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Annual Report 2025
A global leader
in fluid and
motion control
Who we are
IMI is a global leader in fluid and
motion control, serving markets
underpinned by three long-term
megatrends – Energy, Automation,
and Healthcare. We apply world-class
engineering expertise to optimise
performance and deliver consistent,
long-term value – for our customers
and our business.
What we do
We engineer bespoke solutions,
including valves, actuators and
controls that enhance our customers’
safety, productivity and sustainability.
Developed in deep partnership with
our customers, our customised
solutions are a small part of their
systems, but deliver outsized impact.
How we do it
One IMI is our operating model
for growth and performance –
combining commercial excellence,
market-led innovation and
continuous improvement.
We have a strong learning and
performance culture that ensures our
best practices are applied everywhere
and scaled to unlock growth. One IMI
is how we win and how we deliver
sustained shareholder value.
Our purpose
Breakthrough engineering
for a better world
Read more about our
megatrends on pages 3, 14 – 17
Read more about our
business model on page 5
Read more about our culture
onpage 11
In this report
Strategic Report
Highlights of the year 01
Investment case 02
Enduring megatrends 03
Our business strategy 04
Our business model 05
Chair’s letter 06
Chief Executive Officer’s review 08
Megatrends in action 14
Sector reviews 18
Key Performance Indicators 28
Financial review 30
Stakeholder engagement 36
Sustainability 40
Task Force on Climate-related Financial
Disclosures assessment 58
Non-financial and sustainability
information statement 64
Risk management 65
Viability statement 71
Going concern 72
Corporate Governance
Governance at a glance 73
Chair’s Governance letter 75
Board of Directors 76
Executive Committee 80
Corporate Governance Report 82
Section 172 statement 90
Nomination Committee Report 94
Audit Committee Report 98
Sustainability Committee Report 102
Remuneration Committee Report 104
Annual Directors’ Remuneration Report 106
Directors’ Report 127
Statement of directors’ responsibilities in respect
of the Annual Report and the financial statements 131
Financial Statements
Independent Auditor’s Report to the
members of IMI plc 132
Primary statements 140
Notes to the consolidated financial statements 145
Additional Information
Appendix to the climate-related
financial disclosures 200
Subsidiary undertakings 208
Five-year summary 214
Shareholder and general information 216
Our values
Always care
Be curious
Create impact
A
B
C
A – Europe
44%
B – North America
25%
C – RoW
31%
Countries
50+
Highlights of the year
Financial performance Financial framework Global reach
Revenue
£2,304m
4% (2024: £2,210m)
Organic revenue growth
5%
Adjusted operating margin
20.0%
30bps (2024: 19.7%)
Statutory operating margin
18.3%
220bps (2024: 16.1%)
Adjusted operating margin
20%+
Adjusted profit before tax
£442m
6% (2024: £419m)
Statutory profit before tax
£419m
27% (2024: £330m)
Cash conversion
90%+
Adjusted basic earnings
per share
132.3p
8% (2024: 122.5p)
Statutory basic earnings
per share
124.3p
29% (2024: 96.0p)
Return on invested
capital
12%+
Employees
c.10,000
Suppliers
c.7,000
Customers
>35,000
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 202501
2025
202420232022202120202019
73.2
79.7
92.0
105.5
116.8
122.5
Growth
strategy
launched
132.3
Investment case
A global leader in fluid and motion control
Leading positions
in fluid and motion
control growth
markets
Innovative
solutions creating
customer value
Strong pricing
power
Significant
aftermarket
exposure
Highly cash generative
with a disciplined
approach tocapital
allocation
Our business is aligned
toEnergy, Automation and
Healthcare,and we hold
leading positions in fluid
and motion control
markets exposed to these
long-term megatrends.
Our market-led approach
to innovation is unique:
wesolve acute industry
challenges using our
engineering expertise
toenhance customers’
safety, productivity,
andefficiency.
While our products and
solutions are only a
relatively small part of our
customers’ total system
costs, they playacritical
role in theirperformance.
