owned assets ...
...
...
...
...
...
...
...
...
...
...
Right-of-use assets
...
...
...
...
...
...
...
...
...
...
Amortisation and impairment of intangible assets ...
...
...
...
...
...
Loss / (profit) on sale of property, plant and equipment ...
...
...
...
...
Research expenditure
...
...
...
...
...
...
...
...
...
...
Impairment of trade receivables charged
to the statement of profit or loss
...
...
...
...
...
...
...
Realised currency (gains) / losses
...
...
...
...
...
...
...
...
Unrealised currency losses (gains)
...
...
...
...
...
...
...
...
Fair value movement on unhedged currency contracts ...
...
...
...
...
Hedge reserve ineffectiveness losses / (gains)
...
...
...
...
...
...
Fees receivable by the auditor and the auditor’s associates in respect of: ...
...
Audit of these financial statements
...
...
...
...
...
...
...
Audit of the financial statements of subsidiaries
...
...
...
...
...
Expenses relating to short-term property leases ...
...
...
...
...
...
Expenses relating to short-term plant and equipment leases ...
...
...
...
Expenses relating to leases of low-value assets
...
...
...
...
...
...
Government grants received
...
...
...
...
...
...
...
...
...
2025
2024
£’000
£’000
6,663
6,607
1,346
1,497
1,580
1,341
126
(29)
1,361 2,598
159
60
(866)
1,153
1,231(567)
140
2
-
(461)
133
88
475
369
338
140
151
197
16
17
-
(24)
The fair value movement on unhedged currency contracts and ineffectiveness are reported within administrative
expenses.
67
NOTES TO THE FINANCIAL STATEMENTS
6.
Staff numbers and costs
The average number of persons employed by the Group (including Directors) during the year, analysed by category,
was as follows:
2025
2024
£’000
£’000
Subsidiary employees
...
...
...
...
...
...
...
...
...
...
1,194
1,169
Goodwin PLC Company employees ...
...
...
...
...
...
...
...
59
56
1,253
1,225
2025
2024
The aggregate payroll costs of these persons were as follows:
£’000
£’000
54,975
Wages and salaries ...
...
...
...
...
...
...
...
...
...
52,699
Social security costs ...
...
...
...
...
...
...
...
...
...
5,545
5,037
Other pension costs ...
...
...
...
...
...
...
...
...
...
1,787
1,660
62,307
59,396
2025
2024
Payroll costs are reported as follows:
£’000
£’000
29,180
Cost of sales
...
...
...
...
...
...
...
...
...
...
27,211
Selling and distribution costs
...
...
...
...
...
...
...
...
5,369
4,434
Administrative expenses
...
...
...
...
...
...
...
...
...
27,758
27,751
62,307
59,396
Details of the Directors’ remuneration can be found within the Directors’ Remuneration Report on pages 36 to 38.
The emoluments of the highest paid Director were £451,000 (2024: £435,000). On 30th April, 2025, one Director
was a member of a defined benefit contribution pension scheme (2024: one).
68
NOTES TO THE FINANCIAL STATEMENTS
7. Finance income and costs
2025
2024
£’000
£’000
Income from interest rate swap ...
...
...
...
...
...
...
...
...
1,210
1,269
Other interest income
...
...
...
...
...
...
...
...
...
...
95
145
Finance income...
...
...
...
...
...
...
...
...
...
...
1,305
1,414
Interest expense on lease liabilities
...
...
...
...
...
...
...
...
502
693
Interest expense on bank loans and overdrafts
...
...
...
...
...
...
3,321
4,310
Capitalised interest on assets in the course of construction
...
...
...
...
(858)
(719)
Finance costs
...
...
...
...
...
...
...
...
...
...
2,965
4,284
Finance costs (net)
...
...
...
...
...
...
...
...
...
...
1,660
2,870
The average interest rate used to calculate capitalised interest was 5.02% (2024: 5.02%). This takes into account the
benefit of the interest rate swap.
8.
Taxation
Recognised in profit or loss
2025
2024
Current tax expense
£’000
£’000
Current year
...
...
...
...
...
...
...
...
...
...
...
6,880
3,207
Under provision in prior years
...
...
...
...
...
...
...
...
188
70
7,068
3,277
Deferred tax expense
Origination and reversal of temporary differences
1,376
– current year (see below)
...
...
...
...
...
...
...
...
3,460
Origination and reversal of temporary differences
(362)
– (over) / under-provision in prior years ...
...
...
...
...
...
...
(246)
1,014
3,214
Total tax expense
...
...
...
...
...
...
...
...
...
...
8,082
6,491
UK corporation tax
The tax charge on the face of the profit or 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 100%, and in
previous recent tax years, up to 130% first year capital allowances on certain assets purchased during the year. 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 and the Super Deduction tax scheme 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 2025 and financial year 2024
and a significant deferred tax charge of 13% 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, most of the plant and equipment
expenditure is 100% offset against the profits in the year of expenditure and so produces a very low 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.
69
NOTES TO THE FINANCIAL STATEMENTS
8. Taxation (continued)
Reconciliation of effective tax rate
2025
2024
£’000
£’000
Profit before taxation
...
...
...
...
...
...
...
...
...
...
34,260
24,207
Tax using the UK corporation tax rate of 25.00% (2024: 25.00%) ...
...
...
...
8,565
6,052
Tax effect of non-deductible / (taxable) amounts in calculating taxable income:
(291)
Non-taxable income ...
...
...
...
...
...
...
...
...
...
...
(11)
Non-deductible expenses ...
...
...
...
...
...
...
...
...
...
436
325
Other permanent timing differences
...
...
...
...
...
...
...
...
(107)
(14)
Over provision in prior years
...
...
...
...
...
...
...
...
...
(174)
(176)
Losses not recognised ...
...
...
...
...
...
...
...
...
...
...
18
163
Losses utilised where a deferred tax asset was not recognised ...
...
...
...
(670)
-
Withholding tax unrelieved ...
...
...
...
...
...
...
...
...
...
755
389
Difference in overseas tax rates ...
...
...
...
...
...
...
...
...
(439)
(227)
Effect of equity accounting for associate ...
...
...
...
...
...
...
...
(11)
(10)
Total tax expense
...
...
...
...
...
...
...
...
...
...
8,082
6,491
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
2025
2024
£’000
£’000
Deferred tax charge on the cash flow hedge and cost of hedging reserve
...
...
(839)
(99)
9. Earnings per share
Number of
ordinary shares
Ordinary shares in issue
2025
2024
7,509,600
Opening shares in issue
...
...
...
...
...
...
...
...
...
...
7,689,600
Shares bought back in the year (note 25) ...
...
...
...
...
...
...
...
-
(180,000)
Total ordinary shares
...
...
...
...
...
...
...
...
...
...
7,509,600
7,509,600
Weighted average number of ordinary shares in issue
...
...
...
...
...
7,509,600
7,527,797
2025
2024
£’000
£’000
Relevant post-tax profits attributable to ordinary shareholders ...
...
...
...
24,569
16,902
2025
2024
pence
pence
Basic and diluted earnings per share
...
...
...
...
...
...
...
...
327.17
224.53
10. Dividends
2025
2024
£’000
£’000
Paid ordinary dividends during the year in respect of prior years
9,988
133p (2024: 115p) per qualifying ordinary share
...
...
...
...
...
...
8,636
After the balance sheet date an ordinary dividend of 280 pence per qualifying ordinary share was proposed by the
Directors (2024: Ordinary dividend of 133 pence).
The proposed current year ordinary dividend of £21,027,000 (2024: Proposed ordinary dividend of £9,988,000) has not
been recognised as a liability within these financial statements.
70
NOTES TO THE FINANCIAL STATEMENTS
11. Property, plant and equipment
Assets in
Other
course of
Land and
Plant and
equipment
construct-
buildings
machinery
son
Total
Cost
£’000
£’000
£’000
£’000
£’000
59,953
94,849
6,472
19,632
180,906
Balance at 1st May, 2024 ...
...
...
Additions ...
...
...
...
...
2,528
1,510
442
10,530
15,010
Reclassification ...
...
...
...
1,098
2,699
-
(3,797)
-
Transfer from 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
13,287
57,277
5,005
-
75,569
Balance at 1st May, 2024 ...
...
...
Charged in year ...
...
...
...
1,808
4,481
374
-
6,663
Transfer from 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 1st May, 2024 ...
...
...
46,666
37,572
1,467
19,632
105,337
As at 30th April, 2025
...
...
47,680
40,949
1,884
26,319
116,832
Cost
Balance at 1st May, 2023 ...
...
...
52,376
89,798
6,576
22,637
171,387
Additions ...
...
...
...
...
3,476
2,884
489
9,572
16,421
Reclassification - others ...
...
...
4,881
7,511
-
(12,392)
-
Transfer to ROU*
...
...
...
-
(4,723)
-
-
(4,723)
Disposals ...
...
...
...
...
(382)
(400)
(498)
(110)
(1,390)
Exchange adjustment ...
...
...
