Annual financial statement
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RNS Number : 5053SGoodwin PLC28 August 2026 28th August 2026 Goodwin PLC today announces its preliminary results for the year ended 30th April, 2026. CHAIRMAN'S STATEMENT I am pleased to report a record level of profits for the Group for the twelve month period ended 30th April, 2026.The trading profit was £77.5 million (2025: £35.5 million) an increase of 118% year-on-year on revenue of £280million, which is up 27% on the revenue reported for the prior year, as set out in the financial accounts to bepublished shortly. (Additional details on the trading profit are to be found in the full financial statements to bepublished shortly). The Directors propose an increased ordinary dividend of 330 pence (2025: 280 pence) per share, an 18% increase.Further details on the Dividend Policy and timing of the payment can be found on in the financial statements to bepublished shortly. This continued strong performance reflects the sustained strength of our end markets and thebenefits of the strategic decisions taken over several years to focus the Group on specialist, technically demandingsectors. Whilst there has been growth in all our manufacturing companies, the Mechanical Engineering division inparticular has continued to experience a substantial increase in customers' demand for precision-machined, high-integrity castings into mission critical defence and nuclear applications. As a result of continued investment in itscustomer relationships, engineering expertise and manufacturing capabilities, Goodwin has positioned itself to be aleading supplier on many UK and US Navy frigate and submarine programmes. Our ability to supply high-qualityproducts, that are technically difficult to make on a fast and consistent basis, has supported the continued growth involumes, as well as continued improvement in margins. The Board has continued to assess the long-term strategic direction of the business. The significant improvement inthe performance of the Mechanical Engineering division, together with its strong market position and attractivegrowth prospects, has substantially enhanced its strategic value and generated considerable external interest.During the year, and as announced post period-end on 7th August, 2026, the Board committed to pursuing apotential disposal of a substantial part of the Mechanical Engineering Division and appointed Rothschild & Co asits financial adviser to initiate an active sale process of its constituent business units, to maximise value forshareholders whilst ensuring continuity for all stakeholders, including customers, and the long-term prospects ofthe business. As part of this process, the business was actively marketed to potential purchasers. Theproposed disposal includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH,Easat Group and Pumps. The sale process is progressing well, and the Group has been in discussions with a number of potentially interestedparties, as well as continuing the important strategic dialogue we have with all our stakeholders. Our customers,suppliers and employees should expect business to continue uninterrupted, and management remains fullycommitted to maintaining the high standards of service and operational performance that have underpinned thesuccess of these businesses. The Board expects to provide a further update as the transaction progresses.The disposal process is being actively pursued in accordance with the Board's approved plan, which targetscompletion within the next twelve months, and shareholders will be kept informed of material developments asappropriate. As a result of the Mechanical Engineering sale process and the Board's committed disposal plan, the Board isconsidering the most appropriate capital allocation strategy and dividend policy for the Group going forward. Asthe composition, investment requirement and capital structure of the Group will likely change, the Board wants toensure that it can pay excess cash to shareholders, whilst balancing value-enhancing investment opportunitieswithin its manufacturing companies. The Board currently expects that a substantial part of the cash proceeds from any disposal resulting from itsstrategic review of the Mechanical Engineering division will be paid to shareholders. As part of the strategic review, management reporting was revised to reflect the proposed sale of a substantialproportion of the Mechanical Division, which included the creation of a new Technological Division, as anoperating segment. Mechanical Division (Assets held for Sale) Goodwin Steel Castings Limited and Goodwin International Limited The defence programmes secured over recent years continued to progress during the year, resulting in a substantialincrease in the volume of high-integrity components manufactured for UK and US naval ship and submarineprogrammes. The division successfully met the demanding quality and delivery requirements of theseprogrammes, reflecting the benefits of the sustained investment made in manufacturing capability, engineeringexpertise and customer relationships over many years. The operational performance achieved during the year hasfurther strengthened the division's reputation with its customers.
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Easat Radar Systems Easat Group delivered its first material year in which the benefits of the turnaround strategy were fully reflected inthe financial results, with profits improving from approximately breakeven to £4.5 million. This performancerepresents the culmination of several years of investment in technology, operational improvements and thetransition from a component supplier to a provider of complete surveillance systems. During the year, managementalso delivered significant cost reductions and operational efficiencies, resulting in a marked improvement inprofitability while continuing to deliver high levels of customer service and product performance. Noreva Noreva, the division's specialist valves business in Germany, also delivered strong profits during the year. Thisperformance reflected strong demand from the LNG sector in the US. Whilst geopolitical events in the Middle Eastcontinue, despite the three months of storage prior to collection of certain customer shipments being invoked, noorders were cancelled and the business continues to perform strongly. Pumps The Pumps businesses also delivered a solid performance. In South Africa, a revised commercial strategysuccessfully improved order intake and restored sales momentum, whilst in India the business achieved recordproduction and sales volumes, supported by strong domestic demand and increased intercompany supply to theGroup's international operations. These achievements reflect the continued development of the division'smanufacturing capability and operational efficiency. Overall, the Mechanical Engineering Division delivered an excellent operational and financial performance duringthe year, reflecting many years of sustained investment, disciplined execution and the commitment of itsemployees. The Board is grateful for the significant contribution made by all those involved in achieving theseresults. Refractory Division The Refractory Division delivered another year of strong growth, with the divisional subsidiaries' trading profits up15% year-on-year. The companies within the division that manufacture investment casting powders, injection waxes and mouldingrubbers for the jewellery industry - including GRS UK, GRS India, GRS Thailand and GRS China - have in partfaced difficult trading conditions arising from record-high gold and silver prices, which have reduced sales into thejewellery casting industry. However, consumer spending has shifted from fewer, higher-cost purchases to a "wearonce" mentality, driving demand for low-cost jewellery through online and social media impulse purchasing. Weexpect this trend to continue. Celebratory purchases to mark special occasions such as weddings will always havetheir place, but they now represent a smaller part of the market; the vast majority of consumer spending has movedto higher volumes of lower-cost jewellery, which we are well positioned to capture. This shift has been highly beneficial to the Group, whether a piece is cast in brass or in gold, it requires the samequantity of investment casting powder, injection wax and moulding rubber. As a result, we have seen very stronggrowth in sales to the low-cost brass casting sector. We are even seeing global-leading silver jewellery brandsbeginning to move to plated brass in place of solid silver, lowering the price point of their products and movingthem further into the high-volume, impulse-purchase category. To cater for this increase in demand, we expect toopen a fourth investment powder manufacturing facility in China within the coming twelve to eighteen months. Gold and silver prices have begun to recede. Precious-metal jewellery will continue to be an important part of themarket, and we have started to see usage of our products in this sector begin to recover - which will move profitsfurther forward as these higher-value sales return. During the year, our research and development teams implemented