GOODWIN PLC

September 2026 Trading Update

Continuing businesses and proposed disposal update

Goodwin PLC provides the following update on trading for the four months ended 31 August 2026 ("the Period"), focusing on the businesses that will remain within the Group following completion of the proposed disposal of a substantial part of the Mechanical Engineering Division.

Refractory Division

The Board expects these established operations to continue to deliver reliable cash flows and sustainable growth over the medium and longer term.

Profits from the Group's overseas refractory businesses increased by 19% year-on-year to £3.1 million in the period compared with the corresponding Period last year.

Performance within the UK powder operations was affected during the period by planned maintenance at Hoben International, where the calciner was taken offline for approximately 11 weeks. In addition, elevated gold and silver prices continued to weigh on demand within certain end markets, which adversely impacted Goodwin Refractory Services during the period.

AVD Fire remains a significant growth opportunity for the Group. Demand for its specialist lithium-ion battery fire protection products continues to strengthen internationally across a range of industries. Its products include extinguishing agents, extinguishers, blankets and bags, providing a range of extinguishing and containment solutions. The continued expansion in the use of lithium-ion batteries underpins the Board's confidence in AVD Fire's growth potential. The Board remains confident that production capacity can be increased in line with demand at relatively modest capital cost.

AVD Fire Ltd, together with Dupré Minerals, the Group's vermiculite and specialist minerals business, also made a strong start to the financial year, with combined profits increasing by 30% year-on-year to £1.0 million in the period compared with the corresponding period last year.

Technological Division

Duvelco, the Group's polyimide business, is a high growth opportunity within the continuing businesses.  However, work has been needed to validate the most appropriate drying solution following the identification of a mechanical issue during the commissioning of Duvelco's full-scale production plant.

The Polyimide product currently being manufactured is technically competitive with the world market leader and, in certain respects, exceeds its performance, while also remaining commercially competitive. The final drying stage, which represents less than 12% of the overall manufacturing process is currently constraining throughput and limiting production to approximately 20% of the plant's designed manufacturing capacity.

The currently indicated lead time for the proposed dryer that would rectify this issue is approximately ten months, although the team is actively pursuing opportunities to shorten this. Trials using alternative dryers are also being undertaken to establish confidence in the proposed equipment and process configuration before the solution is finalised. The Board will provide a further update when the implementation timetable can be established with greater certainty.

Duvelco recorded a loss of £1.7 million in the period, compared with £592,000 in the corresponding period last year. The loss was primarily driven by depreciation charged on the manufacturing assets.

Due to the proposed disposal, the Group will be relocating the polyimide presses that were originally intended to be installed and operated by Noreva in Germany to a site in the UK near to Duvelco's polyimide plant in Stoke-on-Trent.

Disposal of the Mechanical Engineering Business

On 9 September 2026, Goodwin announced an agreement with an affiliate of Cerberus to dispose of a substantial part of its Mechanical Engineering Division for a headline cash consideration of up to approximately £1.1 billion, subject to customary closing adjustments.

As previously announced, completion is expected in the first quarter of calendar year 2027, subject to the required regulatory approvals. Until completion, the businesses being sold remain part of the Group.

The Company expects that no UK corporation tax will be payable on the gain arising from the disposal. This relates to the disposal gain at Company level and is separate from the tax treatment of any subsequent return of capital to shareholders.

The Board continues to consider, with its advisers, the most appropriate mechanism for returning a significant proportion of the net cash proceeds to shareholders. No final decision has yet been made on the amount, timing or form of that return.

The Goodwin Engineering Training School is included within the proposed disposal and will transfer with the Mechanical Engineering Business on completion. This reflects the fact that the substantial majority of apprentices trained by the school progress into the businesses being sold. The Group remains proud of the school's contribution to developing engineering skills and of the opportunities it has created for successive generations of apprentices.

Leadership, Board responsibilities and remuneration

The disposal will materially change the size and composition of the Group. The Board will therefore review its roles, responsibilities and remuneration arrangements to ensure that these are appropriate for the continuing businesses.

A recruitment process has commenced for a Chief Executive Officer and Finance Director, who will lead the continuing businesses on a day-to-day basis and report to the Board.

The intention is to provide the remaining Group with dedicated executive leadership, while retaining appropriate Board oversight, strategic input and continuity. Further details of appointments and changes to Board responsibilities and remuneration will be communicated as the review progresses.

Outlook

The Board remains confident in the prospects of the continuing businesses. The established refractory operations provide a foundation of earnings and cash generation, while AVD Fire and Duvelco offer high growth and longer-term potential.

The objective remains to create sustainable long-term value for shareholders through the businesses they will continue to own, alongside the substantial value to be realised from the disposal.