(398)
(221)
(95)
(75)
(789)
Balance at 30th April, 2024
...
59,953
94,849
6,472
19,632
180,906
Depreciation
Balance at 1st May, 2023 ...
...
...
12,062
53,077
5,005
-
70,144
Charged in year ...
...
...
...
1,605
4,468
534
-
6,607
Transfer to ROU*
...
...
...
-
80
-
-
80
Disposals ...
...
...
...
...
(258)
(304)
(465)
-
(1,027)
Exchange adjustment ...
...
...
(122)
(44)
(69)
-
(235)
Balance at 30th April, 2024
...
13,287
57,277
5,005
-
75,569
Net book value
As at 30th April, 2024
...
...
46,666
37,572
1,467
19,632
105,337
*
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 £15 million on property, plant and equipment. The major items purchased during
the year were the continued investment in the plant for Duvelco, completion of the India Refractory building, construction
of a building in Germany, purchase of pressing equipment for polyimide in Germany and purchase of land for Goodwin
Steel Castings.
Other equipment
Other equipment comprises motor vehicles, IT hardware and office equipment.
Assets in course of construction
2025
2024
£’000
£’000
Land and buildings ...
...
...
...
...
...
...
...
...
...
...
4,970
2,757
Plant and machinery ...
...
...
...
...
...
...
...
...
...
...
21,349
16,875
71
26,319
19,632
NOTES TO THE FINANCIAL STATEMENTS
11.
Property, plant and equipment (continued)
Depreciation
Depreciation is reported as follows:
Cost of sales
...
...
...
...
...
...
...
...
...
...
...
Administrative expenses
...
...
...
...
...
...
...
...
...
...
Security
The net book value of assets pledged as security for borrowings (note 20) is:
Land and buildings
...
...
...
...
...
...
...
...
...
...
...
Plant and machinery ...
...
...
...
...
...
...
...
...
...
...
12. Right-of-use assets
2025
2024
£’000
£’000
6,453
6,383
210
224
6,663
6,607
2025
2024
£’000
£’000
1,432
7,271
4,086
4,537
5,518
11,808
Land and
Plant and
Other
buildings
machinery
equipment
Total
Cost
£’000
£’000
£’000
£’000
2,934
10,312
2,004
15,250
Balance at 1st May, 2024 ...
...
...
Additions ...
...
...
...
...
77
15
55
147
Transfer to property, plant and equipment
-
(4,359)
(2,021)
(6,380)
Disposals ...
...
...
...
...
(149)
-
(41)
(190)
Exchange adjustment ...
...
...
(95)
-
3
(92)
Balance at 30th April, 2025
...
2,767
5,968
-
8,735
Depreciation
1,059
1,119
1,328
3,506
Balance at 1st May, 2024 ...
...
...
Charged in year ...
...
...
...
448
587
311
1,346
Transfer to 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 1st May, 2024 ...
...
...
1,875
9,193
676
11,744
As at 30th April, 2025
...
...
1,472
4,583
-
6,055
Cost
Balance at 1st May, 2023 ...
...
...
2,646
5,452
1,829
9,927
Additions ...
...
...
...
...
1,418
150
180
1,748
Transfer from property, plant and equipment
-
4,723
-
4,723
Disposals ...
...
...
...
...
(1,078)
-
-
(1,078)
Exchange adjustment ...
...
...
(52)
(13)
(5)
(70)
Balance at 30th April, 2024
...
2,934
10,312
2,004
15,250
Depreciation
Balance at 1st May, 2023 ...
...
...
1,511
748
905
3,164
Charged in year ...
...
...
...
615
457
425
1,497
Transfer from property, plant and equipment
-
(80)
-
(80)
Disposals ...
...
...
...
...
(1,035)
-
-
(1,035)
Exchange adjustment ...
...
...
(32)
(6)
(2)
(40)
Balance at 30th April, 2024
...
1,059
1,119
1,328
3,506
Net book value
As at 30th April, 2024
...
...
1,875
9,193
676
11,744
72
NOTES TO THE FINANCIAL STATEMENTS
12. Right-of-use assets (continued)
Depreciation
2025
2024
Depreciation is reported as follows:
£’000
£’000
Cost of sales
...
...
...
...
...
...
...
...
...
...
...
780
882
Administrative expenses ...
...
...
...
...
...
...
...
...
...
566
615
1,346
1,497
13.
Investments in subsidiaries
The Group has the following principal subsidiaries. Non-principal subsidiaries are listed in note 32:
Company name
Registered
Country of
Class of
Subsidiaries:
address*
Incorporation
shares held
% held
Mechanical Engineering:
100.0
Goodwin Steel Castings Limited ...
...
...
1
England and Wales
Ordinary
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 Company Limited ...
...
5
China
Ordinary
100.0
Noreva GmbH ...
...
...
...
...
...
6
Germany
Ordinary
100.0
Goodwin Indústria e Comércio de Bombas
100.0
Submersas Ltda
...
...
...
...
...
7
Brazil
Ordinary
Internet Central Limited
...
...
...
...
1
England and Wales
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
Duvelco Limited
...
...
...
...
...
1
England and Wales
Ordinary
100.0
Refractory Engineering:
100.0
Goodwin Refractory Services Limited ...
...
1
England and Wales
Ordinary
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
*The registered address for each company can be found in note 34.
**During the year, Easat Radar Systems India Private Limited was merged with Goodwin Pumps India Private Limited.
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.
Non-controlling interests (NCI)
The following subsidiaries each have non-controlling interests:
Company name
Registered
Country of
Class of
% held
Subsidiaries:
address*
Incorporation
shares held
by NCI
Mechanical Engineering:
23.0
Easat Radar Systems Limited
...
...
...
1
England and Wales
Ordinary
Goodwin Korea Company Limited ...
...
...
3
South Korea
Ordinary
5.0
Easat Finland Oy
...
...
...
...
...
9
Finland
Ordinary
23.0
Refractory Engineering:
38.5
Goodwin Refractory Services (Thailand) Limited
10
Thailand
Ordinary
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
*The registered address for each company can be found in note 34.
73
NOTES TO THE FINANCIAL STATEMENTS
13.
Investments in subsidiaries (continued)
Non-controlling interests (NCI) (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 each segment have
similar characteristics and risk profiles, to provide additional information on these companies.
Non-controlling interests (NCI) - movements in reserves by segment
Year ended 30th April, 2025
Year ended 30th April, 2024
Mechanical
Refractory
Total
Mechanical
Refractory
Total
Engineering
Engineering
Engineering
Engineering
Profit / (loss) allocated
£’000
£’000
£’000
£’000
£’000
£’000
320
1,289
1,609
to NCI
(226)
1,040
814
Dividends paid to NCI
-
(1,973)
(1,973)
-
(473)
(473)
Accumulated reserves
(766)
4,811
4,045
(1,168)
5,537
4,369
held by NCI
Non-controlling interests (NCI) - summarised financial information
The 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, 2025
Year ended 30th April, 2024
Mechanical
Refractory
Total
Mechanical
Refractory
Total
Engineering
Engineering
Engineering
Engineering
Non-current assets
£’000
£’000
£’000
£’000
£’000
£’000
2,630
10,337
12,967
5,000
11,083
16,083
Current assets
20,185
15,913
36,098
8,026
16,790
24,816
Current liabilities
(20,390)
(6,442)
(26,832)
(4,531)
(5,889)
(10,420)
Non-current liabilities
(861)
(97)
(958)
(8,416)
(183)
(8,599)
Total net assets
1,564
19,711
21,275
79
21,801
21,880
Revenue
21,204
28,497
49,701
10,160
25,129
35,289
Profit / (loss) for the year
1,177
4,258
5,435
(1,062)
3,327
2,265
excluding dividend income
Total comprehensive
869
9,622
10,491
(1,175)
4,429
3,254
income
Net cash flow from
539
10,718
11,257
(3,684)
4,337
653
operating activities
Net cash flow from
(402)
(153)
(555)
(319)
(846)
(1,165)
investing activities
Net cash flow from
(14)
(11,440)
(11,454)
4,014
(2,052)
1,962
financing activities
14. Investment in associate
The Group’s share of profit after tax in its immaterial associate for the year ended 30th April, 2025 was £65,000
(2024: £69,000).
Summary financial information of the Group’s share of its associate company is as follows:
2025
2024
£’000
£’000
Balance at 1st May ...
...
...
...
...
...
...
...
...
...
...
828
964
Profit before tax
...
...
...
...
...
...
...
...
...
...
...
76
79
Tax
...
...
...
...
...
...
...
...
...
...
...
(11)
(10)
Dividends
...
...
...
...
...
...
...
...
...
...
...
(156)
(131)
Exchange adjustment
...
...
...
...
...
...
...
...
...
...
38
(74)
...
...
...
...
...
...
...
...
...
...
Balance at 30th April
775
828
Assets
...
...
...
...
...
...
...
...
...
...
...
794
844
Liabilities
...
...
...
...
...
...
...
...
...
...
...