a newly developed in-house technology thatenables more cost-effective investment casting powder products with performance equal to or better than theformulations they replace. We have used this improved cost-effectiveness both to increase margins and, wherestrategically advantageous, to strengthen our competitiveness. After many years of development and product trials, we are pleased to report that the largest jewellery caster in theUS has adopted our patented X-SIL silica-hazard-free investment casting powder. This is a major milestone for usas a company and for the industry. The US is a market where we have historically refrained from selling to due toour traditional products being silica-based, and we expect that this represents the first step towards a widertransition. We also believe it will help drive change in Europe towards this silica-hazard-free range, on which weare able to achieve enhanced margins. Hoben International had an excellent year, increasing profits substantially. This was driven by a combination offactors, including increased internal group demand for the cristobalite manufactured by Hoben (used by ourinvestment powder companies), reduced energy costs, and the continued high growth of the Soluform concretebagwork solution, sales of which grew by over 50% in the year. We expect Soluform to continue growing at highrates over the coming years, and we are expanding the team to deliver this growth. AVD Fire, which manufactures and sells specialist lithium battery fire-extinguishing agent, lithium battery fireextinguishers, and lithium fire protection blankets and bags, is, we believe, at a very exciting point in its growthjourney. Over the past ten years, a great deal of work has been done to establish AVD as the number one choice forextinguishing and containing lithium battery fires. Our products are being adopted globally and are recommendedby insurers. Perception of the risk of lithium battery fires is changing rapidly, as is the global understanding thataction must be taken to provide specialist products to extinguish and contain them. We now have a truly globaldistributor network, global recognition of the leading performance of our products, and a market that isincreasingly being compelled to adopt solutions for this significant risk. We are addressing testing and productrequirements from all sectors, including commercial airlines, marine, automotive, rail networks, military, productdistribution and storage centres, and many other applications. Technological Division
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Following a decision during the year to actively pursue the disposal of the majority of the Mechanical EngineeringDivision, the internal management reporting was changed to reflect the continuing and discontinuing operations ofthe Group. A new operating division titled Technological Division, made up of Duvelco and Internet Centralbusinesses, that were formerly part of the Mechanical Engineering Division, but are not part of the businesses forsale, is now reported separately. Duvelco Duvelco, the Group's advanced plastics business, remains an important long-term opportunity. Productionfinalisation has taken longer than originally anticipated, as can occur with a highly automated, complex and first-of-its-kind manufacturing process. The business continues to produce material for customer sampling andqualification, with feedback to date being positive, while the team focuses on completing the remainingcommissioning items and establishing a robust, repeatable process capable of supporting future commercialdemand. The outstanding items are mechanical rather than fundamental in nature and are not considered torepresent a long-term risk. The lessons learned can also be incorporated from the outset into the design of anyfuture manufacturing plants. Duvelco has also entered into a strategic agreement with an established processing partner to manufacture stockshapes. The arrangement will initially utilise the partner's available capacity, with further capacity to be added asdemand develops. As the partner already undertakes hot compression moulding at scale, the agreement provides alow-risk route to market, broadens Duvelco's product offering and avoids the learning curve associated withestablishing this capability internally. Although samples have not yet been distributed in significant volumes, the Board is encouraged by the progressbeing made and continues to believe that Duvelco has significant long-term potential. The focus remains oncompleting production finalisation and expanding customer sampling and qualification activity as Duvelco'smaterial reaches a broader range of prospective customers and applications. Cash flow and capital expenditure Cash generation improved during the year. The Group has benefited from the milestone payments negotiated intothe defence contracts won to date and these payments have helped to support working capital and provide greatervisibility over cash flow as the programmes progress. In terms of capital expenditure, the major item during the year was the construction of the new Foundry 5.0building in Hanley. This facility will house state-of-the-art automated moulding and robotic casting upgradeequipment, which the Group has been developing in conjunction with its R&D partners, including the US Navyand Siemens. This investment represents an important step in the continued modernisation of the Group'smanufacturing capability and the building is scheduled to be finished in the fourth quarter of this calendar year. There are no other major capital expenditure projects underway or planned that would not be customer funded.The Group's net debt as at April 2026 was £29 million, reflecting continued strong financial performance and aprudent approach to leverage, which stood at 22.4% as at the 30th April, 2026, after paying out the special interimdividend of £40 million in the month of November 2025. Goodwin PLC post the proposed disposal of the Mechanical Division Following completion of a proposed disposal resulting from its strategic review of the Mechanical EngineeringDivision, the Group will comprise a simpler, more focused portfolio of specialist businesses with strong marketpositions and attractive long-term growth prospects. The disposal will allow management to concentrate itsresources on developing the remaining businesses, while maintaining the disciplined approach to capital allocationthat has underpinned the Group's success. Particular emphasis will be placed on accelerating the commercial development of the Group's newer growthopportunities, including Duvelco and AVD Fire, alongside supporting the continued expansion of our establishedRefractory businesses. The Board believes these businesses offer significant long-term value creation potential andwill benefit from increased management focus and investment. As a result of the disposal, the Group will comprise the Refractory and Technological divisions. These businessesrepresented in aggregate £118 million in gross assets and £10 million in operating profits in the financial yearended 30 April 2026. The Group's banking partners have expressed their continued support for the remaining business and haveconfirmed their willingness to provide appropriate facilities going forward. Nevertheless, the Board's intention is,at least initially, to operate the Group on a zero net debt basis, providing financial resilience and flexibility as weexecute the next phase of the Group's strategy. While the proposed disposal represents a significant milestone, the Board remains committed to continuallyreviewing the Group's portfolio and strategic direction to ensure capital is allocated to maximise long-termshareholder value. People The results achieved this year would not have been possible without the commitment, skill and hard work of ouremployees across the Group. On behalf of the Board, I would like to thank all of them for their continueddedication, professionalism and support during another important year for the business. T.J.W. GoodwinChairman Alternative performance measures mentioned above are defined in Note 7