We generate approximately
45%ofsales from the
aftermarket, providing
high-margin recurring
revenue and underpinning
long-termgrowth.
Our financial framework
compounds EPSgrowth
through investments in
organic growth, targeted
bolt-on acquisitions and
share buybacks.
Compounding adjusted basic EPS growth
through investments in organic growth, M&A and share buybacks
Adjusted basic EPS (pence)
+10%
CAGR 2019-2025
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 202502
Enduring megatrends
Energy
Powering a world that needs more energy,
delivered more intelligently
The global appetite for power is rising fast, driven by electrification,
data centre expansion and increasing consumption in emerging
markets. IMI enables the flow, control and thermal systems that
keep this infrastructure stable, efficient and safe. As demand
surges, our technologies help our customers use every unit of
energy more effectively, making modern networks and equipment
perform harder, smarter and cleaner.
Read more about Energy on page 14
Healthcare
Enabling precision care
for a growing world
Ageing populations, rising expectations and
advances in medical science are reshaping
global healthcare. IMI’s life-critical valves
andcontrol assemblies power the systems
behind diagnostics, therapy delivery and
respiratory care. Our components operate
withmicroscopic precision, ensuring the
reliability and performance that modern
medicine demands. All of this helps patients
livelonger,healthier lives.
Read more about Healthcare on page 17
Automation
Building resilient,
intelligent manufacturing
Manufacturers everywhere are redesigning
operations for resilience and competitiveness.
Automation, digital integration and local
production are transforming how and where
goods aremade. IMI’s motion and fluid control
technologies increase productivity and support
localised, high-precision manufacturing.
Asindustries automate to staycompetitive,
IMIprovides the precision and scalability
thatmakenext-generation production possible.
Read more about Automation on page 16
Global demand for Energy, Automation and Healthcare
isreshaping the world’s economy, and creating powerful,
long-term growth opportunities for IMI.
Our precision engineering and control technologies sit at the
intersection of these structural shifts, enabling customers to
perform more efficiently, sustainably and reliably in a rapidly
changing world.
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 202503
P
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f
o
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One
IMI
Our business strategy
Our ‘One IMI’
operating model
We operate under a unified ‘One IMI’ operating model, leveraging our best
practices in commercial excellence and market-led innovation to drive value
across the organisation. We focus on five key market sectors where this
integrated approach delivers exceptional impact and sustainable growth.
Commercial excellence
We provide world-class engineering
expertise and excellent customer service.
We have deep applications knowledge and
know-how. We have leading brands.
Performance culture
We take ownership of our commitments
andstay accountable for delivering better
outcomes for our customers and shareholders.
This culture of responsibility shapes how we
innovate, collaborate and grow the business
inasustainable way.
Market-led innovation
We solve acute customer problems by
developing innovative new products and
solutions. We work in teams to rapidly
validate the problem, create the solution
and assess its commercial viability with
ourcustomers.
Continuous improvement
We take a systematic and relentless approach
toimproving our products and processes every
day, strengthening our ability to deliver for
customers and drive long-term competitiveness.
We build scalable operational processes that
ensure we deliver high-quality products on
time,every time.
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 202504
Our business model
Unlocking value at every stage
How we create value Our business model For our stakeholders
Deep engineering expertise
We provide knowledge, expertise, and intellectual
property. Ourworld-class applications engineering
expertise provides our customers with the right
support to solve their problems.
Our people
Our success is fuelled by our diverse andtalented
workforce. We invest in our employees, providing
continuous learning and career development.
Operational excellence
We commit to operational excellence, maintaining
state-of-the-art manufacturing facilities and
technology to deliver high-quality products.
Our communities
We take community engagement veryseriously.
We aim to build strong, positive relationships in
thecommunities we operate in, and contribute
tosocial welfare.
Better world
We recognise the importance of preserving natural
resources and minimising our environmental
footprint. We strive to reduce our environmental
impact and support our customers to do the same.