(19)
(16)
775
828
74
NOTES TO THE FINANCIAL STATEMENTS
15. Intangible assets
Brand
names
and
Manufact-SoftwareDevelop-
intellectual
uring
and
ment
Goodwill
property
rights
licences
costs
Total
Cost
£’000
£’000
£’000
£’000
£’000
£’000
9,888
10,157
4,919
1,929
13,981
40,874
Balance at 1st May, 2024 ...
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
339
7,400
2,897
1,306
3,032
14,974
Balance at 1st May, 2024 ...
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
As at 1st May, 2024 ...
9,549
2,757
2,022
623
10,949
25,900
As at 30th April, 2025
9,749
2,485
1,746
552
13,138
27,670
Cost
Balance at 1st May, 2023 ...
10,071
10,190
4,955
1,444
12,522
39,182
Additions ...
...
...
-
28
-
553
1,456
2,037
Disposals ...
...
...
-
-
(17)
(48)
-
(65)
Exchange adjustment ...
(183)
(61)
(19)
(20)
3
(280)
Balance at 30th April, 2024
9,888
10,157
4,919
1,929
13,981
40,874
Amortisation and impairment
Balance at 1st May, 2023 ...
339
7,114
2,610
1,231
2,440
13,734
Amortisation for the year
-
304
306
139
592
1,341
Disposals ...
...
...
-
-
(17)
(48)
-
(65)
Exchange adjustment ...
-
(18)
(2)
(16)
-
(36)
Balance at 30th April, 2024
339
7,400
2,897
1,306
3,032
14,974
Net book value
As at 30th April, 2024
9,549
2,757
2,022
623
10,949
25,900
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 or 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.
75
NOTES TO THE FINANCIAL STATEMENTS
15.
Intangible assets (continued)
Impairment testing for cash-generating units containing intangible assets (continued)
2025
2024
Other
Other
intangible
intangible
Property
assets
Property
assets
plant and
(excluding
plant and
(excluding
equipment
Goodwill
software)
Total
equipment
Goodwill
software)
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Mechanical Engineering
Duvelco
19,004
-
4,350
23,354
15,902
-
2,578
18,480
Noreva
7,931
4,661
-
12,592
4,642
4,490
-
9,132
Easat Group
273
1,214
3,464
4,951
341
1,193
3,125
4,659
Other
-
-
2,766
2,766
-
-
2,952
2,952
Refractory Engineering
Goodwin Refractory
3,217
3,346
-
6,563
Services Holdings Ltd
3,429
3,346
-
6,775
Perlite and
-
-
1,334
1,334
vermiculite
710
-
1,568
2,278
Castaldo
-
-
2,035
2,035
154
-
2,144
2,298
Other
-
528
3,420
3,948
-
520
3,361
3,881
Total
30,425
9,749
17,369
57,543
25,178
9,549
15,728
50,455
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.
2025
2024
Mechanical Engineering
%
%
0-10
Growth rates
...
...
...
...
...
...
...
...
...
...
...
0-10
Pre-tax weighted average cost of capital
...
...
...
...
...
...
...
10-11
10-11
Refractory Engineering
3-13
Growth rates
...
...
...
...
...
...
...
...
...
...
...
0-7
Pre-tax weighted average cost of capital
...
...
...
...
...
...
...
9-10
10-11
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 £23 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.
76
NOTES TO THE FINANCIAL STATEMENTS
15.
Intangible assets (continued)
Impairment testing for cash-generating units containing intangible assets (continued)
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 £23 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 commercial sales are expected to
occur by the end of the 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 our investment in this area.
16. Derivative financial assets
2025
2024
Due within one year
Note
£’000
£’000
Interest rate swap ...
...
...
...
...
...
...
...
...
...
875
1,228
Derivative assets designated as cash flow hedging instruments ...
...
2,838
743
Derivative assets not designated as cash flow hedging instruments
...
744
36
4,457
2,007
Due after more than one year
Interest rate swap ...
...
...
...
...
...
...
...
...
...
3,913
4,814
Derivative assets designated as cash flow hedging instruments ...
...
2,148
902
6,061
5,716
Total
Interest rate swap ...
...
...
...
...
...
...
...
...
...
4,788
6,042
Derivative assets designated as cash flow hedging instruments ...
...
4,986
1,645
Derivative assets not designated in a cash flow relationship ...
...
...
744
36
27(d)
10,518
7,723
2025
2024
Maturity date - interest rate swap
...
...
...
...
...
...
...
August 2031
August 2031
May 2025
May 2024
Maturity date - derivative assets
...
...
...
...
...
...
...
December 2029
April 2027
17. Inventories
2025
2024
Net balances
£’000
£’000
Raw materials and consumables
...
...
...
...
...
...
...
...
20,750
21,840
Work in progress ...
...
...
...
...
...
...
...
...
...
...
7,174
14,240
Finished goods
...
...
...
...
...
...
...
...
...
...
...
11,172
10,729
39,096
46,809
Provisions held
Raw materials and consumables
...
...
...
...
...
...
...
...
(701)
(533)
Work in progress ...
...
...
...
...
...
...
...
...
...
...
(1,979)
(1,320)
Finished goods
...
...
...
...
...
...
...
...
...
...
...
(420)
(555)
(3,100)
(2,408)
Inventory impairment charge
...
...
...
...
...
...
...
...
1,647
881
Release of inventory impairment
...
...
...
...
...
...
... ...
128
-
77
NOTES TO THE FINANCIAL STATEMENTS
18. Trade and other receivables
Balances due within one year
2025
2024
£’000
£’000
Trade receivables ...
...
...
...
...
...
...
...
...
... ...
35,931
26,364
Other financial assets
...
...
...
...
...
...
...
...
... ...
1,816
1,443
Advance payments to suppliers ...
...
...
...
...
...
...
... ...
1,228
423
Prepayments and other non-financial assets
...
...
...
...
... ...
2,917
3,473
Deferred tax asset (see note 24) ...
...
...
...
...
...
...
... ...
498
191
42,390
31,894
Financial assets
...
...
...
...
...
...
...
...
...
... ...
37,747
27,807
Non-financial assets ...
...
...
...
...
...
...
...
...
... ...
4,643
4,087
42,390
31,894
19. Cash and cash equivalents
2025
2024
£’000
£’000
Cash in hand
...
...
...
...
...
...
...
...
...
... ...
58
72
Bank balances
...
...
...
...
...
...
...
...
...
... ...
16,585
30,606
16,643
30,678
20.
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 a property in Germany together with furnaces in the UK (see
note 11). For more information about the Group’s exposure to interest rate and foreign currency risk, see note 27.
Year ended 30th April, 2025
Year ended 30th April, 2024
Non-current
Current
Total
Non-current
Current
Total
liabilities
liabilities
liabilities
liabilities
liabilities
liabilities
£’000
£’000
£’000
£’000
£’000
£’000
Bank overdrafts
...
-
-
-
-
48
48
Bank loans - repayable
1,303
893
2,196
by instalments
...
5,966
1,106
7,072
Bank loans - revolving
12,000
14,000
26,000
49,000
10,000
59,000
Lease liabilities
...
2,404
1,527
3,931
6,940
2,873
9,813
15,707
16,420
32,127
61,906
14,027
75,933
The current revolving loan facility, included in current liabilities has been re-financed after the year-end.
78
NOTES TO THE FINANCIAL STATEMENTS
20.
Borrowings (continued)
Reconciliation of liabilities arising from financing activities
Bank overdrafts
Bank loans -
used for cash
repayable by
Bank loans -
Lease
management
instalments
revolving
liabilities
Total
Opening balance at
£’000
£’000
£’000
£’000
£’000
48
7,072
59,000
9,813
75,933
1st May, 2024 ...
...
Cash flows:
Proceeds from new loans
-
-
12,000
-
12,000
Repayment of borrowings
-
(4,837)
(45,000)
(6,073)
(55,910)
Change in bank overdrafts
(48)
-
-
-
(48)
Non-cash movements:
New leases
-
-
-
205
205
Interest charge
-
(13)
-
-
(13)
Foreign exchange
-
(26)
-
(14)
(40)
movement
Closing balance
-
2,196
26,000
3,931
32,127
30th April, 2025
Opening balance at
1st May, 2023 ...
...
119
8,139
39,500
6,227
53,985
Cash flows:
Proceeds from new loans
-
98
23,000
-
23,098
Repayment of borrowings
-
(1,152)
-
(2,910)
(4,062)
Change in bank overdrafts
(71)
-
-
-
(71)
Non-cash movements
Conversion of loan to lease
-
-
(3,500)
3,500
-
New leases
-
-
-
3,040
3,040
Foreign exchange
movement
...
...
-
(13)
-
(44)
(57)
Closing balance
48
7,072
59,000
9,813
75,933
30th April, 2024
79
NOTES TO THE FINANCIAL STATEMENTS
20.