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SUMMARY OF CONSOLIDATED STATEMENT OF PROFIT AND LOSS - NON-GAAP ** for the year ended 30th April, 20262026 2025 Refractory Technological Centralcosts Continuing *Mechanical(Discontinued) TOTAL TOTAL £'000 £'000 £'000 £'000 £'000 £'000 £'000Revenue 64,856 3,922 84 68,862 211,154 280,016 219,709Cost of sales (32,666) (3,212) (240) (36,118) (103,620) (139,738) (128,100) GROSSPROFIT 32,190 710 (156) 32,744 107,534 140,278 91,609Selling anddistribution costs (5,803) (572) (71) (6,446) (6,380) (12,826) (10,903)Administrativeexpenses (10,674) (3,593) (2,094) (16,361) (32,487) (48,848) (43,594) OPERATINGPROFIT 15,713 (3,455) (2,321) 9,937 68,667 78,604 37,112Finance income 26 ‒ 944 970 91 1,061 1,305Finance costs (41) (34) (12) (87) (2,140) (2,227) (2,965)Share of profit ofassociatecompany 64 ‒ ‒ 64 ‒ 64 65 TRADINGPROFIT 15,762 (3,489) (1,389) 10,884 66,618 77,502 35,517 * The results of the discontinued operations include those of Goodwin Steel Castings Limited, Goodwin International Limited,Noreva GmbH, Easat Group and the Pump Division. ** This consolidated statement of profit and loss is non GAAP and the headings from Revenue down to Trading Profits are thecombined results of the continuing operations and discontinued operations, which can be seen in more detail on in thefinancial statements to be published shortly. The Board committed to pursuing a potential disposal of a substantial part of the Mechanical Engineering Division thatincludes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat Group and Pumps. Assuch, these accounts have been prepared to reflect the potential sale by reporting Continuing and Discontinued Operations. This statement of profit and loss does not comply with the IFRS requirements for disclosure, but it has been included toprovide shareholders with a clear view of the impact of the potential sale. The IFRS profit and loss statement is in the financialstatements to be published shortly. OBJECTIVES, STRATEGY AND BUSINESS MODELThe Group's main OBJECTIVE and PURPOSE is to have a sustainable long-term engineering based businesswith 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 deliverycontribute to the delivery of its strategy. The Board's STRATEGY to achieve this is: · to supply a range of technically advanced products to growth markets in the Mechanical, Refractory andTechnological 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 anddevelopment with a view to increasing efficiency, reducing costs, increasing performance, delivering betterproducts for our customers, expanding our global customer base and keeping us at the forefront of technologywithin our markets, whilst at all times taking appropriate steps to ensure the health and safety of ouremployees 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 helpsustain 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 C02 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 MODELThe Group's focus is on manufacturing within two sectors, Mechanical Engineering and RefractoryEngineering, and technological advancement in a third sector, and through this division of our manufacturingactivities, our overseas business facilities and our global sales and marketing activities, the Group benefits frommarket diversity. Further details of our business and products are shown on our website www.goodwin.co.uk The Board of Directors commenced a strategic review of the Mechanical Engineering Division during the year, toconsider a range of potential options to maximise value for shareholders, whilst ensuring continuity for all
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stakeholders, including customers and the long-term prosperity of its businesses. These options include thepotential sale of the Mechanical Engineering Division, which includes Goodwin Steel Castings Limited, GoodwinInternational Limited, Noreva GmbH, Easat Group and the Pump Division. After reviewing the options available, the Board of Directors decided that the preferred course of action was toprogress with a disposal of the Mechanical Engineering Division. Rothschild and Co were appointed as theGroup's financial adviser to manage that process, engage with interested parties and invite indicative and,subsequently, binding offers for the businesses identified for disposal. The Board of Directors has considered the provisions of IFRS 5 and consider that they have met the requirementsfor the Financial Statements to be prepared as required by the standard for Discontinued Operations and AssetsHeld for Sale. The scope of the proposed disposal was determined following consideration of the level of interest expressed byexternal parties, together with an assessment of the strategic fit of the businesses and the value that could berealised for shareholders. Following the assessment, detailed financial, commercial and operational informationwas prepared to support the disposal process and enable the businesses identified for disposal to be separated fromthose intended to remain within Group, and for interested parties to undertake their evaluation of those businesses. Mechanical Division (held for sale)The Mechanical Division specialises in supplying precision engineered solutions and industrial goods into criticalapplications, generally on a project basis, more often than not involving the complementary skill set of other groupcompanies to deliver the requirement. The projects normally involve international procurement, high integritycastings, 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 Groupmanufactures and sells a wide range of dual plate check valves, axial nozzle check valves and axial piston controland isolation valves. These solutions and products typically form part of large construction projects, including theconstruction of naval propulsion and hull components, nuclear waste storage components, liquefied natural gas(LNG), oil and gas, petrochemical, mining, and water markets. We generate value by creating leading edge technology designs and manufacturing processes, globally sourcingthe best quality raw material at good prices, manufacturing in highly efficient facilities using up to date technologyto provide reliable high-performance products to the required specification, at competitive prices and with timelydeliveries. The Group through its foundry, Goodwin Steel Castings Limited, has the capability to pour high performance alloycastings up to 35 tonnes net in weight, radiograph and to finish CNC machine and fabricate them at the foundry'ssister company, Goodwin International Limited. This capability is targeting the naval defence industry and nucleardecommissioning, the oil and gas industry, as well as large, global projects requiring high integrity machinedcastings. Goodwin International Limited, the largest company in the Mechanical Engineering Division, not only designs andmanufactures dual plate check valves, axial nozzle check valves and axial piston control and isolation valves butalso undertakes specialised CNC machining and fabrication work for nuclear decommissioning projects. GoodwinInternational Limited also has a division that is focused on manufacturing / machining high precision, highintegrity components for naval marine vessels. Noreva GmbH also designs, manufactures and sells axial nozzlecheck valves. Both Goodwin International Limited and Noreva GmbH purchase the majority of their sand mouldcastings from Goodwin Steel Castings Limited for their ranges of check valves and this vertical integration givesrise to competitive benefits, increased efficiencies and timely deliveries. At Goodwin Pumps India Private Limited we manufacture a superior range of submersible slurry pumps for endusers in India, Brazil, Australia, Canada, Peru and Africa. Easat Radar Systems Limited and its subsidiary, EasatFinland Oy, design and build bespoke high-performance radar surveillance systems for the global market of majordefence contractors, civil aviation authorities and coastal border security agencies. We create value on these byinnovative design, assembly and testing in our own facilities using bought in or engineered in-house components. Continuing operationsThe Continuing Operations of the Group are the Refractory and Technological Divisions, Goodwin RefractoryServices Limited (GRS) generates value primarily from designing, manufacturing and selling investment castingpowders, injection moulding rubbers and waxes to the jewellery casting industry. GRS also manufactures andsells these products to the tyre mould and aerospace industries. The Refractory Engineering Division has, otherthan its UK facility, four investment powder manufacturing and sales companies located in China, India andThailand which sell the casting powders, waxes and moulding rubbers directly and through distributors to thejewellery casting industry and also directly to tyre mould and aerospace industries. These companies are vertically integrated with another of our UK companies, Hoben InternationalLimited (Hoben), which manufactures cristobalite, which it sells to the five casting powder manufacturingcompanies 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 asSoluform, for use inside traditional hessian / jute bags for the placement of concrete and other materials in oraround 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 ininsulation, brake linings and fire protection products, including technical textiles that can withstand exposure tohigh temperatures. Dupré also sells consumable refractories to the shell moulding precision casting industry. AVDFire Limited (AVD) utilises an in-house designed and patented product that is used in a range of fire extinguishersand an extinguishing agent for lithium-ion battery fires that utilises a vermiculite dispersion as the fireextinguishing agent. AVD also sells a range of blankets that are used to extinguish and contain lithium-ion batteryfires.