Disciplined capital allocation
We manage financial resources, making investments
in innovation and operational efficiency to achieve
sustainable profitable growth.
>35,000
Customers
Supporting over 35,000 customers with their most
acute problems.
79%
Employees
Employee engagement remains high (2024: 79%).
10% CAGR
Shareholders
We delivered 10% compound annual growth in adjusted
basic earnings per share over a six-year period.
c.7,000
Suppliers
More than 7,000 suppliers with partnerships that
demonstrate long-term trust built over time.
54%
Community and environment
54% reduction in carbon intensity since 2019
andsupported customers in reducing their
environmental impact. These actions align with
our purpose of creating a better world and, in turn,
support the communities in which we operate.
Government and regulators
We engage with governments and regulators
onrelevant industry issues.
Read more about Stakeholder engagement
onpage 36
1
Identify and validate
ourcustomers’ key
engineering problems
2
Apply our world-class
applications engineering
expertise to solve our
customers’ problems
3
Investing >3% of sales in
developing new products
that align with our
purpose of creating
abetter world
4
Harness optimised supply
chains and operations at
our manufacturing sites to
keep close to customers
and deliver excellent
customer service
5
Deliver strong
aftermarket support
and products to
ensureour customers
(across 50+ countries)
can maximise
theirefficiency
One IMI
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 202505
Chair’s letter
Delivering
valuethrough
breakthrough
engineering
Jamie Pike
Chair
Sale of Truflo Marine business
The Board constantly reviews all elements of our
business for value-creation opportunities in the
best interest of our stakeholders. In November
2025 we agreed the sale of our Truflo Marine
business to Fairbanks Morse Defense for an
enterprise value of £225m. The sale of Truflo
Marine, a leading supplier of mission-critical valves
and actuators to naval submarine programmes,
further aligns IMI to three powerful megatrends –
Energy, Automation andHealthcare. The
transaction is expected to complete in mid-2026.
Dividend and capital allocation
IMI has a clear and disciplined approach tocapital
allocation, focused on enhancing shareholder
returns. We are committed to a progressive
dividend, and after fully reinvesting in our organic
business, will look to pursue attractive, bolt-on
acquisitions. Any acquisition should enhance our
positions in long-term growth markets and must
deliver returns in linewith our strict financial criteria.
We are committed to maintaining an efficient
balance sheet and will look to return surplus capital
toshareholders should net debt to adjusted EBITDA
fall sustainably below our 1.0x-2.0xrange.
In line with our stated value creation policy, the
Board are pleased to be announcing a £500m
share buyback programme and recommending
a final dividend of 23.2p per share (2024: 21.1p).
Payment of the final dividend will be made on
15 May 2026 to shareholders on the register at
the close of business on 7 April 2026.
People
Our people are key to the successful delivery
ofour growth strategy. On behalf of the
Board,Iwould like to thank them all for their
commitment and dedication in 2025.
Jamie Pike
Chair
Strategic progress
It has been another year of significant progress
at IMI. Our focus on commercial excellence,
market-led innovation and continuous
improvement continues to deliverresults.
I am pleased to report that IMI has now delivered
its fifth consecutive year of mid-single digit
organic revenue growth. Adjusted basic earnings
per share are now 81% higher than 2019, when
the business launched its growth strategy, and
we have returned over £1 billion to shareholders
through dividends and share buybacks since the
start of 2019.
Board changes
As previously announced, Daniel Shook stood
down as Chief Financial Officer and Executive
Director on 1 August 2025. Daniel has been
succeeded by Luke Grant, who has spent over a
decade working at IMI across anumber of key
finance roles.
Caroline Dowling stepped downas non-executive
director and Chair of the Remuneration Committee
at the AGM in May2025. Victoria Hull has
succeeded Caroline as Chair of the Remuneration
Committee. You can read more about this on page
94 of the Nomination Committee Report.
Stakeholders
I have enjoyed meeting with many of IMI’s
different stakeholder groups during my first yearas
Chair. These groups have different expectations
and priorities, and we ensure all their interests are
considered in our decision-making.
