DIRECTOR S REP ORT AND ACCOUNTS th 3O APRIL 2O16 INDEX Notice of AGM Notes to Notice of AGM GROUP STRATEGIC REPORT Chairman’s Statement Objectives, Strategy and Business Model Principal Risks and Uncertainties Corporate Social Responsibility DIRECTORS’ REPORTS Report of the Directors Corporate Governance Report Audit Committee Report Directors’ Remuneration Policy and Report Statement of Directors’ responsibilities in respect of the Annual Report and the financial statements AUDITOR’S REPORT Independent auditor’s report to the members of Goodwin PLC FINANCIAL STATEMENTS Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated balance sheet Consolidated cash flow statement NOTES TO THE FINANCIAL STATEMENTS Notes to the consolidated financial statements Company balance sheet Company cash flow statement Company statement of changes in equity Notes to the Company financial statements 1 2 3 5 6 7 9 11 13 16 22 23 26 27 28 29 30 31 58 59 60 61 74 FIVE YEAR FINANCIAL SUMMARY GOODWIN PLC www.goodwin.co.uk Registered in England and Wales, Number 305907 Established 1883 Directors: J. W. Goodwin (Chairman) J. Connolly S. R. Goodwin B. R. E. Goodwin J. E. Kelly (Non-Executive Director) R. S. Goodwin (Managing Director) M. S. Goodwin S. C. Birks T. J. W. Goodwin Secretary and registered office: Mrs. P. Ashley, B.A., A.C.I.S. Ivy House Foundry, Hanley, Stoke-on-Trent, ST1 3NR Registrar and share transfer office: Computershare Investor Services PLC, P.O. Box No. 82, Bristol, BS99 7NH Auditors: KPMG LLP, One Snowhill, Snow Hill Queensway, Birmingham, B4 6GH NOTICE IS HEREBY GIVEN that the EIGHTY FIRST ANNUAL GENERAL MEETING of the Company will be held at 10.30 am on Wednesday, 5th October, 2016, at Crewe Hall, Weston Road, Crewe, Cheshire CW1 6UZ, for the purpose of considering and, if thought fit, passing the following resolutions which are proposed as ordinary resolutions. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. To receive the Directors’ Reports and the audited financial statements for the year ended 30th April, 2016. To approve the payment of the proposed ordinary dividend on the ordinary shares. To re-elect Mr. J. Connolly as a Director. To re-elect Mr. S. C. Birks as a Director. To re-elect Mr. B. R. E. Goodwin as a Director. To approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) for the year ended 30th April, 2016, as stated on pages 19 to 21 of the Directors’ Report. To approve the Directors’ Remuneration Policy, the full text of which is set out on pages 16 to 18 of the Directors’ Report. To approve and adopt the Company’s Equity Long Term Incentive Plan (the ”LTIP”), the principal terms of which are set out in the explanatory notes enclosed with the Directors’ Report, and to authorise the Directors to adopt the LTIP and to take any action necessary or appropriate to implement and grant awards under the LTIP. To adopt FRS 101, ‘Reduced Disclosure Framework’ for the Goodwin PLC Company financial statements as detailed in the enclosed explanatory notes. To re-appoint KPMG LLP as auditor and to authorise the Directors to determine their remuneration. By Order of the Board P. Ashley Secretary Registered Office: Ivy House Foundry, Hanley, Stoke-on-Trent. 28th July, 2016 1 NOTES TO NOTICE OF ANNUAL GENERAL MEETING: 1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. 2. To be valid any proxy form or other instrument appointing a proxy must be received by post, by scanned copy sent to proxies@goodwingroup.com or (during normal business hours only) by hand at Ivy House Foundry, Hanley, Stoke-on-Trent, ST1 3NR no later than 10.30am on 3rd October, 2016. 3. The return of a completed proxy form or other such instrument will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so. 4. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. 5. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company. 6. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at 10.30 am on 3rd October, 2016 (or, in the event of any adjournment, 10.30 am on the date which is two days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. 7. As at 27th July, 2016 (being the last business day prior to the publication of this Notice) the Company’s issued share capital consists of 7,200,000 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 28th July, 2016 are 7,200,000. 8. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website. 9. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the chairman and the chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of representation letter if the chairman is being appointed as described in (i) above. 10. None of the Directors have service contracts with the Company. 11. If approved by shareholders the ordinary dividends will be paid to shareholders on 7th October, 2016. 2 GROUP STRATEGIC REPORT GOODWIN PLC CHAIRMAN’S STATEMENT The pre-tax profit for the Group for the twelve month period ending 30th April, 2016, was £12.3 million (2015: £20.1 million), a decrease of 39% on a revenue of £124 million (2015: £127 million) which is 3% down on the figures reported for the same period last financial year. The Directors propose an unchanged ordinary dividend of 42.348p (2015: 42.348p). The diversity of products that address different world markets is part of the Group’s strength, but even the history of diversity between our foundry, our valve companies that primarily address the oil, gas and LNG industries, our pump companies that primarily address the mining industries, our radar systems company and our ten refractory companies has not been enough to prevent the decline in profits over the past two years. The severe contraction of the oil and gas industry worldwide, with over US$530 billion of cancelled or delayed projects, and the mining industries, who have had a very difficult year, has presented a challenge and the resultant reduced spending levels in the jewellery markets and the slowdown in China have all been unhelpful. There is, however, brightness on the horizon, with Easat Radar Systems, which absorbed NRPL Aero Oy, Finland this last year, and has a record workload of £12.5 million. Noreva GmbH has a similar order book level for its nozzle valves, which results from a combination of winning large orders in Saudi Arabia and from the USA LNG industry, and also starts the new year with a record order book. Steps have been taken at Goodwin International over the past two years to add additional market sectors to its portfolio of products and customers by offering machining and high integrity fabrication for other customers. This has resulted in additional order input for the new financial year but as yet not enough to compensate for the drop-off of the oil and gas sector where we are still winning some orders of the few that are available. Some of this new non valve work will be spread out over multi-year contracts, but nevertheless, it has in part allowed the Group to mitigate some of the major damage from such a vast contraction of the oil, gas and mining industry activity where we will be unlikely to see significant signs of regeneration for another two years. Goodwin Refractory Services benefitted from the asset purchase it made last year from a complementary French casting powder company and grew its pre-tax profits by 47% to £1.47 million. Similarly, in this new financial year, following intangible asset purchases in October 2015 from Westland (GB Trading) Limited and having spent six months of last year constructing a new perlite plant at Hoben International, both Dupré Minerals and Hoben International are expected to significantly improve their profitability as compared to the financial year just com- pleted. All the above does not alter the fact that our steel foundry and UK valve manufacturing activity have less orders and the ones we have are on tighter margins, but at least the new areas of business are softening the unwelcome severe downturn in the oil and gas and mining industries. It would be appropriate to thank all those involved in developing these new areas of business which have programmes that run for many years. The Group order workload as at 30th April, 2016 is 16% higher than 12 months earlier and stood at £92 million. Although some of this workload has tighter margins, it provides a better start to the new year which will be difficult with world trading conditions being less than buoyant. Goodwin International will be launching its newly developed and patented axial piston control and shut off valve at the Düsseldorf Valve World Exhibition this coming November and, similarly in Düsseldorf, Goodwin Steel Castings will be presenting a paper at the Duplex Conference in October on higher performing duplex stainless steel castings and welding electrode wire and rod. The Group’s net cash generated from operating activities prior to investments amounted to £9.9 million (2015: £18.0 million)and the Group’s gearing at the year end was 26.1% (2015: 12.3%). Shareholders’ equity has risen from £82.7 million to £86.3 million. It has been decided by the Board that it would be appropriate, subject to shareholder approval at the Annual General Meeting, to incentivise the Executive Directors of Goodwin PLC to drive back the total shareholder return (“TSR”) towards the levels it enjoyed two years ago by increasing Group turnover and pre-tax 3 GROUP STRATEGIC REPORT CHAIRMAN’S STATEMENT (continued) profitability. Whilst this may not occur in one year, the three year programme targeted to bring in new products and customers will hopefully, with hard work, position the Group in a more favourable situation. Accordingly, shareholders are also being asked to approve a revised Direc- tors’ Remuneration Policy incorporating the new long-term incentive plan. the key performance For www.goodwin.co.uk/2016. indicators and ratios please refer to the website We take the opportunity of thanking the employees and the Directors both in our UK and overseas companies for the hard work put in to achieve these Group results. 28th July, 2016 J. W. Goodwin Chairman 4 GROUP STRATEGIC REPORT OBJECTIVES, STRATEGY AND BUSINESS MODEL The Group’s main OBJECTIVE is to have a sustainable long-term engineering based business with good potential for profitable growth while providing a fair return to our shareholders. The Board’s STRATEGY to achieve this is: (cid:129) to supply a range of technically advanced products to growth markets in the mechanical engineering and refractory engineering segments in which we have built up a global reputation for engineering excellence, quality, efficiency, reliability, price and delivery; (cid:129) to manufacture advanced technical products profitably, efficiently, and economically; (cid:129) to maintain an ongoing programme of investment in plant, facilities, sales and marketing, research and development with a view to increasing efficiency, reducing costs, increasing performance, delivering better products for our customers, expanding our global customer base and keeping us at the forefront of technology within our markets; (cid:129) to control our working capital and investment programme to ensure a safe level of gearing; (cid:129) to maintain a strong capital base to retain investor, customer, creditor and market confidence and so help sustain future development of the business; (cid:129) to support a local presence and a local workforce in order to stay close to our customers; (cid:129) to invest in training and development of skills for the Group’s future. BUSINESS MODEL The Group’s focus is on manufacturing within two sectors; mechanical engineering and refractory engineering and through this division of our manufacturing activities, the Group benefits from market diversity. Further details of our business and products are shown on our website www.goodwin.co.uk/2016. Mechanical Engineering The Group produces a wide range of dual plate and axial nozzle check valves to serve the oil, petrochemical, gas, LNG and water markets. We create value by globally sourcing the best quality raw material at good prices, manufacturing in highly efficient facilities using up to date technology to provide the very reliable products to the required specification, at competitive prices and with timely deliveries. Our mechanical engineering markets also include high alloy castings, machining and general engineering products which typically form part of large construction projects such as power generation plants, oil refineries, high integrity offshore structural components and bridges. The Group through its foundry and CNC machine shop has the capability to pour the castings, radiograph and also finish them in-house. This capability is also targeting the defence industry. Goodwin International, the largest company in the Mechanical Engineering Division, designs and manufactures dual plate and axial nozzle valves and also undertakes specialised CNC machining and fabrication work. Noreva GmbH also designs and manufactures axial nozzle valves. Both Goodwin International and Noreva purchase the majority of their sand mould castings from Goodwin Steel Castings and this vertical integration gives rise to competitive benefits, increased efficiencies, and timely deliveries. At Goodwin Pumps India we manufacture a superior range of submersible slurry pumps for end users in India, China, Brazil and Africa. Easat Radar Systems designs and builds bespoke high-performance radar antennas to the global market of major defence contractors, civil aviation authorities and border security agencies. We create value on these by innovative design and assembly in our own facilities using bought in or engineered in-house components. Refractory Engineering Within the Refractory Engineering Division, Goodwin Refractory Services (GRS), creates value by developing, manufacturing and selling investment casting powders, waxes, silicone rubber and machinery for use in the following operations: jewellery casting, aerospace, tyre moulding and the compressor wheels for turbochargers. The Division has nine other investment casting powder companies around the world that carry out the same activities as GRS, located in China, India, Thailand and Brazil. These nine companies are vertically integrated with another of our UK refractory companies, Hoben International, which manufactures cristobalite that it sells to the ten group jewellery casting manufacturing companies, as well as producing ground silica which also goes into casting powders. Towards the end of the year Hoben International started to manufacture and sell perlite products. The other UK refractory company is Dupré Minerals which focuses on producing exfoliated vermiculite that is used in insulation, brake linings and fire protection products including textiles that can withstand high temperatures. Dupré also sells consumables to the shell moulding casting industry. 5 GROUP STRATEGIC REPORT PRINCIPAL RISKS AND UNCERTAINTIES The Group's operations expose it to a variety of risks and uncertainties. These risks are no different to previous years, and they are not expected to change substantially in the foreseeable future. The Directors confirm that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. The key risks are discussed below. Market risk: The Group provides a range of products and services, and there is a risk that the demand for these products and services will vary from time to time because of competitor action or economic cycles or international trade friction or even wars. As shown in note 2 to the financial statements, the Group operates across a range of geographical regions, and its turnover is split across the UK, Europe, USA, the Pacific Basin and the rest of the world. This spread reduces risk in any one territory. Similarly, the Group operates in both mechanical engineering and refractory engineering sectors, mitigating the risk of a downturn in any one product area. The potential risk of the loss of any key customer is limited as, typically, no single customer accounts for more than 10% of turnover. As described in the Business Model, the Group generates significant sales from the worldwide energy markets. Whilst these markets may suffer short-term short declines, over the medium to long-term the growing worldwide demand for energy will ensure these markets remain buoyant. Technical risk: The Group develops and launches new products as part of its strategy to enhance the long-term value of the Group. Such development projects carry business risks, including reputational risk, abortive expenditure and potential customer claims which may have a material impact on the Group. The potential risk here is seen as manageable given the Group is developing products in areas in which it is knowledgeable and new products are tested prior to their release into the market. Product failure/Contractual risk: The risks that the Group supplies products that fail or are not manufactured to specification are risks that all manufacturing companies are exposed to but we try to minimise these risks through the use of highly skilled personnel operating within robust quality control system environments using third party accreditations where appropriate. With regard to the risk of failure in relation to new products coming on line, the additional risks here are minimised at the R&D stage, where prototype testing and the deployment of a robust closed loop product performance quality control system provides feed back to the design department for the products we manufacture and sell. The risk of not meeting safety expectations, or causing significant adverse impacts to customers or the environment is countered by the combination of the controls mentioned within this section. The risk of product obsolescence is countered by R&D investment. Health and safety: The Group’s operations involve the typical health and safety hazards inherent in manufacturing and business operations. The Group is subject to numerous laws and regulations relating to health and safety around the world. Hazards are managed by carrying out risk assessments and introducing appropriate controls, as well as attending safety training courses. Acquisitions: The Group’s growth plan over recent years has included a number of acquisitions. There is the risk that these, or future acquisitions, fail to provide the planned value. This risk is mitigated through financial and technical due diligence during the acquisition process and the Group’s inherent knowledge of the markets they operate in. Financial risk: The principal financial risks faced by the Group are changes in market prices (interest rates, foreign exchange rates and commodity prices). Detailed information on the financial risk management objectives and policies is set out in note 20 to the financial statements. The Group has in place risk management policies that seek to limit the adverse effects on the financial performance of the Group by using various instruments and techniques, including credit insurance, stage payments, forward foreign exchange contracts, secured and unsecured credit lines, and interest rate swaps. Regulatory compliance: The Group’s operations are subject to a wide range of laws and regulations. Both within Goodwin PLC and its subsidiaries, the Directors and Senior Managers within the companies make best endeavours to comply with the relevant laws and regulations. Assessment of Principal Risks: Changes and likely impact: The lead up to the vote on whether to leave or remain in the EU saw delays in the release of public and private infrastructure investments. Although a post balance sheet event the UK’s vote to exit from the EU will impose new challenges and uncertainties. The review of trade agreements and legislation is an unknown. However, we see the immediate effect of a weakening of sterling as being a major competitive advantage in our favour. For year end 30th April, 2015, 60% of our exports were to countries other than those in the EU and this year over 50% of sales are to non EU areas where we will now be more competitive. As part of the Board’s risk management and control of principal risks, areas of monitoring and expert advice undertaken are reported upon by the Audit Committee on pages 13 to 15. 6 GROUP STRATEGIC REPORT Greenhouse Gas (“GHG”) emissions CORPORATE SOCIAL RESPONSIBILITY The sites reporting GHG data are the same as those consolidated in the Group’s financial statements, and we have included all material qualifying emissions around the Group for the years to 30th April, 2016, and 30th April, 2015. Regrettably the sustained 3 year effort to install a renewable energy wind turbine at our mineral processing site in Derbyshire has been refused planning permission. This would have reduced the CO2e by 1,100 tonnes had Derbyshire Dales District Council seen fit to allow it to be installed alongside many existing wind turbines. We are hopeful the government will reinstate its support for projects on CO2 sequestration as this would be complementary to the developments we have made in using high nickel alloy castings in CO2 reduction technology in future power generating plants. We have used the reporting guidance set out by the Department for Environment, Food & Rural Affairs (“DEFRA”) environmental reporting guidelines published in June 2013, and used the methodology set out in their Guide for participants in Phase 2 CRC Energy Efficiency Scheme guidance for participants in Phase 2 (2014-2015 to 2018-2019) Version 4 Published: 11/09/2015 using the latest DEFRA emission factors for Scope 1 and Scope 2 emissions. The intensity factor increase is primarily a result of lower manufactured product sales values being obtained for similar amounts of work in a very competitive marketplace. 2016 Tonnes of CO2e 2015 Tonnes of CO2e Scope 1 – direct emissions (from company facilities and vehicles) Scope 2 – indirect emissions (from electricity purchased for own use) Total Scope 1 and Scope 2 emissions Intensity – emissions of total CO2 equivalent reported above per £1 million of Group revenue 54,530 10,344 64,864 529 54,394 10,377 64,771 510 Donations The Company made no political donations during the year (2015: £nil). Donations by the Group for charitable purposes amounted to £48,310 (2015: £84,259). The majority of these were made to local communities within the Group’s operating environments. Employee consultation The Group takes seriously its responsibilities to employees and, as a policy, provides employees systematically with information on matters of concern to them. It is also the policy of the Group to consult where appropriate, on an annual basis, with employees or their representatives so that their views may be taken into account in making decisions likely to affect their interests. Employment of disabled persons The policy of the Group is to offer the same opportunity to disabled people, and those who become disabled, as to all others in respect of recruitment and career advancement, provided their disability does not prevent them from carrying out the duties required of them in accordance with the requirements of the Equality Act 2010. Health and Safety ISO18001 accreditation is the global standard that we are working towards and our two largest engineering companies employing 610 people have attained accreditation. Community issues During the year the Company has continued to communicate to all employees our culture of responsibility and support for local communities where possible. Supply chain ethics During the year letters have been sent to major suppliers in line with the United Nations Global Compact voluntary initiative. The letters invite our major suppliers to adopt, implement and evidence adequate compliance policies. Gender Diversity The Group is committed to ensuring that everyone should have the same opportunities for employment and promotion based on ability, qualifications and suitability for the work in question. The following tables set out the breakdown of our average number of employees and Board members by gender: Year ended 30th April, 2016 Main Board and Company Secretary Senior Management Employees Total Male 8 83 909 1000 Female 2 8 162 172 % 20% 9% 15% 15% Total 10 91 1,071 1,172 % 80% 91% 85% 85% 7 GROUP STRATEGIC REPORT CORPORATE SOCIAL RESPONSIBILITY (continued) Gender Diversity (continued) Year ended 30th April, 2015 Main Board and Company Secretary Senior Management Employees Total Male 8 120 837 965 % 80% 95% 84% 85% Female 2 6 164 172 % 20% 5% 16% 15% Total 10 126 1,001 1,137 FORWARD-LOOKING STATEMENTS The Group Strategic Report contains forward-looking type statements and information based on current expectations, and assumptions and forecasts made by the Group. These expectations and assumptions are subject to various known and unknown risks, uncertainties and other factors, which could lead to substantial differences between the actual future results, financial performance and the estimates and historical results given in this report. Many of these factors are outside the Group’s control. The Group accepts no liability to publicly revise or update these forward-looking statements or adjust them for future events or developments, whether as a result of new information, future events or otherwise, except to the extent legally required. The Group Strategic Report was approved by the Board on 28th July, 2016, and is signed on its behalf by: J. W. Goodwin Director R. S. Goodwin Director 8 DIRECTORS’ REPORTS REPORT OF THE DIRECTORS The Directors have pleasure in presenting their reports and audited financial statements for the year ended 30th April, 2016. The Directors have presented their Group Strategic Report on pages 3 to 8. The Group Strategic Report is intended to be an analysis of the development and performance of Goodwin PLC, and contains a description of the principal risks and uncertainties facing the Group and an indication of likely future developments. The Chairman’s Statement is part of the Group Strategic Report of the Directors for the year, and provides the financial review, including some of the key performance indicators, and future trends of the business. Also included in the Group Strategic Report for the year are the Group’s Objectives, Strategy and Business Model on page 5, the Principal Risks and Uncertainties on page 6, and the Corporate Social Responsibility Report on page 7. The Group Strategic Report includes details of R&D in the Chairman’s Statement. The Board considers that the Chairman’s Statement, the Group Strategic Report, the Directors’ Reports, and the financial statements, taken as a whole, are fair, balanced and understandable and that they provide the information considered appropriate for shareholders to assess the Group’s position and performance during the financial year and at the year end, and to assess the business model and strategy. Proposed ordinary dividends The Directors recommend that an ordinary dividend of 42.348p per share (2015: 42.348p) be paid to shareholders on the register at the close of business on 9th September, 2016. If approved by shareholders, the ordinary dividend will be paid to shareholders on 7th October, 2016. Directors The Directors of the Company who have served during the year are set out below. J. W. Goodwin R. S. Goodwin J. Connolly M. S. Goodwin S. R. Goodwin S. C. Birks B. R. E. Goodwin T. J. W. Goodwin A. J. Baylay (retired 1st June, 2015) J. E. Kelly (Non-Executive Director) The Directors retiring in accordance with the Articles are Mr. J. Connolly, Mr. S. C. Birks and Mr. B. R. E. Goodwin who, being eligible, offer themselves for re-election. No Director has a service agreement with the Company, nor any beneficial interest in the share capital of any subsidiary undertaking. The Company does not currently have any share option schemes for employees or directors. A resolution in respect of a long-term incentive plan for Directors will be proposed and voted upon at the forthcoming Annual General Meeting. Shareholdings The Company has been notified that as at 27th July, 2016, the following had an interest in 3% or more of the issued share capital of the Company: J. W. and R. S. Goodwin 2,096,251 shares (29.11%), J. W. and R. S. Goodwin 1,304,034 shares (18.11%). These shares are registered in the names of J. M. Securities Limited and J. M. Securities (No. 3) Limited respectively. J. H. Ridley 500,753 shares (6.95%), Rulegale Nominees (JAMSCLT) 288,582 shares (4.01%). Share capital The Company's issued share capital comprises a single class of share capital which is divided into ordinary shares of 10p each. Information concerning the issued share capital in the Company is set out in note 19 to the financial statements on page 47. All of the Company’s shares are ranked equally and the rights and obligations attaching to the Company’s shares are set out in the Company's Articles of Association, copies of which can be obtained from Companies House in England and Wales or by writing to the Company Secretary. There are no restrictions on the voting rights of shares and there are no restrictions in their transfer other than: (cid:129) certain restrictions as may from time to time be imposed by laws and regulations (for example insider trading laws); and (cid:129) pursuant to the Market Abuse Regulation whereby Directors of the Company require approval to deal in the Company’s shares. 