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Duvelco, whose results have now been included in the Technological Division, is a specialist polyimidemanufacturer, that will manufacture and sell polyimide resins into an established market. The resin can then bemoulded into parts and shapes for the high temperature and critical applications, for which very few polymers canbe used. Internet Central, an internet service provider, is also included in the Technological Division. PRINCIPAL RISKS AND UNCERTAINTIES The Group's operations expose it to a variety of risks and uncertainties. The Directors confirm that they continue tocarry out a robust assessment of the principal risks the Company faces, including those that would threaten itsbusiness 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 theseproducts and services vary from time to time because of competitor action or economic cycles or internationaltrade friction or wars. As shown in the financial statements to be published shortly, the Group operates across arange of geographical regions, and its turnover is split across the UK, Europe, USA, the Pacific Basin and the Restof the World. Operating in many territories helps spread market risk. Similarly, the Group operates in MechanicalEngineering, Refractory and Technological sectors, mitigating the impact of a downturn in any one product area ashas 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% ofannual turnover. As described in the Business Model, the Group generates significant sales from naval propulsion marineapplications and ship hull components, as well as from valves it supplies to LNG, oil, chemical and watermarkets. The Mechanical Engineering Division also sells submersible pumps that are supplied to the miningindustries and radar systems that are used for coastal surveillance and air traffic control applications. TheRefractory Engineering Division sells vermiculite and perlite to the insulating and fire prevention industry and ourinvestment casting powder companies indirectly sell to the jewellery consumer market through the supply ofinvestment casting moulding powders, waxes, silicone and natural rubber. The Technological Division specialisesin polyimide manufacturing, that will sell polyimide resins into an established market. The resin can then bemoulded into parts and shapes for the high temperature and critical applications for which very few polymers canbe used. Internet Central provides internet services. Technical risk: The Group develops and launches new products as part of its strategy to enhance the long-termvalue of the Group. Such development projects carry business risks, including reputational risk, abortiveexpenditure and potential customer claims which may have a material impact on the Group. The potential risk hereis seen as manageable given the Group is developing products in areas in which it is knowledgeable, has extensiveskill and expertise and new products go through rigorous, extensive testing prior to their release into themarket. The risk of product obsolescence is countered by continuous research and development investment intonew products. Product failure / Contractual risk: The risks that the Group supplies products that fail or are not manufactured tospecification are risks that all manufacturing companies are exposed to, but we try to minimise these risks throughthe use of highly skilled personnel operating within robust quality control system environments, using third partyaccreditations where appropriate. With regard to the risk of failure in relation to new products coming on line, theadditional risks here are minimised at the research and development stage, where prototype testing and thedeployment of a robust closed loop product performance quality control system provides feedback to the designdepartment for the products we manufacture and sell. The risk of not meeting safety expectations, or causingsignificant adverse impacts to customers or the environment, is countered by the combination of the controlsmentioned 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 aconstant risk of disruption to the manufacturing in progress, especially during times of high inflation or increasedshipping times and costs. Where reasonably possible, management mitigates and controls the risk with the use ofdual sourcing, continual maintenance programmes, and by carrying adequate levels of stocks and spares to reduceany disruption. Health and safety: The Group's operations involve the typical health and safety hazards inherent in manufacturingand business operations. The Group is subject to numerous laws and regulations relating to health and safetyaround the world. Hazards are managed by carrying out risk assessments and introducing appropriate controls, aswell as attending safety training courses. Acquisitions: The Group's growth plan over recent years has included a number of acquisitions. There is the riskthat these, or future acquisitions, fail to provide the planned value. This risk is mitigated through thorough androbust financial and technical due diligence during the acquisition process and the Group's inherent knowledge ofthe 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 contractto mitigate the impact of interest rate risk by taking out an interest rate swap derivative fixing £30 million ofnotional 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 the financialstatements to be published shortly. The Group has in place risk management policies that seek to limit the adverseeffects on the financial performance of the Group by using various instruments and techniques, including creditinsurance, stage payments, forward foreign exchange contracts, secured and unsecured credit lines. Prior to theexpiry date of the Revolving Credit Facilities, the Board reviews the current and future requirements of the Groupand arranges suitable replacement facilities prior to the current facility expiring. Post year-end, the Group hasrenewed one of its Revolving Credit Facilities, that was due to expire, for a four year term. Regulatory compliance: The Group's operations are subject to a wide range of laws and regulations. Both withinGoodwin PLC and its subsidiaries, the Directors and Senior Managers within the companies make best endeavours
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to ensure we comply with the relevant laws and regulations. The Group ensures that high ethical standards andvalues are adopted, specifically with regards to sanctions, anti-corruption, anti-bribery and human rights. Duringthe year, the Group has carried out training and continued to refine and update its internal policies to reflect theassociated risks. IT security: The Group performs regular and remote off-site backups of its IT systems, from time to timeengaging external companies to test and report any weaknesses and deficiencies found to enable solutions to be putin 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, whichhelps mitigate the risk of the Group being exposed to the long-term effects of global warming and morespecifically the upcoming Carbon Border Adjustment Mechanism (CBAM) taxes that will likely ramp up over thenext ten years, in addition to significant increases in the cost of power that are a result of the fragile global energysystem. The Group's methods of mitigation include fixed price energy contracts, incorporating price escalationclauses into the longer term contracts and ultimately reducing the need to purchase energy from the national gridby installing renewable solutions like low cost solar panels. To date, the Group has installed 6.7MW of solar panelsworldwide and planning has been obtained to install a further 4.3 MW of solar panels. Additional information onthe Group's climate related risks and opportunities can be found within the Environmental section of the financialstatements to be published shortly. FORWARD-LOOKING STATEMENTS The Group Strategic Report contains forward-looking type statements and information based on currentexpectations, and assumptions and forecasts made by the Group. These expectations and assumptions are subjectto various known and unknown risks, uncertainties and other factors, which could lead to substantial differencesbetween 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 updatethese forward-looking statements or adjust them for future events or developments, whether as a result of newinformation, future events or otherwise, except to the extent legally required. Directors' statement pursuant to the Disclosure and Transparency RulesEach of the Directors, whose names are listed in the financial statements to be published shortly, confirm that tothe best of each person's knowledge: a. the financial statements, prepared in accordance with the applicable set of accounting standards, give a trueand fair view of the assets, liabilities, financial position and profit of the Company and the undertakingsincluded in the consolidation taken as a whole; and b. the Strategic Report contained in the Annual Report includes a fair review of the development andperformance of the business and the position of the Company and the undertakings included in theconsolidation taken as a whole, together with a description of the principal risks and uncertainties that theyface. DirectorsThe Directors of the Company who have served during the year are set out below M. S. Goodwin Mechanical Divisional Managing DirectorS. R. Goodwin Refractory Divisional Managing DirectorT. J. W. Goodwin ChairmanB. R. E. Goodwin DirectorN. Brown Director A. J. Deeth Finance Director, appointed 28th October, 2025 A. M. Thomas Appointed 28th October, 2025J. E. Kelly Non-Executive DirectorC. A. McNamara Non-Executive Director CONSOLIDATED STATEMENT OF PROFIT AND LOSSfor the year ended 30th April, 2026 2026 * 2025 restated £'000 £'000 CONTINUING OPERATIONS Revenue 68,862 67,287Cost of sales (36,118) (36,336) GROSS PROFIT 32,744 30,951Selling and distribution costs (6,446) (5,281)Administrative expenses (16,361) (13,648) OPERATING PROFIT 9,937 12,022Finance income 970 1,239Finance costs (87) (1,078)