Borrowings (continued)
Contractual undiscounted cash flows
Year ended 30th April, 2025
Year ended 30th April, 2024
Minimum
Minimum
loan
Interest
Principal
loan
Interest
Principal
payments
payments
Bank loans - repayable
£’000
£’000
£’000
£’000
£’000
£’000
by instalments
942
49
893
Within one year
...
1,471
365
1,106
Within two to
...
...
598
36
562
2,427
592
1,835
three years
Within four to
...
...
164
26
138
1,072
484
588
five years
After more than five years
654
51
603
4,968
1,425
3,543
Lease liabilities
2,358
162
2,196
9,938
2,866
7,072
1,690
163
1,527
Within one year
...
3,430
557
2,873
Within two to
...
...
1,768
121
1,647
5,296
572
4,724
three years
Within four to
...
...
423
44
379
1,777
111
1,666
five years
After more than five years
407
29
378
598
48
550
4,288
357
3,931
11,101
1,288
9,813
21. Trade and other payables
2025
2024
£’000
£’000
Trade payables
... ... ... ... ... ... ... ... ... ...
...
21,303
20,432
Other financial liabilities ... ... ... ... ... ... ... ... ...
...
1,257
2,144
Other taxation and social security
... ... ... ... ... ... ...
...
2,850
3,092
Accrued expenses ... ... ... ... ... ... ... ... ... ...
...
11,391
4,904
Advance payments from customers ... ... ... ... ... ... ...
...
358
258
37,159
30,830
Financial liabilities ... ... ... ... ... ... ... ... ... ...
...
36,801
30,572
Non-financial liabilities ... ... ... ... ... ... ... ... ...
...
358
258
37,159
30,830
22. Derivative financial liabilities
2025
2024
Due within one year
Note
£’000
£’000
Derivative liabilities designated as cash flow hedging instruments
...
201
247
Derivative liabilities not designated as cash flow hedging instruments ...
55
4
256
251
Due after more than one year
428
Derivative liabilities designated as cash flow hedging instruments
...
277
428
277
Total
Derivative liabilities designated as cash flow hedging instruments
...
629
524
Derivative liabilities
not designated as cash flow hedging instruments ...
55
4
27 (d)
684
528
2025
2024
May 2025 -
May 2024 -
Maturity dates
... ... ... ... ... ... ... ... ... ...
October 2029
April 2029
80
NOTES TO THE FINANCIAL STATEMENTS
23. Provisions
2025
2024
£’000
£’000
Balance at 1st May
...
...
...
...
...
...
...
...
... ...
505
512
Increase in provision...
...
...
...
...
...
...
...
...
... ...
206
172
Release of provision ...
...
...
...
...
...
...
...
...
... ...
(211)
(164)
Provision utilised
(7)
-
Exchange adjustment
...
...
...
...
...
...
...
...
... ...
(1)
(15)
Balance at 30th April...
...
...
...
...
...
...
...
... ...
492
505
Warranty due within one year ...
...
...
...
...
...
...
... ...
223
231
Warranty due after one year
...
...
...
...
...
...
...
... ...
269
274
Balance at 30th April...
...
...
...
...
...
...
...
... ...
492
505
Provisions include 1-3 year warranties for products sold.
24.
Deferred tax assets and liabilities
Deferred tax balances are attributable to the following:
Year ended 30th April, 2025
Year ended 30th April, 2024
Assets
Liabilities
Net
Assets
Liabilities
Net
Property, plant and
£’000
£’000
£’000
£’000
£’000
£’000
47
(13,496)
(13,449)
equipment
...
...
67
(12,738)
(12,671)
Intangible assets
...
-
(2,179)
(2,179)
-
(2,043)
(2,043)
Derivative financial
-
(1,307)
(1,307)
instruments
...
...
34
(329)
(295)
Tax losses
...
...
393
-
393
23
-
23
Other temporary
655
(563)
92
differences
...
...
688
(310)
378
1,095
(17,545)
(16,450)
812
(15,420)
(14,608)
Deferred tax balances are reported in the balance sheet as follows:
2025
2024
£’000
£’000
Deferred tax asset (see note 18)
...
...
...
...
...
...
... ...
498
191
Deferred tax liability ...
...
...
...
...
...
...
...
...
... ...
(16,948)
(14,799)
(16,450)
(14,608)
81
NOTES TO THE FINANCIAL STATEMENTS
24.Deferred tax assets and liabilities (continued)
Property
Derivative
Other
plant and
Intangible
financial
Tax
temporary
equipment
assets
instruments
losses
differences
Total
Balance at
£’000
£’000
£’000
£’000
£’000
£’000
(12,671)
(2,043)
(295)
23
378
(14,608)
1st May, 2024
Recognised in:
- Profit and loss
(800)
(136)
(174)
371
(275)
(1,014)
- Other
comprehensive
-
-
(839)
-
-
(839)
income
Exchange adjustment
22
-
1
(1)
(11)
11
Balance at
(13,449)
(2,179)
(1,307)
393
92
(16,450)
30th April, 2025
Balance at
1st May, 2023
(10,092)
(2,021)
(79)
350
536
(11,306)
Recognised in:
- Profit and loss
(2,584)
(22)
(117)
(327)
(164)
(3,214)
- Other
comprehensive
income
-
-
(99)
-
-
(99)
Exchange adjustment
5
-
-
-
6
11
Balance at
(12,671)
(2,043)
(295)
23
378
(14,608)
30th April, 2024
Deferred tax assets not recognised on losses
2025
2024
£’000
£’000
Gross tax losses
...
...
...
...
...
...
...
...
...
... ...
716
3,062
Deferred tax assets not recognised ...
...
...
...
...
...
... ...
73
681
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.
25.Capital and reserves
Share capital
2025
2024
Authorised, allotted, called up and fully paid:
£’000
£’000
751
As 1st May 7,509,600 (2024: £7,689,600) ordinary shares of 10p each
... ...
769
Buy back of nil (2024: 180,000) ordinary shares of 10p each
... ... ...
-
(18)
At 30th April 7,509,600 (2024: 7,509,600) ordinary shares of 10p each
... ...
751
751
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.
The Company announced on 5th May, 2023 that it was proceeding with a Tender offer to tender up to 180,000 of its
ordinary shares at the tender price of £48 per ordinary share. The tender offer was subsequently approved at a General
Meeting that was held on 30th May, 2023 and the following day the offer ended. The offer was oversubscribed by 229%
and, of the total number of Ordinary Shares validly tendered, all 180,000 Ordinary Shares have been purchased by the
Company, and on 7th June, 2023 were cancelled off the register. The total cost of Ordinary Shares purchased was £8.87
million.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements
of foreign operations.
82
NOTES TO THE FINANCIAL STATEMENTS
25.Capital and reserves (continued)
Share-based payment reserve
The share-based payments reserve is a non-cash-impacting provision, as required by IFRS 2, relating to the Equity
Long-Term Incentive Plan (LTIP), which vested at 1st May, 2019. As all share options have now been exercised and the
Company has no follow-on LTIP incentive plans in place or proposed, the balance on the reserve was transferred to
retained earnings in the previous year.
Cash flow hedge reserve and cost of hedging reserve
2025
2024
Note
£’000
£’000
Derivative assets designated as cash flow hedging instruments ...
...
16
4,986
1,645
Derivative liabilities designated as cash flow hedging instruments ...
...
22
(629)
(524)
Derivatives recycled before maturity ...
...
...
...
...
...
...
-
58
Gross balances in the hedging reserves for continuing hedges
4,357
1,179
Balance remaining in the hedge reserve for which hedge accounting
177
is no longer applied ...
...
...
...
...
...
...
...
...
...
(676)
Deferred tax balance recognised in other comprehensive income ...
...
(1,134)
(295)
3,400
208
Cash flow hedge reserve
3,657
Attributable to equity holders of the parent
...
...
...
...
...
633
Attributable to non-controlling interests ...
...
...
...
...
...
73
1
3,730
634
Cost of hedging reserve
(317)
Attributable to equity holders of the parent
...
...
...
...
...
(426)
Attributable to non-controlling interests ...
...
...
...
...
...
(13)
-
(330)
(426)
Total
3,400
208
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:
2025
2024
£’000
£’000
Highly probable forecast sales ...
...
...
...
...
...
...
...
(4,440)
(1,195)
Highly probable forecast purchases ...
...
...
...
...
...
...
83
16
Derivative forward exchange contracts
...
...
...
...
...
...
4,357
1,121
-
(58)
26.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,
2025, the capital used was £151.8 million (2024: £165.2 million) as shown in the following table:
83
NOTES TO THE FINANCIAL STATEMENTS
26.Capital management (continued)
2025
2024
£’000
£’000
Cash and cash equivalents
...
...
...
...
...
...
...
... ...
(16,643)
(30,678)
Total lease liabilities ...
...
...
...
...
...
...
...
...
... ...
3,931
9,813
Bank overdrafts
...
...
...
...
...
...
...
...
...
... ...
-
48
Bank loans - repayable by instalments
...
...
...
...
...
... ...
2,196
7,072
Bank loans - rolling credit facilities ...
...
...
...
...
...
... ...