9 DIRECTORS’ REPORTS REPORT OF THE DIRECTORS (continued) Additionally, the Company is not aware of any agreements between shareholders of the Company that may result in restrictions on the transfer of ordinary shares or voting rights. The Directors have not been given the authority to issue or buy back the shares of the Company. Research and development The Group invests significantly in research and development. The more material investments during the year included £594,000 expenditure on a new range of check valves and £408,000 on radar development, both of which have been capitalised within intangible assets. Change in control The Group's committed loan facilities include a change of control clause, which states that a change of control of the parent Company will be classed as an event of default and would enable the providers at their discretion to withdraw the facilities. Shareholder relations All shareholders are encouraged to participate in the Company’s Annual General Meeting. No shareholder meeting has been called to discuss any business other than ordinary business at the Annual General Meeting. The Board complies with the recommendations of the UK Corporate Governance Code that the notice of the Annual General Meeting and related papers should be sent to shareholders at least twenty working days before the meeting. The Directors attend the Annual General Meeting. The Chairman and other members of the Board will be available to answer questions at the forthcoming Annual General Meeting. In addition, proxy votes will be counted and the results announced after any vote on a show of hands. The Chairman ensures that the views of shareholders are communicated to the Board as a whole, ensuring that Directors develop an understanding of the views of shareholders. Any individual requests for information from shareholders are dealt with by the Chairman, and where any such requests are subject to restraint in that any disclosure would give rise to share price sensitive information, then the requests would be declined, or referred to the Board for release to all shareholders through the Stock Exchange. Going concern With the current level of order input, the opportunity for continued profitability remains for the next twelve months. With a year end gearing level of 26.1% and significant headroom between bank facilities available and utilisation, the Directors after having reviewed the situation believe there is a reasonable expectation that the Group has adequate resources to continue in operational existence for twelve months from the date of approval of these financial statements and have continued to adopt the going concern basis in preparing the financial statements. Viability Statement The Directors have considered the viability of the Group over an extended period of 3 years. The degree of difficulty in forecasting increases with time periods of more than one year, but the Directors again having reviewed the situation have a reasonable expectation that the Group has adequate resources to continue over this period. The assessment factored in the future projected profitability of the Group which when subjected to sensible stress testing (for example a delayed recovery within the oil and gas markets) still resulted in a profitable outlook. The Group’s gearing levels remain relatively modest and, as disclosed within note 20, our unutilised bank facilities are significant. The 3 year viability review assumes we will be able to refinance our existing bank facilities as they come up for renewal but we feel this assumption is reasonable given the financial position of the Group. Auditors In accordance with Section 489 of the Companies Act 2006 and the recommendation of the Board of Directors, a resolution is to be proposed at the Annual General Meeting for the re-appointment of KPMG LLP as auditor of the Company. Approved by the Board of Directors and signed on its behalf by: J. W. Goodwin Chairman 28th July, 2016 10 DIRECTORS’ REPORTS CORPORATE GOVERNANCE REPORT Introduction The Board comprises eight Directors and an independent Non-Executive Director; the Audit Committee comprises the Non-Executive Audit Committee Chairman, two Board Directors and the Company Secretary. The Board and the Audit Committee fulfil the roles required for effective corporate governance and the Board considers that it has the right governance to execute its strategy to achieve its objectives. The Board has always felt that it should be recognised that what may be appropriate for the larger company may not necessarily be so for the smaller company, a point raised previously in the Cadbury Code of Best Practice. Whilst conscious of its non-compliance with certain aspects of the revised Code as detailed below, it does not believe that at this stage in the Group’s development and circumstances it is appropriate to change its own operational or governance structure with the sole objective of achieving compliance with the revised Code given that the Board’s current corporate governance strategy has been accepted by a large majority of its shareholders. Historically and in view of the Group’s present size and proven track record, non-executive directors are not generally thought to be appropriate, due to the time and cost likely to be involved and the lack of opportunity for adding significant value to the business. Part of the Board’s policy for corporate governance, where considered appropriate, is to engage independent bodies comprising external consultants for independent expert opinion on various matters. As mentioned in last year’s Report, in order to augment the Company’s corporate governance compliance, J. E. Kelly was appointed as a Non-Executive Director and Chairman of Audit Committee. As before, where it does not comply, the Board is happy to provide its explanations for not doing so on the basis that it believes that such non-compliance is more appropriate to the shareholders’ and the Group’s long-term interests. Compliance statement under the UK Corporate Governance Code revised September, 2014 The Company is required to report on compliance throughout the year. In relation to all of the provisions except those mentioned below, the Company complied throughout the period. The Group does not comply with aspects of the Code’s requirements under paragraphs A4, B1, and C3 in terms of having a senior independent Director. Since 14th April, 2015, a Non-Executive Director with the role of Chairman of the Audit Committee has been appointed. The Group does not have a Remuneration Committee or a Nominations Committee as required under paragraphs B2 and D2. The roles of the Chairman in running the Board and the Managing Director in running the Group’s businesses are well understood. It is not considered necessary to have written job descriptions. This is contrary to paragraph A2.1. The Chairman and Managing Director do not retire by rotation, which is contrary to paragraph B7 of the Code. There is no formal schedule of matters reserved for the Board, which is contrary to paragraph A1.1. The Board During the year, the Board met formally fourteen times, and details of attendees at these meetings are set out below: J. W. Goodwin (Chairman) … … … R. S. Goodwin (Managing Director) … … J. Connolly … … … … … … M. S. Goodwin … … … … … S. R. Goodwin … … … … … S. C. Birks … … … … … … B. R. E. Goodwin … … … … … T. J. W. Goodwin … … … … … J. E. Kelly … … … … … … A. J. Baylay… … … … … … 13 out of 14 attended 14 out of 14 attended 14 out of 14 attended 13 out of 14 attended 12 out of 14 attended 12 out of 14 attended 13 out of 14 attended 11 out of 14 attended 11 out of 14 attended 3 out of 3 attended (Retired 1st June, 2015) The Chairman and Managing Director do not retire by rotation. With this exception, all Directors retire at the first Annual General Meeting after their initial appointment and then by rotation at least every three years. The Board retains full responsibility for the direction and control of the Group and, whilst there is no formal schedule of matters reserved for the Board, all acquisitions and disposals of assets, investments and material capital-related projects are, as a matter of course, specifically reserved for Board decision. The Board meets regularly with an agenda to discuss corporate strategy; to formulate and monitor the progress of business plans for all subsidiaries and to identify, evaluate and manage the business risks faced. The management philosophy of the Group is to operate its subsidiaries on an autonomous basis, subject to overall supervision and evaluation by the Board, with formally defined areas of responsibility and delegation of authority. The Group has formal lines of reporting in place with subsidiary management meeting with the Board on a regular basis. Regular informal meetings are also held to enable all members of the Board to discuss relevant issues with local management and staff at the business units. The Audit Committee The Audit Committee is made up of the following: J. E. Kelly (Chairman), J. W. Goodwin, R. S. Goodwin and P. Ashley as Company Secretary and the Audit Committee reports to the Board. The Audit Committee has met formally eight times since the issue of the Annual Report for the year ended 30th April, 2015, with all members attending each meeting. The responsibility of the Audit Committee is explained in the Audit Committee Report on pages 13 to 15. The Audit Committee takes into account the Company’s corporate Mission Statement, objectives and strategy, and reviews investor correspondence and comments, regulatory changes, current issues and market trends. The Audit Committee uses expert opinion where considered appropriate. 11 DIRECTORS’ REPORTS CORPORATE GOVERNANCE REPORT (continued) Board evaluation The Managing Director and Chairman address the development and training needs of the Board as a whole. An evaluation of the effectiveness and performance of the Board and the Directors of subsidiaries has been carried out by the Managing Director and Chairman, by way of personal discussions and individual performance evaluation. All Directors have reasonable access to the Company Secretary and to independent professional advice at the Company’s expense. External audit The external auditor is appointed annually at the Annual General Meeting. The Board, following review and recommendations received from the Audit Committee, considers the re-appointment of the auditor, and assesses on an annual basis the qualification, expertise, cost, independence and objectivity of the external auditor. In addition, the Audit Committee monitors the level of non-audit services provided to the Group by the external auditor to ensure that their independence is not compromised. Disclosure of information to auditors The Directors who held office at the date of approval of this Corporate Governance Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and each Director has taken reasonable steps to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. Internal Control and Risk Management The Board has overall responsibility for the Group’s systems of internal controls and risk management which are designed to manage rather than eliminate risk and provide reasonable reassurance against material misstatement or loss. The Board has primary responsibility for controlling: operational risks; financial risks including funding and capital spend; compliance risks; and political risks. The Audit Committee has been delegated responsibility for corporate reporting, financial risk management and to regularly review the effectiveness of the Group’s internal controls together with consideration of any reports from the external auditor. The Audit Committee Report is on pages 13 to 15. Except as noted within this Corporate Governance Report, the Board confirms that the internal control systems comply with the UK Corporate Governance Code. The Group’s main systems of internal controls includes regular visits and discussions between Board Directors and subsidiary management, and the Group internal auditor, on all aspects of the business including financial reporting, risk reporting, and compliance reporting. In addition, there is Board representation with Goodwin PLC Directors on the boards of the subsidiaries. Any concerns are reported to the members of the Audit Committee and to the Board. The Group maintains a risk register, has business continuity programmes, and has insurance programmes that are all regularly reviewed. These procedures have been in place throughout the year and up to the date of this report and accord with the FRC publication ‘Internal Control: Guidance for Directors on the UK Corporate Governance Code’. The Board considers that the close involvement of Board Directors in all areas of the day to day operations of the Group’s business, including considering reports from management and discussions with senior personnel throughout the Group, represents the most effective control over its financial and business risks system, by providing an ongoing process for identifying, evaluating and managing the principal risks faced by the Group. In particular, authority is limited to Board Directors in key risk areas such as treasury management, capital expenditure and other investment decisions. The close involvement of Board Directors in the day to day operations of the business ensures that the Board has the financial and non-financial controls under constant review, and so it is not currently considered that formal Board reviews of these controls would provide any additional benefit in terms of the effectiveness of the Group’s internal control systems. The Board recognises the importance of an effective internal audit function to assist with the management and review of internal controls and business risk. We reported last year that a new Group internal auditor had been appointed and good progress has been made this year in reviewing internal controls, procedures and accounting systems. The Board Directors and senior management will continue to have close involvement on a day to day operational basis and the scope and results of internal audit work to be performed will be kept under review in the coming year. The Board considers that certain functions are best carried out by independent external bodies with specific expertise, who then report to the Board directly or through the Audit Committee. To maintain the Group’s commitment to maintaining strong corporate governance during the year the Group has continued to use an international firm of accountants so that certain key business risk areas are reviewed by those skilled in business continuity and due process. Also during the year, the Board has commissioned external reviews of the Group’s data protection, market abuse regulations, communication flow down, evidence based competency and training, know your customer compliance and mobile device security using independent experts. The Board confirms that it has not been advised of any material failures or weaknesses in the Group’s internal control systems. Approved by the Board of Directors and signed on its behalf by: J. W. Goodwin Chairman 28th July, 2016 12 DIRECTORS’ REPORTS AUDIT COMMITTEE REPORT The key role of the Audit Committee is to provide confidence in the integrity of the Group’s financial risk management, internal financial controls and corporate reporting. The Audit Committee, as empowered by the Group’s Board of Directors, has responsibility for: 1. Ensuring the integrity of the Group’s full year Annual Report, half year Interim Report and quarterly Interim Management Statements; that they provide the information necessary for shareholders to assess the Group's performance; and recommending them to the Board for approval. 2. Ensuring the Group carries effective and relevant financial and non-financial internal controls and risk management systems. 3. Making recommendations to the Group’s Board of Directors on the appointment and remuneration of the Group’s external auditor; ensuring independence of the auditor; the effectiveness of the audit process; and that the Group receives value for money from the audit. 4. Reviewing any significant comments brought to its attention by Directors or other employees of the Group. 5. Reviewing the Group’s “whistle-blowing” procedures. 6. Reviewing the scope of work for the internal audit function. The Audit Committee discharges each of its above responsibilities as follows: 1. Ensuring the integrity of the Group’s Annual Report, half year Interim Report and quarterly Interim Management Statements The Chairman of the Audit Committee is an independent Non-Executive Director. The other members are involved in the day to day running of the Group, including regular meetings held between members of the Audit Committee, other Directors, General Managers and Senior Management of the UK subsidiaries. Each overseas subsidiary is typically visited during the year by a member of the Audit Committee, or by a Main Board Director, for meetings with the General Managers and Senior Management with reports sent back to the Audit Committee. On a formal basis, members of the Audit Committee are involved in quarterly discussions with the General Managers and Senior Management of each subsidiary where the positions taken on subjective financial matters are discussed. Any areas where the Audit Committee feels that the positions taken within any particular subsidiary are either inappropriate or merit further discussion are documented for further discussion by the Board of Directors. The Audit Committee reviews the quarterly Interim Management Statements and advises the Board of Directors that they are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group’s quarterly performance. For the half year Interim Report, the Audit Committee reviews the financial and non-financial content, including the Chairman’s Statement, and reviews the financial statements and qualitative notes of the financial statements, to ensure that they are balanced, relevant, compliant with relevant accounting standards / legislation, and are consistent and complete. The Audit Committee advises the Board of Directors whether the half year Interim Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s half year performance. The figures in the half year Interim Report are not audited, but the external auditors are given sight of these before publication. For the full year Annual Report, the Audit Committee reviews the financial and non-financial content of the Group Strategic Report, including the Chairman’s Statement; the Corporate Governance Report; the Directors’ Report; the Directors’ Remuneration Policy and Report; and reviews the financial statements and the qualitative notes to the financial statements to ensure that the content is balanced, relevant, compliant with relevant accounting standards / legislation, and is consistent and complete. The Audit Committee has discussed the full year Annual Report with the Group External Auditor. The Audit Committee confirmed to the Board that in its opinion the proposed Annual Report for the year ended 30th April, 2016, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s full year performance, its position at the year end, and its business model and strategy. 2. Ensuring the Group carries effective and relevant internal controls and financial risk management systems To assess the effectiveness of systems for internal financial controls, financial reporting and financial risk management, the Audit Committee reviews reports from Main Board Directors on the Group’s subsidiaries; reviews reports from General Managers of the Group’s subsidiaries; reviews monthly financial reports; reviews reports from internal and external audit; reviews reports from independent external consultants; and reviews the Group’s risk register, business continuity programmes, and levels of insurance. 13 DIRECTORS’ REPORTS AUDIT COMMITTEE REPORT (continued) 2016 Audit Committee Risk Programme The risk register has been reviewed. The scope and results of internal audit have been reviewed. Last year’s initiatives have been reviewed for progress: (a) Data Classification and Security (Software and trials successfully completed, implementation and training now in progress) (b) Succession Planning (Training programme and extended work experience through job sharing commenced) (c) Culture and Conduct (Evidence based compliance education being considered relative to Regulation (EU) 2015/847 of the European Parliament and of the Council of 20th May, 2015) (d) Levels of Authority (e) Mobile Device responsibility (Implementation of equipment to advise users of threats - now substantially complete) (f) Energy Efficiency (Planning permission refused for a wind turbine in Derbyshire Dales after 3 years of hard work. An appeal is being considered.) New requirements and regulations are being addressed and external expert advice has been sought on:- (cid:129) Market Abuse Regulations (Charles Russell Speechlys LLP) (cid:129) (cid:129) EU Regulation on Data Protection (Data Protection Consulting Limited) Trade Based Financial Crime Compliance (Institute of International Banking Law & Practice Inc) (cid:129) New Insurance Act effects and Solvency II (AON) (cid:129) Audit Tender Processes (ICSA; Ernst & Young LLP) (cid:129) Communication flow down, evidence based competency and training (RSM Risk Assurance Services LLP) (cid:129) Patent, trademark and licensing long-term protection for international trade (Pinsent Masons LLP) (cid:129) Review and analysis of contract creep caused by uncertainties affecting cash flow (BEXA / AON) All of the above have been judged to merit attention in the coming year and, with the exception of Derbyshire planners not understanding the importance of CO2 emissions and the 2015 Paris Climate Conference (COP21), none are posing current concerns. The Audit Committee has confirmed its view to the Board that, in its opinion, the Group carries relevant internal controls and risk management systems appropriate to minimise the perceived risks of the Group’s business. 