DIRECTORS’ REPORT CONTINUED
Substantial shareholdings As at 31 March 2026, the Company had been notified of, or was aware of, the following major shareholdings equal to, or greater than, 3% of the issued share capital of the Company:
Political donations There were no political donations during the year (FY 2024/25: nil). Auditor and disclosure of information to auditor Deloitte LLP has indicated its willingness to continue in office and a resolution to re-appoint it as auditor will be proposed at the forthcoming Annual General Meeting. Each of the Directors in office as at the date of this report confirms that: ■ so far as the Director is aware, there is no relevant audit information of which the Group and Company’s auditors are unaware; and ■ they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group and Company’s auditors are aware of that information. Annual General Meeting The Notice of the Annual General Meeting to be held at 11.30 am on Friday 24 July 2026 will be sent to Shareholders separately from this report. The venue for the meeting is 2 Chancellor Court, Occam Road, Guildford, Surrey, GU2 7AH. Details of the arrangements for that meeting will be as set out in the Notice for that meeting. Going concern For the reasons explained in the Viability Statement on pages 85 to 86, the Directors continue to adopt the going concern basis in preparing this Annual Report and Accounts. By order of the Board
Holdings of ordinary shares (5p)
% of issued share capital
Shareholder
Kempen Capital Management NV 10,395,098
10.68 8.10 5.34 4.30 3.32
BlackRock, Inc. Swedbank Robur
7,883,782 5,196,000 4,187,212 3,233,883 3,231,040 2,952,868
Impax Asset Management Columbia Threadneedle
NFU Mutual
3.32 3.03
ClearBridge Investments
As at 1 June 2026, the Company had been notified of, or was aware of, the following Shareholders holding 3% or more of the issued share capital of the Company:
Holdings of ordinary shares (5p)
% of issued share capital
Shareholder
Kempen Capital Management NV 10,565,098
10.85
BlackRock, Inc. Swedbank Robur
7,917,811 3,816,537 3,361,270 3,246,725
8.13 3.92 3.45 3.33
NFU Mutual
Columbia Threadneedle ClearBridge Investments
2,969,368 3.05 Authority to purchase own shares At the Annual General Meeting held on 25 July 2025, Shareholders authorised the Company to purchase in the market up to 10% of its issued share capital (9,635,610 ordinary shares) and, as at 31 March 2026, all of this authority remained in force and unused. This authority is renewable annually, and a special resolution will be proposed at the 2026 Annual General Meeting to renew it. The Directors will only purchase the Company’s shares in the market if they believe it is in the best interest of Shareholders generally. Change of control Details of the Group’s borrowing facilities are provided in the Financial Review section of the Strategic Report on pages 34 to 37. These agreements contain a change of control provision, which may result in the facility being withdrawn or amended upon a change of control of the Group. The Group is party to a number of commercial agreements which, in line with industry practice, may be affected by a change of control following a takeover bid. There are no agreements between the Company and its Directors or employees providing for compensation for loss of office or employment which occurs because of a takeover bid.
Greg Davidson Group General Counsel & Company Secretary 2 June 2026 2 Chancellor Court Occam Road Surrey Research Park Guildford Surrey GU2 7AH Registered number: 02008246
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discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
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