DIRECTORS’ REPORT
Directors Board membership and biographical details of the Directors are on pages 88 and 89 and are incorporated by reference. Copies of Executive Directors’ service contracts are available to Shareholders for inspection at the Company’s registered office and at the Annual General Meeting. Details of the Directors’ remuneration and service contracts and their interests in the shares of the Company are included in the Directors’ Remuneration Report, which is set out on pages 116 to 137. Powers of the Directors The Board of Directors is responsible for the management of the business of the Company and may exercise all the powers of the Company, subject to the Company’s Articles of Association (the “Articles”), the Companies Act 2006, and any directions given by the Shareholders by special resolution. The Articles may be amended by a special resolution of the Company’s Shareholders. Appointment and replacement of Directors The Board can appoint a Director but anyone so appointed must be elected by an ordinary resolution at the next General Meeting. All Directors offer themselves for re-election at each Annual General Meeting. Directors’ conflicts of interest The Company has procedures in place for managing conflicts of interest. Should a Director become aware that they, or any of their connected parties, have any interest in an existing or proposed transaction with discoverIE, they should notify the Board in writing or at the next Board meeting. Internal controls are in place to ensure that any related party transactions involving Directors, or their connected parties, are conducted on an arm’s length basis. Directors have a continuing duty to update any changes to these conflicts. Directors’ indemnity The Articles of the Company contain an indemnity in favour of the Directors, which is a qualifying third party indemnity within the meaning of s.234 of the Companies Act 2006. This was in force throughout the year ended 31 March 2026 and at the time of the approval of this Annual Report and Accounts. Directors of subsidiary undertakings are also subject to this qualifying third party indemnity. In addition, each Director of the Company has entered into a Deed of Indemnity with the Company, which operates only in excess of any right to indemnity that a Director may enjoy under any such other indemnity or contract of insurance. The Company has also arranged appropriate insurance cover in respect of legal action against its Directors and officers.
Share capital As at 31 March 2026, the Company’s issued share capital consisted of 97,356,109 ordinary shares of 5p each (no shares are held in treasury). Details of movements in the Company’s issued share capital can be found in note 29 to the Group consolidated Financial Statements. Restrictions on transfer of securities in the Company There are no restrictions on the transfer of securities in the Company, except that certain restrictions may from time to time be imposed by laws and regulations (for example, insider trading laws such as the Market Abuse Regulation) and pursuant to the Listing Rules of the Financial Conduct Authority, whereby certain employees of the Company require the approval of the Company to deal in the Company’s ordinary shares. The Company is not aware of any agreements between holders of securities that may result in restrictions on the transfer of securities. Rights and obligations attaching to shares Subject to the Articles, the Companies Act 2006 and other Shareholders’ rights, shares in the Company may be issued with such rights and restrictions as the Shareholders may by ordinary resolution decide, or, if there is no such resolution, as the Board may decide, provided it does not conflict with any resolution passed by Shareholders. The rights attached to any class of shares can be amended if approved, either by 75% of Shareholders holding the issued shares in the class by amount, or by special resolution passed at a separate meeting of the holders of the relevant class of shares. Every member and every duly appointed proxy present at a General Meeting or class meeting has, upon a show of hands, one vote and every member present in person or by proxy has, upon a poll, one vote for every share held. No person holds securities in the Company carrying special rights with regard to control of the Company.
The Directors’ report for the financial year ended 31 March 2026 is set out below. Certain matters required to be included in the Directors’ report are included in the Strategic report, as the Board considers them to be of strategic importance, as follows:
Section
Progress made
Greg Davidson Group General Counsel & Company Secretary
Future business developments
Throughout the Strategic Report (pages 01 to 87) Risk management and principal risks and uncertainties (pages 74 to 84) Please see pages 38 and 92 to 95
Risk management
Employee engagement
Greenhouse gas emissions Sustainability Report (pages 42 to 73) Stakeholder engagement Please see pages 38 and 39 Corporate Governance Statement Corporate Governance Report (pages 90 to 102) The Group’s policies and processes for managing capital, financial risk management objectives, financial instruments and hedging activities, and exposure to credit and liquidity risk, are disclosed in note 26 to the Group consolidated Financial Statements. Both the Directors’ report and the Strategic Report have been drawn up in accordance with English company law. The liabilities of the Directors in connection with that report shall be subject to the limitations and restrictions provided by such law. Financial results and dividends The audited consolidated Financial Statements set out the results of the Group for the financial year to 31 March 2026 and are shown on pages 150 to 205. The key strategic indicators of the business are set out in the Strategic report on page 11. The Directors recommend a final dividend of 8.95p per share (2024/25: 8.60p) which, together with the interim dividend of 4.05p per share (2024/25: 3.90p), makes a total dividend for the year of 13.0p per ordinary share (2024/25: 12.5p). Subject to approval by Shareholders of the recommended final dividend, the dividend award to Shareholders for 2025/26 will total £12.5m (2024/25: £12.1m). If approved, the Company will pay the final dividend on 31 July 2026 to Shareholders on the register of members at 26 June 2026. The Board believes that, as an acquisitive growth company, maintaining a progressive dividend policy, with the long- term dividend covered over three times by adjusted earnings, is appropriate to enable both dividend growth and a higher level of investment from internally generated resources.
The Board believes that, as an acquisitive growth company, maintaining a progressive dividend policy is appropriate to enable both dividend growth and a higher level of investment from internally generated resources.”
112
113
discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
Made with FlippingBook - professional solution for displaying marketing and sales documents online