3. The Group’s external auditor KPMG LLP have been the Group’s auditor for more than 20 years and whilst during this time no formal competitive tender process has taken place, the Directors (historically) and the Audit Committee latterly consider that the cost of the audit is competitive when compared against listed companies of a similar size. In line with the recent changes in legislation with regards to auditor appointments, the Company intends to seek competitive tenders for its audit services within the next 4 years. KPMG LLP have during the year provided non-audit services to the Group. The cost of these non-audit services is less than the annual Group audit fee itself. Given the quantum of non-audit fees involved and that the Group’s total fees paid to KPMG LLP are very small compared to their total annual fee generation, we believe that there has been no issue as regards the objectivity and independence resulting from these non-audit services. The Company has for many years now used a different accountancy practice to that of the statutory auditor for its UK tax services which further enhances both objectivity and independence. The Audit Committee has met formally with the Group’s external auditor, KPMG LLP, to discuss the full year Annual Report, and has met with and discussed matters with them as part of the audit process during the current financial year being reported on. No material concerns were raised during these meetings or discussions. The Audit Committee was satisfied with the external auditor’s performance, independence, the effectiveness of the audit process, and the level of audit remuneration, and has recommended to the Board to propose the re-appointment of KPMG LLP as the external auditor at the Annual General Meeting on 5th October, 2016. 4. Reviewing significant comments There is regular contact with Directors and employees and open and honest discussion is encouraged. 14 DIRECTORS’ REPORTS 5. Whistle-blowing Procedures AUDIT COMMITTEE REPORT (continued) The Group has a whistle-blowing policy in place whereby employees can report any suspected misconduct or concerns, either anonymously on a dedicated telephone line, or to the Chairman, the Company Secretary or the external auditors. Such calls are investigated and are reported to the Audit Committee. The Audit Committee has confirmed to the Board that the Group’s whistle-blowing policy and procedures are appropriate. 6. Internal Audit Our Group Internal Auditor continues to review the adequacy of the Group’s internal controls and procedures. In addition, support has been provided to improve the accounting systems of the Group’s overseas refractory companies. 7. Significant judgements relating to the Financial Statements The Audit Committee reviewed what it considered to be the significant judgement areas within the Group annual accounts for the year ended 30th April, 2016. The Audit Committee also took account of the findings of KPMG LLP in relation to their external audit work for the year. In particular, the Audit Committee considered the following principal risk areas: Revenue Recognition – whether sales recorded in the year were generally in compliance with the IAS 18 revenue recognition standard. The adequacy of the Group’s provisions in relation to its sales contracts (both warranties and net realisable value issues with regard to the year end work in progress). In addition, the Audit Committee also considered other areas including the adequacy of the Group’s debtor impairment reserves and the adequacy of the Group’s provision against damaged, slow moving and obsolete stocks. Following the review and having held discussions with management where appropriate as well as KPMG LLP themselves, the Audit Committee was of the opinion that the significant judgements contained within these financial statements were both justified and appropriate. J. E. Kelly Chairman of the Audit Committee 28th July, 2016 15 DIRECTORS’ REMUNERATION POLICY AND REPORT This report includes the Group’s Remuneration Policy for Directors, and sets out the Annual Directors’ Remuneration Report. DIRECTORS’ REPORTS Group’s Remuneration Policy for Directors The Group’s policy in respect of Directors’ remuneration is to provide individual packages which are determined having due regard to the Group’s current and projected profitability, the employee’s specific areas of responsibility and performance, their related knowledge and experience in the Group’s specific fields of operation, the external labour market and their personal circumstances whereby a package to remunerate and motivate the individual so as to best serve the Group is set. Individual salaries are also indirectly linked up and down to the time allocated and perceived effort by the Director to the Group’s business. Many Directors, as indeed employees, put in hours of work way beyond what could be requested and such personal devotion to duty by a Director is rewarded without formulae. All Board members have access to independent advice when considered appropriate. In forming its policy, consideration has been given to the UK Corporate Governance Code best practice provisions on remuneration policy, service contracts and compensation and has considered the remuneration levels of Directors of comparative companies. At the Annual General Meeting on 5th October, 2016, we will be seeking shareholders’ approval for the Equity Long Term Incentive Plan (“LTIP”), a performance related incentive plan for Directors of the Company providing incentives to the Directors to deliver future value to shareholders and subject to stretching targets. The LTIP is described more fully in the Notice of the Annual General Meeting and the summary sheet enclosed with the Directors’ Report. Shareholders are also being asked to approve a revised Directors’ Remuneration Policy incorporating the new LTIP. The performance target will require the Directors to continue to grow the Total Shareholder Return (“TSR”) of the Company over and above the 166.09% growth achieved between 2009 and 2016 with the maximum vesting under the LTIP only achievable if TSR growth equals at least 366.09% over the ten years between 2009 and the end of the performance period in 2019. Other than the LTIP for Directors, the remuneration policy for other employees is broadly based on principles consistent with the policy for Directors. Salary reviews take into account Group performance as well as subsidiary performance, local pay and market conditions. Whilst being aware of the requirements to show in graph form the breakdown of base pay, bonus pay, pension and long-term benefits, the Group is unable to comply with this requirement as Directors are not paid in accordance with any specific performance criteria or KPIs. Directors are paid based on their level of activity within the Group, their knowledge and experience of the Group’s activities or similar, the performance of the Group versus market opportunity whilst also considering the Director’s personal circumstances and the salary needed to ensure continuity of employment. This in itself may result in decreases or increases in Director salary within any year as illustrated in the matrix below. Element of Pay Salary Operation Maximum Reviewed annually at the anniversary of the previous salary adjustment for the individual Director. Generally in line with inflation and the wage/salary increase awarded to employees, but this is not rigid. Performance Targets The Group’s performance, good or bad, may result in the salary being flexed. Changes for 2015/2016 The Managing Director sets the base increase in salaries. For the period May, 2015 to April, 2016, the increase was generally 0% and in some cases reduced. Purpose and Link to Strategy Reflects the Directors’ level of activity within the Group, their knowledge and experience of the Company’s activities or similar, the performance of the Group versus market opportunity, whilst also considering the salary needed to ensure continuity of employment. 60% of salary N/A No exceptional bonuses were paid this year. Bonus Following review of the half year and year end results of the Company. No bonus strategy or incentive is agreed or contractual with any Director. Should any be awarded, it is discretionary and generally between 0% and 25%, but with a maximum of 60%, as determined by the Managing Director and audited by the Chairman. 16 DIRECTORS’ REPORTS DIRECTORS’ REMUNERATION POLICY AND REPORT (continued) Group’s Remuneration Policy for Directors (continued) Element of Pay Equity Long Term Incentive Plan Purpose and Link to Strategy Reflects the Directors’ contribution to achieving growth in shareholder value. Operation Maximum Performance Targets Changes for 2015/2016 Awards will entitle each holder to earn up to 1% of the share capital of the Company subject to the performance condition. Awards will be granted in the form of options with an exercise price equal to the nominal value of a share. Options will vest and become exercisable following 30th April, 2019 and subject to performance measured at that time. N/A An Award will vest and become exercisable over 0.05% of the share capital of the Company for every 10% increase in the TSR of the Company at the end of the three financial years ending on 30th April, 2019 with a base year of 2009 but excluding the growth already achieved up to 30th April, 2016. Pensions Other benefits All Directors have 3% added to their gross remuneration which, by nature of salary sacrifice, is put into a pension scheme where they have direct dealings with the selected investment fund provider. Fully expensed car or cash alternative, health insurance or other services. Monthly payments Currently 3% of gross remuneration N/A N/A N/A N/A This policy was adopted in October 2013 for the Directors and entire UK workforce. See details of the Directors’ emoluments on Page 21. As will be seen below, the long-term ongoing (“TSR”) is more than acceptable, whether it be over five years, ten years or twenty years, but this has been achieved by the Directors and the Company taking long-term policy decisions that at the time did not necessarily produce what a short-term trader would have wanted in terms of annual profit and dividend. It is for this reason that Goodwin PLC has no desire to put excessive annual bonuses as a prime motivator to its Directors as this so often leads to undiscerning decisions being made that detrimentally affect the long-term wealth of a company. Directors’ remuneration is designed to promote the long-term success of the Company. In any company there are specific individual circumstances that on occasions will merit special treatment in a given year for a director either to keep or look after the person, indeed no different than we may do for an employee. In the matrix of remuneration for Directors you will note the Company has given itself flexibility to deal with specific circumstances which may not even be able to be made public for confidentiality reasons of which there are many. However, bearing in mind the performance of the Company over the past 20 years and more and that the Director salaries are anything but excessive versus the norm of other PLCs, this is the Board’s policy. The Company has found over the years that this method of managing remuneration, which is principally monitored by the Managing Director and audited by the Chairman, has produced a team of cohesive Directors who have achieved results that surpass the average PLC performance, be it of the FTSE 100 or the FTSE 350, by a large margin. The unacceptable results over the past seven years of many supposedly Blue Chip companies run with independent boards with very much incentivised executive directors is something that the Board of Goodwin PLC has no intention of emulating and, as such, whilst Goodwin PLC will try to adopt the Listing Rules in form of presentation, there will be significant areas of omission in the disclosure of remuneration details for the reasons stated above. For reference the TSR of Goodwin PLC versus the FTSE 100 and the FTSE 350 is shown below for not only the last five but also the last ten years and the last twenty years. TSR for last 5 Years … … … TSR for last 10 Years … … … TSR for last 20 Years … … … Goodwin 65% 328% 14,099% FTSE 100 34% 79% 713% FTSE 350 40% 90% 800% 17 DIRECTORS’ REPORTS DIRECTORS REMUNERATION POLICY AND REPORT (continued) Group’s Remuneration Policy for Directors (continued) As is required by the Listing Rules, we show in graph form both the salary of the Managing Director of Goodwin PLC and the TSR over the past ten years. We, however, do not list out the salary of the Financial Director of Goodwin PLC versus the TSR as in Goodwin PLC we have a Group Chief Accountant (J. Connolly) who carries out 75% of the duties of a Financial Director and who is also a Director of Goodwin PLC, but we do not have what would generally be known as a Financial Director. This is for the reason that certain decisions that outsiders might consider are the sole responsibility of the Financial Director are not. In Goodwin PLC it is a team effort and such decisions are made not only by the Group Chief Accountant but also by the Managing Director and the Chairman. The Company put the Remuneration Policy to the vote of the Annual General Meeting in 2013 and 2014, when it was passed by 95.88% and 96.907% respectively of those who voted. Due to the proposed LTIP the Company will be putting the revised Policy to the vote again at this year’s Annual General Meeting and thereafter every three years, as is required by the Listing Rules. For confidentiality and flexibility reasons, the Board policy is not to disclose exit/termination payments to Directors but the policy is to remain within the law, to fairly compensate good leavers and minimise payments to bad leavers. In the last ten years, the Company has managed to avoid paying any termination payments to bad leavers. It is, however, Board policy to limit termination payments to a maximum of 100% of gross annual salary and should such amount be exceeded then it will be reported in the annual accounts giving the reason why. The revision to the remuneration policy outlines the terms of the proposed new LTIP under which awards will be made to Directors on a one-off basis (subject to shareholder approval of the plan and shortly following the 2016 Annual General Meeting). The purpose of the LTIP and the TSR performance condition is to incentivise Directors to grow the Company in the long-term and deliver value to our shareholders. The use of a single performance measure provides simplicity and focus. Awards will lapse if a Director ceases to hold office or provide services to the Group, unless the Director ceases due to death or ill health or such other appropriate good leaver circumstance permitted by the Board at its discretion. The Company takes seriously its responsibility for ensuring a fair deal between employees, shareholders, customers and the local community and maintaining an appropriate balance. The Company does not use or pay any external advisors or consultants for remuneration or incentive policy. Shareholder engagement is by nature of the Annual Report and Accounts, the Annual General Meeting and the votes therein. 18 DIRECTORS’ REPORTS DIRECTORS REMUNERATION POLICY AND REPORT (continued) Annual Directors’ Remuneration Report This report is submitted in accordance with the Directors’ Remuneration Report Regulations. Consideration by the Directors of matters relating to Directors’ remuneration The Company’s Remuneration Policy for Directors is set by the Board as a whole and is described in pages 16 to 18. The Policy has been followed in the financial year to 30th April, 2016, and will be followed in the next financial year. The Board of Directors are also the key management personnel as defined in IAS 24. Service contracts None of the Directors has a service contract, a Director may resign at any time by notice in writing to the Board. There are no set minimum notice periods but all Directors other than the Chairman and Managing Director are subject to retirement by rotation and as employees also have notice periods in accordance with law. No compensation as of right is payable to Directors on leaving office. Relative importance of spend on pay The table below shows shareholder distributions and total employee expenditure, and the percentage change in both: Ordinary dividends proposed in respect of the year … … … … … Total employee costs … … … … … … … … … Average employee numbers … … … … … … … … … 2016 £’000 3,049 37,878 1,172 2015 £’000 3,049 38,042 1,137 % 0.0% -0.4% 3.1% Approval of the Company’s Remuneration Policy for Directors and the Annual Directors’ Remuneration Report As noted on Page 18, an ordinary resolution for the approval of the revised Directors’ Remuneration Policy will be put to shareholders at the forthcoming Annual General Meeting. An ordinary resolution for the approval of the Annual Directors’ Remuneration Report will be put to shareholders at the forthcoming Annual General Meeting. The Annual Directors’ Remuneration Report presented in the accounts to 30th April, 2015 was put to the shareholders at last year’s Annual General Meeting on 7th October, 2015. The Annual Directors’ Remuneration Report was accepted with 99.9997% of proxy votes cast in favour. Total shareholder return The following graphs compare the Group’s total shareholder return over the ten and twenty years ended 30th April, 2016 with various FTSE indices. The graphs also show the changes in the earnings of the Managing Director for these periods. The base earnings of the Managing Director during the year has decreased by 1.3% from the previous year. The total earnings of the Managing Director for the last five years are: 2012 £’000 2013 £’000 2014 £’000 2015 £’000 2016 £’000 349 385 360 374 369 19 DIRECTORS REMUNERATION POLICY AND REPORT (continued) Annual Directors’ Remuneration Report (continued) DIRECTORS’ REPORTS Goodwin Total Shareholder Return (TSR) 10 Years Ended 30th April, 2016 e g n a h C % e v i t a l u m u C 800% 700% 600% 500% 400% 300% 200% 100% 0% -100% A pril 2006 A pril 2007 A pril 2008 A pril 2009 A pril 2010 A pril 2011 A pril 2012 A pril 2013 A pril 2014 A pril 2015 A pril 2016 Goodwin Total Shareholder Return (TSR) 20 Years Ended 30th April, 2016 e g n a h C % e v i t a l u m u C 30,000% 25,000% 20,000% 15,000% 10,000% 5,000% 0% A pril 1996 A pril 1998 A pril 2000 A pril 2002 A pril 2004 A pril 2006 A pril 2008 A pril 2010 A pril 2012 A pril 2014 A pril 2016 Goodwin FTSE 100 FTSE 350 Small Cap Ind and Eng MD Earnings Goodwin FTSE 100 FTSE 350 Small Cap Ind and Eng MD Earnings The increase in the Goodwin PLC share price since 1996 plus dividends re-invested would mean that £1.00 invested in 1996 by the 30th April, 2016, would be worth £140.99. The increase in the share price since 2006 plus dividends re-invested would mean that £1.00 invested in 2006 would at 30th April, 2016, be worth £3.28. 20 DIRECTORS’ REPORTS DIRECTORS REMUNERATION POLICY AND REPORT (continued) Annual Directors’ Remuneration Report (continued) The auditors are required to report on the following information contained in this section of the Annual Directors’ Remuneration Report. Directors’ interests in the share capital of the Company The interests of the Directors in the share capital of the Company at the beginning and end of the financial year were as follows: Number of 10p ordinary shares 30th April 30th April 2016 2015 Beneficial J. W. Goodwin … … … … … R. S. Goodwin … … … … … J. W. Goodwin and R.S. Goodwin … … J. W. Goodwin and R.S. Goodwin … … J. Connolly … … … … … M. S. Goodwin … … … … … S. R. Goodwin … … … … … S. C. Birks … … … … … B. R. E. Goodwin … … … … … T. J . W. Goodwin… … … … … … A. J. Baylay (retired 1st June, 2015) … … … … … … … … … … … 35,252 6,115 2,096,251 1,304,034 722 75,668 95,433 200 44,498 134,495 1,200 58,899 24,915 2,058,631 1,285,092 722 80,373 100,138 - 44,498 139,200 1,200 Non-beneficial J. W. Goodwin and E.M. Goodwin … … … 14,166 14,166 On 12th May, 2016, S. R. Goodwin purchased 1,874 shares. His total holding is 97,307 shares. There have been no other changes in the Directors’ interests between 30th April, 2016, and 28th July, 2016. Details of individual emoluments and compensation The following parts of the Remuneration Report are subject to audit. Total Total Single Total Figure Table J. W. Goodwin … … … … … R. S. Goodwin … … … … … J. Connolly … … … … … … M. S. Goodwin … … … … … S. R. Goodwin … … … … … S. C. Birks … … … … … … B. R. E. Goodwin … … … … … T. J. W. Goodwin (appointed 14th April, 2015) J. E. Kelly (appointed 14th April, 2015) … … A. J. Baylay (retired 1st June, 2015) Salary Benefits Non-Exec in kind Director’s fees 2016 £’000 - - - - - - - - 48 - 2016 £’000 308 308 212 212 192 113 104 100 - 7 2016 £’000 50 50 29 29 15 19 13 3 - 7 Pension contrib- utions 2016 £’000 11 11 7 7 6 3 3 3 - - 2016 £’000 369 369 248 248 213 135 120 106 48 14 Total … … … … … … … 1,556 215 48 51 1,870 2015 £’000 374 374 266 265 192 149 129 4 4 145 1,902 Benefits in kind consist of the provision of a fully expensed car, a cash alternative scheme, healthcare insurance or other services. A resolution for the approval of a long-term incentive plan for the Executive Directors is to be proposed at the Annual General Meeting on 5th October, 2016. Total pension entitlements In October 2013, the Group followed the Government’s requirements to set up a pension scheme for all UK employees including Directors. Under this Auto Enrolment Pension arrangement each Director has an amount of 3% of gross remuneration paid into a pension scheme where they have direct dealings with the selected investment fund provider. The pension contributions are to money purchase pension schemes which are independent of the Company. The Company has no obligations to make any payments in relation to pensions when a Director leaves service by nature of removal from office, resignation or retirement. The Annual Directors’ Remuneration Report was approved by the Board on 28th July, 2016, and is signed on its behalf by: J. W. Goodwin Director R. S. Goodwin Director 21 DIRECTORS’ REPORTS STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS The Directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and parent Company financial statements for each financial year. Under that law they are required to prepare the Group and parent Company financial statements in accordance with IFRSs as adopted by the EU and applicable law and subject to shareholders’ approval have elected to prepare the parent Company financial statements in accordance with UK Accounting Standards, including FRS 101 Reduced Disclosure Framework. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of their profit or loss for that period. In preparing each of the Group and parent Company financial statements, the Directors are required to: (cid:129) select suitable accounting policies and then apply them consistently; (cid:129) make judgements and estimates that are reasonable and prudent; (cid:129) for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU; (cid:129) for the parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the parent Company financial statements; and (cid:129) prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Group Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Report that comply with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Responsibility statements of the Directors in respect of the annual financial report We confirm that to the best of our knowledge: (cid:129) the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole; and (cid:129) the Group Strategic Report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provide the information necessary for shareholders to assess the Group’s position and performance, business model and strategy. J. W. Goodwin Director R. S. Goodwin Director 22 28th July, 2016 AUDITOR’S REPORT INDEPENDENT AUDITOR’S REPORT to the Members of GOODWIN PLC ONLY OPINIONS AND CONCLUSIONS ARISING FROM OUR AUDIT 1. Our opinion on the financial statements is unmodified We have audited the financial statements of Goodwin PLC for the year ended 30th April, 2016, which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement, the Company Balance Sheet, the Company Cash Flow Statement, the Company Statement of Changes in Equity and the related notes. In our opinion: (cid:129) the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 30th April, 2016, and of the Group’s profit for the year then ended; (cid:129) the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS as adopted by the EU); (cid:129) the parent Company financial statements have been properly prepared in accordance with UK Accounting Standards, including FRS 101 Reduced Disclosure Framework; and (cid:129) the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. 