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Share of profit of associate company 64 65 PROFIT BEFORE TAXATION AND MOVEMENT IN FAIRVALUE OF INTEREST RATE SWAP 10,884 12,248Year-on-year unrealised gain / (loss) on10 year interest rate swap derivative 49 (1,257) PROFIT BEFORE TAXATION 10,933 10,991Tax on profit (2,948) (2,665) PROFIT AFTER TAXATION FROM CONTINUINGOPERATIONS 7,985 8,326 PROFIT AFTER TAXATION FROM DISCONTINUEDOPERATIONS 49,960 17,852 PROFIT FOR THE YEAR 57,945 26,178 ATTRIBUTABLE TO: From continuing operations 6,432 7,037From discontinued operations 49,022 17,532 Equity holders of the parent 55,454 24,569 From continuing operations 1,553 1,289From discontinued operations 938 320Non-controlling interests 2,491 1,609 PROFIT FOR THE YEAR 57,945 26,178 From continuing operations 85.65p 93.71pFrom discontinued operations 652.79p 233.46p BASIC AND DILUTED EARNINGS PER ORDINARYSHARE (in pence) 738.44p 327.17p *The comparative figures have been restated to present those of the sale of the Mechanical Engineering Division asdiscontinued operations. Further details are included the financial statements to be published shortly. ** The results of the discontinued operations include Goodwin Steel Castings Limited, Goodwin International Limited,Noreva GmbH, Easat Group and the Pump Division. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEfor the year ended 30th April, 2026 2026 2025£'000 £'000 PROFIT FOR THE YEAR 57,945 26,178 OTHER COMPREHENSIVE INCOME / (EXPENSE) ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TOPROFIT AND LOSS: Foreign exchange translation differences (578) (1,852) Cash flow hedges - effective portion of changes in fair value 650 5,513Cash flow hedges - amounts transferred to profit and loss (2,801) (1,593)Cash flow hedges - deferred tax credit / (charge) 538 (806)Cost of hedging - changes in fair value 127 (97)Cost of hedging - amounts transferred to profit and loss 313 209Cost of hedging - deferred tax charge (110) (33) OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOMETAX (1,861) 1,341 TOTAL COMPREHENSIVE INCOME FOR THE YEAR 56,084 27,519 ATTRIBUTABLE TO: From continuing operations 5,204 9,891From discontinued operations 48,253 15,979 Equity holders of the parent 53,457 25,870 From continuing operations 1,689 1,258From discontinued operations 938 391Non-controlling interests 2,627 1,649 TOTAL COMPREHENSIVE INCOME FOR THE YEAR 56,084 27,519 CONSOLIDATED BALANCE SHEET at 30th April, 2026
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2026 2025£'000 £'000NON-CURRENT ASSETSProperty, plant and equipment 50,948 116,832Right-of-use assets 1,372 6,055Investment in associate 722 775Intangible assets 15,748 27,670Derivative financial assets 3,892 6,06172,682 157,393CURRENT ASSETS Inventories 14,925 39,096Contract assets 295 24,310Trade and other receivables 14,220 42,390Corporation tax receivable ‒ 1,583Derivative financial assets 1,495 4,457Cash and cash equivalents 14,128 16,64345,063 128,479 ASSETS CLASSIFIED AS HELD FOR SALE 205,725 ‒ TOTAL ASSETS 323,470 285,872CURRENT LIABILITIES Borrowings 348 16,420Contract liabilities * 386 34,750Trade and other payables 12,546 37,159Corporation tax payable 3,390 1,092Derivative financial liabilities 43 256 Provisions for liabilities and charges ‒ 22316,713 89,900 LIABILITIES CLASSIFIED AS HELD FOR SALE 160,233 ‒ NON-CURRENT LIABILITIES Borrowings 1,082 15,707Contract liabilities * ‒ 20,412Derivative financial liabilities 82 428Provisions for liabilities and charges ‒ 269Deferred tax liabilities 9,341 16,94810,505 53,764 TOTAL LIABILITIES 187,451 143,664 NET ASSETS 136,019 142,208EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THEPARENT Share capital 751 751Translation reserve (4,937) (4,223)Cash flow hedge reserve 2,057 3,657Cost of hedging reserve ‒ (317)Retained earnings 132,771 138,295TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THEPARENT 130,642 138,163 NON-CONTROLLING INTERESTS 5,377 4,045 TOTAL EQUITY 136,019 142,208* Contract liabilities are predominantly advance payments from customers. CONSOLIDATED STATEMENT OF CHANGES IN EQUITYfor the year ended 30th April, 2026 SharecapitalTranslationreserve Cashflowhedgereserve Cost ofhedgingreserve Retainedearnings Totalattributableto equityholders ofthe parent Non-controllinginterests Totalequity £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 YEAR ENDED 30THAPRIL, 2026Balance at 1st May, 2025 751 (4,223) 3,657 (317) 138,295 138,163 4,045 142,208Total comprehensiveincome:Profit for the year ‒ ‒ ‒ ‒ 55,454 55,454 2,491 57,945Other comprehensiveincome:Foreign exchangetranslation differences ‒ (714) ‒ ‒ ‒ (714) 136 (578)Effective portion ofchanges in fair value ‒ ‒ 615 121 ‒ 736 41 777Amounts reclassifiedto profit and loss ‒ ‒ (2,749) 302 ‒ (2,447) (41) (2,488)Deferred tax credit /(charge) ‒ ‒ 534 (106) ‒ 428 ‒ 428
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Other comprehensiveincome / (expense) forthe year ‒ (714) (1,600) 317 ‒ (1,997) 136 (1,861) TOTALCOMPREHENSIVEINCOME /(EXPENSE) FOR THEYEAR ‒ (714) (1,600) 317 55,454 53,457 2,627 56,084Transactions withowners: Dividends paid ‒ ‒ ‒ ‒ (60,978) (60,978) (1,295)(62,273) BALANCE AT 30THAPRIL, 2026 751 (4,937) 2,057 ‒ 132,771 130,642 5,377 136,019 CONSOLIDATED STATEMENT OF CHANGES IN EQUITYfor the year ended 30th April, 2025SharecapitalTranslationreserve Share-basedpaymentsreserve Cashflowhedgereserve Cost ofhedgingreserve Retainedearnings Totalattributableto equityholders ofthe parent Non-controllinginterests Totalequity £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 YEAR ENDED30TH APRIL, 2025 Balance at 1st May,2024 751 (2,391) ‒ 633 (426) 123,714 122,281 4,369 126,650 Total comprehensiveincome: Profit for the year ‒ ‒ ‒ ‒ ‒ 24,569 24,569 1,609 26,178 Other comprehensiveincome: Foreign exchangetranslation differences ‒ (1,832) ‒ ‒ ‒ ‒ (1,832) (20) (1,852) Effective portion ofchanges in fair value‒ ‒ ‒ 5,449 (81) ‒ 5,368 48 5,416 Ineffectivenesstransferred toprofit and loss ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ Amounts reclassifiedto profit and loss ‒ ‒ ‒ (1,665) 226 ‒ (1,439) 55 (1,384) Deferred tax (charge)/ credit ‒ ‒ ‒ (760) (36) ‒ (796) (43) (839) Othercomprehensiveincome / (expense)for the year ‒ (1,832) ‒ 3,024 109 ‒ 1,301 40 1,341 TOTALCOMPREHENSIVEINCOME /(EXPENSE) FORTHE YEAR ‒ (1,832) ‒ 3,024 109 24,569 25,870 1,649 27,519 Transfers betweenreserves ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ Transactions withowners: Dividends paid ‒ ‒ ‒ ‒ ‒ (9,988) (9,988) (1,973)(11,961) BALANCE AT30TH APRIL, 2025751 (4,223) ‒ 3,657 (317) 138,295 138,163 4,045 142,208
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CONSOLIDATED STATEMENT OF CASH FLOWSfor the year ended 30th April, 2026 2026 2025 £'000 £'000 CONTINUING AND DISCONTINUED OPERATIONS CASH FLOW FROM OPERATING ACTIVITIESProfit after tax 57,945 26,178Adjustments for: Depreciation of property, plant and equipment 7,646 6,663Depreciation of right-of-use assets 733 1,346Amortisation and impairment of intangible assets 1,415 1,580Finance costs (net) 1,167 1,660Currency losses (37) 1,371(Profit) / loss on sale of property, plant and equipment (73) 126Unrealised gain / (loss) on 10 year interest rate swap derivative (49) 1,257Share of profit of associate company (64) (65)UK tax incentive credit on research and development (704) (573)Tax expense 19,606 8,082 OPERATING CASH FLOW BEFORE CHANGES IN WORKING CAPITALAND PROVISIONS 87,585 47,625(Increase) / decrease in inventories (14,300) 6,743(Increase) in contract assets (7,365) (2,121)(Increase) in trade and other receivables (11,941) (12,095)Increase in contract liabilities 15,376 20,990Increase in trade and other payables 4,008 6,100 CASH GENERATED FROM OPERATIONS 73,363 67,242 Interest received 1,069 1,340Interest paid (2,790) (3,822)Corporation tax paid (9,846) (6,566) NET CASH INFLOW FROM OPERATING ACTIVITIES 61,796 58,194 CASH FLOW FROM INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment 385 125Acquisition of property, plant and equipment (13,307) (13,176)Acquisition of intangible assets (260) (283)Development expenditure capitalised (1,606) (2,832)Dividend from associate company 126 156 NET CASH OUTFLOW FROM INVESTING ACTIVITIES (14,662) (16,010) CASH FLOW FROM FINANCING ACTIVITIES Payment of capital element of lease liabilities (2,702) (6,073)Dividends paid (60,978) (9,988)Dividends paid to non-controlling interests (1,295) (1,973)Proceeds from new loans 66,000 12,000Repayment of loans (46,822) (49,837)Change in bank overdrafts ‒ (48) NET CASH OUTFLOW FROM FINANCING ACTIVITIES (45,797) (55,919) NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 1,337 (13,735) Cash and cash equivalents at beginning of year 16,643 30,678Effect of exchange