SECTION 172 STATEMENT
The Board of discoverIE Group plc takes seriously its duties to act in accordance with legal requirements and appropriate business and ethical standards. This includes fulfilling the duties described in Section 172 of the Companies Act 2006 (the “Act”).
Section 172 of the Companies Act 2006 The discoverIE Board’s response Relations with external parties (s. 172(c)) The Group works with a large number and variety of customers, suppliers and other third parties. It is of great importance that relations with those parties are appropriate. In FY2026, the Board:
■ Regularly considered the marketplaces within which the Group’s customers operate and the challenges they face, and opportunities available. This helped shape the way in which resources were allocated in order to ensure that the Group was well positioned to meet customer needs. ■ Considered the impacts on customers and suppliers of global economic uncertainties, enabling resources to be allocated to the most appropriate territories. Please see pages 38 to 39 for more details on our approach to stakeholder engagement. In FY2026, the Board: ■ Continued its focus on environmental, social and governance matters, as demonstrated by the focus of the Sustainability Committee, which met three times over the course of the year. Further details can be found in this report on pages 42 to 73. ■ Oversaw completion of the Group’s net-zero emissions submission to the Science Based Targets initiative (SBTi) and subsequent approval. ■ Continued its support for the Community Foundation for Surrey. In FY2026, the Board: ■ Received regular reports from the Head of Risk focused on strengthening governance and compliance frameworks, enhancing the integration of acquisitions into the Group, and supporting the identification and management of existing and emerging risks. ■ Reviewed and approved the Group’s material controls, approved the scope of the Group’s material controls work, and oversaw the completion of a dry run exercise in preparation for a formal declaration under Provision 29 of the UK Corporate Governance Code in FY2027.
Section 172 A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and, in doing so, have regard (among other matters) to: ■ The likely consequences of any decision in the long-term; ■ The interests of the company’s employees; ■ The need to foster the company’s business relationships with suppliers, customers and others;
■ The impact of the company’s operations on the community and environment; ■ The desirability of the company maintaining a reputation for high standards of business conduct; and ■ The need to act fairly as between members of the company. The information below describes how the Directors have had regard to the matters referred to in Section 172 of the Act in performing their duties and constitutes the Board’s Section 172 Statement for the year ended 31 March 2026.
Community and environment (s. 172(d)) Wherever the Group operates, it forms a part of its local community and, more broadly, seeks to ensure that it provides a positive contribution to the environment.
Section 172 of the Companies Act 2006 The discoverIE Board’s response Long-term decision-making (s.172(a)) The Board delegates day-to-day
Reputation for high standards of business conduct (s.172(e))
In FY2026, the Board: ■ Considered long-term sustainability-related issues and their potential impact on the Group’s strategy and ongoing performance, including ongoing monitoring of climate-related risks and opportunities and the Group’s net-zero targets and related plans. For further details on our strategy and business model, please see pages 10 to 17 and for details of progress relating to sustainability, please see pages 42 to 73. ■ Considered a number of acquisition proposals. The Board only approves an acquisition if it is satisfied, after full consideration, that it meets the Section 172(1) requirement that it is most likely to promote the success of the Group for the benefit of its members as a whole, and it considers the value projected to be added to the Group, over a defined future period. This judgement is recorded. During the year, the Board approved the acquisitions of Storm Interface (completed December 2025) and Trival Antene (completed April 2026). ■ Received presentations on specific business areas and, through ongoing discussion with business leaders, determined strategic priorities for a three- year period, and the development of robust supporting operating plans. ■ Agreed the Group’s principal risks, considered emerging risks and received regular risk management and internal control reviews throughout the year. The Group’s principal risks can be found on pages 79 to 84, our approach to emerging risks can be found on page 77 and the work of the Audit and Risk Committee can be found in the Audit and Risk Committee Report on pages 104 to 109. ■ Set annual budgets and capital allocation, and oversaw business performance against targets, enabling the Board to confirm the Group’s outlook for the year ahead, the going concern statement and its longer-term viability. In FY2026, the Board: ■ Received updates on the impact on staff of global and local inflation rates. ■ Continued to ensure that the communications between the Board, Group Management Committee, individual operating companies and Group employees were optimised. Board members also joined an internal conference in Poland, which was attended by over 100 colleagues globally, to celebrate the 100th anniversary of Noratel. ■ Reviewed Board and senior management remuneration and employment relations and arrangements across the Group. For a summary of our employee engagement activities, please see page 38 and pages 92 to 95.
The Board is responsible for developing a corporate culture across the Group that promotes integrity and transparency. It has established comprehensive systems of corporate governance, which promote corporate responsibility and ethical behaviour.
management and decision-making to its senior management team, but it maintains oversight of the Group’s performance, and reserves to itself specific matters for approval, including the strategic direction of the Group, acquisitions and disposals, and entering into material contracts above set thresholds. The Board monitors performance against strategy and that decision-making is appropriate by receiving regular updates, in Board and Committee meetings and at other intervals, as appropriate. Members of the Board also hold individual meetings with members of the wider management team on a regular basis. Processes are in place to ensure that the Board receives all relevant information to enable it to make well-judged decisions for the long-term success of the Group and its various stakeholders.
■ Approved the Group’s Modern Slavery Act Statement. Please see page 45 for further details on our Group Policies.
Acting fairly as between members of the Company (s.172(f)) The Board aims to understand the views of Shareholders and always act in their best interests.
In FY2026, the Board: ■ Maintained close relations with its main Shareholders through regular dialogue, both after the publication of full-year and half-year results, and on an ad hoc basis. ■ Approved value-enhancing acquisitions, Storm Interface (completed December 2025) and Trival Antene (completed April 2026). ■ Received investor relations updates at every Board meeting and direct feedback from investors on publication of trading results and updates. ■ Communicated with Shareholders ahead of the Annual General Meeting on 24 July 2025 and then met with Shareholders at that meeting.
Other key activities The Board met regularly throughout the year and, in the year ended 31 March 2026, held six meetings. The Board’s agenda considers all relevant matters at scheduled meetings. As part of its regular programme of Board activities, the Board also receives reports from the Group Chief Executive, the Group Finance Director and the Group General Counsel & Company Secretary, keeping the Board informed as to financial and commercial performance and regulatory and legal affairs.
Employee interests (s. 172(b)) The success of the Group depends upon a highly skilled and motivated workforce, an entrepreneurial and innovative culture, set within structures that provide fairness for all.
40
41
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