2. Our assessment of risks of material misstatement In arriving at our audit opinion above on the financial statements the risks of material misstatement that had the greatest effect on our audit, in decreasing order of audit significance, were as follows (unchanged from 2015): Recognition of revenue £123.5 million (2015: £127.0 million) Risk vs 2015: risk unchanged Refer to page 15 (Directors’ Reports), page 35 (accounting policy) and pages 36 to 38 (financial disclosures) The risk – The commercial terms agreed with customers determine the point at which revenue is recognised. As these commercial terms can be complex and vary between businesses in the Group and there is a significant volume of transactions each with its own commercial terms, a detailed consideration is required by the Group in identifying the appropriate timing of revenue recognition on a transaction by transaction basis. The risk is that the Group’s timing of revenue recognition does not reflect the timing of the transfer of risk and rewards of ownership for each transaction and that revenue is accordingly recognised in the wrong period. Our response – Our audit procedures included, for a sample of significant revenue transactions selected based on magnitude of the revenues recognised, reviewing the commercial terms applied by the Group and making our own independent assessment of the appropriate point in time to recognise revenue, with reference to the relevant accounting standards. Those assessments were then compared to the actual accounting treatment applied by the Group. In doing so, focusing on the periods immediately prior to and after the year end, we obtained customer purchase orders, shipping documentation and sales invoices and identified the commercial terms agreed with the customer before comparing the actual timing of revenue recognition with our expectation. Warranty provisions £330,000 (2015: £521,000) Risk vs 2015: risk unchanged Refer to page 15 (Directors’ Reports), page 35 (accounting policy) and page 44 (financial disclosures) The risk– Certain of the Group’s products incorporate the right to return under a pre-agreed warranty policy with its customers. Determination as to whether to recognise a provision and the amount of the provision to be recognised requires the Group to make judgements and estimates that are inherently subjective, including the likelihood of claims arising, the number of parts affected and the cost of rectification of those parts. Our response – Our audit procedures included discussions with the Group as to current and historical quality issues and known or expected warranty claims, corroboration of these discussions through inspection of credit notes and Board minutes and, where available, inspection of customer correspondence regarding known warranty issues. Where specific warranty provisions were recorded, we assessed the determination of the provision taking into account available supporting documentation such as customer correspondence and operational management cost estimates. We critically challenged the Group’s judgements made in determining the Group's provisions including a comparison of these judgements to historical product return levels. We also considered the adequacy of the Group's disclosures. 3. Our application of materiality and an overview of the scope of our audit Materiality for the Group financial statements as a whole was set at £600,000 (2015: £1.6 million), determined with reference to a benchmark of Group profit before taxation, normalised by averaging over the last four years due to fluctuations in the business cycle, of £19.1 million (2015: Benchmark of Group profit before taxation of £20.1 million), of which materiality represents 3.1% (2015: 8.0%). We reported to the Audit Committee any corrected or uncorrected identified misstatements exceeding £30,000 (2015: £80,000), in addition to other identified misstatements that warranted reporting on qualitative grounds. Of the Group’s 32 (2015: 29) reporting components, we subjected 9 (2015: 12) to audits for Group reporting purposes. 23 AUDITOR’S REPORT INDEPENDENT AUDITOR’S REPORT to the Members of GOODWIN PLC ONLY (continued) These audits accounted for 85.3% (2015: 86.4%)of total Group revenue; 90.6% (2015: 82.0%)of Group profit before taxation; and 75.2% (2015: 96.0%) of total Group assets. The remaining 14.7% (2015: 13.6%) of total Group revenue, 9.4% (2015: 18.0%) of Group profit before tax and 24.8% (2015: 4.0%) of total Group assets is represented by 23 (2015: 17) reporting components, none of which individually represented more than 5% of any of total Group revenue, Group profit before tax or total Group assets. For these remaining components, we performed analysis at an aggregated Group level to re-examine our assessment that there were no significant risks of material misstatement within these. The Group team instructed component auditors as to the significant areas to be covered, including the relevant risks detailed above and the information to be reported back. The Group team approved the component materialities, which ranged from £110,000 to £500,000 (2015: £5,000 to £1.0 million), having regard to the mix of size and risk profile of the Group across the components. The work on 1 of the 9 components (2015: 1 of the 12 components) was performed by component auditors and the rest by the Group team. Telephone conference meetings were held with all of the component auditors. At these meetings, the findings reported to the Group audit team were discussed in more detail, and any further work required by the Group audit team was then performed by the component auditor. 4. Our opinion on other matters prescribed by the Companies Act 2006 is unmodified In our opinion: (cid:129) the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and (cid:129) the information given in the Group Strategic Report and Directors’ Reports for the financial year for which the financial statements are prepared is consistent with the financial statements. (cid:129) the information given in the Corporate Governance Report set out on pages 11 to 12 with respect to internal control and risk management systems in relation to financial reporting processes and about share capital structures is consistent with the financial statements. 5. We have nothing to report on the disclosures of principal risks Based on the knowledge we acquired during our audit, we have nothing material to add or draw attention to in relation to: (cid:129) the Directors’ Statement of Viability on page 10, concerning the principal risks, their management, and, based on that, the Directors’ assessment and expectations of the Group’s continuing in operation over the 3 years to April 2019; or (cid:129) the disclosures in the Group Accounting Policies on page 31 concerning the use of the going concern basis of accounting. 6. We have nothing to report in respect of the matters on which we are required to report by exception Under ISAs (UK and Ireland) we are required to report to you if, based on the knowledge we acquired during our audit, we have identified other information in the Annual Report that contains a material inconsistency with either that knowledge or the financial statements, a material misstatement of fact, or that is otherwise misleading. In particular, we are required to report to you if: (cid:129) we have identified material inconsistencies between the knowledge we acquired during our audit and the Directors’ statement that they consider that the Annual Report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy; or (cid:129) the Audit Committee Report does not appropriately address matters communicated by us to the Audit Committee. Under the Companies Act 2006 we are required to report to you if, in our opinion: (cid:129) adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or (cid:129) the parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or (cid:129) certain disclosures of Directors’ remuneration specified by law are not made; or (cid:129) we have not received all the information and explanations we require for our audit. (cid:129) a Corporate Governance Report has not been prepared by the Company. Under the Listing Rules we are required to review: (cid:129) the Directors’ statements, set out on page 10, in relation to going concern and viability; and (cid:129) the part of the Corporate Governance Report on pages 11 to 12 relating to the Company’s compliance with the eleven provisions of the 2014 UK Corporate Governance Code specified for our review. We have nothing to report in respect of the above responsibilities. 24 AUDITOR’S REPORT INDEPENDENT AUDITOR’S REPORT to the Members of GOODWIN PLC ONLY (continued) Scope and responsibilities As explained more fully in the Directors’ Responsibilities Statement, set out on page 22, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate. This report is made solely to the Company’s members as a body and is subject to important explanations and disclaimers regarding our responsibilities, published on our website at www.kpmg.com/uk/auditscopeukco2014a, which are incorporated into this report as if set out in full and should be read to provide an understanding of the purpose of this report, the work we have undertaken and the basis of our opinions. 28th July, 2016 Simon Purkess (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants One Snowhill, Snow Hill Queensway, Birmingham , B4 6GH 25 FINANCIAL STATEMENTS GOODWIN PLC CONSOLIDATED INCOME STATEMENT for the year ended 30th April, 2016 CONTINUING OPERATIONS Revenue … … … … … … … … … … 2 Cost of sales … … … … … … … … … 123,539 (89,196) 127,049 (85,754) Notes 2016 £’000 2015 £’000 GROSS PROFIT… … … … … … … … … … Distribution expenses … … … … … … … … Administrative expenses … … … … … … … 34,343 (3,311) (18,284) 41,295 (3,586) (17,262) OPERATING PROFIT … … … … … … … … … … … … … … … … … Financial expenses Share of profit of associate companies … … … … … PROFIT BEFORE TAXATION … … … … … … … Tax on profit … … … … … … … … … 5 11 2,3 6 12,748 20,447 (775) 341 (682) 288 12,314 (3,376) 20,053 (4,601) PROFIT AFTER TAXATION… … … … … … … … 8,938 15,452 ATTRIBUTABLE TO: Equity holders of the parent … … … … … … … 19 Non-controlling interests … … … … … … … 8,838 100 15,025 427 PROFIT FOR THE YEAR … … … … … … … … 8,938 15,452 BASIC AND DILUTED EARNINGS PER ORDINARY SHARE … … 7 122.75p 208.68p The notes on pages 31 to 57 form part of these financial statements. 26 FINANCIAL STATEMENTS GOODWIN PLC CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the year ended 30th April, 2016 PROFIT FOR THE YEAR … … … … … … … … … OTHER COMPREHENSIVE EXPENSE ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO THE INCOME STATEMENT: 2016 £’000 8,938 2015 £’000 15,452 Foreign exchange translation differences … … … … … … Effective portion of changes in fair value of cash flow hedges … … Change in fair value of cash flow hedges transferred to the income statement Tax charge on items that may be reclassified subsequently to the income 279 (728) (1,923) (1,176) 2,630 (2,197) statement … … … … … … … … … … 516 (87) OTHER COMPREHENSIVE EXPENSE FOR THE YEAR, NET OF INCOME TAX … … … … … … … … … … (1,856) (830) TOTAL COMPREHENSIVE INCOME FOR THE YEAR … … … … 7,082 14,622 ATTRIBUTABLE TO: Equity holders of the parent … … … … … … … … Non-controlling interests … … … … … … … … 7,018 64 7,082 14,024 598 14,622 27 FINANCIAL STATEMENTS GOODWIN PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the year ended 30th April, 2016 Share capital £’000 Trans- Cash flow hedge lation reserve reserve £’000 £’000 Total attributable Non- to equity Retained holders of controlling interests earnings the parent £’000 £’000 £’000 Total equity £’000 YEAR ENDED 30th APRIL, 2016 Balance at 1st May, 2015 720 (1,356) 1,541 81,836 82,741 3,781 86,522 Total comprehensive income: Profit … … … … Other comprehensive income: Foreign exchange translation differences … … … Net movements on cash flow hedges … … … … TOTAL COMPREHENSIVE INCOME FOR THE YEAR Transactions with owners of the Company recognised directly in equity Purchase of non-controlling interests without a change in control … … … Dividends paid … … … - - - - - - - - 315 - - - (2,135) 8,838 8,838 100 8,938 - - 315 (36) 279 (2,135) - (2,135) 315 (2,135) 8,838 7,018 64 7,082 - - - - - - - - 174 174 (360) (360) - (360) (3,105) (3,105) (196) (3,301) BALANCE AT 30th APRIL, 2016 720 (1,041) (594) 87,209 86,294 3,823 90,117 YEAR ENDED 30th APRIL, 2015 Balance at 1st May, 2014 … 720 (9) 1,195 71,684 73,590 3,980 77,570 Total comprehensive income: Profit … … … … Other comprehensive income: Foreign exchange translation differences … … … Net movements on cash flow hedges … … … … TOTAL COMPREHENSIVE INCOME FOR THE YEAR Purchase of non-controlling interest without a change in control … … … Dividends paid … … … - - - - - - - (1,347) - - - 346 15,025 15,025 427 15,452 - - (1,347) 171 (1,176) 346 - 346 (1,347) 346 15,025 14,024 598 14,622 - - - - (1,824) (3,049) (1,824) (3,049) (709) (88) (2,533) (3,137) BALANCE AT 30th APRIL, 2015 720 (1,356) 1,541 81,836 82,741 3,781 86,522 28 GOODWIN PLC CONSOLIDATED BALANCE SHEET at 30th April, 2016 NON-CURRENT ASSETS … … … … … … … Property, plant and equipment Investment in associates … … … … … … … … Intangible assets… … … … … … … … … … CURRENT ASSETS Inventories… … … … … … … … … … … Trade and other receivables … … … … … … … … Derivative financial assets … … … … … … … … Cash and cash equivalents … … … … … … … … FINANCIAL STATEMENTS Notes 9 11 10 14 15 20 16 2016 £’000 62,530 1,640 17,565 81,735 35,631 33,792 2,107 4,970 76,500 2015 £’000 55,659 1,477 10,865 68,001 32,771 26,364 4,624 7,732 71,491 TOTAL ASSETS … … … … … … … … … … 158,235 139,492 CURRENT LIABILITIES Interest-bearing loans and borrowings … … … … … … Trade and other payables … … … … … … … … Deferred consideration… … … … … … … … … Derivative financial liabilities … … … … … … … … Liabilities for current tax … … … … … … … … Warranty provision … … … … … … … … … NON-CURRENT LIABILITIES Interest-bearing loans and borrowings … … … … … … Warranty provision … … … … … … … … … Deferred tax liabilities … … … … … … … … … TOTAL LIABILITIES… … … … … … … … … … 17 18 18 20 12 17 12 13 8,531 32,608 500 2,818 1,785 151 46,393 18,497 179 3,049 21,725 68,118 277 26,938 500 2,587 1,540 224 32,066 17,149 297 3,458 20,904 52,970 NET ASSETS … … … … … … … … … … … 90,117 86,522 EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT Share capital … … … … … … … … … … Translation reserve … … … … … … … … … … … … … … … … … Cash flow hedge reserve … … … … … … … … … Retained earnings 19 19 19 19 TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 720 (1,041) (594) 87,209 86,294 NON-CONTROLLING INTERESTS … … … … … … … 19 3,823 720 (1,356) 1,541 81,836 82,741 3,781 TOTAL EQUITY … … … … … … … … … … 90,117 86,522 These financial statements were approved by the Board of Directors on 28th July, 2016, and signed on its behalf by: J.W. Goodwin Director R.S. Goodwin Director Company Registration Number: 305907 29 FINANCIAL STATEMENTS GOODWIN PLC CONSOLIDATED CASH FLOW STATEMENT for the year ended 30th April, 2016 2016 £’000 2016 £’000 2015 £’000 2015 £’000 CASH FLOW FROM OPERATING ACTIVITIES Profit from continuing operations after tax … … … … Adjustments for: Depreciation … … … … … … … … Amortisation of intangible assets … … … … … Impairment of intangible assets … … … … … Gain arising on bargain purchase … … … … … … … … … … … … Financial expenses (Profit)/loss on sale of property, plant and equipment … Share of profit of associate companies … … … … … … … … … … … … Tax expense OPERATING PROFIT BEFORE CHANGES IN WORKING CAPITAL AND PROVISIONS (Increase)/decrease in trade and other receivables … … Increase in inventories … … … … … … … Decrease in trade and other payables (excluding payments on account) … … … … … … … … Increase/(decrease) in payments on account CASH GENERATED FROM OPERATIONS Interest paid … … … … … … … … Corporation tax paid … … … … … … … … … … Interest element of finance lease obligations NET CASH FROM OPERATING ACTIVITIES … … … 8,938 4,748 583 340 (143) 775 (456) (341) 3,376 17,820 (5,707) (2,357) (1,453) 5,402 13,705 (703) (3,058) (20) 9,924 15,452 4,903 359 59 - 682 175 (288) 4,601 25,943 5,192 (1,743) (2,292) (3,434) 23,666 (705) (4,904) (28) 18,029 CASH FLOW FROM INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment … … Acquisition of intangible assets … … … … … Acquisition of property, plant and equipment … … … R&D expenditure capitalised … … … … … … Acquisition of subsidiaries net of cash acquired … … … Purchase of non-controlling interest … … … … … Additional payment for existing subsidiary … … … Additional investment in associate companies … … … Dividends received from associate companies … … … 968 (4,319) (7,707) (1,430) (2,005) - (330) (30) 173 199 (1,263) (17,401) - - (2,533) (80) (64) 180 NET CASH OUTFLOW FROM INVESTING ACTIVITIES (14,680) (20,962) CASH FLOWS FROM FINANCING ACTIVITIES Payment of capital element of finance lease obligations … Dividends paid … … … … … … … … Dividends paid to non-controlling interests … … … Proceeds from loans and committed facilities … … … Repayment of loans and committed facilities … … … … … … … … … … … Finance fees (274) (3,105) (196) 3,305 (3,000) (100) (449) (3,049) (88) 10,000 (2,000) – NET CASH (OUTFLOW)/INFLOW FROM FINANCING ACTIVITIES NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of year … … … … … Effect of exchange rate fluctuations on cash held CASH AND CASH EQUIVALENTS AT END OF YEAR (see note 16) (3,370) (8,126) 7,732 (19) (413) 4,414 1,481 6,233 18 7,732 30 NOTES TO THE FINANCIAL STATEMENTS 1. Accounting policies Goodwin PLC (the “Company”) is incorporated in the UK. The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”) and equity account the Group’s interest in associates. The parent Company financial statements present information about the Company as a separate entity and not about its Group. The Group’s financial statements have been approved by the Directors and prepared in accordance with International Financial Reporting Standards as adopted by the European Union (EU). The Company has elected to prepare its financial statements in accordance with Financial Reporting Standard (FRS) 101 issued in the UK. These are presented on pages 58 to 73. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these Group financial statements. Judgements made by the Directors, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note 25. With the current level of order input, the opportunity for continued profitability remains good for the next twelve months. The impact of working capital requirements on our banking facilities given the expected level of activity and capital spend commitments will require close management. After reviewing the situation, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements. New IFRS standards and interpretations adopted during 2016 In 2016 the following amendments had been endorsed by the EU, became effective and therefore were adopted by the Group: (cid:129) Annual improvements to IFRSs 2010-2012 Cycle (effective for annual periods beginning on or after 1st February, 2015) Annual improvements to IFRSs 2011-2013 Cycle (endorsed on 18th December, 2014) (cid:129) The adoption of these standards and amendments has not had a material impact on the Group’s financial statements. Measurement convention The financial statements are rounded to the nearest thousand pounds. The financial statements are based on the historical cost basis except where the measurement of balances at fair value is required as below. Basis of consolidation Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of another entity. Associates are accounted for using the equity method and are initially recognised at cost. The Group's investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial statements include the Group's share of the total recognised income and expense and equity movements of equity accounted investees, from the date that significant influence commences until the date that significant influence ceases. When the Group's share of losses exceeds its interest in an equity accounted investee, the Group's carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an investee. Foreign currency Transactions in foreign currencies are translated to the respective functional currencies of the Group entities at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement within operating profit. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. 31 NOTES TO THE FINANCIAL STATEMENTS 1. Accounting policies (continued) Foreign currency (continued) The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to sterling at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions. Exchange differences arising from this translation of foreign operations are taken directly to the translation reserve. They are released into the income statement upon disposal of the foreign operation. Financial instruments Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group has become a party to the contractual provisions of the instrument. The principal financial assets and liabilities of the Group are as follows: Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand including cash deposits with an original maturity of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose only of the statement of cash flows. Trade receivables Trade receivables do not carry interest and are initially recognised at fair value and are subsequently measured at their amortised cost using the effective interest method, where material, as reduced by allowances for impairment when there is objective evidence of impairment. A provision for impairment is established when the carrying value of the receivable exceeds the present value of the future cash flow discounted using the original effective interest rate. The carrying value of the receivable is reduced through the use of an impairment account and any impairment loss is recognised in the income statement. Recognition and valuation of equity instruments Equity instruments are stated at par value. For ordinary share capital, the par value is recognised in share capital and the premium in the share premium reserve. Recognition and valuation of financial liabilities Financial liabilities are classified according to the substance of the contractual arrangements entered into. Bank borrowings Interest-bearing bank loans and overdrafts are initially recorded at their fair value less attributable transaction costs. They are subsequently carried at their amortised cost and finance charges are recognised in the income statement over the term of the instrument using an effective rate of interest. Bank overdrafts that form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose only of the statement of cash flows. Trade and other payables Trade and other payables are initially recognised at fair value and subsequently at amortised cost using the effective interest method where material. Derivative financial instruments and hedging Derivative financial instruments Derivative financial instruments are recognised at fair value. The fair value of interest rate swaps is the estimated amount that the Group would receive or pay to terminate the swap at the balance sheet date, taking into account current interest rates and the current creditworthiness of the swap counterparties. The fair value of forward exchange contracts is equal to the present value of the difference between the contractual forward price and the current forward price for the residual maturity of the contract. For derivatives that do not form part of a designated hedge relationship, the gain or loss on re-measurement to fair value is recognised immediately in the income statement. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged (see below). Cash flow hedges Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in the hedging reserve. Any ineffective portion of the hedge is recognised immediately in the income statement. For cash flow hedges, the associated cumulative gain or loss is removed from equity and recognised in the income statement in the same period or periods during which the hedged forecast transaction affects the income statement. 32 NOTES TO THE FINANCIAL STATEMENTS 1. Accounting policies (continued) Derivative financial instruments and hedging (continued) Cash flow hedges (continued) When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is recognised in the income statement immediately. When the forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability, the associated cumulative gain or loss is removed from the hedging reserve and is included in the initial cost or other carrying amount of the non-financial asset or liability. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. Where land and buildings are held under finance leases the accounting treatment of the land is considered separately from that of the buildings. Leased assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses. Lease payments are accounted for as described below. Depreciation is charged to the income statement over the estimated useful lives of each part of an item of property, plant and equipment on the following bases: Freehold land … … … … … Freehold buildings … … … … Leasehold property … … … … Plant and machinery … … … … Motor vehicles … … … … … Tooling … … … … … … Fixtures and fittings … … … … Assets in the course of construction are not depreciated. Nil 2% to 4% on reducing balance or cost over period of lease 5% to 25% on reducing balance or cost 15% or 25% on reducing balance over estimated production life 15% to 25% reducing balance Intangible assets and goodwill All business combinations are accounted for by applying the purchase method. Goodwill represents amounts arising on acquisition of businesses. In respect of business acquisitions that have occurred since 1st May, 2006, goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets and contingent liabilities acquired. For acquisitions prior to the adoption of Revised IFRS 3 “Business Combinations” (1st May, 2010), cost includes directly attributable acquisition costs. For acquisitions after this date, such costs are charged to the income statement. Identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested annually for impairment. In respect of acquisitions prior to 1st May, 2006, goodwill is included at transition date on the basis of its deemed cost, which represents the amount recorded under UK GAAP which was broadly comparable save that only separable intangibles were recognised and goodwill was amortised. On transition, amortisation of goodwill has ceased as required by IFRS 1. Negative goodwill arising on an acquisition is recognised immediately in the income statement. Expenditure on research activities is recognised in the income statement as an expense as incurred. Expenditure on development activities is capitalised if the product or process is technically and commercially feasible and the Group has sufficient resources to complete development. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads. Other development expenditure is recognised in the income statement as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses. Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Intangible assets with an indefinite useful life and goodwill are systematically tested for impairment at each balance sheet date. Other intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows: 33 NOTES TO THE FINANCIAL STATEMENTS 1. Accounting policies (continued) Intangible assets and goodwill (continued) (cid:129) Capitalised development costs (cid:129) Manufacturing rights (cid:129) Brand names (cid:129) Brand name, intellectual property Minimum expected order unit intake or minimum product life 6 - 15 years 3 - 15 years and customer list 10 years 1 year 25 years 15 years (cid:129) Order book (cid:129) Distribution rights (cid:129) Non-compete agreements Inventories Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in, first-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity. Government grants Government grants relating to income are recognised in the income statement as a deduction from the expenses that they are intended to compensate. Government grants relating to assets are recognised in the balance sheet as a deduction in the carrying amount of the asset. Depreciation is charged on the value of the asset less the associated grant. Amounts of grants received are shown in notes 3 and 9. Put option in respect of a minority interest in a subsidiary Where the Group has, through a put option, an obligation to purchase shares in a subsidiary from a minority interest, a financial liability is recognised for the present value of the estimated consideration payable under the put option and the minority interest is not recognised. For acquisitions made prior to the adoption of Revised IFRS 3 “Business Combinations” (1st May, 2010) at each reporting date, changes in the carrying amount of the liability arising from variations in the estimated fair value of the purchase consideration (excluding the effect of the unwinding of the discount, which is accounted for as a financial expense) are recognised by adjusting the carrying amount of the goodwill recognised on initial recognition of the business combination. For acquisitions after adoption of Revised IFRS 3, any changes in the liability are recognised in the income statement. Impairment The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. Recoverable amount is the greater of an asset’s or cash-generating unit’s fair value less costs to sell or value in use. For goodwill, assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each balance sheet date. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Goodwill, assets that have an indefinite useful life and intangible assets that are not yet available for use were tested for impairment as at 1st May, 2006, the date of transition to Adopted IFRSs, even though no indication of impairment existed. Reversals of impairment An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Provisions A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. 34 NOTES TO THE FINANCIAL STATEMENTS 1. Accounting policies (continued) Warranty provisions The Group carries a warranty provision with respect to one of its product lines. The warranties are negotiated at contract placement stage and typically, where given to a customer, the warranty has a duration of between 1 and 3 years. At the expiry of the warranty period, to the extent not utilised the warranty provision is then released back into the income statement. Revenue Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business by subsidiary companies to external customers, net of discounts, VAT and other sales related taxes. Revenue is reduced for customer returns, rebates and other similar allowances. Revenue from the sale of goods, which represent more than 98% of Group revenue, is recognised in the income statement when: (cid:129) The significant risks and rewards of ownership have been transferred to the buyer in accordance with the contracted terms of sale; (cid:129) The amount of revenue and costs can be measured reliably; (cid:129) The Group retains neither continuing managerial involvement nor effective control over the goods; and (cid:129) It is probable that the economic benefits associated with the transaction will flow to the Group. This is typically on delivery of the products or customer acceptance. However, commercial terms of sale vary between subsidiary companies. Leases Operating lease payments Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense. Finance lease payments Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Financial expenses Financial expenses comprise interest payable, interest on finance leases using the effective interest method and the unwinding of the discount on provisions. Borrowing costs that are directly attributable to the acquisition, construction or production of an asset that takes a substantial time to be prepared for use, are capitalised as part of the cost of that asset. Interest income and interest payable is recognised in the income statement as it accrues. Pension costs The Group contributes to a defined contribution pension scheme for UK employees under an Auto Enrolment Pension arrangement as required by Government legislation. The assets of the scheme are held in independently administered funds. Group pension costs are charged to the income statement in the year for which contributions are payable. Contributions to the schemes are made on a monthly basis, and at the end of the financial year there was one month’s contributions outstanding, which were paid in the following month. Taxation Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. New IFRS standards, amendments and interpretations not adopted The IASB and IFRIC have issued additional standards and amendments which are effective for periods starting after the date of these financial statements. The following standards and amendments have not yet been adopted by the Group: 35 1. Accounting policies (continued) NOTES TO THE FINANCIAL STATEMENTS (cid:129) (cid:129) (cid:129) (cid:129) (cid:129) (cid:129) (cid:129) (cid:129) (cid:129) (cid:129) (cid:129) (cid:129) New IFRS standards, amendments and interpretations not adopted (cid:129) IFRS 15 Revenue from Contracts with Customers (effective for annual periods beginning on or after 1st January, 2017) Amendments to IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets: Clarification of acceptable Methods of Depreciation and Amortisation (effective for annual periods beginning on or after 1st January, 2016) IFRS 9 Financial Instruments (effective for annual periods beginning on or after 1st January, 2018) Accounting for Acquisitions of Interests in Joint Operations – Amendments to IFRS 11 (effective for annual periods beginning on or after 1st January, 2016) Clarification of Acceptable Methods of Depreciation and Amortisation – Amendments to IAS 16 and IAS 38 (effective for annual periods beginning on or after 1st January, 2016) Equity Method in Separate Financial Statements – Amendments to IAS 27 (effective for annual periods beginning on or after 1st January, 2016) Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10 and IAS 28 (effective for annual periods beginning on or after 1st January, 2016) Annual Improvements to IFRSs – 2012-2014 Cycle Investment entities (effective for annual periods beginning on or after 1st January, 2016) Applying the Consolidation Exception – Amendments to IFRS 10, IFRS 12 and IAS 28 (effective for annual periods beginning on or after 1st January, 2016) Annual Improvements to IFRSs – 2012-2014 Cycle (effective for annual periods beginning on or after 1st January, 2016) Investment entities: Applying the Consolidation Exception – Amendments to IFRS 10, IFRS 12 and IAS 28 (effective for annual periods beginning on or after 1st January, 2016) Disclosure Initiative – Amendments to IAS 1 (effective for annual periods beginning on or after 1st January, 2016) IFRS 15 Revenue from Contracts with Customers (effective for annual periods beginning on or after 1st January, 2016) IFRS 9 Financial Instruments (effective for annual periods beginning on or after 1st January, 2016) IFRS 16 Leases (not yet endorsed. IASB effective date 1st January, 2019) (cid:129) (cid:129) The Group has considered the impact of these new standards and interpretations in future periods on profit, earnings per share and net assets. None of the above standards or interpretations are expected to have a material impact. 2. Segmental information Products and services from which reportable segments derive their revenues For the purposes of management reporting to the chief operating decision maker, the Board of Directors, the Group is organised into two reportable operating divisions: mechanical engineering and refractory engineering. Financial information for each operating division is also available in a disaggregated form in line with the identified cash-generating units. Segment assets and liabilities include items directly attributable to segments as well as those that can be allocated on a reasonable basis. In accordance with the requirements of IFRS 8 the Group's reportable segments, based on information reported to the Group's Board of Directors for the purposes of resource allocation and assessment of segment performance, are as follows; (cid:129) Mechanical Engineering (cid:129) Refractory Engineering Information regarding the Group’s operating segments is reported below. Associates are included in Refractory Engineering. - casting, machining and general engineering - powder manufacture and mineral processing Year Ended 30th April Revenue Mechanical Engineering Refractory Engineering Sub Total 2016 £’000 2015 £’000 2016 £’000 2015 £’000 2016 £’000 2015 £’000 External sales … … … … Inter-segment sales … … … 88,747 18,248 93,545 24,899 34,792 33,504 123,539 127,049 4,534 5,912 22,782 30,811 Total revenue … … … … 106,995 118,444 39,326 39,416 146,321 157,860 Reconciliation to consolidated revenue: Inter-segment sales … … … Consolidated revenue for the year (22,782) (30,811) 123,539 127,049 36 NOTES TO THE FINANCIAL STATEMENTS 2. Segmental information (continued) Year Ended 30th April Profits Mechanical Engineering Refractory Engineering Sub Total 2016 £’000 2015 £’000 2016 £’000 2015 £’000 2016 £’000 2015 £’000 Segment result including associates 10,961 16,397 4,211 5,139 15,172 21,536 Group centre … … … … Group finance expenses … … Consolidated profit before tax for the year … … … Tax … … … … … Consolidated profit after tax for the year … … … Year Ended 30th April Segmental net assets (2,083) (775) (801) (682) 12,314 20,053 (3,376) (4,601) 8,938 15,452 Segmental total assets Segmental total liabilities Segmental net assets 2016 £’000 2015 £’000 2016 £’000 2015 £’000 2016 £’000 2015 £’000 Mechanical Engineering … … Refractory Engineering … … 82,569 43,207 65,635 35,262 65,432 28,455 48,082 16,572 17,137 14,752 17,553 18,690 Sub total reportable segment … 125,776 100,897 93,887 64,654 31,889 36,243 Goodwin PLC net asset Elimination of Goodwin PLC investments Goodwill … … … … Other consolidation adjustments … … … Consolidated total net assets … Segmental property, plant and equipment (PPE) capital expenditure Goodwin PLC … … … … Mechanical Engineering … … … … Refractory Engineering Mechanical Engineering … … Refractory Engineering … … Goodwin PLC … … … … 71,620 (22,441) 8,994 55 68,794 (24,122) 7,970 (2,363) 90,117 86,522 5,633 3,405 3,030 7,586 4,843 4,542 12,068 16,971 Depreciation, Amortisation, Impairment 2016 £’000 2,690 1,200 1,781 2015 £’000 2,188 957 2,176 5,671 5,321 For the purposes of monitoring segment performance and allocating resources between segments, the Group’s Board of Directors monitors the tangible and financial assets attributable to each segment. All assets and liabilities are allocated to reportable segments with the exception of those held by the parent Company, Goodwin PLC, and those held as consolidation adjustments. 37 NOTES TO THE FINANCIAL STATEMENTS 2. Segmental information (continued) Geographical segments The Group operates in the following principal locations. In presenting the information on geographical segments, revenue is based on the location of its customers and assets on the location of the assets. Year ended 30th April, 2016 Year ended 30th April, 2015 Revenue £’000 36,776 21,656 13,974 26,958 24,175 UK Rest of Europe USA Pacific Basin Rest of World Opera- tional net assets £’000 Non- PPE Capital current expendi- ture £’000 assets £’000 66,292 69,383 8,035 1,120 - 11,497 4,293 - 5,610 5,622 9,771 453 - 708 1,136 Revenue £’000 25,415 24,680 13,009 39,321 24,624 Total 123,539 90,117 81,735 12,068 127,049 Opera- tional net assets £’000 63,150 5,921 - 12,430 5,021 86,522 Non- current assets £’000 PPE Capital expendi- ture £’000 56,658 11,876 724 - 5,587 5,032 602 - 3,799 694 68,001 16,971 3. Expenses and auditor’s remuneration Included in profit before taxation are the following: Charged to the income statement Depreciation: Owned assets … … … … … … … … … … … Assets held under finance lease … … … … … … … … Amortisation of intangible assets … … … … … … … … … … … … … … … … Impairment of intangible assets (Profit)/loss on sale of property, plant and equipment … … … … … Operating lease rentals: Rental of premises … … … … … … … … … … … … … … … … … … … Short-term plant hire Research and development expensed as incurred … … … … Impairment of trade receivables charged to the income statement … … … Foreign exchange losses Losses on derivatives at fair value through the income statement … … … Fees receivable by the auditors and their associates in respect of: Audit of these financial statements … … … … … … … Audit of the financial statements of subsidiaries … … … … … Other non–audit related services: Other assurance services … … … … … … … … … Tax compliance services … … … … … … … … … … … … … … … … … … Tax advisory services Credited to the income statement Government grants received against R&D, infrastructure spend and training costs Foreign exchange gains … … … … … … … … … Gain on bargain purchase (See note 27) … … … … … … … Gains on derivatives at fair value through the income statement … … … 2016 £’000 4,641 107 583 340 (456) 607 110 1,141 (27) 1,362 99 54 111 17 - 19 675 - 142 - 2015 £’000 4,655 248 359 59 175 381 143 1,961 6 - - 54 63 - 32 5 828 1,109 - 209 38 4. Staff numbers and costs NOTES TO THE FINANCIAL STATEMENTS The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows: Number of employees 2015 2016 Works personnel … … … … … … … … … … … … … … … … … … … … … Administration staff The aggregate payroll costs of these persons were as follows: Wages and salaries … … … … … … … … … Social security costs… … … … … … … … … … Other pension costs … … … … … … … … … … 1,123 49 1,172 2016 £’000 33,224 3,518 1,136 37,878 1,088 49 1,137 2015 £’000 33,525 3,685 832 38,042 Details of the Directors’ remuneration can be found within the Directors’ Remuneration Report on page 19. The emoluments of the highest paid Director were £369,000 (2015: £374,000). The emoluments included Company pension contributions of £11,000 (2015: £11,000) which were made to a money purchase scheme on his behalf. The number of Directors who were members of a money purchase pension scheme were 8 (2015: 8). 5. Financial expenses Interest expense on finance leases … … … … … … … … Interest expense on bank loans and overdrafts … … … … … … Capitalised interest on fixed asset projects … … … … … … … Financial expenses … … … … … … … … … … 6. Taxation Recognised in the income statement Current tax expense Current year … … … … … … … … … … … … … … … … … … … Adjustments for prior years Deferred tax expense Origination and reversal of temporary differences – current year … … Origination and reversal of temporary differences – prior year adjustment … Origination and reversal of temporary differences – rate change to prior year 2016 £’000 20 765 (10) 775 2016 £’000 3,012 291 3,303 608 (266) (269) 73 2015 £’000 28 705 (51) 682 2015 £’000 3,875 168 4,043 562 (4) - 558 Total tax expense … … … … … … … … … … … 3,376 4,601 39 NOTES TO THE FINANCIAL STATEMENTS 6. Taxation (continued) Reconciliation of effective tax rate 2016 £’000 2015 £’000 Profit before taxation … … … … … … … … … … 12,314 20,053 Tax using the UK corporation tax rate of 20.00% (2015: 20.92%) … … … Non-deductible expenses … … … … … … … … … Under/(over) provision in prior years … … … … … … … … … … … … … … … … … … Patent box tax credit Losses not utilised … … … … … … … … … … … Rate change to prior year … … … … … … … … … Withholding tax unrelieved … … … … … … … … … Difference in overseas tax rates … … … … … … … … Effect of equity accounting for associates … … … … … … … 2,463 350 25 - 146 (269) 143 570 (52) Total tax expense … … … … … … … … … … … 3,376 4,195 143 164 (535) 187 (34) 62 473 (54) 4,601 The Group’s total taxes payable in respect of the year ending 30th April, 2016, comprising Corporation Tax, PAYE and National Insurance was £14 million (2015: £16 million). Deferred tax recognised directly in equity The following amounts are included in the consolidated statement of comprehensive income: Cash flow hedge deferred tax (credit) / charge … … … … … … 2016 £’000 (516) 2015 £’000 187 7. Earnings per share The earnings per ordinary share has been calculated on profit for the year attributable to ordinary shareholders of £8,838,000 (2015: £15,025,000)and by reference to the 7,200,000 ordinary shares in issue throughout both years. The Company has no share options or other diluting interests and accordingly, there is no difference in the calculation of diluted earnings per share. 8. Dividends Paid ordinary dividends during the year in respect of prior years (2015: 42.348p) per qualifying ordinary share … … … … … … … 2016 £’000 3,049 3,049 2015 £’000 3,049 3,049 After the balance sheet date an ordinary dividend of 42.348p per qualifying ordinary share was proposed by the Directors (2015: Ordinary dividend of 42.348p). The proposed current year ordinary dividend of £3,049,000 has not been provided for within these financial statements (2015: Proposed ordinary dividend of £3,049,000 was not provided for within the comparative figures). 40 NOTES TO THE FINANCIAL STATEMENTS 9. Property, plant and equipment Land and Plant and buildings equipment £’000 £’000 Fixtures and fittings £’000 Assets in course of construc- tion £’000 Cost At 1st May, 2014… … … … … Additions … … … … … … Reclassification … … … … … Disposals … … … … … … Exchange adjustment … … … … 23,610 2,913 562 - (40) 46,380 10,125 165 (1,234) (380) 2,945 875 - - (8) 727 3,058 (727) - - Total £’000 73,662 16,971 - (1,234) (428) At 30th April, 2015 … … … … 27,045 55,056 3,812 3,058 88,971 At 1st May, 2015… … … … … Additions … … … … … … Acquisition … … … … … Reclassification … … … … … Disposals … … … … … … Exchange adjustment … … … … 27,045 452 - 3,101 (507) (53) 55,056 10,076 75 (101) (201) 102 3,812 346 2 68 (29) 17 3,058 1,194 - (3,068) - 10 88,971 12,068 77 - (737) 76 At 30th April, 2016 … … … … 30,038 65,007 4,216 1,194 100,455 Depreciation At 1st May, 2014… … … … … Charged in year … … … … … Disposals … … … … … … Exchange adjustment … … … … 2,451 646 - (21) 25,368 3,949 (860) (274) 1,747 308 - (2) At 30th April, 2015 … … … … 3,076 28,183 2,053 At 1st May, 2015… … … … … Charged in year … … … … … Reclassification … … … … … Disposals … … … … … … Exchange adjustment … … … … 3,076 804 41 (68) (12) 28,183 3,497 (79) (143) 108 2,053 447 38 (23) 3 At 30th April, 2016 … … … … 3,841 31,566 2,518 - - - - - - - - - - - 29,566 4,903 (860) (297) 33,312 33,312 4,748 - (234) 99 37,925 Net book value At 1st May, 2014… … … … … 21,159 21,012 At 30th April, 2015 and 1st May, 2015 … 23,969 26,873 1,198 1,759 727 44,096 3,058 55,659 At 30th April, 2016 … … … … 26,197 33,441 1,698 1,194 62,530 Plant and machinery At 30th April, 2016, the net carrying amount of leased plant and machinery was £4,693,000 (2015: £1,267,000). The leased equipment secures lease obligations (see note 17). Assets in the course of construction of £1,194,000 (2015: £3,058,000) includes £392,000 of plant and equipment not commissioned at the year end (2015: £638,000). Government grants related to tangible fixed assets Additions to fixed assets are after deducting grants receivable of £nil (2015: £841,000). 41 10. Intangible assets NOTES TO THE FINANCIAL STATEMENTS Brand name, Intellec- tual property, Brand Order Customer book £’000 £’000 Manu- facturing rights, Customer lists, Non- Software Develop- ment costs £’000 & Licences £’000 compete lists agreement £’000 Goodwill names £’000 £’000 Total £’000 Cost Balance at 1st May, 2014 … Additions… … … … … Exchange adjustments 8,452 80 (503) 5,232 - (379) 169 - (17) - 1,263 - Balance at 30th April, 2015 8,029 4,853 152 1,263 Additions… … … … … Exchange adjustment 1,069 295 408 229 - 10 - - 978 - - 978 4,139 - - - - - 201 - - 15,032 1,343 (899) 201 15,476 180 - 1,430 - 7,226 534 Balance at 30th April, 2016 9,393 5,490 162 1,263 5,117 180 1,631 23,236 Amortisation and impairment Balance at 1st May, 2014 … Amortisation for the year … Impairment for the year … … Exchange adjustment - - 59 - 3,197 332 - (188) 169 - - (17) Balance at 30th April, 2015 59 3,341 152 Amortisation for the year … Impairment for the year … … Exchange adjustment - 340 - 331 - 127 - - 10 Balance at 30th April, 2016 399 3,799 162 - 10 - - 10 126 - - 136 Net book value At 1st May, 2014… … … 8,452 2,035 At 30th April, 2015 … … 7,970 1,512 At 30th April, 2016… … 8,994 1,691 - - - - 1,253 1,127 831 17 - - 848 96 - - 944 147 130 - - - - - 20 - - 20 - - 201 - - - 4,398 359 59 (205) 201 4,611 10 - - 583 340 137 211 5,671 - - 10,634 10,865 4,173 160 1,420 17,565 During the year, the Group added to its portfolio of goodwill and intangible assets. The main additions are described below: £3.5 million on manufacturing rights and customer lists relating to the acquisition of the vermiculite and perlite activities from Westland (GB Trading) Limited during October 2015 satisfied fully by cash. £1.07 million of goodwill relating to the 100% acquisition by Easat Radar Systems Limited of NRPL Aero Oy, a Finnish transceiver company. The transaction comprised cash of £1.525 million and the transfer of 20% of the equity of Easat to the former owner of NRPL Aero Oy. Management have assessed the fair value of the NRPL brand name to be £408,000 based on the expected net present value of future cash flows. £640,000 on the acquisition of the manufacturing rights and non-compete agreements in relation to a Chinese lost wax investment powder manufacturing company in China. £736,000 has been capitalised during the year in relation to transceiver development expenditure by NRPL. £594,000 has been capitalised during the year in relation to the development of a new check valve range by Goodwin International. Amortisation and impairment charges The amortisation charge of £583,000 (2015: £359,000) is recognised in cost of sales in the income statement. The £340,000 impairment of goodwill during the year was in relation to Easat Radar Systems Limited and is recognised in cost of sales in the income statement (2015: £59,000 JSR Technology Limited). 42 10. Intangible assets (continued) NOTES TO THE FINANCIAL STATEMENTS Impairment testing for cash-generating units containing goodwill The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired. For the purpose of impairment testing, goodwill is allocated to the relevant subsidiary which is the lowest level within the Group at which the goodwill is monitored for internal management purposes. The aggregate carrying amounts of goodwill allocated to each unit are: … … … … … … … … … … Noreva GmbH … … … … … Goodwin Refractory Services Holdings Limited … … … … … … … … … … NRPL Aero Oy… Other … … … … … … … … … … … … 2016 £’000 4,267 3,346 1,069 312 2015 £’000 3,974 3,346 - 650 8,994 7,970 An impairment test is a comparison of the carrying value of the assets of a cash-generating unit (“CGU”) to their recoverable amount, based on a value-in-use calculation. Recoverable amount is the greater of value-in-use and market value. Where the recoverable amount is less than the carrying value an impairment results. During the year each CGU containing goodwill was separately assessed and tested for impairment. As part of testing goodwill for impairment detailed forecasts of operating cash flows for the next five years are used, which are based on approved budgets and plans by the Board. The forecasts represent the best estimate of future performance of the CGU based on past performance and expectations for the market development of the CGU. A number of key assumptions are used as part of impairment testing. These key assumptions, such as the CGU’s position within its relevant market; its ability to generate profitable orders within that market; expected growth rates both in the market and geographically, are made by management who also take into account past experience and knowledge of forecast future performance together with other relevant external sources of information. The projections use various growth rates consistent with the profit forecasts of the CGU for the first three years, with modest growth rates thereafter (2015: profit forecast for the first 3 years, with reasonably considered growth rates thereafter) extrapolated over the minimum expected life span of the unit. The forecasts are then discounted at an appropriate weighted average cost of capital rate considering the perceived levels of risk, namely 14.8% (2015: 12%- 15%). Further sensitivity tests are then performed reducing the projected profits by 15% and also increasing the weighted average cost of capital by 5% to confirm there is no need to consider further a need for impairment. The estimates and assumptions made in connection with the impairment testing could differ from future actual results of operations and cash flows. A reasonably likely variation in the assumptions would not give rise to an impairment. However, future events could cause the Group to conclude that impairment indicators exist and that the asset values associated with a given operation have become impaired. 