For more information about our stakeholders
and our Section 172 statement, please see
pages 36 to 39 and 90 to 92 respectively.
I would like to thank the Board, Executive
Committee and all our colleagues for their
support and welcome during my first year
as Chair. Our strategy continues to create
significant value for stakeholders, and
Iamvery pleased with the progress
madein2025.
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 202506
Olkusz, Poland – March
Jamie visited our Olkusz site to gain insight into product
innovation and manufacturing excellence. He met with site
leaders and employees, emphasising health and safety and
customer satisfaction.
Alpen, Germany – July
At Alpen, Jamie joined colleagues for an in-depth factory
tour showcasing automation solutions. The visit highlighted
collaboration and innovation, reinforcing our shared
strategic direction.
Brno, Czech Republic – October
As part of the Board visit, Jamie toured the Brno site and
participated in an employee engagement session. The discussions
focused on product development and strengthening connections
with our teams.
Orton, Italy – October
Jamie explored Orton’s advanced engineering capabilities,
including CREX valves, cryogenic testing, and new facility
developments. The visit underscored our commitment to
innovation and future growth.
Employee engagement sessions
Jamie also attended engagement sessions at our headquarters
in Birmingham (July) and Brno (October), fostering open dialogue
and reinforcing our commitment to employee feedback.
Getting to know
our people
Chair’s letter continued
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IMI plc Annual Report 202507
Chief Executive Officer’s review
Compounding
earnings
growth
Cash conversion remained very high at 96%
(2024: 92%) and we are committed to deploying
our growing free cash flows to enhance
shareholder returns. Free cash flow improved
to£290m in 2025 (2024: £263m).
2025 has not been without its challenges,
including the cyber incident in February and
ongoing geopolitical tensions. The delivery
ofanother set of strong results reflects the
resilience of our business and the significant
effortsof all our people. I would like to
expressapersonal thank you to everyone
acrossIMI for their hard work and dedication.
Performance highlights
Automation delivered a strong performance.
Process Automation had another outstanding
year. Growth was fuelled by rising global energy
demand, particularly in conventional power and
nuclear. We also made further progress in the
high-margin aftermarket.
Industrial Automation delivered a resilient
performance, despite very mixed markets. I am
pleased with the strategic progress made in the
year, particularly in relation to how we serve our
largest customers and in the aftermarket.
The execution of our growth strategy is creating
significant value for shareholders, and we
delivered another strong performance in 2025.
We have now delivered five consecutive years of
mid-single digit organic revenue growth and
expanded margins to meet our medium-term
target of 20%+.
With our world-class engineering expertise and
relentless focus on commercial excellence, we are
well placed to address our customers’ needs for
bespoke, high value-add fluid and motion control
solutions. Supported by our three long-term
megatrends – Energy, Automation and Healthcare
– and our focus on the attractive aftermarket, we
are compounding earnings growth.
Our adjusted operating margin increased by
afurther 30bps to 20.0% in 2025 (2024: 19.7%)
and is now 580bps higher than in 2019. The
continued progress reflects our strong operating
leverage, our focus on the high-margin
aftermarket and the final benefits from our
complexity reduction programme.
Roy Twite
Chief Executive Officer
The growth strategy launched in 2019
has fundamentally transformed IMI,
creating significant value for shareholders.
TheOne IMI operating model has driven
a step change in performance, and I am
pleased to report a fifthconsecutive year
ofmid-single digitorganic revenue growth.
Megatrends
Energy
Powering a world that needs
more energy
The global appetite for
poweris rising fast, driven by
electrification, data centres and
increasing consumption in
emerging markets.
Automation
Building resilient, intelligent
manufacturing
As labour becomes
increasingly scarce, global
industries must automate to
stay competitive.
Healthcare
Enabling precision care
foragrowing world
Ageing populations, rising
expectations and advances in
medical science are reshaping
global healthcare.
Read more on pages 14 to 17
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 202508
Life Technology also performed well in 2025.