rate fluctuations on cash held 179 (300) CASH AND CASH EQUIVALENTS AT END OF YEAR 18,159 16,643 Accounting policiesGoodwin PLC (the "Company") is incorporated in England and Wales.The Group financial statements comprise those of the Company, its subsidiaries and its associate company (togetherreferred to as the "Group"). The parent Company financial statements present information about the Company as aseparate entity and not about its Group.The Group's financial statements have been prepared in accordance with UK Company Law, UK adoptedInternational 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) 101issued in the UK. These are presented in the financial statements to be published shortly.The accounting policies set out below have been applied consistently to all periods presented in these Group financialstatements.In the application of these accounting policies, judgements made by the Directors, that have a significant effect on thefinancial statements, and estimates with a possible significant risk of material adjustment in the next year, are discussed inthe financial statements to be published shortly. The financial information previously set out does not constitute the Company's statutory accounts for the years ended 30thApril 2026 or 2025 but is derived from those accounts. Statutory accounts for 2025 have been delivered to the Registrarof Companies, and those for 2026 will be delivered in due course. The auditors have reported on those accounts; theirreport was: i. unqualified;
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ii. did not include references to any matters to which the auditors drew attention by way of emphasis without qualifyingtheir report; and iii. did not contain a statement under Section 498(2) or (3) of the Companies Act 2006. Copies of the 2026 accounts are expected to be posted to shareholders within the next two weeks and will also beavailable on the Company's website: www.goodwin.co.uk and from the Company's Registered Office: Ivy HouseFoundry, Hanley, Stoke-on-Trent ST1 3NR Discontinued operationsAs explained in the Chairman's statement and in the financial statements to be published shortly, the Board of Directorscommenced a strategic review of its Mechanical Engineering Division, during the year, to consider a range of potentialoptions to maximise value for shareholders, whilst ensuring continuity for all stakeholders, including customers and thelong-term prosperity of its businesses. These options include the potential disposal of the Mechanical EngineeringDivision, which includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat Groupand the Pump Division. After reviewing the options available, the Board of Directors decided that the preferred course of action was to progresswith a disposal of the Mechanical Engineering Division. Rothschild and Co were appointed as the Group's financialadviser to manage that process, engage with interested parties and invite offers for the businesses identified for disposal. The Board of Directors has considered the provisions of IFRS 5 and consider that they have met the requirements for theFinancial Statements to be prepared as required by the standard for Assets Held for Sale and discontinued operations. The scope of the proposed disposal was determined following consideration of the level of interest expressed by externalparties, together with an assessment of the strategic fit of the businesses and the value that could be realised forshareholders. Following the assessment, detailed financial, commercial and operational information was prepared tosupport the disposal process and enable the businesses identified for disposal to be separated from those intended toremain within the Group itself and for interested parties to undertake their evaluation of those businesses. To comply with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, the results of these businesseshave been classified as discontinued operations in these financial statements. The profit and loss account has been restatedfor the previous period, in order to report the continuing operations on a comparable basis. The result from thediscontinuing operations has been reported in one line on the income statement, with the detailed analysis of the profit andloss being included in the financial statements to be published shortly. The balance sheet is not restated for the prior period. For the current period, the assets and liabilities of the disposal groupare reported in separate lines on the consolidated balance sheet. The analysis of the disposal group's assets andliabilities is disclosed in the financial statements to be published shortly. The non-current assets of the disposal group are stated at cost less depreciation and amortisation. Other assets and liabilities of the disposal group are measured at amortised cost, with the exception of derivative assetsand liabilities which are measured at fair value, in accordance with the Group's accounting policy. The impairment review of the assets held for sale indicates that there is no need to impair the assets. Note 1 Discontinued operations The Board of Directors announced that, during the period, it commenced a strategic review to consider a range ofpotential options to maximise value for shareholders whilst ensuring continuity for all stakeholders, including customersand the long term prosperity of its business. These options include the sale of the Mechanical Engineering Division,which includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat Group and thePump Division. After reviewing the options available, the Board of Directors committed that the preferred course of action was toprogress with a disposal and to initiate an active sales process. Rothschild and Co were appointed as the Group's financialadviser to manage that process, engage with interested parties and invite indicative and, subsequently, binding offers forthe businesses identified for disposal. The disposal process is being actively pursued in accordance with the Board's approved plan, which targets completionwithin the next twelve months. The Board of Directors has considered the provisions of IFRS 5 and consider that they have met the requirements for theFinancial Statements to be prepared as required by the standard for Assets Held for Sale and discontinued operations. The scope of the proposed disposal was determined following consideration of the level of interest expressed by externalparties, together with an assessment of the strategic fit of the businesses and the value that could be realised forshareholders. Following the assessment, detailed financial, commercial and operational information was prepared tosupport the disposal process and enable the businesses identified for disposal to be separated from those intended toremain within the Group and for interested parties to undertake their evaluation of those businesses. As such, these accounts have been prepared to reflect the potential sale by reporting these companies' results asDiscontinued Operations a) Profit and loss account 2026 2025£'000 £'000Revenue 211,154 152,422Cost of sales (103,620) (91,764)Gross profit 107,534 60,658Selling and distribution costs (6,380) (5,622)Administrative expenses (32,487) (29,946)Operating profit 68,667 25,090Finance income 91 66Finance costs (2,140) (1,887)Profit before taxation 66,618 23,269Tax on profit (16,658) (5,417)Profit after taxation 49,960 17,852
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Attributable to: Equity holders of the parent 49,022 17,532Non-controlling interests 938 320 Profit for the year 49,960 17,852 b) Statement of comprehensive income 2026 2025£'000 £'000Profit for the year 49,960 17,852Other comprehensive income / (expense)Items that may be reclassified subsequently to profit or loss:Foreign exchange translation differences 116 1,150Cash flow hedges - effective portion of changes in fair value 506 (4,062)Cash flow hedges - amounts transferred to profit and loss (2,056) 815Cash flow hedges - deferred tax credit 388 664Cost of hedging - changes in fair value 127 66Cost of hedging - amounts transferred to profit and loss 242 (132)Cost of hedging - deferred tax (charge) / credit (92) 17Other comprehensive expense for the year net of income tax (769) (1,482) Total comprehensive income for the year 49,191 16,370 Attributable to: Equity holders of the parent 48,253 15,979Non controlling interests 938 39149,191 16,370 c) Net assets classified as held for sale 2026£'000Property, plant and equipment 75,329Right-of-use assets 856Intangible assets 12,474Derivative financial assets designated as cash flow hedging instruments 2,410Derivative financial assets not designated as cash flow hedging instruments 560Inventories 38,593Contract assets 31,450Trade receivables 35,322Other financial assets 1,831Non-financial assets 2,869Cash and cash equivalents 4,031Total assets of disposal group held for sale 205,725Bank loans - repayable by instalments (394)Bank loans - rolling credit facilities (47,000)Lease liabilities (909)Contract liabilities (70,228)Trade and other financial liabilities (27,994)Non-financial liabilities (392)Corporation tax payable (2,496)Derivative financial liabilities designated as cash flow hedging instruments (763)Derivative financial liabilities not designated as cash flow hedging instruments (46)Provisions for liabilities and charges (672)Deferred tax liabilities (9,339)Total liabilities of disposal group held for sale (160,233)Net assets 45,492 The carrying value of the net assets classified as held for sale is not lower than the expected sales value. d) Cash flows 2026 2025 £'000 £'000Net cash flows from operating activities 46,721 27,741Net cash flows from investing activities (10,143) (9,588)Net cash flows from financing activities 19,734 (33,381) Net increase in cash and cash equivalents 56,312 (15,228) e) Tax charge 2026 2025 £'000 £'000Current tax expense 15,615 4,909Deferred tax expense 1,043 508 16,658 5,417