11. Investments in subsidiaries and associates The Group has the following principal subsidiaries and associates, non-principal subsidiaries and associates are listed in note 26: Country of Incorporation shares held Class of Subsidiaries; Mechanical Engineering: Goodwin Steel Castings Limited … … … … … Great Britain Goodwin International Limited … … … … … … Great Britain Easat Radar Systems Limited … … … … … … Great Britain Goodwin Korea Company Limited … … … … … South Korea … … … … India Goodwin Pumps India Private Limited Goodwin Shanghai Company Limited … … … … … China Noreva GmbH Goodwin (Shanxi) Pump Company Limited … … … … China Goodwin Valve and Pump Company Limited … … … Brazil Internet Central Limited … … … … … … … Great Britain Goodwin Submersible Pumps Australia Pty. Limited Metal Proving Services Limited … … … … … … Great Britain NRPL Aero Oy … … … … … … … … Germany … … … … … … … … Finland … … Australia Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary % held 100 100 77 95 100 100 87.5* 100 100 82.5 100 100 77 Refractory Engineering: Goodwin Refractory Services Limited … … … … … Great Britain Dupré Minerals Limited … … … … … … … Great Britain Hoben International Limited … … … … … … Great Britain Gold Star Powders India Private Limited … … … … India Siam Casting Powders Limited … … … … … … Thailand Ultratec Jewelry Supplies Limited … … … … … China SRS Guangzhou Limited … … … … … … … China SRS (Qingdao) Casting Materials Company Limited… … … China Gold Star Brazil Limited … … … … … … … Brazil 100 Ordinary Ordinary/Preference 100 100 Ordinary 100 Ordinary 51 Ordinary 51 Ordinary 51 Ordinary 51 Ordinary 100 Ordinary Refractory Associates: Jewelry Plaster Limited … … … … … … … Thailand *Whilst Noreva is a 87.5% owned subsidiary the company has been treated as a 100% subsidiary by virtue of there being both put and call options in place for the remaining 12.5% of the share capital. All of the above companies are included as part of the consolidated accounts and are involved in mechanical and refractory engineering. The Group’s share of profit after tax in its associates for the year ended 30th April, 2016, was £341,000 (2015: £288,000). Ordinary 49 43 NOTES TO THE FINANCIAL STATEMENTS 11. Investments in subsidiaries and associates (continued) Summary financial information of Group share of associates was: Balance at 1st May … … … … … … … … … … Profit before tax … … … … … … … … … … … Tax … … … … … … … … … … … … … Dividend … … … … … … … … … … … … Additional investment … … … … … … … … … … Exchange adjustment … … … … … … … … … … 2016 £’000 1,477 393 (52) (168) - (10) Balance at 30th April … … … … … … … … … … 1,640 Assets … … … … … … … … … … … … Liabilities … … … … … … … … … … … … 2,279 (639) 2015 £’000 1,193 342 (54) (180) 64 112 1,477 2,346 (869) Summarised financial information of the Group’s individually material associate, Jewelry Plaster Limited, is as follows 1,640 1,477 Revenue … … … … … … … … … … … … Profit after tax … … … … … … … … … … … … … … … … … … … … … Non-current assets Current assets … … … … … … … … … … … Non-current liabilities … … … … … … … … … … Current liabilities … … … … … … … … … … … Group equity investment in associate 12. Warranty provision Balance at 1st May … … … … … … … … … … Generated … … … … … … … … … … … … Credited to the income statement … … … … … … … … Exchange adjustment … … … … … … … … … … Balance at 30th April … … … … … … … … … … Warranty due within one year … … … … … … … … … Warranty due after one year … … … … … … … … … Balance at 30th April … … … … … … … … … … 2016 £’000 1,337 211 295 879 - (172) 1,002 2016 £’000 521 145 (367) 31 330 151 179 330 2015 £’000 1,332 193 300 938 (3) (294) 941 2015 £’000 719 236 (360) (74) 521 224 297 521 Provisions for warranties primarily relate to products sold and generally covers a period of between 1 and 3 years. 44 NOTES TO THE FINANCIAL STATEMENTS 13. Deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Assets Liabilities Property, plant and equipment … … … Derivative financial instruments … … … Intangible assets … … … … … … Other temporary differences … … … … 2016 £’000 2015 £’000 - 75 - - 75 - - - - - Assets … … … … … … … … … … … … Liabilities … … … … … … … … … … … … 2016 £’000 (2,647) - (427) (50) (3,124) 2016 £’000 75 (3,124) (3,049) plant & Property, Derivative financial equipment instruments £’000 £’000 Balance at 1st May, 2014 Recognised in income Recognised in equity Exchange adjustment … … … Balance at 30th April, 2015 Recognised in income Recognised in equity Exchange adjustment … … … Balance at 30th April, 2016 … … … … … … … (2,133) (413) - (4) (2,550) (97) - - (2,647) (280) (41) (87) - (408) (32) 516 - 76 Intangible Other temporary assets differences £’000 £’000 (608) 79 - 60 (469) 75 - (34) (428) 152 (183) - - (31) (19) - - (50) 2015 £’000 (2,550) (408) (469) (31) (3,458) 2015 £’000 - (3,458) (3,458) Total £’000 (2,869) (558) (87) 56 (3,458) (73) 516 (34) (3,049) Within the current and previous year, the Group has no material tax losses where a deferred tax asset has been recognised. As at 30th April, 2016, the Group has not recognised £535,000 of deferred tax assets in relation to accumulated subsidiary losses (30th April, 2015: £389,000). Reductions in the UK corporation tax rate from 23% to 21% (effective from 1st April, 2014) and 20% (effective from 1st April, 2015) were substantively enacted on 2nd July, 2013. Further reductions to 19% (effective from 1st April, 2017) and to 18% (effective 1st April, 2020) were substantively enacted on 26th October, 2015. The deferred tax liability at 30th April, 2016, has been calculated based on these rates. An additional reduction to 17% (effective from 1st April, 2020) was announced in the Budget on 16th March, 2016. This will reduce the Company's future current tax charge accordingly and reduce the deferred tax liability at 30th April, 2016 by £163,000. 14. Inventories Raw materials and consumables … … … … … … … … Work in progress … … … … … … … … … … Finished goods … … … … … … … … … … … The Group carries provisions against inventories as follows: Raw materials and consumables … … … … … … … … Work in progress … … … … … … … … … … Finished goods … … … … … … … … … … … 2016 £’000 15,161 16,727 3,743 35,631 2016 £’000 436 918 298 1,652 2015 £’000 15,782 13,051 3,938 32,771 2015 £’000 295 858 365 1,518 45 NOTES TO THE FINANCIAL STATEMENTS 15. Trade and other receivables Trade receivables … … … … … … … … … … … Other receivables … … … … … … … … … … … … … … … … … … … … … … Prepayments 16. Cash and cash equivalents Cash and cash equivalents per balance sheet … … … … … … Bank overdrafts … … … … … … … … … … … 2016 £’000 28,759 2,840 2,193 33,792 2016 £’000 4,970 (5,383) Cash and cash equivalents per cash flow statement … … … … … (413) 2015 £’000 23,377 2,063 924 26,364 2015 £’000 7,732 - 7,732 17. Interest-bearing loans and borrowings This note provides information about the contractual terms of the Group’s interest-bearing bank loans and borrowings. For more information about the Group’s exposure to interest rate and foreign currency risk, see note 20. Non-current liabilities Finance lease liabilities … … … … … … … … … … Bank loans and committed facilities … … … … … … … … Current liabilities Finance lease liabilities … … … … … … … … … … Bank loans and committed facilities … … … … … … … … Bank overdrafts … … … … … … … … … … … Finance lease liabilities Finance lease liabilities are payable as follows: 2016 £’000 3,367 15,130 18,497 972 2,176 5,383 8,531 2015 £’000 288 16,861 17,149 277 - - 277 2016 2015 Minimum lease payments £’000 339 4,311 4,650 Interest Principal £’000 £’000 113 198 311 226 4,113 4,339 Minimum lease payments £’000 293 300 593 Less than one year … … … … Between one and five years 18. Trade and other payables Current liabilities Trade payables … … … … … … … … … … … Non-trade payables and accrued expenses … … … … … … Other taxation and social security costs … … … … … … … … … … … … … … … Payments received on account Interest £’000 Principal £’000 16 12 28 2016 £’000 16,558 5,103 1,865 9,082 32,608 277 288 565 2015 £’000 14,573 6,883 1,802 3,680 26,938 500 Deferred consideration on acquisitions … … … … … … … 500 The deferred consideration at 30th April, 2016, and 30th April, 2015, of £500,000 relates to the acquisition of Noreva GmbH. The liability for deferred consideration is calculated on the basis that the amount is payable on demand. 46 NOTES TO THE FINANCIAL STATEMENTS 19. Capital and reserves Reconciliation of movement in capital and reserves Share capital £’000 Trans- lation reserve £’000 Cash flow hedge reserve £’000 Total attributable Non- to equity Retained holders of controlling interest earnings the parent £’000 £’000 £’000 Total equity £’000 Balance at 30th April, 2014 720 (9) 1,195 71,684 73,590 3,980 77,570 Total comprehensive income … … … Purchase of non-controlling interest without a change in control … … … … … Dividends paid - - - (1,347) 346 15,025 14,024 598 14,622 - - - - (1,824) (3,049) (1,824) (3,049) (709) (88) (2,533) (3,137) Balance at 30th April, 2015 720 (1,356) 1,541 81,836 82,741 3,781 86,522 Total comprehensive income … … … Purchase of non-controlling interests without a change in control … … … Transactions with owners of the Company recognised directly within equity … … … … Dividends paid - - - - - - - - - - 315 (2,135) 8,838 7,018 (360) (360) 64 - 7,082 (360) - - (3,105) (3,105) 174 (196) 174 (3,301) Balance at 30th April, 2016 720 (1,041) (594) 87,209 86,294 3,823 90,117 Translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations. Cash flow hedging reserve The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedge instruments related to hedged transactions that have not yet occurred. The aggregate deferred tax relating to items that are recognised in equity is an asset of £130,000 (2015: liability of £385,000). Share capital Authorised, allotted, called up and fully paid: 7,200,000 ordinary shares of 10p each … … … … … … … … 2016 £’000 2015 £’000 720 720 The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. 20. Financial risk management The Group’s operations expose it to a variety of financial risks that include the effects of changes in market prices (interest rates, foreign exchange rates and commodity prices), credit risks and liquidity. The Group has in place risk management policies that seek to limit the adverse effects on the financial performance of the Group by using various instruments and techniques. Risk management policies have been set by the Board and applied by the Group. a) Credit risk The Group’s financial assets are cash and cash equivalents and trade and other receivables, the carrying amounts of which represent the Group’s maximum exposure to credit risk in relation to financial assets. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. The Group’s credit risk is primarily attributable to its trade receivables and is managed through the following processes: i) The majority of orders accepted by Group companies are taken with credit insurance coverage. ii) Some orders are accepted with no credit insurance but with letters of credit. iii) Some orders are accepted with no credit insurance and no letter of credit but with an internal analysis of the customer’s size, creditworthiness, historic profitability and payment record. iv) A few orders (less than 10%) are taken at risk following review by at least two Board members. v) Major orders are normally accompanied by stage payments which go towards mitigating our credit risk. 47 NOTES TO THE FINANCIAL STATEMENTS 20. Financial risk management (continued) Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: Trade and other receivables … … … … … … Cash at bank and cash equivalents … … … … … Derivative financial assets… … … … … … … Carrying amount Notes 15 16 20(e) 2016 £’000 31,599 4,970 2,107 38,676 2015 £’000 25,440 7,732 4,624 37,796 The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was: UK … … … … … … … … … … … … Rest of Europe … … … … … … … … … … USA … … … … … … … … … … … … Pacific Basin … … … … … … … … … … Rest of World … … … … … … … … … … Carrying amount 2016 £’000 4,919 8,009 4,640 6,932 4,259 2015 £’000 2,688 3,891 3,157 8,739 4,902 28,759 23,377 The ageing of trade receivables and impairments at the reporting date were: Net 2016 £’000 Not past due … … … 22,630 4,043 Past due 1-30 days … … 1,434 Past due 31-90 days… … 652 Past due more than 90 days Gross 2016 £’000 22,630 4,043 1,434 1,522 Impairment provision 2016 £’000 - - - (870) Net 2015 £’000 15,876 3,626 2,430 1,445 Gross 2015 £’000 15,876 3,626 2,430 1,957 28,759 29,629 (870) 23,377 23,889 Impairment provision 2015 £’000 - - - (512) (512) There are no significant credit risks arising from the above assets and management believes the credit quality of customers is good, based on a review of past payment history and the current financial status of the customers. Included in trade receivables are retentions which are job specific and have varying due dates depending on the complexity of the job. These are included in the not past due category. The Group has not renegotiated the terms of any trade receivables and has not pledged any trade receivables as security. The Directors estimate that the fair value of the Group’s trade and other receivables is approximate to their carrying values. 2016 £’000 512 - 476 (118) 870 2015 £’000 797 12 6 (303) 512 An analysis of the provision for impairment of receivables is as follows: At beginning of year … … … … … … … … … Exchange adjustment … … … … … … … … … Impairment charged through the income statement … … … … Impairment provision utilised during the year … … … … … At end of year … … … … … … … … … … 48 NOTES TO THE FINANCIAL STATEMENTS 20. Financial risk management (continued) b) Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. At the year end the Group had the following unutilised bank facilities in respect of which all conditions precedent had been met: Unutilised bank facilities … 10,933 28,640 18,961 Uncommitted 2016 2015 £’000 £’000 2016 £’000 Committed Total 2015 £’000 5,000 2016 £’000 2015 £’000 29,894 33,640 The Group’s principal borrowing facilities are provided by 4 banks in the form of borrowings and short-term overdraft facilities. The quantum of borrowing facilities available to the Group is reviewed regularly in light of current working capital requirements and the need for capital investment for the long-term future for the Group. Maturity analysis The table below analyses the Group’s financial liabilities into maturity groupings based on the period outstanding at the balance sheet date up to the contractual maturity date. All figures are contracted gross cash flows that have not been discounted. Non-derivative financial liabilities Bank loans and committed facilities … … … Overdrafts … … … … … … … Finance leases … … … … … … Trade and other payables … … … … … Deferred considerations on acquisitions … … 2016 Contractual cash flows Within 1 year £’000 2,176 5,383 1,083 32,608 500 1-6 years £’000 15,130 - 3,565 - - Total £’000 17,306 5,383 4,648 32,608 500 Carrying value 2016 Total £’000 17,306 5,383 4,339 32,608 500 Total … … … … … … … … 41,750 18,695 60,445 60,136 The 30th April, 2016 bank loans and committed facilities are repayable as follows: bank overdraft on demand £5.4 million, £2 million within year end 30th April, 2017, £2 million within year end 30th April, 2018, £6 million within year end 30th April, 2019, £1 million within year end 30th April, 2020 and £6 million within year end 30th April, 2021. The interest rates chargeable on these loans are on a floating basis against LIBOR, with bank margins of less than 2%. Non-derivative financial liabilities Bank loans and committed facilities … … … … … … … … … Finance leases Trade and other payables … … … … … Deferred considerations on acquisitions … … 2015 Contractual cash flows Within 1 year £’000 - 293 26,938 500 1-6 years £’000 17,000 300 - - Total £’000 17,000 593 26,938 500 Total … … … … … … … … 27,731 17,300 45,031 Carrying value 2015 Total £’000 16,861 565 26,938 500 44,864 49 NOTES TO THE FINANCIAL STATEMENTS 20. Financial risk management (continued) c) Market risk Foreign exchange risk The Group is subject to fluctuations in exchange rates on its net investments overseas and transactional monetary assets and liabilities not denominated in the operating (or “functional”) currency of the operating unit involved. The Group is exposed to fluctuations in several currencies which give rise to the net currency gains and losses recognised in the income statement. The Group at its discretion is empowered to hedge its estimated annual foreign currency exposure in respect of forecast sales and purchases if the Board deems it appropriate after having taken into account the expected movement in the foreign exchange rates. The Group uses forward exchange contracts to hedge its foreign currency risk. All the foreign exchange contracts have maturities within two years after the balance sheet date. Where necessary, the forward exchange contracts are rolled over at maturity. In respect of other monetary assets and liabilities held in currencies, the Group ensures that the net exposure is eliminated through the use of forward exchange contracts or spot transactions at the time the contractual commitment is in place. Currency profile of financial assets and liabilities: 2016 US Dollar £’000 2015 US Dollar £’000 2016 2015 2016 2015 2016 Euro £’000 Euro £’000 Other £’000 Other £’000 Total £’000 2015 Total £’000 Trade and other receivables Cash and cash equivalents Trade and other payables 12,597 11,599 3,414 2,421 119 617 3 421 - - - - 16,011 14,020 122 1,038 (4,131) (752) (7,280) (3,784) (4,866) (4,969) (16,277) (9,505) 8,585 11,464 (3,863) (942) (4,866) (4,969) (144) 5,553 The following significant exchange rates applied during the year: US Dollar … … … … … Euro … … … … … … Average exchange rate Reporting date spot rate 2016 1.495 1.342 2015 1.5992 1.2925 2016 1.463 1.278 2015 1.533 1.373 50 NOTES TO THE FINANCIAL STATEMENTS 20. Financial risk management (continued) c) Market risk (continued) Interest rate risk The Group is subject to fluctuations in interest rates on its borrowings and surplus cash. The Group is aware of the financial products available to hedge against adverse movements in interest rates. Formal reviews are undertaken to determine whether such instruments are appropriate for the Group. During the year, no new interest rate swaps or caps were entered into. The Group has taken out in previous years £5 million of interest rate protection in the form of swaps which expire in October 2016. The table below shows the Group’s financial assets and liabilities split by those bearing fixed and floating rates and those that are non interest bearing. Fixed rate Floating rate Non interest bearing Total 2016 £’000 2015 £’000 2016 £’000 2015 £’000 2016 £’000 2015 £’000 2016 £’000 2015 £’000 Cash and cash equivalents Trade and other receivables Trade and other payables Bank overdrafts Bank loans and committed facilities Finance lease liabilities - - - - - - - - - - 4,970 7,732 - - 4,970 7,732 - - (5,383) - - - (17,306) (16,861) 35,899 30,988 35,889 30,988 (37,941) - (31,565) - (37,941) (5,383) (31,565) - - - - - (17,306) (16,861) (4,339) (565) (4,339) (237) - (328) (4,339) (237) (17,719) (9,457) (2,042) (577) (24,100) (10,271) Other receivables and other payables include derivatives. d) Capital management The Group’s main objective when managing capital is to safeguard the Group’s ability to continue as a going concern in order to provide returns to shareholders. The Board maintains a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Operations are funded through various shareholders’ funds, bank debt, finance leases and, where appropriate, deferred consideration on acquisitions. The capital structure of the Group reflects the judgement of the Board as to the appropriate balance of funding required. At 30th April, 2016, the capital used was £108.9 million (2015: £92.9 million) as shown in the following table: 2016 £’000 Cash and cash equivalents … … … … … … (4,970) 4,339 Finance leases … … … … … … … … … … … … 17,306 Bank loans and committed facilities 5,383 Overdrafts 500 Deferred consideration … … … … … … … … … … … … … … Net debt … … … … … … … … … 22,558 Total equity attributable to equity holders of the parent … 86,294 2015 £’000 (7,732) 565 16,861 - 500 10,194 82,741 Capital 108,852 92,935 The Group aims to maintain a strong credit rating and headroom whilst optimising return to shareholders through an appropriate balance of debt and equity funding. The Group's strategy is to target a debt to equity ratio below 30%, adjusted where appropriate for the effect of acquisitions. At 30th April, 2016 net debt was £22.6 million (2015: £10.2 million). The Group manages its capital structure and makes adjustments to it with regard to the risks inherent in the business and in light of changes to economic conditions. Working capital is managed in order to generate maximum conversion of profits into cash and cash equivalents. Dividends are paid from current year profits, thereby maintaining equity. The policy for debt is to ensure a smooth debt maturity profile with the objective of ensuring continuity of funding. The repayment profile for the debt is shown in note 20(b). There were no changes in the Group’s approach to capital management during the year. 51 NOTES TO THE FINANCIAL STATEMENTS 20. Financial risk management (continued) d) Capital management (continued) Currency derivatives The Group utilises currency derivatives to hedge future transactions and cash flows. The Group is party to a variety of foreign currency forward contracts in the management of its exchange rate exposures. Forecast transactions The Group classifies its forward exchange contracts hedging forecast transactions as cash flow hedges and states them at fair value. The nominal value of forward exchange contracts used as hedges of forecast transactions at 30th April, 2016, in sterling terms, was £124 million spread across USD, EUR, PLN denominated contracts. The fair value of these at 30th April, 2016 was a liability of £613,000 (being assets totalling £1,571,000 and liabilities totalling £2,184,000). The Group also has a number of forward contracts not designated as cash flow hedges and therefore recorded at fair value through the income statement. The nominal value of these contracts at 30th April, 2016, in sterling terms, was £971,000 spread across USD and EUR denominated contracts. The fair value of these at 30th April, 2016 was an asset of £12,000 (being assets totalling £536,000 and liabilities totalling £524,000). The nominal value of forward exchange contracts used as hedges of forecast transactions at 30th April, 2015, in sterling terms, was £86.4 million spread across USD, EUR, INR, JPY and BRL denominated contracts. The fair value of these at 30th April, 2015 was an asset of £2,249,000 (being assets totalling £3,576,000 and liabilities totalling £1,327,000). The Group also had a number of forward contracts not designated as cash flow hedges, and therefore recorded at fair value through the income statement. The nominal value of these contracts at 30th April, 2015, in sterling terms, was £12.1 million spread across USD, EUR and INR denominated contracts. The fair value of these at 30th April, 2015 was an asset of £111,000 (being assets totalling £1,048,000 and liabilities totalling £937,000). Recognised assets and liabilities Changes in the fair value of forward exchange contracts that economically hedge monetary assets and liabilities in foreign currencies and for which no hedge accounting is applied are recognised in the income statement. Both the changes in fair value of the forward contracts and the foreign exchange gains and losses relating to the monetary items are recognised as part of administrative expenses. Interest rate swaps The Group uses interest rate swap contracts to manage its exposure to interest rate movements on its bank borrowings. The nominal value of these contracts at the year end was £5 million (2015: £5 million). The fair value of swaps entered into at 30th April, 2016, was estimated at £111,000 liability (2015: £323,000 liability). Of these swaps, the fair value of those designated as cash flow hedges at 30th April, 2016, was £111,000 liability (2015: £323,000 liability). Derivative financial instruments For cash flow hedges the following table sets out the periods when the cash flows are expected to occur and when they are expected to affect profit or loss: 2016 Periods in which cash flows and profits are expected to occur Carrying amount £’000 Expected cash flow £’000 Within 1 year £’000 Between 1 and 5 years £’000 Over 5 years £’000 Forward exchange contracts … … … … 1,571 Assets Liabilities … … … … (2,184) 1,571 (2,184) 1,452 (2,133) Interest rate swaps Liabilities … … … … (111) (724) (111) (724) (111) (792) 119 (51) - 68 - - - - Forward exchange contracts Assets Liabilities … … … … Interest rate swaps Liabilities … … … … 2015 Periods in which cash flows and profits are expected to occur Carrying amount £’000 Expected cash flow £’000 3,576 (1,327) (323) 1,926 3,576 (1,327) (323) 1,926 52 Within 1 year £’000 1,653 (924) (226) 503 Between 1 and 5 years £’000 Over 5 years £’000 1,923 (403) (97) 1,423 - - - - NOTES TO THE FINANCIAL STATEMENTS 20. Financial risk management (continued) d) Capital management (continued) Derivative financial instruments Sensitivity analysis The Group has calculated the following sensitivities based on available data from forward contract markets for the principal foreign currencies in which the Group operates. Given recent fluctuations in rates, it is deemed sensible to provide the quantum for a 1% change in rates to aid understanding. These figures can be extrapolated