Climate Control delivered another strong
performance, reflecting continued demand for
our solutions that reduce energy consumption
and improve indoor comfort in buildings,
aswellas our growing portfolio of smart-
connected products.
Life Science & Fluid Control returned to gentle
growth in 2025. With our customers now
planning new product launches and platform
refreshes, we are cautiously optimistic about
themedium-term.
Whilst it has been a challenging year for our
Transport sector, in line with the wider global
heavy duty truck market, I am encouraged by
recent progress. Whilst markets remain highly
uncertain, our sector team have developed a
comprehensive plan to accelerate improved
financial returns, and we continue to create
significant value for our customers.
One IMI operating model
Our One IMI operating model is the foundation
of our growth and performance. It is designed to
deliver our financial framework consistently and
effectively. We hold leading positions in
long-term growth markets, where customers
pay a premium for our applications engineering
expertise in fluid and motion control. By
applying a consistent approach rooted in
commercial excellence, market-led innovation
and continuous improvement, underpinned by
our performance culture, we are growing our
business, expanding margins and generating
strong cash flows – creating significant value
forour shareholders.
Commercial excellence
Commercial excellence remains at the heart of
our growth strategy. Our innovative fluid and
motion control solutions play a vital role in many
of the world’s most critical processes. We have
significantly improved customer satisfaction
scores and leverage these strong relationships to
co-create bespoke, high value-add solutions.
Our products typically represent a small part of
the total system cost but can have a significant
impact on the safety, productivity, and efficiency
of our customer’s operations. This drives growth,
strong pricing power and attractive aftermarket
revenue streams. All of this is supported by the
significant investments we have made in our
people, processes and operations.
Our investments in data and digital have played
a key role in accelerating growth in the high-
margin aftermarket. Our Process Automation
team actively tracks over 200,000 severe service
valves in our installed base via a centralised
database, which is being used to identify key
aftermarket opportunities and prioritise sales
efforts. We estimate that this has positively
impacted our order intake by over £90m
acrossthe last three years.
Market-led innovation
We have an outstanding culture of market-led
innovation at IMI. Grounded in deep customer
insight and executed through our entrepreneurial
Growth Hub model, our innovations solve complex
engineering challenges. Our teams utilise a
disciplined ‘test and learn’ approach to quickly
validate solutions and market potential. Through
this process we maximise our return on investment
by bringing products to market once customer
endorsement has been secured. We launched
Growth Hub across IMI in 2019, and in 2025
delivered £206m of orders, up 38% on 2024.
We are particularly excited by the opportunity to
support the rapid growth and demand for data
centres. Our fluid and motion control solutions
can play a critical role supporting energy
efficiency and temperature control in data
centres, particularly for direct liquid cooling
systems, and we are pleased to have delivered
£18m of data centre orders in 2025, more than
doubling the £7m won in 2024 with a growing
pipeline of opportunities. The need for stable,
reliable energy to power data centres also
presents a significant opportunity for IMI, and
wesaw a 20% organic increase in conventional
power orders during 2025.
Continuous improvement
The restructuring programme launched in 2019
has materially strengthened our competitive
position and laid the foundations for growth.
Wehave streamlined our global footprint by
consolidating or selling 20 sites. Transferring
manufacturing into our highest-performing
facilities has driven step-change improvements
in customer satisfaction and operational
efficiency. It has also simplified our supply
chains and supported the 580bps expansion
inadjusted operating margin since 2019.
Now our focus is on structured, relentless
continuous improvement to sharpen our
competitive edge every day. An excellent example
is within Industrial Automation, where we win in
highly customised applications and where a fast
response to customers is crucial. I am proud to
report that our team in Brno, Czech Republic,
identified over 1,000 continuous improvement
initiatives in 2025, dramatically reducing lead
times and improving customer satisfaction.
Restructuring costs associated with our
currentbusiness are no longer recorded within
adjustingitems.