26,000
59,000
Net debt in accordance with IFRS 16 ...
...
...
...
...
...
... ...
15,484
45,255
Operating lease debt (former IAS 17 definition) ...
...
...
...
... ...
(1,859)
(2,324)
Relevant net debt for KPI purposes ...
...
...
...
...
...
... ...
13,625
42,931
Total equity attributable to equity holders of the parent ...
...
...
... ...
138,163
122,281
Capital
151,788
165,212
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, 2025 net debt was £13.6 million (2024: £42.9 million). The
gearing ratio is 9.9% (2024: 35.1%).
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 27 (b).
There were no changes in the Group’s approach to capital management during the year, although during the year it has
reduced the net debt to reduce bank interest costs.
27.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.
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.
84
NOTES TO THE FINANCIAL STATEMENTS
27. 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:
2025
2024
Note
£’000
£’000
Contract assets
...
...
...
...
...
...
...
...
4
24,310
22,027
Trade receivables ...
...
...
...
...
...
...
...
18
35,931
26,364
Other financial assets due within one year ...
...
...
...
18
1,816
1,443
Cash at bank and cash equivalents ...
...
...
...
...
19
16,643
30,678
Derivative financial assets – due after more than one year ...
16
6,061
5,716
Derivative financial assets – due within one year ...
...
...
16
4,457
2,007
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:
2025
2024
£’000
£’000
UK ...
...
...
...
...
...
...
...
...
...
...
...
5,973
6,193
Rest of Europe ...
...
...
...
...
...
...
...
...
...
4,881
2,914
USA ...
...
...
...
...
...
...
...
...
...
...
...
5,860
3,441
Pacific Basin
...
...
...
...
...
...
...
...
...
...
12,110
6,836
Rest of World
...
...
...
...
...
...
...
...
...
...
7,107
6,980
35,931
26,364
The ageing of trade receivables and impairments at the reporting date was:
2025
Impairment
2024
Impairment
Net
Gross
Net
Gross
provision
provision
£’000
£’000
£’000
£’000
£’000
£’000
Current (Not past due)
...
28,281
28,293
(12)
18,781
18,781
-
1 - 30 days past due ... ...
4,813
4,813
-
3,846
3,846
-
31 - 90 days past due ... ...
2,388
2,399
(11)
2,361
2,379
(18)
More than 90 days past due
449
712
(263)
1,376
1,636
(260)
35,931
36,217
(286)
26,364
26,642
(278)
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:
2025
2025
£’000
£’000
Opening balance at 1st May
...
...
...
...
...
...
...
...
278
242
Increase in provision...
...
...
...
...
...
...
...
...
...
124
79
Release of provision ...
...
...
...
...
...
...
...
...
...
(54)
(34)
Provision utilised during the year
...
...
...
...
...
...
...
(48)
-
Exchange adjustment
...
...
...
...
...
...
...
...
...
(14)
(9)
Closing balance at 30th April ...
...
...
...
...
...
...
...
286
278
(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:
85
NOTES TO THE FINANCIAL STATEMENTS
27. Financial risk management (continued)
(b) Liquidity risk (continued)
2025
2024
£’000
£’000
Uncommitted
... ... ... ... ... ... ... ... ... ...
6,050
6,002
Committed
... ... ... ... ... ... ... ... ... ...
43,500
10,500
Total unutilised bank facilities
49,550
16,502
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.
After the year-end, the Group has renewed a revolving credit facility that was due to expire in July 2025 on a four year
term, as a prudent policy to ensure that guaranteed facilities and the appropriate level of headroom is available to 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.
Within
2-3 years
4-5 years
5+ years
Total
Carrying
1 year
value
£’000
£’000
£’000
£’000
£’000
£’000
Non-derivative financial
liabilities
Bank loans - repayable
941
598
164
654
2,357
2,196
by instalments ...
... ...
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
... ...
36,801
-
-
-
36,801
36,801
financial liabilities
Total non-derivatives
53,432
13,367
1,587
1,060
69,446
68,928
Derivatives financial liabilities
Forward exchange contracts:
(13,748)
(4,460)
(6,858)
-
(25,066)
-
(Inflow)
...
... ...
Outflow
...
... ...
13,987
4,414
7,381
-
25,782
684
Total derivatives
239
(46)
523
-
716
684
Within
2024 Contractual Cash Flows
Carrying
2-3 years
4-5 years
5+ years
Total
1 year
value
£’000
£’000
£’000
£’000
£’000
£’000
Non-derivative financial
liabilities
Bank overdrafts ...
... ...
48
-
-
-
48
48
Bank loans - repayable
1,471
2,445
1,073
4,968
9,957
7,072
by instalments ...
... ...
Bank loans - revolving ... ...
10,000
21,000
28,000
-
59,000
59,000
Lease liabilities ...
... ...
3,430
5,296
1,777
598
11,101
9,813
Trade and other
... ...
30,572
-
-
-
30,572
30,572
financial liabilities
Total non-derivatives
45,521
28,741
30,850
5,566
110,678
106,505
Derivatives financial liabilities
Forward exchange contracts:
(Inflow)
...
... ...
(30,870)
(22,291)
(4,091)
-
(57,252)
-
Outflow
...
... ...
31,087
22,433
4,197
-
57,717
528
Total derivatives
217
142
106
-
465
528
Bank loans repayable by instalments include a loan of £1 million with the final payment due in the year ended 30th April,
2039.
.
86
NOTES TO THE FINANCIAL STATEMENTS
27. 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 or 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 or 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.
87
NOTES TO THE FINANCIAL STATEMENTS
27. Financial risk management (continued)
(c)
Market risk (continued)
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.
US
Dollar
£’000
Non-derivatives
Trade and other
receivables
8,740
Cash and cash
equivalents
2,849
Trade and other
payables
(618)
Total non-derivatives
10,971
Derivatives - fair value
2025
US
2024
Euro
Other
Total
Euro
Other
Total
Dollar
£’000
£’000
£’000
£’000
£’000
£’000
£’000
3,312
6,374
18,426
7,682
1,534
32
9,248
206
172
3,227
1,585
15
38
1,638
(597)
(65)
(1,280)
(217)
(78)
(78)
(373)
2,921
6,481
20,373
9,050
1,471
(8)
10,513
Forward exchange
4,951
307
472
5,730
contracts - assets
1,650
30
-
1,680
Forward exchange
contracts -
(579)
(28)
(77)
(684)
liabilities
(380)
(58)
(90)
(528)
4,372
279
395
5,046
1,270
(28)
(90)
1,152
Derivatives - nominal value
Forward exchange
126,113
25,309
19,399
170,821
contracts - assets
78,187
22,099
111
100,397
Forward exchange
contracts -
13,018
4,037
8,817
25,872
42,709
10,865
3,677
57,251
liabilities
Total gross
139,131
29,346
28,216
196,693
120,896
32,964
3,788
157,648
contractual
cash flows
The following significant exchange rates applied during the year, for reporting purposes:
Exchange Rates
2025
2024
Average
Reporting
Average
Reporting
exchange rate
date spot rate
exchange rate
spot rate
US Dollar (USD)... ... ... ...
1.2811
1.3356
1,2577
1.2520
Euro (EUR)
... ... ... ...
1.1888
1.1749
1.1615
1.1710
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.
88
NOTES TO THE FINANCIAL STATEMENTS
27. Financial risk management (continued)
Hypothetical Sensitivity analysis (continued)
2024
2025
Effect on
Effect on profit
Effect on
Effect on
profit
equity
before tax
equity
before tax
£’000
£’000
£’000
£’000
GBP strengthens by 1% against USD
843
398
(843)
(244)
GBP strengthens by 1% against EUR
122
78
(199)
(22)
GBP weakens by 1% against USD
(860)
(406)
861
249
GBP weakens by 1% against EUR
(124)
(79)
203
22
(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 or 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.
2025
2024
Non
Fixed
Floating
Non
Fixed
Floating
interest-
Total
interest-
Total
rate
rate
bearing
rate
rate
bearing
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Cash and cash
-
16,643
-
16,643
equivalents
-
30,678
-
30,678
Contract assets
-
-
24,310
24,310
-
-
22,027
22,027
Trade and financial
-
-
37,747
37,747
assets
-
-
27,807
27,807
Derivative assets
-
-
10,518
10,518
-
-
7,723
7,723
Contract liabilities*
-
-
(55,162)
(55,162)
-
-
(34,124)
(34,124)
Trade and other
-
-
(36,801)
(36,801)
financial liabilities
-
-
(30,572)
(30,572)
Derivative liabilities
-
-
(684)
(684)
-
-
(528)
(528)
Bank overdrafts
-
-
-
-
-
(48)
-
(48)
Bank loans -
repayable by
(2,196)
-
-
(2,196)
instalments
(3,058)
(4,014)
-
(7,072)
Bank loans -
-
(26,000)
-
(26,000)
revolving
-
(59,000)
-
(59,000)
Lease liabilities
(1,937)
(1,994)
-
(3,931)
(2,558)
(7,255)
-
(9,813)
(4,133)
(11,351)
(20,072)
(35,556)
(5,616)
(39,639)
(7,667)
(52,922)
*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 (2024: £295,527).