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f) Revenue The analysis of revenue by region and by contract type is included in the financial statements to be published shortly. 2026 2025 £'000 £'000Revenue recognised in the year, which was included in the contractliability balance at the beginning of the period 31,191 19,060Revenue recognised from performance obligations, which weresatisfied (or partially satisfied) in previous periods 5,019 2,598 Note 2 Segmental informationReportable segmentsFurther to the strategic review detailed in the financial statements to be published shortly, a change in management reportingoccurred during the year and these accounts have been prepared reflecting this.The businesses that are to be disposed now form a separate management report and the continuing operations reportedinternally as the Refractory Engineering Division; a Technological Division made up of Duvelco and Internet Central, that wereformerly part of the Mechanical Engineering Division, but are not part of the businesses for sale; and the Central costs ofGoodwin PLC. The total column titled as Continuing has been shared as the Board of Directors see that this additionalinformation benefits those reading the financial statements that it reflects the total ongoing operations of the Group.Consequently, the segmental analysis has been prepared on the basis of the current reportable segments and the comparativefigures have been restated accordingly. 2026RefractoryTechnologicalCentralcosts ContinuingMechanical(discontinued)Group £'000 £'000 £'000 £'000 £'000 £'000Profit and loss account External revenue 64,856 3,922 84 68,862 211,154 280,016Cost of sales (32,666) (3,212) (240) (36,118) (103,620) (139,738) Gross profit 32,190 710 (156) 32,744 107,534 140,278Selling and distribution costs (5,803) (572) (71) (6,446) (6,380) (12,826)Administrative expenses (10,674) (3,593) (2,094) (16,361) (32,487) (48,848) Operating profit / (loss) 15,713 (3,455) (2,321) 9,937 68,667 78,604 Finance income 26 ‒ 944 970 91 1,061Finance costs (41) (34) (12) (87) (2,140) (2,227)Share of profit of associatecompany 64 ‒ ‒ 64 ‒ 64Unrealised (loss) / gain on 10year interest rate swapderivative ‒ ‒ 49 49 ‒ 49 Profit /loss) before tax 15,762 (3,489) (1,340) 10,933 66,618 77,551 Taxation (3,498) 740 (190) (2,948) (16,658) (19,606) Profit after tax 12,264 (2,749) (1,530) 7,985 49,960 57,945 2025 Refractory Technological Centralcosts Continuing Mechanical(discontinued) Group £'000 £'000 £'000 £'000 £'000 £'000Profit and loss accountExternal revenue 63,388 3,863 36 67,287 152,422 219,709Cost of sales (33,740) (2,346) (250) (36,336) (91,764) (128,100)Gross profit 29,648 1,517 (214) 30,951 60,658 91,609 Selling and distribution costs (5,183) (98) ‒ (5,281) (5,622) (10,903)Administrative expenses (10,777) (2,015) (856) (13,648) (29,946) (43,594)Operating profit 13,688 (596) (1,070) 12,022 25,090 37,112 Finance income 30 ‒ 1,209 1,239 66 1,305Finance costs (22) (38) (1,018) (1,078) (1,887) (2,965)Share of profit of associatecompany 65 ‒ ‒ 65 ‒ 65Unrealised (loss) / gain on 10year interest rate swapderivative ‒ ‒ (1,257) (1,257) ‒ (1,257) Profit before tax 13,761 (634) (2,136) 10,991 23,269 34,260 Taxation (2,866) 82 119 (2,665) (5,417) (8,082) Profit after tax 10,895 (552) (2,017) 8,326 17,852 26,178 2026RefractoryTechnologicalCentral costs Continuing Mechanical(discontinued)Group
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£'000 £'000 £'000 £'000 £'000 £'000Balance sheetTotal assets 62,252 27,679 27,814 117,745 205,725 323,470Total liabilities (10,327) (2,338) (14,553) (27,218) (160,233) (187,451) Net assets 51,925 25,341 13,261 90,527 45,492 136,019 2025Balance sheetTotal assets 62,317 25,143 21,887 109,347 176,525 285,872Total liabilities (9,984) (2,015) (11,849) (23,848) (119,816) (143,664)Net assets 52,333 23,128 10,038 85,499 56,709 142,208 2026 Refractory Technological Central costs Continuing Mechanical(discontinued) Group £'000 £'000 £'000 £'000 £'000 £'000Cash flowstatement Cash flow fromoperating activities 12,965 (1,524) 3,634 15,075 46,721 61,796Cash flow frominvesting activities (1,224) (2,830) (465) (4,519) (10,143) (14,662)Cash flow fromfinancing activities (1,581) (92) (63,858) (65,531) 19,734 (45,797)Net increase /(decrease) in cashand cashequivalents 10,160 (4,446) (60,689) (54,975) 56,312 1,337 2025Cash flowstatementCash flow fromoperating activities 13,672 2,343 14,438 30,453 27,741 58,194Cash flow frominvesting activities (2,206) (4,201) (15) (6,422) (9,588) (16,010)Cash flow fromfinancing activities (2,193) (74) (20,271) (22,538) (33,381) (55,919)Net increase /(decrease) in cashand cashequivalents 9,273 (1,932) (5,848) 1,493 (15,228) (13,735) 2026Refractory Technological Central costs Continuing Mechanical(discontinued) Group £'000 £'000 £'000 £'000 £'000 £'000Other segmentalinformationCapitalexpenditure:Property, plant andequipment 1,062 1,922 1,008 3,992 9,911 13,903Right-of-use assets 728 5 ‒ 733 317 1,050Intangible assets 312 934 80 1,326 540 1,8662,102 2,861 1,088 6,051 10,768 16,819Depreciation,amortisation andimpairment: Depreciation - PPE 1,533 519 499 2,551 5,095 7,646Depreciation - ROU 308 106 ‒ 414 319 733Amortisation andimpairment 721 90 92 903 512 1,4152,562 715 591 3,868 5,926 9,794 2025 Refractory Technological Central costs Continuing Mechanical(discontinued) Group£'000 £'000 £'000 £'000 £'000 £'000Other segmentalinformationCapitalexpenditure:Property, plant andequipment 1,457 3,238 162 4,857 10,153 15,010Right-of-use assets 6 ‒ 55 61 86 147Intangible assets 504 1,772 1 2,277 838 3,1151,967 5,010 218 7,195 11,077 18,272
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Depreciation,amortisation andimpairment:Depreciation - PPE 1,451 181 307 1,939 4,724 6,663Depreciation - ROU 437 107 310 854 492 1,346Amortisation andimpairment 828 ‒ 98 926 654 1,5802,716 288 715 3,719 5,870 9,589 Geographical segmentsThe Group operates in the following principal locations. In presenting the information on geographical segments, revenue isbased on the location of its customers and assets on the location of the assets. 2026 2025 (restated)Continuing Discontinued * Total Continuing Discontinued * Total£'000 £'000 £'000 £'000 £'000 £'000Revenue:UK 19,672 57,606 77,278 18,749 45,155 63,904Rest of Europe 7,779 19,812 27,591 8,003 18,668 26,671USA 456 67,560 68,016 524 34,902 35,426Pacific Basin 26,210 18,800 45,010 24,515 18,211 42,726Rest of World 14,745 47,376 62,121 15,496 35,486 50,98268,862 211,154 280,016 67,287 152,422 219,709Net assets:UK 68,130 1,700 69,830 64,412 19,481 83,893Rest of Europe ‒ 19,648 19,648 ‒ 15,550 15,550Pacific Basin 17,139 131 17,270 16,106 ‒ 16,106Rest of World 5,258 24,013 29,271 4,924 21,735 26,65990,527 45,492 136,019 85,442 56,766 142,208Non-current assetsUK 60,658 70,167 130,825 58,591 67,046 125,636Rest of Europe ‒ 10,647 10,647 ‒ 8,627 8,627Pacific Basin 6,686 86 6,772 6,185 105 6,290Rest of World 1,446 7,759 9,205 1,802 8,977 10,77968,790 88,659 157,449 66,578 84,755 151,332Capital expenditureUK 5,048 8,008 13,056 6,623 5,845 12,468Rest of Europe ‒ 2,533 2,533 ‒ 4,186 4,186Pacific Basin 930 ‒ 930 169 2 171Rest of World 71 226 297 402 1,045 1,4476,049 10,767 16,816 7,194 11,078 18,272 * The totals are non-GAAP measures, which have been included to provide a useful analysis of the Group as awhole.Note 3Dividends Subject to shareholder approval of the proposed dividend at the forthcoming Annual General Meeting on 7th October, 2026, a final dividend of 330 pence per share, (2025: 280p, together with the special interim dividend of 532 pence per share paid in November 2025, total distributions in respect of the prior year amounted to 812 pence per share). Payment of the proposed dividend will not be split between October and the subsequent April, as has been the case for the past few years, and will be paid in full on 9th October, 2026 to shareholders on the register on 17th September, 2026. Subject to the continued performance of the business and the outcome of the ongoing strategic review of the Mechanical Engineering Division and disposal thereof, if a disposal does not complete, the Board intends to consider declaring an interim dividend payable in April 2027. This would be with the objective of bringing the total distributions for the year broadly into line with the Group's previous policy of distributing 58% of post-tax profits plus depreciation and amortisation. If a disposal does complete the Board anticipates a substantial proportion of the cash proceeds will be paid out to shareholders. Having reinvested over £200 million during the past two decades into highly efficient, technologically advanced manufacturing plant, equipment, subsidiary growth, and capitalised our intellectual property designs and processes as intangibles, the Group now benefits from having the required facilities and operational capacity to support ongoing profitability with only modest levels of future capital expenditure. Importantly the dividend payment will not compromise the Group's longstanding proactive approach to equipment maintenance,facility investment and acquisitions. Management teams will continue to be encouraged to allocate resources and time towardsidentifying and developing new growth opportunities and product lines. However, at the present time, the major capital projectsvisible on the horizon are expected to be fully customer-funded, further supporting the Board's confidence that the revisedDividend Policy remains viable and sustainable for the foreseeable future. Note 4Earnings per share 2026 2025NumberNumber