Performance culture
Our people and culture are the foundation of the
One IMI operating model. Over the last six years
we have focused on building capabilities,
leadership and embedding a performance-driven
mindset. We are proud to employ the best people
at IMI and empower them to deliver growth.
We ensure our top talent regularly moves across
the business, enabling us to leverage best practice
and develop the next generation of leaders. During
the year, Luke Grant, previously Vice President of
Finance for Industrial Automation, was appointed
Chief Financial Officer and Tarak Chhaya, formerly
Regional President, APAC & India, for Industrial
Automation, was appointed its Sector President.
Both appointments reflect the strength of our
internal talent pipeline and our commitment to
developing leaders who deliver results and inspire
our people.
I am pleased to report that our investment
inourpeople is being recognised; employee
engagement remains very high, with 79% of
employees recommending IMI as a great place
to work (2024: 79%).
We were also very proud to be named Company
of the Year at the plc awards 2025. This
recognition reflects the strength of our people,
our performance culture and the success of our
One IMI operating model in delivering consistent
growth and creating long-term value.
Enhancing shareholder returns
IMI is a highly cash generative business with a clear
and disciplined approach to capital allocation,
prioritising investments that accelerate organic
growth and enhance shareholder returns.
We are committed to a progressive dividend
andare pleased to be recommending a 2025
final dividend of 23.2p per share (2024: 21.1p per
share). Payment will be made on 15 May 2026
toshareholders on the register at the close of
business on 7 April 2026.
We will also pursue bolt-on acquisitions that
enhance our positions in attractive, long-term
growth markets. We have deployed over £400m in
bolt-on acquisitions across the last six years, whilst
increasing our fully burdened return on invested
capital by 260bps. Whilst the pipeline of M&A
opportunities is strong, we are highly selective and
acquisitions must deliver returns in line with our
strict financial criteria.
We are committed to maintaining an efficient
balance sheet and will look to return additional
capital to shareholders and enhance returns
should leverage fall sustainably below our
1.0x–2.0x target range.
Given the strong performance in 2025, our
outlook for 2026 and our commitments to
maintaining an efficient balance sheet and
enhancing shareholder returns, we have
announced a £500m share buyback programme.
Chief Executive Officer’s review continued
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IMI plc Annual Report 202509
By deploying our growing free cash flow
intoorganic growth opportunities, attractive
acquisitions and value enhancing share buybacks,
we are confident we can continue ourtrack
record of compounding adjusted EPS growth.
Proactive management
The Board and Executive Committee constantly
evaluate all elements of our business for value
creation opportunities in the best interests of all
our stakeholders.
In May we announced the strategic review of
ourTransport sector. The sector delivers high
value solutions for commercial vehicles and
represented 7% of IMI’s sales in 2025 (2024: 8%).
The review is progressing, we are delivering
significant operational improvements and
continue to assess all strategic options.
In November we agreed the sale of our Truflo
Marine business to Fairbanks Morse Defense for
an enterprise value of £225m. The sale of Truflo
Marine, a leading provider of mission-critical
valves and actuators to naval submarine
programmes worldwide, further aligns IMI to the
three powerful megatrends we are focused on
– Energy, Automation and Healthcare. This
transaction remains subject to regulatory and
other approvals and is expected to complete in
mid-2026.
Health and safety
Health and safety remains our number one
priority at IMI and we made further progress
towards our ambition of an accident-free
workplace in 2025. We are pleased to report
thatthe Total Recordable Incident Frequency
Rate reduced to 0.28 (2024: 0.38).
Outlook
Based on current market conditions, we
anticipate delivering our sixth consecutive year
of mid-single digit organic revenue growth in
2026. We expect full year adjusted basic EPS
tobe between 136p and 142p.
Conclusion
I am very proud of our progress in 2025.
Ourperformance demonstrates the continued
success of our growth strategy, the strength of
our One IMI operating model and the resilience
and hard work of our people. The foundations
ofour business are as strong as I have ever seen
them, and I look forward to 2026 with optimism.