89
NOTES TO THE FINANCIAL STATEMENTS
28.
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, 2025 and 30th April, 2024.
Year ended 30th April, 2025
Year ended 30th April, 2024
Carrying
Fair
Carrying
Fair value
Level
amount
value
amount
£’000
£’000
£’000
£’000
Financial assets
Amortised cost
Cash and cash equivalents
...
Other
16,643
16,643
30,678
30,678
Contract assets ...
...
...
Other
24,310
24,310
22,027
22,027
Trade receivables
...
...
Other
35,931
35,931
26,364
26,364
Other financial assets ...
...
Other
1,816
1,816
1,443
1,443
Fair value through profit and loss
744
744
Derivative financial assets
...
Level 2
36
36
Interest rate swap
...
...
Level 2
4,788
4,788
6,042
6,042
Fair value - hedging instrument
4,986
4,986
Derivative financial assets
...
Level 2
1,645
1,645
Total financial assets
...
89,218
89,218
88,235
88,235
Financial liabilities
Amortised cost
Contract liabilities
...
...
Other
55,162
55,162
34,124
34,124
Trade payables ...
...
...
Other
21,303
21,303
20,432
20,432
Other financial liabilities
...
Other
4,107
4,107
5,236
5,236
Lease liabilities ...
...
...
Other
3,931
4,288
9,813
11,101
Bank overdrafts
...
...
Other
-
-
48
48
Bank loans -
2,196
2,358
repayable by instalments
...
Other
7,072
9,938
Bank loans -
26,000
26,000
rolling credit facilities
...
Other
59,000
59,000
Fair value through profit and loss
55
55
Derivative financial liabilities
Level 2
4
4
Fair value - hedging instrument
629
629
Derivative financial liabilities
Level 2
524
524
Total financial liabilities ...
113,383
113,902
136,253
140,407
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.
90
NOTES TO THE FINANCIAL STATEMENTS
29.
Capital Commitments
Contracted capital commitments at 30th April, 2025 for which no provision has been made in these financial
statements were £5,985,188 (2024: £2,265,096).
30.
Guarantees and contingencies
The table below sets out the number and value of unexpired bank guarantee bonds as at 30th April, 2025 and 30th April,
2024. These guarantee bonds are required as part of the terms and conditions within our Mechanical Engineering
contracts.
2025
2024
£’000
£’000
142 guarantee and bonds contracts (2024: 154) ...
...
...
...
...
14,350
8,668
31. Subsequent events
After the balance sheet date an ordinary dividend of 280p per qualifying ordinary share was proposed by the Directors
(2024: Ordinary dividend of 133p).
The current year proposed ordinary dividend of £21,027,000 (2024: Proposed ordinary dividend of £9,988,000) has not
been recognised as a liability within these financial statements.
After the year-end, the Group has renewed a revolving credit facility, that was due to expire in July 2025, on a four year
term, as a prudent policy to ensure that guaranteed facilities and the appropriate level of headroom is available to the
Group.
32. Non-principal subsidiaries and associates
Registered
Country of
Class of
Company name
address*
Incorporation
shares held
% held
Non-principal Subsidiaries:
Mechanical Engineering:
Goodwin Engineering Training Company Limited
1
England and Wales
Ordinary
100.0
Easat Radar Systems India Private Limited
... ...
4
India
Ordinary
100.0
Goodwin Submersible Pumps West Africa Limited ...
17
Ghana
Ordinary
100.0
Aldercroft Development Limited
... ... ... ...
1
England and Wales
Ordinary
100.0
Refractory Engineering:
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
AVD Fire Limited
... ... ... ... ... ... ...
1
England and Wales
Ordinary
100.0
Group Centre:
Llwynderw Woodland 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 34.
All of the above companies are included as part of the consolidated accounts. The trading companies are all involved in
mechanical or refractory engineering.
33. 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.
2025
2024
£’000
£’000
Rental cost
... ... ... ... ... ... ... ... ... ... ...
288
290
91
NOTES TO THE FINANCIAL STATEMENTS
34.
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
17.
11, NII Ablade Kotey Avenue, East Legon, Accra, Ghana
92
NOTES TO THE FINANCIAL STATEMENTS
GOODWIN PLC
COMPANY BALANCE SHEET
at 30th April, 2025
2025
2024
Note
£’000
£’000
NON-CURRENT ASSETS
Property, plant and equipment …
…
…
…
…
…
…
C4
48,029
37,621
Investment properties ...
…
…
…
…
…
…
…
C4
35,987
36,791
Right-of-use assets...
… ...
…
…
…
…
…
…
C4
4,264
9,345
Investments ......... …
…
…
…
…
…
…
C5
29,843
29,832
Intangible assets ......
…
…
…
…
…
…
…
C6
14,797
15,398
Derivative financial assets
…
…
…
…
…
…
…
27, C7
3,913
4,837
Group receivables ...
… ...
…
…
…
…
…
…
C8
37,139
40,703
173,972
174,527
CURRENT ASSETS
Other receivables ...
…
…
…
…
…
…
…
…
C8
1,066
1,006
Derivative assets ...
…
…
…
…
…
…
…
27, C7
876
1,517
Cash at bank and in hand...
…
…
…
…
…
…
7,575
21,616
9,517
24,139
TOTAL ASSETS...
…
…
…
…
…
… ......
183,489
198,666
CURRENT LIABILITIES
Borrowings ...
…
…
…
…
…
…
…
…
...
C9
15,860
13,305
Trade and other payables…
…
…
…
…
…
…
...
C10
40,807
22,968
Derivative liabilities
…
…
…
…
…
…
… ...
1
-
56,668
36,273
NON-CURRENT LIABILITIES
Borrowings ... … … …
…
…
…
…
…
...
C9
13,415
59,106
Accruals and deferred income …
…
…
…
…
…
…
733
883
Deferred tax liabilities ......
…
…
…
…
…
…
C11
11,738
11,006
25,886
70,995
TOTAL LIABILITIES ...
…
…
…
…
…
… ......
82,554
107,268
NET ASSETS.........
…
…
…
…
…
…
…
100,935
91,398
EQUITY
Called up share capital ...
…
…
…
…
…
…
…
C12
751
751
Cash flow hedge reserve … ...
…
…
…
…
…
…
1
315
Cost of hedging reserve …
…
…
…
…
…
…
…
-
(72)
Profit and loss account ......
…
…
…
…
…
…
100,183
90,404
TOTAL EQUITY
...
…
…
…
…
…
… ......
100,935
91,398
Profit after tax for the year...
…
…
…
…
…
…
19,767
16,785
These financial statements were approved by the Board of Directors on 29th July, 2025 and signed on its behalf by:
T. J. W. Goodwin
Director
M. S. Goodwin
Director
S. R. Goodwin
Director
Company Registration Number: 305907
The notes on pages 96 to 105 form part of these financial statements.
93
NOTES TO THE FINANCIAL STATEMENTS
GOODWIN PLC
COMPANY STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30th April, 2025
2025
2024
£’000
£’000
PROFIT FOR YEAR
19,767
16,785
OTHER COMPREHENSIVE INCOME / (EXPENSE)
ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS:
Cash flow hedges - effective portion of changes in fair value …
…
…
…
Cash flow hedges - ineffectiveness transferred to profit or loss
…
…
…
Cash flow hedges - amounts transferred to profit or loss
…
…
…
…
Cash flow hedges - deferred tax (credit) / charge ......
…
…
…
…
Cost of hedging - changes in fair value .........
…
…
…
…
Cost of hedging - ineffectiveness transferred to profit or loss
…
…
…
…
Cost of hedging - amounts transferred to profit or loss ...
…
…
…
…
Cost of hedging - deferred tax charge / (credit) ......
…
…
…
…
OTHER COMPREHENSIVE (EXPENSE) / INCOME FOR THE YEAR,
NET OF INCOME TAX
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
…
(327)
416
…
-
(16)
…
(91)
20
…
104
(105)
…
86
(100)
…
-
4
…
10
-
…
(24)
24
(242)
243
19,525
17,028
The notes on pages 96 to 105 form part of these financial statements.
94
NOTES TO THE FINANCIAL STATEMENTS
GOODWIN PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
at 30th April, 2025
Share-
Cash flow
Cost of
Share
based
Retained
Total
payments
hedge
hedging
capital
reserve
reserve
reserve
earnings
equity
£’000
£’000
£’000
£’000
£’000
£’000
YEAR ENDED 30TH APRIL, 2025
751
-
315
(72)
90,404
91,398
Balance at 1st May, 2024 ...
Profit for the year
... ...
-
-
-
-
19,767
19,767
Effective portion of changes
-
-
(327)
86
-
(241)
in fair value
...... ...
Amounts reclassified
-
-
(91)
10
-
(81)
to profit or loss ...... ...