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Ordinary shares in issueOpening and closing shares in issue 7,509,6007,509,600 Total ordinary shares 7,509,6007,509,600 Weighted average number of ordinary shares in issue 7,509,6007,509,600 2026 2025£'000 £'000 From continuing operations 6,432 7,037From discontinued operations 49,022 17,532 Relevant post-tax profits attributable to ordinary shareholders 55,454 24,569 2026 2025pence pence From continuing operations 85.65 93.71From discontinued operations 652.79 233.46Basic and diluted earnings per share 738.44 327.17 Note 5Going ConcernThe Directors, after having reviewed the Group forecasts and possible challenges that may occur over the short to mediumterm, are confident that the Group has adequate resources to continue to operate for at least twelve months from the date thatthese financial statements are approved and have continued to adopt the going concern principle in preparing the financialstatements.As at 30th April 2026, the Group's gearing ratio stood at 22.4% (2025: 9.9%), which is due to an increase in the Group's workingcapital by £15.9 million due to the significant increase in trading activity of the Group (29%) against asubstantial shareholders' net worth of £131 million (2025: £138 million). The retained reserves of the Group and the increasedheadroom in lender facilities put it in a strong position to deal with any material unforeseen adverse issues that may occur andhave 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 conceivablefinancial challenges to ensure that the Group finances remain robust throughout the period being tested. The stress test modelbegins with the Group forecasts, that have been consolidated from the individual forecasts generated by the Directors of each ofthe subsidiaries and reflects their specific knowledge of their business and the markets within which they operate, to ensure thatthe forecasts that they produce reflect the market conditions, the business strategy and expected outlook. Each of these subsidiarylevel forecasts is then reviewed, challenged and approved by the relevant Divisional Managing Director, who is immersed ineach of these businesses to such an extent that they know and understand each of their markets. As the Group is so diverse, withtwo 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 twoevents could take place, but it is highly improbable that all the stress test events would occur at the same time. The stress testsimplemented reduced revenues and consequently pre-tax profits, which for these stress tests implemented reduced pre-tax profitby a combined amount of 66%, without reducing the discretionary capital expenditure programme, maintaining overheads attheir current expected levels, maintaining the dividend policy and utilising the finance facilities at the same amounts that willbe in place twelve months from the signing of these accounts. The results of the stress test modelling did not highlight any goingconcern 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 inplace at the year end.Whilst our carrying values of trade debtors and contract assets are significant, we see little risk here in terms of recovery due tothe quality of the customers that the Group contracts with. Where possible, we credit insure the majority of our trade debtors andour pre-credit risk (work in progress), and for significant contracts where credit insurance is not available we ensure, wherepossible, that those contracts are backed by letters of credit or cash positive milestone payments.As discussed in the financial statements to be published shortly, the Mechanical Engineering activity remains high and theRefractory Engineering segment continues to be buoyant and the Technological Division is still in its infancy but has significantpotential.The Board of Directors announced that it has commenced a strategic review during the year to consider a range of potentialoptions to maximise value for shareholders whilst ensuring continuity for all stakeholders, including customers and the long-termprosperity of its business. These options include the sale of the Mechanical Engineering Division, which includes Goodwin SteelCastings Limited, Goodwin International Limited, Noreva GmbH, Easat Group and the Pump Division. A review of thecontinuing operations of the Group was undertaken to ensure that it could operate as a going concern if the potential sale wasfinalised, which the Board concluded that it could do so.The Directors are confident that, whether this potential sale happens or not, the Group and Company will have sufficient funds tocontinue to meet their liabilities as they fall due for at least twelve months from the date of approval of the financial statementsand therefore have prepared the financial statements on a going concern basis. Note 6 Annual General Meeting The Annual General Meeting will be held at 10.30 a.m. on Wednesday, 7th October 2026 at Crewe Hall, Weston Road, Crewe,Cheshire CW1 6UZ Note 7 Alternative Performance Measures The alternative performance measures are based on the totals of continuing and discontinued operations and are Non-GAAP. Measure Method of calculation/ reference 2026 2025 Gross profit (£'000) Segmental information 140,278 91,609Revenue (£'000) Segmental information 280,016 219,709 Gross profit as percentage of revenue (%) Gross profit / Revenue 50.1% 41.7% Profit before tax (£'000) Segmental information 77,551 34,260
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Unrealised (gain) / loss on 10 year interestrate swap derivative (£'000) Consolidatedstatement of profit andloss (49) 1,257Trading profit (£'000) 77,502 35,517 Operating profit (£'000) Segmental information 78,604 37,112Capital employed (£'000) 159,926 151,788 Return on capital employed (%) Operating profit /capital employed 49.2% 24.4% Net debt (£'000) 29,284 13,625Net assets attributable to equity holders ofthe parent (£'000) Consolidated balancesheet 130,642 138,163 Gearing (%) Net debt / equity, asabove 22.4% 9.9% Net profit attributable to equity holders ofthe parent (£'000) Consolidatedstatement ofprofit and loss 55,454 24,569Net assets attributable to equity holders ofthe parent (£'000) Consolidated balancesheet 130,642 138,163Return on investment (%) Net profit / net assets 42.4% 17.8% Revenue (£'000) Segmental information 280,016 219,709Average number of employees 1,296 1,253 Revenue per employee (£) Group revenue /average employees 216,062 175,346 Annual post tax profit (£'000) Consolidatedstatement ofprofit and loss 57,945 26,178 Interest rate SWAP mark to market net oftax @ 25% (2025: 25%) (£'000) Consolidatedstatement ofprofit and loss (37) 943Depreciation owned assets (£'000) 7,646 6,663Depreciation right-of-use assets (£'000) 733 1,346Amortisation and impairment (£'000) 1,415 1,580Exclude operating lease depreciation(£'000) (655) (566)Annual post tax profit +depreciation + amortisation (£'000) 67,047 36,144 FIVE YEAR FINANCIAL SUMMARY 2022 2023 2024 2025 2026 £'000 £'000 £'000 £'000 £'000 Continuing anddiscontinued operations (Non-GAAP measure) Revenue 144,108 185,742 191,258 219,709 280,016Trading profit 17,201 18,940 24,094 35,517 77,502Profit before taxation 19,941 22,129 24,207 34,260 77,551Tax on profit (6,321) (5,616) (6,491) (8,082) (19,606)Profit after taxation 13,620 16,513 17,716 26,178 57,945 Basic earnings per ordinaryshare (in pence) 169.14p 206.81p 224.53p 327.17p 738.44pDiluted earnings per ordinaryshare (in pence) 169.14p 206.81p 224.53p 327.17p 738.44p Total equity 119,743 129,157 126,650 142,208 136,019 Trading profit is defined as profit before tax, less the impact of the interest rate swap valuation. The calculation isreported in the Alternative Performance Measures as shown in the financial statements to be published shortly. This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authorityto act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this informationmay apply. For further information, please contact rns@lseg.com or visit www.rns.com. RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information
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