proportionately to obtain an estimate of the impact of large movements. Impact on equity 1% increase in US Dollar fx rate against pound sterling … … … 1% increase in Euro fx rate against pound sterling … … … … 1% increase in other currencies fx rates against pound sterling … … 1% decrease in US Dollar fx rate against pound sterling … … … 1% decrease in Euro fx rate against pound sterling … … … … 1% decrease in other currencies fx rates against pound sterling … … Impact on the income statement 1% increase in US Dollar fx rate against pound sterling … … … 1% increase in Euro fx rate against pound sterling … … … … 1% increase in other currencies fx rates against pound sterling … … 1% decrease in US Dollar fx rate against pound sterling … … … 1% decrease in Euro fx rate against pound sterling … … … … 1% decrease in other currencies fx rates against pound sterling … … 2016 £’000 (Profit)/loss (887) (320) (60) 887 320 60 2015 £’000 (Profit)/loss (652) (280) 52 652 280 (52) - - (12) - - 12 (80) (40) - 80 40 - The Group has calculated the following sensitivities based on available data from forward markets for fixed and floating interest rates. Management believe that these reflect the most probable rate movements. Impact on equity 1% increase in base rate of interest … … … … … … … Impact on the income statement 1% increase in base rate of interest … … … … … … … 2016 £’000 25 - 2015 £’000 75 - e) Total financial assets and liabilities The table below sets out the Group’s accounting classification of each class of financial assets and liabilities and their fair values at 30th April, 2016, and 30th April, 2015. Financial assets Cash and cash equivalents … … … Receivables Trade receivables … … … … … Other receivables… … … … … 30th April, 2016 30th April, 2015 Carrying amount £’000 Fair value £’000 Carrying amount £’000 Fair value £’000 4,970 4,970 7,732 7,732 28,759 2,840 28,759 2,840 23,377 2,063 23,377 2,063 At fair value through the income statement Derivative financial assets not designated in a cash flow hedge relationship … … 536 536 1,048 1,048 Designated cash flow hedge relationships Derivative financial assets designated and effective as cash flow hedging instruments 1,571 Total financial assets… … … … 38,676 1,571 38,676 3,576 37,796 3,576 37,796 53 NOTES TO THE FINANCIAL STATEMENTS 20. Financial risk management (continued) e) Total financial assets and liabilities (continued) Financial liabilities Financial liabilities at amortised cost Trade payables … … … … … Other payables … … … … … Deferred consideration … … … … Finance lease liabilities … … … … Bank loans and committed facilities … … Corporation tax … … … … … 30th April, 2016 30th April, 2015 Carrying amount £’000 16,558 6,968 500 4,339 22,689 2,014 Fair value £’000 16,558 6,968 500 4,339 22,689 2,014 Carrying amount £’000 14,573 8,685 500 565 16,861 1,540 Fair value £’000 14,573 8,685 500 565 16,861 1,540 At fair value through the income statement Derivative financial liabilities not designated in a cash flow hedge relationship … … 523 523 937 937 Designated cash flow hedge relationships Derivative financial liabilities designated and effective as cash flow hedging instruments 2,295 Total financial liabilities … … … 55,886 2,295 55,886 1,650 45,311 1,650 45,311 Derivative financial assets and liabilities fair values in the above table are derived using Level 2 inputs as defined by IFRS 7 as detailed in the paragraph below. All other financial assets and liabilities fair values are determined using Level 3 inputs. IFRS 7 requires that the classification of financial instruments at fair value be determined by reference to the source of inputs used to derive the fair value. This classification uses the following three-level hierarchy: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs). Under IAS 39, all derivative financial instruments not in a hedge relationship are classified as derivatives at fair value through the income statement. The Group does not use derivatives for speculative purposes. All transactions in derivative financial instruments are underpinned by firm orders from customers or to suppliers or where there is a high degree of certainty that orders will be received. For short-term cash and cash equivalents, trade and other receivables, trade and other payables and floating rate borrowings, the fair values are the same as carrying value. For fixed rate borrowings, forward currency contracts and interest rate instruments, fair values have been calculated by discounting the cash flows at prevailing appropriate market rates. Other assets reflect management’s estimate of value on an appropriate basis. 21. Operating leases Non-cancellable operating lease rentals are payable as follows: Less than one year Between one and five years … … … … … … Land and buildings £’000 512 972 1,484 Other £’000 42 54 96 Total 2016 £’000 554 1,026 1,580 Total 2015 £’000 370 1,220 1,590 54 NOTES TO THE FINANCIAL STATEMENTS 22. Capital commitments Contracted capital commitments at 30th April, 2016 for which no provision has been made in these financial statements were £1,497,000 (2015: £4,490,000). 23. Guarantees and contingencies Year ended 30th April, 2016 … … … … … … … … … … Total £’000 13,229 30th April, 2015 … … … … … … … … … … 15,455 Number of Contracts 374 417 The Group has issued bank backed guarantee and bond commitments principally in order to secure its contracts. 24. Subsequent events After the balance sheet date an ordinary dividend of 42.348p per qualifying ordinary share was proposed by the Directors (2015: Ordinary dividend of 42.348p). The current year proposed ordinary dividend of £3,049,000 has not been provided for within these financial statements (2015: Proposed ordinary dividend of £3,049,000 was not provided for within the comparative figures). On 23rd June, 2016 the UK voted to leave the European Union. The likely impact of this decision has been discussed within the principal risks and uncertainties section of the Group Strategic Report on page 6. 25. Accounting estimates and judgements a) Recoverability of assets/impairment calculations The Group’s Directors review the appropriateness of the carrying values of its non-current and current assets. With regards to the non-current assets, the Directors consider the value of goodwill reported at the year end and only carry forward goodwill on the basis that it remains unimpaired as demonstrated by the future underlying performance of the subsidiaries or cash-generating unit giving rise to the goodwill. If the Directors are not of such a view then the goodwill is impaired immediately. With regard to plant and equipment, the Directors consider that the depreciation rates applied are sufficient, taking into account both the expected lifespan of the plant and equipment and also the demand in the marketplace for the goods that the plant produces. With regard to current assets, the Directors look at the carrying values as stated in the balance sheet and make full provision for any assets on which there is a high degree of probability that full conversion of such assets into cash is unlikely. b) Warranties The mechanical engineering segment of the Group operates within capital goods markets. Some of these goods are sold with warranties. The Group’s Directors review the need for provisions that may be required for any rework, based on past experience and knowledge of the products, and provisions are made in the accounts as deemed appropriate. c) Revenue Recognition The Group’s Directors are conscious of the stringent requirements of IAS 18 which deals with revenue recognition. The Group’s sales are made under a wide variety of commercial terms and so particular effort is needed to ensure that sales are only recognised within the accounts when to do so is in accordance with the accounting standard. 55 NOTES TO THE FINANCIAL STATEMENTS 26. Non-principal subsidiaries and associates Country of Incorporation Class of shares held % held Non-principal Subsidiaries: Perfect Audio Visual Limited … … … … … Shenzhen King-Top Modern Hi-Tech Company Limited Great Britain China Ordinary Ordinary Holding Companies: Goodwin Refractory Services Holdings Limited … … … … … … … … Ying Tai (UK) Limited … … … … … … Great Britain Great Britain Non-principal Associates: Jewelry Wax Limited … … … … … … Tet Goodwin Property Company Limited … … … Asian Industrial Investment Casting Powders Private Limited … … … … … … … … … … JSR Technology Limited Dormant companies: Hoben Davis Limited … … … … … … Gold Star Powders Limited … … … … … Perfect Audio Visual (NI) Limited … … … … Net Central Limited … … … … … … Sandersfire International Limited … … … … Specialist Refractory Services Limited … … … … … … Tecast Trading (Guangzhou) Limited Thailand Thailand India Great Britain Great Britain Great Britain Great Britain Great Britain Great Britain Great Britain China All of the above companies are included as part of the consolidated accounts. Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 76 51 100 51 49 49 50 75 100 100 76 100 100 100 51 56 NOTES TO THE FINANCIAL STATEMENTS 27. Acquisitions Easat Radar Systems Limited (Easat) acquired 100% of the share capital of NRPL Aero Oy during the year for a cash consideration of £1.525 million plus 20% of the share capital of Easat. The fair value of the Easat shares was assessed as 20% of the net asset value of Easat as at 31st May, 2015. The transaction costs involved in completing the acquisition were not significant. The acquisition gives the Group the capability to supply complete radar systems to the air traffic control and coastal surveillance market place. Ultratec Jewelry Supplies Limited acquired 100% of the share capital of Shenzhen King-Top Modern Hi-Tech Company Limited in January 2016 for a cash consideration of USD $600,000. The transaction costs involved were not significant. The acquisition has strengthened the Group’s presence within the Chinese investment powder supplies market. A financial summary of both acquisitions is shown below: NRPL Aero Oy Brand name … … … … … … … … … … Property, plant and equipment … … … … … … … Inventories … … … … … … … … … … Trade and other receivables … … … … … … … … … … … … … … Cash and cash equivalents Trade and other payables … … … … … … … … … … … … … … … … … Loans Net identifiable assets and liabilities Purchase consideration - cash and equity in Easat Radar Systems Limited Goodwill arising Shenzhen King-Top Modern Hi-Tech Company Limited Property, plant and equipment … … … … … … … Inventories … … … … … … … … … … Trade and other receivables … … … … … … … … … … … … … … Cash and cash equivalents … … … … … … … Trade and other payables Net identifiable assets and liabilities Purchase consideration - cash Gain on bargain purchase Recognised acquisition value £’000 408 39 138 374 77 (186) (184) 666 1,735 1,069 49 289 330 79 (187) 560 417 143 In the period since acquisition and to the 30th April, 2016, the above acquired companies contributed the following to Group sales and profits: NRPL Aero Oy … … … … … … … … … Shenzhen King-Top Modern Hi-Tech Company Limited … … … Sales £’000 1,028 385 Profit/(loss) £’000 226 (58) 57 NOTES TO THE FINANCIAL STATEMENTS GOODWIN PLC COMPANY BALANCE SHEET at 30th April, 2016 NON-CURRENT ASSETS Property, plant and equipment … … … … … … Investment properties … … … … … … … Investments … … … … … … … … … Intangible assets … … … … … … … … 2016 £’000 19,519 19,493 22,441 944 Notes C5 C5 C6 C4 2015 £’000 15,313 19,914 24,122 404 2014 £’000 12,142 17,010 17,112 524 62,397 59,753 46,788 CURRENT ASSETS Other receivables … … … … … … … … C7 46,109 Derivative financial assets … … … … … … Cash at bank and in hand … … … … … … C8 1,227 40 34,601 3,929 3,171 29,363 1,645 2,568 47,376 41,701 33,576 TOTAL ASSETS … … … … … … … … 109,773 101,454 80,364 CURRENT LIABILITIES Interest bearing loans and borrowings … … … … C10 Other payables … … … … … … … … C9 Deferred consideration … … … … … … … Derivative financial liabilities … … … … … … Liabilities for current tax … … … … … … … 8,220 6,428 500 2,767 - 186 11,317 500 1,963 - 2,296 9,611 500 1,645 - 17,915 13,966 14,052 NON-CURRENT LIABILITIES Interest bearing loans and borrowings … … … … C10 18,369 Deferred tax liabilities … … … … … … … C11 1,869 16,926 1,768 20,238 18,694 7,174 1,560 8,734 TOTAL LIABILITIES … … … … … … … … 38,153 32,660 22,786 NET ASSETS … … … … … … … … … 71,620 68,794 57,578 EQUITY Called up share capital … … … … … … … C12 Hedge reserve … … … … … … … … C13 720 (91) 720 (258) 720 (387) Profit and loss account … … … … … … … C13 70,991 68,332 57,245 TOTAL EQUITY … … … … … … … … 71,620 68,794 57,578 These financial statements were approved by the Board of Directors on 28th July, 2016, and signed on its behalf by: J. W. Goodwin Director Company Registration Number: 305907 R. S. Goodwin Director 58 NOTES TO THE FINANCIAL STATEMENTS GOODWIN PLC COMPANY CASH FLOW STATEMENT for the year ended 30th April, 2016 2016 £’000 CASH FLOW FROM OPERATING ACTIVITIES Profit from continuing operations after tax … … … … Adjustments for: Depreciation … … … … … … … … Amortisation of intangible assets … … … … … Impairment of intangible assets … … … … … Impairment of investments … … … … … … … … … … … … … Financial expenses (Profit)/loss on sale of property, plant and equipment … … … … … … … … … Tax expense OPERATING PROFIT BEFORE CHANGES IN WORKING CAPITAL AND PROVISIONS Decrease in other receivables … … … … … … Decrease in other payables … … … … … … CASH FLOW FROM OPERATING ACTIVITIES … … … … … … … … Interest paid Corporation tax paid … … … … … … … … … … Interest element of finance lease obligations NET (DEBT)/CASH FROM OPERATING ACTIVITIES … … 2016 £’000 5,708 1,840 86 - 2,294 741 (4) (1,049) 9,616 (10,457) (961) (1,802) (675) (114) (9) (2,600) 2015 £’000 2015 £’000 14,136 2,142 120 237 - 661 97 (208) 17,185 (3,214) (1,739) 12,232 (649) - (12) 11,571 CASH FLOW FROM INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment … … Acquisition of intangible assets … … … … … Acquisition of property, plant and equipment … … … … … … Additional payment for existing subsidiary Additional investment in associate companies … … … 12 (626) (1,584) (583) (30) 157 - (8,471) (7,247) - NET CASH OUTFLOW FROM INVESTING ACTIVITIES (2,811) (15,561) CASH FLOWS FROM FINANCING ACTIVITIES Payment of capital element of finance lease obligations … Dividends paid … … … … … … … … Proceeds from loans and committed facilities … … … Repayment of loans and committed facilities … … … … … … … … … … … Finance fees (185) (3,049) 3,268 (3,000) (100) (167) (3,049) 9,752 - - NET CASH FROM FINANCING ACTIVITIES NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of year … … … CASH AND CASH EQUIVALENTS AT END OF YEAR (see note C8) (3,066) (8,477) 3,171 (5,306) 6,536 2,546 625 3,171 59 NOTES TO THE FINANCIAL STATEMENTS GOODWIN PLC COMPANY STATEMENT OF CHANGES IN EQUITY for the year ended 30th April, 2016 YEAR ENDED 30TH APRIL, 2016 Balance at 1st May, 2015… … … … … … … Total comprehensive income: Profit … … … … … … … … … … Other comprehensive income: Net movements on cash flow hedges … … … … TOTAL COMPREHENSIVE INCOME FOR THE YEAR Dividends paid … … … … … … … … Cash flow hedge reserve £’000 Share capital £’000 Retained earnings £’000 Total equity £’000 720 (258) 68,332 68,794 - - - - - 5,708 5,708 167 167 - - 167 5,708 (3,049) 5,875 (3,049) BALANCE AT 30TH APRIL, 2016 720 (91) 70,991 71,620 YEAR ENDED 30TH APRIL, 2015 Balance at 1st May, 2014… … … … … … … Total comprehensive income: Profit … … … … … … … … … … Other comprehensive income: Net movements on cash flow hedges … … … … TOTAL COMPREHENSIVE INCOME FOR THE YEAR Dividends paid … … … … … … … … 720 (387) 57,245 57,578 - - - - - 14,136 14,136 129 129 - - 129 14,136 14,265 (3,049) (3,049) BALANCE AT 30TH APRIL, 2015 720 (258) 68,332 68,794 60 C1 Accounting policies NOTES TO THE FINANCIAL STATEMENTS Principal accounting policies These financial statements present information about the Company as an individual undertaking and not about its Group. These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). Basis of accounting Goodwin PLC (the “Company”) is a company incorporated and domiciled in the UK. The amendments to FRS 101 (2014/15 Cycle) issued in July 2015 and effective immediately have been applied. In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the EU (“Adopted IFRSs”), but makes amendments where necessary in order to comply with Companies Act 2006. In the transition to FRS 101, the Company has applied IFRS 1 whilst ensuring that its assets and liabilities are measured in compliance with FRS 101. An explanation of how the transition to FRS 101 has affected the reported financial position, financial performance and cash flows of the Company is provided in note C21. IFRS 1 grants certain exemptions from the full requirements of Adopted IFRSs in the transition period. The following exemptions have been taken in these financial statements: (cid:129) Business combinations – business combinations that took place prior to the date of transition have not been restated. (cid:129) The Company proposes to continue to adopt the reduced disclosure framework of FRS 101 in its next financial statements. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements and in preparing an opening FRS 101 IFRS balance sheet at 1st May, 2014 for the purposes of the transition to FRS 101. The consolidated financial statements of Goodwin PLC are prepared in accordance with International Financial Reporting Standards and are available to the public and may be obtained from The Company Secretary, Goodwin PLC, Ivy House Foundry, Hanley, Stoke-on-Trent, ST1 3NR. Judgements made by the Directors, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note 25 of the Group financial statements. The financial statements have been prepared under the historical cost accounting rules, except for derivatives which are valued at fair value, and in accordance with applicable Accounting Standards. The Company is exempt under S408 (3) Companies Act 2006 from the requirement to present its own profit and loss account. Investment in subsidiary undertakings In the Company’s financial statements, investments in subsidiary undertakings are stated at cost less amounts written off for impairment. Foreign currency Transactions in foreign currencies are translated to the respective functional currencies at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement within operating profit. Financial instruments Financial assets and financial liabilities are recognised on the Company’s balance sheet when the Company has become a party to the contractual provisions of the instrument. The principal financial assets and liabilities of the Company are as follows: Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand including cash deposits with an original maturity of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose only of the statement of cash flows. Recognition and valuation of equity instruments Equity instruments are stated at par value. For ordinary share capital, the par value is recognised in share capital and the premium in the share premium reserve. Recognition and valuation of financial liabilities Financial liabilities are classified according to the substance of the contractual arrangements entered into. Bank borrowings Interest-bearing bank loans and overdrafts are initially recorded at their fair value less attributable transaction costs. They are subsequently carried at their amortised cost and finance charges and are recognised in the income statement over the term of the instrument using an effective rate of interest. Trade and other payables Trade and other payables are initially recognised at fair value and subsequently at amortised cost using the effective interest method where material. Derivative financial instruments and hedging Derivative financial instruments Derivative financial instruments are recognised at fair value. The fair value of interest rate swaps is the estimated amount that the Company would receive or pay to terminate the swap at the balance sheet date, taking into account current interest rates and the current creditworthiness of the swap counterparties. 61 NOTES TO THE FINANCIAL STATEMENTS C1 Accounting policies (continued) Derivative financial instruments and hedging (continued) … … … … 4 years … … … … … … over estimated production life The fair value of forward exchange contracts is equal to the present value of the difference between the contractual forward price and the current forward price for the residual maturity of the contract. The Company being a non-trading holding company holds any such forward exchange contracts on behalf of its subsidiaries and as such any fair values on hand at the year end are accounted for through the respective inter company accounts. Intangible fixed assets and amortisation Manufacturing rights, brand names and customer lists purchased by the Company are amortised to nil by equal annual instalments over their estimated useful lives. Amortisation rates are as follows: Manufacturing rights … … … … … 15 years Brand names … … … … … … now fully amortised Software and licences Intellectual property rights … … … … now fully amortised Non-compete agreements … … … … 15 years Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. Leases in which the Company assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. Where land and buildings are held under finance leases the accounting treatment of the land is considered separately from that of the buildings. Leased assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses. Lease payments are accounted for as described below. Depreciation is charged to the income statement over the estimated useful lives of each part of an item of property, plant and equipment on the following bases: Freehold land … … … … … … Nil Freehold buildings … … … … … 2% to 4% on reducing balance or cost Leasehold property … … … … … over period of lease Plant and machinery … … … … … 5% to 25% on reducing balance or cost Motor vehicles … … … … … … 15% or 25% on reducing balance Tooling Fixtures and fittings … … … … … 15% to 25% on reducing balance Assets in the course of construction are not depreciated. Investment properties Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Investment properties are stated at cost less accumulated depreciation. Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of in- vestment properties which is typically 25 years. Government grants Government grants relating to income are recognised in the income statement as a deduction from the expenses that they are intended to compensate. Unamortised government grants relating to assets are recognised in the balance sheet as a deferred creditor. Amortisation of such grants is credited to profit and loss in accordance with the useful lives of the assets they relate to. Provisions A provision is recognised in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Leases Operating lease payments Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense. Finance lease payments Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Financial expenses Financial expenses comprise interest payable, interest on finance leases using the effective interest method and the unwinding of the discount on provisions. Borrowing costs that are directly attributable to the acquisition, construction or production of an asset that takes a substantial time to be prepared for use, are capitalised as part of the cost of that asset. Interest income and interest payable is recognised in the income statement as it accrues. 62 C1 Accounting policies (continued) NOTES TO THE FINANCIAL STATEMENTS Pension costs The Company contributes to a defined contribution pension scheme for employees under an Auto Enrolment Pension arrangement as required by Government legislation. The assets of the scheme are held in independently administered funds. Company pension costs are charged to the income statement in the year for which contributions are payable. Contributions to the schemes are made on a monthly basis, and at the end of the financial year there was one month’s contributions outstanding, which were paid in the following month. Taxation Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. New IFRS standards, amendments and interpretations not adopted The IASB and IFRIC have issued additional standards and amendments which are effective for periods starting after the date of these financial statements. The following standards and amendments have not yet been adopted by the Company: (cid:129) IFRS 15 Revenue from Contracts with Customers (effective for annual periods beginning on or after 1st January, 2017) (cid:129) Amendments to IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets: Clarification of acceptable Methods of Depreciation and Amortisation (effective for annual periods beginning on or after 1st January, 2016) IFRS 9 Financial Instruments (effective for annual periods beginning on or after 1st January, 2018) (cid:129) (cid:129) Accounting for Acquisitions of Interests in Joint Operations – Amendments to IFRS 11 (effective for annual periods beginning on or after 1st January, 2016) (cid:129) Clarification of Acceptable Methods of Depreciation and Amortisation – Amendments to IAS 16 and IAS 38 (effective for annual periods beginning on or after 1st January, 2016) (cid:129) Equity Method in Separate Financial Statements – Amendments to IAS 27 (effective for annual periods beginning on or after 1st January, 2016) (cid:129) Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10 and IAS 28 (effective for annual periods beginning on or after 1st January, 2016) (cid:129) Annual Improvements to IFRSs – 2012-2014 Cycle Investment entities (effective for annual periods beginning on or after 1st January, 2016) (cid:129) Applying the Consolidation Exception – Amendments to IFRS 10, IFRS 12 and IAS 28 (effective for annual periods beginning on or after 1st January, 2016) (cid:129) Annual Improvements to IFRSs – 2012-2014 Cycle (effective for annual periods beginning on or after 1st (cid:129) January, 2016) Investment entities: Applying the Consolidation Exception – Amendments to IFRS 10, IFRS 12 and IAS 28 (effective for annual periods beginning on or after 1st January, 2016) (cid:129) Disclosure Initiative – Amendments to IAS 1 (effective for annual periods beginning on or after 1st January, 2016) IFRS 15 Revenue from Contracts with Customers (effective for annual periods beginning on or after 1st January, 2016) IFRS 9 Financial Instruments (effective for annual periods beginning on or after 1st January, 2016) IFRS 16 Leases (Not yet endorsed. IASB effective date 1st January, 2019) (cid:129) (cid:129) (cid:129) The Company has considered the impact of these new standards and interpretations in future periods on profit, earnings per share and net assets. None of the above standards or interpretations is expected to have a material impact. C2 Profit for the financial year The Company’s profit for the financial year was £5,708,000 (2015: £14,136,000). Included in profit before taxation are the following: Fees receivable by the auditors and their associates in respect of: Audit of these financial statements … … … … … … … 2016 £’000 16 2015 £’000 16 Amounts paid to the Company’s auditor in respect of service to the Company, other than the audit of the Company’s financial statements, have not been disclosed as the information is required instead to be disclosed on a consolidated basis (see note 3 of the Group accounts). C3 Directors’ costs Details of Directors’ remuneration are set out in the Directors’ Remuneration Report on pages 19 to 21. 