Deferred tax (charge) / credit
-
-
104
(24)
-
80
Other comprehensive income /
-
-
(314)
72
-
(242)
(expense) for the year
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
YEAR ENDED 30TH APRIL, 2024
Balance at 1st May, 2023 ...
769
5,244
-
-
85,862
91,875
Profit for the year
... ...
-
-
-
-
16,785
16,785
Effective portion of changes
in fair value
...... ...
-
-
416
(100)
-
316
Ineffectiveness transferred
to profit or loss ...... ...
-
-
(16)
4
-
(12)
Amounts reclassified
to profit or loss ...... ...
-
-
20
-
-
20
Deferred tax (charge) / credit
-
-
(105)
24
-
(81)
Other comprehensive income /
(expense) for the year
-
-
315
(72)
-
243
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR
-
-
315
(72)
16,785
17,028
Transfers between reserves*
-
(5,244)
-
-
5,244
-
Transactions with owners
Buy back of shares ... ...
(18)
-
-
-
(8,851)
(8,869)
Dividends paid ...... ...
-
-
-
-
(8,636)
(8,636)
BALANCE AT 30TH APRIL, 2024
751
-
315
(72)
90,404
91,398
*
The balance on the share-based payment reserve was transferred to retained earnings because all previous share
options had vested.
The notes on pages 96 to 105 form part of these financial statements.
95
NOTES TO THE FINANCIAL STATEMENTS
C1
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.
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 or loss within operating profit.
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.
96
NOTES TO THE FINANCIAL STATEMENTS
C1
Accounting policies (continued)
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 are recognised in the statement
of profit or 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 or 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 or loss in the same period or periods during which the
hedged forecast transaction affects the statement of profit or loss. Any identified ineffective portion of the hedge is
recognised immediately in the statement of profit or 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 or 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 or 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.
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:
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
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 or loss on a straight-line or reducing balance basis over the
estimated useful lives of investment properties, which is typically 25 years.
97
NOTES TO THE FINANCIAL STATEMENTS
C1
Accounting policies (continued)
Government grants
Government grants relating to income are recognised in the statement of profit or 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.
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
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 or 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 or loss in the year for which
contributions are payable.
98
NOTES TO THE FINANCIAL STATEMENTS
C1
Accounting policies (continued)
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the statement of profit or
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:
2025
2024
£’000
£’000
Fees receivable by the auditor and the auditor’s associates in respect of:
Audit of these financial statements
...
...
...
...
...
...
...
133
88
Amounts paid to the Company’s auditor in respect of services to the Company, other than the audit of the Company’s
financial statements, have not been disclosed as the information is required instead to be disclosed on a
consolidated basis (see note 5 of the Group financial statements).
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:
Number of employees
2025
2024
Administration staff ...
...
...
...
...
...
...
...
...
...
59
56
2025
2024
£’000
£’000
The aggregate payroll costs of these persons were as follows:
Wages and salaries ...
...
...
...
...
...
...
...
...
...
6,067
6,451
Social security costs ...
...
...
...
...
...
...
...
...
...
661
615
Other pension costs ...
...
...
...
...
...
...
...
...
...
88
104
6,816
7,170
Details of the Directors’ remuneration can be found within the Directors’ Remuneration Report on page
38.
The emoluments of the highest paid Director were £451,000 (2024: £435,000). On 30th April, 2025, one
Director was a member of a defined contribution pension scheme (2024: one).
99
NOTES TO THE FINANCIAL STATEMENTS
C4
Tangible fixed assets
Investment
Property, Plant and Equipment
properties
Other
Assets in
Land and
Plant and
equipment
course of
£’000
buildings
machinery
*
construction
Total
Cost
£’000
£’000
£’000
£’000
£’000
Balance at 1st May, 2024
46,900
1,244
43,652
2,096
16,531
63,523
Additions
...
...
731
6
450
139
7,496
8,091
Reclassification ...
...
-
-
1,202
-
(1,202)
-
Transfer from ROU** ...
-
-
4,359
1,957
-
6,316
Disposals
...
...
(85)
-
(17)
-
-
(17)
Balance at 30th April, 2025
47,546
1,250
49,646
4,192
22,825
77,913
Depreciation
Balance at 1st May, 2024
10,109
744
23,637
1,521
-
25,902
Charged in the year
...
1,454
20
2,032
27
-
2,079
Transfer from ROU** ...
-
-
320
1,583
-
1,903
Disposals
...
...
(4)
-
-
-
-
-
Balance at 30th April, 2025
11,559
764
25,989
3,131
-
29,884
Net book value
At 30th April, 2024 ...
...
36,791
500
20,015
575
16,531
37,621
Balance at 30th April, 2025
35,987
486
23,657
1,061
22,825
48,029
*
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 C9) is:
2025
2024
£’000
£’000
Investment property ...
...
...
...
...
...
...
...
...
...
-
4,407
Plant and machinery ...
...
...
...
...
...
...
...
...
...
4,086
4,537
4,086
8,944
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, 2025 was estimated to be in the range of £45-55 million, compared with the net book value of £36 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.
2025
2024
£’000
£’000
Property income
...
...
...
...
...
...
...
...
...
...
1,545
1,561
Operating expenses ...
...
...
...
...
...
...
...
...
...
(850)
(814)
100
NOTES TO THE FINANCIAL STATEMENTS
C4
Tangible fixed assets (continued)
Right-of-use assets
Plant and
Other
machinery
equipment
Total
Cost
£’000
£’000
£’000
Balance at 1st May, 2024 ... ... ... ... ...
9,542
1,942
11,484
Additions
... ... ... ... ... ... ...
-
55
55
Disposals
... ... ... ... ... ... ...
-
(40)
(40)
Transfer to property, plant and equipment
...
(4,359)
(1,957)
(6,316)
Balance at 30th April, 2025
5,183
-
5,183
Depreciation
Balance at 1st May, 2024 ... ... ... ... ...
835
1,304
2,139
Charged in the year ... ... ... ... ... ...
404
311
715
Disposals
... ... ... ... ... ... ...
-
(32)
(32)
Transfer to property, plant and equipment
...
(320)
(1,583)
(1,903)
Balance at 30th April, 2025
919
-
919
Net book value
At 30th April, 2024 ... ... ... ... ... ...
8,707
638
9,345
At 30th April, 2025
4,264
-
4,264
C5
Fixed asset investments
Shares in
Shares in
associated
subsidiary
undertakings
undertakings
Total
Cost
£’000
£’000
£’000
Balance at 1st May, 2024 ... ... ... ... ...
363
35,382
35,745
Additions
... ... ... ... ... ... ...
-
11
11
Balance at 30th April, 2025
363
35,393
35,756
Impairment
Balance at 1st May, 2024 ... ... ... ... ...
-
5,913
5,913
Balance at 30th April, 2025
-
5,913
5,913
Net book value
At 30th April, 2024 ... ... ... ... ... ...
363
29,469
29,832
At 30th April, 2025
363
29,480
29,843
Details of the principal subsidiaries and associates are listed in note 13. A list of non-principal subsidiaries and
associates is included in note 32 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.
Company
% shares
Company name
number
held
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
75.0
101
NOTES TO THE FINANCIAL STATEMENTS
C6
Intangible assets
Brand names
and
Manu-
Software
Develop-
intellectual
facturing
and
ment
property
rights
Licences
costs
Total
Cost
£’000
£’000
£’000
£’000
£’000
Balance at 1st May, 2024 ...
...
8,183
1,672
736
11,893
22,484
Intercompany transfers ...
...
-
-
-
594
594
Balance at 30th April, 2025
8,183
1,672
736
12,487
23,078
Amortisation
Balance at 1st May, 2024 ...
...
2,631
1,244
338
2,873
7,086
Amortisation for the year ...
...
361
53
98
683
1,195
Balance at 30th April, 2025
2,992
1,297
436
3,556
8,281
Net book value
At 30th April, 2024 ...
...
5,552
428
398
9,020
15,398
At 30th April, 2025
5,191
375
300
8,931
14,797
Note 15 in the Group financial statements includes details of the Company’s significant intangible assets.
C7
Derivative assets
2025
2024
£’000
£’000
Due after more than one year
3,913
Interest rate swap ... ... ... ... ... ... ... ... ... ...
4,814
Derivative assets designated as cash flow hedging instruments ... ...
-
23
3,913
4,837
Due within one year
875
Interest rate swap ... ... ... ... ... ... ... ... ... ...
1,230
Derivative assets designated as cash flow hedging instruments ... ...
1
287
876
1,517
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 or loss. Further details are contained in note 27 of the Group financial statements.
102
NOTES TO THE FINANCIAL STATEMENTS
C8
Other receivables
2025
2024
Due after more than one year
£’000
£’000
Interest-bearing
2,783
Amounts owed by Group undertakings – repayable on demand ... ...
604
Amounts owed by Group undertakings – repayable within five years* ...
-
205
Non interest-bearing
1,113
Amounts owed by Group undertakings – repayable on demand ... ...
1,224
Amounts owed by Group undertakings – repayable within five years* ...
33,243
38,670
37,139
40,703
Due within one year
11
Other debtors
... ... ... ... ... ... ... ... ... ...
7
Prepayments and accrued income ... ... ... ... ... ... ...
812
759
Corporation tax receivable... ... ... ... ... ... ... ... ...
243
240
1,066
1,006
*
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.
C9
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 27 (d) of the Group
financial statements.
2025
2024
Non-
Current
Total
Non-
Current
Total
current
current
liabilities
liabilities
borrowings
liabilities
liabilities
borrowings
Bank loans - repayable ...
£’000
£’000
£’000
£’000
£’000
£’000
424
804
1,228
by instalments
...
...
4,995
1,005
6,000
Bank loans - rolling
...
12,000
14,000
26,000
credit facilities ... ...
...
49,000
10,000
59,000
Lease liabilities
...
...
991
1,056
2,047
5,111
2,300
7,411
13,415
15,860
29,275
59,106
13,305
72,411
Lease liabilities
Lease liabilities are payable as follows:
2025
2024
Minimum
Minimum
lease
Interest
Principal
lease
Interest
Principal
payments
payments
£’000
£’000
£’000
£’000
£’000
£’000
Within one year
...
...
1,155
99
1,056
2,774
474
2,300
Within two to three years
...
1,019
41
978
4,363
467
3,896
Within four to five years
...
13
-
13
1,268
53
1,215
2,187
140
2,047
8,405
994
7,411
103
NOTES TO THE FINANCIAL STATEMENTS
C9
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:
2025
2024
Minimum
Minimum
loan
Interest
Principal
loan
Interest
payments
payments
£’000
£’000
£’000
£’000
£’000
Within one year
... ...
835
31
804
1,348
343
Within two to three years ...
429
5
424
2,233
557
Within four to five years ...
-
-
-
906
456
After more than five years ...
-
-
-
4,230
1,361
1,264
36
1,228
8,717
2,717
C10Trade and other payables
2025
£’000
Trade payables
... ... ... ... ... ... ... ... ...
... ...
400
Amounts owed to Group undertakings – interest-bearing ... ...
... ...
37,828
Amounts owed to Group undertakings – non interest-bearing
...
... ...
565
Other taxation and social security
... ... ... ... ... ...
... ...
542
Accruals and deferred income ... ... ... ... ... ... ...
... ...
1,472
40,807
Principal
£’000
1,005
1,676
450
2,869
6,000
2024
£’000
507
311
20,073
788
1,289
22,968
C11
Provisions for deferred tax
Balance at 1st May, 2024 ...
...
...
...
...
Recognised in profit or loss
...
...
...
...
Recognised in other
comprehensive income ...
...
...
...
...
Balance at 30th April, 2025
C12
Called up share capital
Authorised, allotted, called up and fully paid:
Property,
plant and
Tax
equipment
Losses
Derivatives
£’000
£’000
£’000
10,948
(23)
81
789
23
-
-
-
(80)
11,737
-
1
2025
£’000
Total
£’000
11,006
812
(80)
11,738
2024
£’000
Balance at 1st May, 7,509,600 (2024: 7,689,600) ordinary shares of 10p each
...
751
Buy back of nil (2024:180,000) ordinary shares of 10p each
...
...
...
...
-
Balance at 30th April, 7,509,600
(2024: 7,509,600) of ordinary
751
shares of 10p each)
Details of the share buy back are contained in note 25 of the Group financial statements.
C13
Related party balances and transactions
769
(18)
751
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 (U.K.) Limited which are not wholly-owned
subsidiaries.
104
NOTES TO THE FINANCIAL STATEMENTS
C13Related party balances and transactions (continued)
2025
2024
Related party balances
£’000
£’000
Non interest-bearing balances
370
Amounts owed by Group undertakings – repayable on demand ... ... ...
-
Amounts owed by Group undertakings – repayable within five years ... ...
9,493
6,955
Related party transactions
2,732
Dividend income
...
... ... ... ... ... ... ... ... ... ...
1,248
Interest income
...
... ... ... ... ... ... ... ... ... ...
-
31
Management fee income ... ... ... ... ... ... ... ... ... ...
303
289
Rental income
...
... ... ... ... ... ... ... ... ... ...
119
119
Royalty income
...
... ... ... ... ... ... ... ... ... ...
383
162
Sale of tangible and intangible assets
... ... ... ... ... ... ...
-
674
Interest expense
...
... ... ... ... ... ... ... ... ... ...
-
97
Purchase of intangible assets ... ... ... ... ... ... ... ... ...
-
149
Compensation of key management personnel
Key management personnel are defined in the Directors’ Remuneration Report on page 38, and their remuneration
is disclosed on page 38 of the Group financial statements.
C14
Commitments
Contracted capital commitments at 30th April, 2025, for which no provision has been made in these financial
statements, were £4,626,972 (2024: £259,135).
C15
Subsequent events
After the balance sheet date, ordinary dividends of £21,027,000 were declared. Proposed dividends are not
recognised as liabilities within these financial statements.
After the year-end, the Group has renewed a revolving credit facility, that was due to expire in July 2025, on a four-
year term, as a prudent policy to ensure that guaranteed facilities and the appropriate level of headroom is available
to the Group.
C16Dividends
2025
2024
Paid ordinary dividends during the year in respect of prior years
£’000
£’000
9,988
133p (2024: 115p) per qualifying ordinary share
... ... ... ... ...
8,636
After the balance sheet date an ordinary dividend of 280p per qualifying ordinary share was proposed by the
Directors (2024: Ordinary dividend of 133p).
The proposed current year ordinary dividend of £21,027,000 (2024: Proposed ordinary dividend of £9,988,000)
has not been recognised as a liability within these financial statements.
C17
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.
105
NOTES TO THE FINANCIAL STATEMENTS
ALTERNATIVE PERFORMANCE
MEASURES
Measure
Method of calculation / reference
Page No.
2025
2024
Gross profit (£’000)
Consolidated statement of profit or loss
50
91,609
77,887
Revenue (£’000)
Consolidated statement of profit or loss
50
219,709
191,258
Gross profit as percentage of
41.7%
40.7%
revenue (%)
Gross profit / revenue
Profit before tax (£’000)
Consolidated statement of profit or loss
50
34,260
24,207
Unrealised loss/(gain) on 10 year
1,257
interest rate swap derivative
Consolidated statement of profit or loss
50
(113)
Trading profit (£’000)
35,517
24,094
Operating profit (£’000)
Consolidated statement of profit or loss
50
37,112
26,895
Capital employed (£’000)
Note 26
84
151,788
165,212
Return on capital employed (%)
Operating profit / capital employed
24.4%
16.3%
Net debt (£’000)
Note 26
84
13,625
42,931
Net assets attributable to
138,163
equity holders of the parent (£’000)
Consolidated balance sheet
52
122,281
Gearing (%)
Net debt / equity, as above
9.9%
35.1%
Net profit attributable to equity
24,569
holders of the parent (£’000)
Consolidated statement of profit or loss
50
16,902
Net assets attributable to equity
138,163
holders of the parent (£’000)
Consolidated balance sheet
52
122,281
Return on investment (%)
Net profit / net assets
17.8%
13.8%
Revenue (£’000)
Consolidated statement of profit or loss
50
219,709
191,258
Average number of employees
Note 6
68
1,253
1,225
Revenue per employee (£)
Group revenue / average employees
175,346
156,129
Annual post tax profit (£’000)
Consolidated statement of profit or loss
50
26,178
17,716
Interest rate SWAP mark to market net
943
of tax @ 25% (2024: 25%) (£’000)
Consolidated statement of profit or loss
50
(85)
Depreciation owned assets (£’000)
Note 5
67
6,663
6,607
Depreciation right-of-use assets (£’000)
Note 5
67
1,346
1,497
Amortisation and impairment (£’000)
Note 5
67
1,580
1,341
Exclude operating
(566)
depreciation (£’000)
(723)
Annual post tax profit +
36,144
26,353
depreciation + amortisation (£’000)
106
NOTES TO THE FINANCIAL STATEMENTS
2021
2022
2023
2024
2025
Continuing operations
£’000
£’000
£’000
£’000
£’000
Revenue ... ...
... ... ... ... ... ...
131,231
144,108
185,742
191,258
219,709
Trading profit ...
... ... ... ... ... ...
16,514
17,201
18,940
24,094
35,517
Profit before taxation
... ... ... ... ...
16,514
19,941
22,129
24,207
34,260
Tax on profit ...
... ... ... ... ... ...
(3,508)
(6,321)
(5,616)
(6,491)
(8,082)
Profit after taxation ... ... ... ... ... ...
13,006
13,620
16,513
17,716
26,178
Basic earnings per ordinary share (in pence) ...
167.82p
169.14p
206.81p
224.53p
327.17p
Diluted earnings per ordinary share (in pence) ...
164.23p
169.14p
206.81p
224.53p
327.17p
Total equity ...
... ... ... ... ... ...
118,028
119,743
129,157
126,650
142,208
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 106.
107