63 NOTES TO THE FINANCIAL STATEMENTS C4 Intangible fixed assets Brand names and Customer list £’000 Manu- facturing rights £’000 Software and Licences £’000 Intellectual property rights and Non- compete £’000 Cost Balance at 1st May, 2014 … … … … Additions Balance at 30th April, 2015 … … … … Additions Balance at 30th April, 2016 Balance at 1st May, 2014 … Amorisation for the year … Balance at 30th April, 2015 … Amorisation for the year … Balance at 30th April, 2016 Net book value At 1st May, 2014 … … At 30th April, 2015 … … At 30th April, 2016 … … 880 - 880 - 880 816 64 880 - 880 64 - - 827 - 827 - 827 367 56 423 56 479 460 404 348 - - - 102 102 - - - 20 20 - - 82 Total £’000 2,301 - 2,301 626 594 - 594 524 1,118 2,927 594 - 594 10 1,777 120 1,897 86 604 1,983 - - 514 524 404 944 During the year, the Company paid £524,000 for a non-compete agreement connected with the acquisition of a Chinese lost wax investment powder company. 64 NOTES TO THE FINANCIAL STATEMENTS C5 Tangible fixed assets Investment properties Property, Plant and Equipment Cost At 1st May, 2014… … … … Additions … … Transfers … … Disposals £’000 18,356 2,924 562 - Land and buildings £’000 Plant and equipment £’000 Fixtures and fittings £’000 Assets in course of construction £’000 1,166 - - - 16,369 5,043 165 (319) 1,788 504 - - 727 - (727) - Total £’000 20,050 5,547 (562) (319) At 30th April, 2015 21,842 1,166 21,258 2,292 - 24,716 At 1st May, 2015… … … … Additions … … Disposals 21,842 287 - 1,166 - - 21,258 4,050 (48) 2,292 102 - - 1,194 - 24,716 5,346 (48) At 30th April, 2016 22,129 1,166 25,260 2,394 1,194 30,014 Depreciation At 1st May, 2014… … Charged in year … … … … Disposals 1,346 582 - At 30th April, 2015 1,928 At 1st May, 2015… … Charged in year … … … … Disposals 1,928 708 - At 30th April, 2016 2,636 534 24 - 558 558 23 - 581 6,090 1,390 (65) 1,284 146 - 7,415 1,430 7,415 932 (40) 1,430 177 - - - - - - - - 7,908 1,560 (65) 9,403 9,403 1,132 (40) 8,307 1,607 - 10,495 Net book value At 1st May, 2014 … 17,010 632 10,279 504 727 12,142 At 30th April, 2015 and 1st May, 2015 19,914 At 30th April, 2016 … 19,493 608 585 13,843 16,953 862 787 - 15,313 1,194 19,519 The Company’s investment properties have been valued using the cost model and depreciated over their estimated useful lives – typically 25 years. In the opinion of the Directors, the fair value of the investment properties as at 30th April, 2016 was in the region of £35 million (2015: in the region of £34.5 million). Fair value for this purpose is based on Level 3 fair value inputs and, specifically, the Directors’ opinion as to the amount for which the property could be exchanged between knowledgeable, willing parties in an arm’s length transaction given a reasonable timeframe in which to conclude such an exchange. 65 C6 Fixed asset investments Cost At beginning of year Additions … … … … … … … … … … … … Cost at end of year … … … … … Impairment At beginning of year … … … … … … Impairment during the year… … … … … Impairment at end of year … … … … Net book value 30th April, 2016 Net book value 30th April, 2015 NOTES TO THE FINANCIAL STATEMENTS Shares in associated undertakings £’000 Shares in Group undertakings £’000 Total 277 30 307 - - - 307 277 24,082 583 24,359 613 24,665 24,972 237 2,294 237 2,294 2,531 2,531 22,134 22,441 23,845 24,122 During the year, the Company partially impaired some of its overseas investments. A list of principal subsidiaries and associates is given in note 11, and a list of non-principal subsidiaries and associates is given in note 26 of the Group financial statements. C7 Debtors … … … … … … Amounts owed by Group undertakings Other debtors … … … … … … … … … … … … … … … … … … Prepayments and accrued income C8 Cash and cash equivalents Cash and cash equivalents per balance sheet… … … … … … … … … … … … … … … … Bank overdrafts Cash and cash equivalents per cash flow statement C9 Other Payables Amounts owed to Group undertakings … … … … … … … … … … … … … … Other taxation and social security Accruals and deferred income … … … … … … … … C10 Interest-bearing loans and borrowings 2016 £’000 44,809 439 861 2015 £’000 34,360 - 241 46,109 34,601 2016 £’000 40 (5,346) (5,306) 2016 £’000 3,620 220 2,588 6,428 2015 £’000 3,171 - 3,171 2015 £’000 8,240 252 2,825 11,317 This note provides information about the contractual terms of the Company’s interest-bearing bank loans and borrowings. For more information about the Group’s exposure to interest rate and foreign currency risk, see note 20 of the Group financial statements. 2016 £’000 Non-current liabilities 3,239 Finance lease liabilities … … … … … … … … … … Bank loans and committed facilities … … … … … … … … 15,130 Current liabilities Finance lease liabilities … … … … … … … … … … Bank loans and committed facilities … … … … … … … … Bank overdrafts … … … … … … … … … … … 18,369 874 2,000 5,346 8,220 66 2015 £’000 65 16,861 16,926 186 - - 186 NOTES TO THE FINANCIAL STATEMENTS C10 Interest-bearing loans and borrowings (continued) Finance lease liabilities Finance lease liabilities are payable as follows: 2016 2015 Minimum lease payments £’000 979 3,433 Interest Principal £’000 874 3,239 £’000 105 194 Minimum lease payments £’000 191 68 Interest Principal £’000 186 65 £’000 5 3 4,412 299 4,113 259 8 251 Less than one year Between one and five years C11 Provisions for liabilities Deferred taxation At beginning of year … … … … … … … … … … … … Debit to the profit and loss for the year … … … … … … … … … Debit to the hedging reserve for the year … … … … … … … … … At end of year … … … … … … … … … … … … … The elements of deferred taxation are as follows: Difference between accumulated depreciation and amortisation and capital allowances … … … … … … … … … … … … … Taxation on derivative financial instruments 2016 £’000 1,889 (20) 1,869 2016 £’000 1,768 56 45 1,869 2015 £’000 1,833 (65) 1,768 Within the current and previous year, the Company has no unrelieved tax losses. Reductions in the UK corporation tax rate from 23% to 21% (effective from 1st April, 2014) and 20% (effective from 1st April, 2015) were substantively enacted on 2nd July, 2013. Further reductions to 19% (effective from 1st April, 2017) and to 18% (effective 1st April, 2020) were substantively enacted on 26th October, 2015. The deferred tax liability at 30th April, 2016 has been calculated based on these rates. An additional reduction to 17% (effective from 1st April, 2020) was announced in the Budget on 16th March 2016. This will reduce the Company’s future current tax charge accordingly and reduce the deferred tax liability at 30th April, 2016 by £104,000. C12 Called up share capital Authorised, allotted, called up and fully paid: 7,200,000 ordinary shares of 10p each … … … … … … … 2016 £’000 720 2015 £’000 720 C13 Share capital and reserves Reconciliation of movement in capital and reserves Share capital £’000 Hedge reserve £’000 At beginning of year … … … Net movement on cash flow hedges Profit for the year … … … … … … … Dividends At end of year … … … … 720 - - - 720 C14 Financial risk management Profit and loss account £’000 68,332 - 5,708 (3,049) 2016 Total £’000 68,794 167 5,708 (3,049) (258) 167 - - (91) 70,991 71,620 2015 Total £’000 57,578 129 14,136 (3,049) 68,794 The Company’s main financial exposures are with regards to its banking operations. The Company has in place risk management policies that seek to limit the adverse effects on the financial performance of the Company by using various instruments and techniques. Risk management policies have been set by the Board and applied by the Company. 67 NOTES TO THE FINANCIAL STATEMENTS C14 Financial risk management (continued) a) Credit risk The Company’s financial assets are reflected in the table below, the carrying amounts of which represent the Company’s maximum exposure to credit risk in relation to financial assets. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. Similarly the other receivables are due from the UK Government and so again the credit rating is high. The amount owed by Group undertakings is not considered to be a risk issue. Amounts owed are with subsidiary companies with good long-term prospects and no going concern issues. Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: Carrying amount Other receivables … … … … … … … … … Amounts owed by Group undertakings … … … … … Cash at bank and cash equivalents … … … … … … … … … … … … … Derivative financial assets Note C7 C7 2016 £’000 439 44,809 40 1,227 46,515 2015 £’000 - 34,360 3,171 3,929 41,460 b) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. At the year end the Company had the following unutilised bank facilities in respect of which all conditions precedent had been met: Uncommitted Committed Total 2016 £’000 2015 £’000 2016 £’000 Unutilised bank facilities 10,933 28,640 18,961 2015 £’000 5,000 2016 £’000 2015 £’000 29,894 33,640 The Company’s principal borrowing facilities are provided by 4 banks in the form of borrowings and short- term overdraft facilities. The quantum of borrowing facilities available to the Company is reviewed regularly in light of current working capital requirements and the need for capital investment for the long-term future for the Company and the Group. Maturity analysis The table below analyses the Company’s financial liabilities into maturity groupings based on the period outstanding at the balance sheet date up to the contractual maturity date. All figures are contracted gross cash flows that have not been discounted. Non-derivative financial liabilities Bank loans and committed facilities … … … Overdrafts … … … … … … … … … … … … … Finance leases Trade and other payables … … … … Deferred considerations on acquisitions … … Amounts due from Group undertakings … … 2016 Contractual cash flows Within 1 year £’000 2,000 5,346 980 2,809 500 3,620 1-6 years £’000 Total £’000 15,130 - 3,433 - - - 17,130 5,346 4,413 2,809 500 3,620 Carrying value 2016 Total £’000 17,130 5,346 4,113 2,809 500 3,620 Total 15,255 18,563 33,818 33,518 The 30th April, 2016 bank loans and committed facilities are repayable as follows: bank overdraft on demand £5.3 million, £2 million within year end 30th April, 2017, £2 million within year end 30th April, 2018, £6 million within year end 30th April, 2019, £1 million within year end 30th April, 2020 and £6 million within year end 30th April, 2021. The interest rates chargeable on these loans are on a floating basis against LIBOR. 68 C14 Financial risk management (continued) b) Liquidity risk (continued) Non-derivative financial liabilities Bank loans and committed facilities … … … Finance leases … … … … … … Amounts due from Group undertakings … … Other payables … … … … … … … … Deferred consideration on acquisition Total c) Market risk Interest rate risk NOTES TO THE FINANCIAL STATEMENTS 2015 Contractual cash flows Within 1 year £’000 - 196 8,240 3,077 500 12,013 1-6 years £’000 Total £’000 16,861 68 - - - 16,929 16,861 264 8,240 3,077 500 28,942 Carrying value 2015 Total £’000 16,861 251 8,240 3,077 500 28,929 The Company is subject to fluctuations in interest rates on its borrowings and surplus cash. The Company is aware of the financial products available to ensure against adverse movements in interest rates. Reviews are undertaken to determine whether such instruments are appropriate for the Company. During the year, no new interest rate swaps or caps were entered into. The Company has taken out in previous years £5 million of interest rate protection in the form of swaps which expire in October 2016. The table below shows the Company’s financial assets and liabilities split by those bearing fixed and floating rates and those that are non interest bearing. Fixed rate 2016 £’000 2015 £’000 Floating rate 2016 £’000 2015 £’000 Non interest bearing Total 2016 £’000 2015 £’000 2016 £’000 2015 £’000 Cash and cash equivalents Other receivables Other payables Bank overdrafts Bank loans and - - - - 40 - - 44,809 (3,620) - (5,346) - 3,171 32,720 (8,240) - - 1,666 (3,309) - - 5,569 (3,577) - 40 46,475 (6,929) (5,346) 3,171 38,289 (11,817) - committed facilities Finance lease liabilities - (4,113) - (251) (17,130) - (16,861) - - - - - (17,130) (4,113) (16,861) (251) Total (4,113) (251) 18,753 10,790 1,643 1,992 12,997 12,531 Other receivable and other payables include derivatives and inter company balances. d) Capital management The Company’s main objective when managing capital is to safeguard the Company’s ability to continue as a going concern in order to provide returns to shareholders. The Board maintains a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Op- erations are funded through shareholders' funds, bank debt, finance leases and, where appropriate, deferred consideration on acquisitions. The capital structure of the Company reflects the judgement of the Board as to the appropriate balance of funding required. At 30th April, 2016, the capital used was £98.7 million, (2015: £83.2 million) as shown in the following table: Cash and cash equivalents … … … … … … … … Finance leases Bank loans and committed facilities … … … … … … … … … … … … … … … Overdrafts … … … … … … … … Deferred consideration … … … … … … … … … … … Net debt Total equity attributable to equity holders of the parent Capital 69 2016 £’000 (40) 4,113 17,130 5,346 500 2015 £’000 (3,171) 251 16,861 - 500 27,049 14,441 71,620 68,794 98,669 83,235 NOTES TO THE FINANCIAL STATEMENTS C14 Financial risk management (continued) d) Capital management (continued) The Company aims to maintain a strong credit rating and headroom whilst optimising return to shareholders through an appropriate balance of debt and equity funding. The Company's strategy is to target a medium- term debt to equity ratio below 30%, adjusted where appropriate for the effect of acquisitions. At 30th April, 2016 net debt was £27.0 million (2015: £14.4 million). The Company manages its capital structure and makes adjustments to it with regard to the risks inherent in the business and in light of changes to economic conditions. The policy for debt is to ensure a smooth debt maturity profile with the objective of ensuring continuity of funding. The repayment profile for the debt is shown in note 20(b) of the Group financial statements. There were no changes in the Company’s approach to capital management during the year. Currency derivatives The Company utilises currency derivatives to hedge future transactions and cash flows on behalf of its subsidiary companies. The full impact of these derivatives is considered in note 20 (d) of the Group financial statements. Interest rate swaps The Company uses interest rate swap contracts to manage its exposure to interest rate movements on its bank borrowings. The nominal value of these contracts at the year end was £5 million (2015: £5 million). The fair value of swaps entered into at 30th April, 2016 was estimated at £111,000 liability (2015: £323,000 liability). Of these swaps, the fair value of those designated as cash flow hedges at 30th April, 2016 was £111,000 liability (2015: £323,000 liability). e) Total financial assets and liabilities The table below sets out the Company’s accounting classification of each class of financial assets and liabilities, and their fair values at 30th April, 2016 and 30th April, 2015. 30th April, 2016 30th April, 2015 Carrying amount £’000 Fair value £’000 Carrying amount £’000 Fair value £’000 Financial assets Cash and cash equivalents … … … … 40 40 3,171 3,171 Receivables Derivative financial assets … … … … Other receivables … … … … … … 1,227 46,109 1,227 46,109 Total financial assets 47,376 47,376 3,929 34,601 41,701 3,929 34,601 41,701 Financial liabilities Financial liabilities at amortised cost Other payables … … … … … … Deferred consideration … … … … … Derivative financial liabilities … … … … Finance lease liabilities … … … … … Bank loans and committed facilities … … … Overdraft … … … … … … … Deferred tax … … … … … … … 6,428 500 2,767 4,113 17,130 5,346 1,869 6,428 500 2,767 4,113 17,130 5,346 1,869 Total financial liabilities 38,153 38,153 11,317 500 1,963 251 16,861 - 1,768 32,660 11,317 500 1,963 251 16,861 - 1,768 32,660 Derivative financial assets and liabilities fair values in the above table are derived using Level 2 inputs as defined by IFRS 7 as detailed in the paragraph below. All other financial assets and liabilities fair values are determined using Level 3 inputs. IFRS 7 requires that the classification of financial instruments at fair value be determined by reference to the source of inputs used to derive the fair value. This classification uses the following three-level hierarchy: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs). 70 NOTES TO THE FINANCIAL STATEMENTS C14 Financial risk management (continued) e) Total financial assets and liabilities (continued) For short-term cash and cash equivalents, trade and other receivables, trade and other payables and floating rate borrowings, the fair values are the same as carrying value. For fixed rate borrowings, forward currency contracts and interest rate instruments fair values have been calculated by discounting the cash flows at prevailing appropriate market rates. Other assets reflect management’s estimate of value on an appropriate basis. C15 Contingent liabilities The Company is jointly and severally liable for value added tax due by other members of the Group amounting to £Nil (2015: £Nil). C16 Related Party Transactions The compensation of key management personnel is disclosed within the Directors’ Remuneration note on page 21 of the Group financial statements. Transactions and balances with Group undertakings are summarised below: Amounts due from Group undertakings … … Amounts due to Group undertakings … … … Highest during the year £’000 44,809 (3,620) Highest during the year £’000 34,360 (8,240) 2016 £’000 44,809 (3,620) 2015 £’000 34,360 (8,240) Transactions with Group undertakings comprise loan movements, management charges and dividend receipts. C17 Commitments Contracted capital commitments at 30th April, 2016 for which no provision has been made in these financial statements were £1,497,000 (2015: £3,852,000). C18 Subsequent events Apart from the dividends declared of £3,049,000 which have not been provided for within these financial statements, no significant events have occurred after the balance sheet date. On the 23rd June 2016 the UK voted to leave the European Union. The likely impact of this decision has been discussed within the principal risks and uncertainties section of the Group Strategic Report on page 6. C19 Dividends Paid ordinary dividends during the year in respect of prior year 42.348p (2015: 42.348p) per qualifying ordinary share … … … … 2016 £’000 3,049 3,049 2015 £’000 3,049 3,049 After the balance sheet date an ordinary dividend of 42.348p per qualifying ordinary share was proposed by the Directors (2015: Ordinary dividend of 42.348p). The proposed current year ordinary dividend of £3,049,000 has not been provided for within these financial statements (2015: Proposed ordinary dividend of £3,049,000 was not provided for). C20 Accounting estimates and judgements The material accounting estimates and judgements for the Company follow that of the Group which have been considered in note 25 on page 55 of the Group financial statements. C21 Explanation of transition to Adopted IFRSs As stated in note C1, these are the Company’s first financial statements prepared in accordance with FRS 101. The accounting policies set out in note C1 have been applied in preparing the financial statements for the year ended 30th April, 2016, the comparative information presented in these financial statements for the year ended 30th April, 2015 and in the preparation of an opening FRS 101 balance sheet at 1st May, 2014 (the Company’s date of transition). In preparing its FRS 101 balance sheet, the Company has adjusted amounts reported previously in financial statements prepared in accordance with its old basis of accounting (UK GAAP). An explanation of how the transition from UK GAAP to FRS 101 has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and the notes that accompany the tables. 71 C21 Explanation of transition to Adopted IFRSs (continued) NOTES TO THE FINANCIAL STATEMENTS Explanation of transition to Adopted IFRSs 1st May, 2014 Effect of transition 30th April, 2015 Effect of transition UK to Adopted Adopted IFRSs IFRSs £’000 £’000 GAAP £’000 UK to Adopted Adopted IRFSs IFRSs £’000 £’000 GAAP £’000 Note Non-current assets Property, plant and equipment Investment properties Intangible assets Other financial assets Total non-current assets Current assets Trade and other receivables Derivative financial assets Cash and cash equivalents Total current assets Total assets Current liabilities Bank overdraft Other interest-bearing loans and borrowings Trade and other payables Deferred consideration Derivative financial liabilities a 29,152 a - 524 17,112 46,788 29,363 1,645 2,568 33,576 80,364 1,943 353 9,611 500 1,645 (17,010) 17,010 12,142 17,010 - 524 - 17,112 35,227 - 404 24,122 (19,914) 19,914 15,313 19,914 - 404 - 24,122 - 46,788 59,753 - 59,753 - 29,363 1,645 - 2,568 - 34,601 3,929 3,171 - 33,576 41,701 - 80,364 101,454 - 34,601 3,929 - 3,171 - - 41,701 - 101,454 - - - - - 1,943 353 9,611 500 186 11,317 500 1,645 1,963 - - - 186 - - 11,317 - 500 - 1,963 - 13,966 Total current liabilities 14,052 - 14,052 13,966 Non-current liabilities Other interest-bearing loans and borrowings Deferred tax liabilities Total non-current liabilities b, c 7,174 612 7,786 - 948 948 7,174 1,560 16,926 833 - 16,926 1,768 935 8,734 17,759 935 18,694 Total liabilities 21,838 948 22,786 31,725 935 32,660 Net assets Equity 58,526 (948) 57,578 69,729 (935) 68,794 Share capital Cash flow hedging reserve Retained earnings 720 (387) b, c 58,193 - - (948) 720 (387) 57,245 720 (258) 69,267 - - (935) 720 (258) 68,332 Total equity 58,526 (948) 57,578 69,729 (935) 68,794 a) Property owned by the parent and occupied by a Group undertaking should be treated as investment property in the owner’s individual financial statements if it meets the definition of investment property under IFRS. As a result, properties held by the parent Company that are leased to Group undertakings have been re-classified as investment properties and are recognised under the cost model as set out in IAS 40 – Investment Properties. b) UK GAAP and IFRS adopt different approaches to the calculation of deferred tax on the abolition of Industrial Building Allowances (IBA's). Under UK GAAP, at the time of abolition both the net book value of assets together with their tax written down values are removed from the deferred tax calculation. Under IFRS, the net book value of assets at the point of abolition remains, whereas the associated tax written down value is removed. The impact of converting from UK GAAP to IFRS as at 30th April, 2015 is a charge against profits of £729,000 (1st May, 2014: £742,000). 72 NOTES TO THE FINANCIAL STATEMENTS C21 Explanation of transition to Adopted IFRSs (continued) c) Under IFRS, there is a requirement to provide for a deferred tax liability on rolled over capital gains. Under UK GAAP there is no requirement to provide for such a liability if it is unlikely an actual tax liability will crystallise. The impact of converting from UK GAAP to IFRS as at 30th April, 2015 is an additional liability of £206,000 (1st May, 2014: £206,000). Because of items b) and c), there is an increase to the tax charge of £935,000 flowing through the profit and loss account for the year ended 30th April, 2015. There are no other transitional changes impacting on the 30th April, 2015 profit and loss position. 73 FIVE YEAR FINANCIAL SUMMARY Continuing operations 2012 £’000 2013 £’000 2014 £’000 2015 £’000 2016 £’000 Revenue… … … … … … … … … … … … … Profit before taxation Tax on profit … … … … … … … Profit after taxation … … … … … … 107,911 12,273 (2,938) 9,335 126,964 20,296 (4,609) 15,687 130,828 24,095 (4,448) 19,647 127,049 20,053 (4,601) 15,452 123,539 12,314 (3,376) 8,938 Basic and diluted earnings per ordinary share … 124.33p 211.76p 264.38p 208.68p 122.75p Total equity … … … … … … … 48,708 62,527 77,570 86,522 90,117 74