Roy Twite
Chief Executive Officer
Chief Executive Officer’s review continued
Structural
growth
Strong
margins
Cash-backed
earnings
Premium
returns
5%
Average 2022-2025
20%
2025
96%
2025
12%+
ROIC
14%
2025
10% CAGR
2019-2025
Delivering post-tax returns significantly higher than weighted average cost of capital (‘WACC’)
Medium-term targets
Compounding
EPS growth
5%
Organic revenue growth
20%+
Adjusted operating margin
90%+
Cash conversion
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IMI plc Annual Report 202510
2019 2021 2022 2023 2024
2025
Value added per employee (£k)*
77.9
2020
83.1
83.5
86.8
94.6
96.5
102.3
+31%
Culture
Enabling our people
toachieve more
Performance-driven mindset
Ownership, accountability, customer focus
Investment
Targeted development at every level
Continuous improvement
Operational excellence
Key drivers
Q&A: Creating a culture that drives growth
An interview with Liz Rose, Chief People Officer
Q
IMI often talks about
‘performance culture’. What
does that mean in practice?
For us, performance culture is what turns
strategy into results. It’s about creating the
environment people need to do their best
work;clear expectations, accountability and
ashared sense of purpose. Over the past few
years, we’veworked deliberately to build that
culture: embedding our values, strengthening
collaboration across sectors and creating
stronger connection across the business. It’s
what makes One IMI real, and it’s at the heart
ofthe progress we’ve made as a business.
Q
AI has been a big theme
acrossIMI this year. How are
you helping people adapt and
embrace it?
It’s been exciting to see how quickly people
havereally embraced it. More than 2,000
colleagues have completed AI training this
year,and thousands are now using generative
tools, including Microsoft 365 Copilot and
otherplatforms, to enhance productivity, insight
andcollaboration. Even more encouraging
isthemindset shift it represents. People are
experimenting, sharing ideas and finding smarter
ways to work. That curiosity and openness to
change says a lot about IMI. We’ve built a culture
that doesn’t wait for the future to arrive, we get
involved early, learn fast and make new
technology work for us.
Q
What’s next for
IMI’s culture?
We want to keep the momentum going.
Theculture we’ve built, one that blends
performance with care and curiosity, is
nowpartof who we are. The next chapter is
abouthelping people unlock their potential:
creating the right environment, opportunities
and encouragement for everyone to build a
rewarding career here. When our peoplegrow,
so does our business.
Q
What progress have you seen
this year?
We’ve seen our culture drive tangible results.
Engagement remains high, with 79% of
colleagues saying IMI is a great place to work
(2024: 79%) and a record 88% (2024: 84%) taking
part in our One Big Voice global people survey, a
strong sign that people feel heard and involved.
Through Growth Hub, colleagues have brought
fresh, entrepreneurial thinking to customer
challenges, generating £206m in new orders
during 2025 (2024: £149m) and embedding a
growth mindset across our business. Development
has expanded at every level, from graduates to
senior leaders, through new programmes, digital
learning and clearer career pathways.
Inclusion is strengthening how we lead and
perform, with women now representing 25%
ofmanagers (2024: 24%).
Our Think Twice safety campaign is driving real
behavioural change, with further reductions in
incidents and more people looking out for one
another at work.
Q
How does this connect to
IMI’sstrategy for growth?
Our people strategy is what brings the business
strategy to life. Everything we do is focused on
building the capabilities that power commercial
excellence, market-led innovation and
continuous improvement.
That means strengthening our culture of
connection and recognition, so everyone feels
part of One IMI and confident their contribution
matters. It means growing leadership and
succession, so our next generation of leaders
are ready to step up. It means building skills
faster, from commercial and technical expertise
to the digital and analytical capabilities that will
shape the next phase of growth.
Liz Rose
Chief People Officer
* (Adjusted operating profit + employment cost charged to adjusted operating profit)/Average number of employees
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Chief Operating Officer’s review
How we win
Q
How does that translate into
solutions for customers?
We don’t just design products, we engineer
solutions for very specific applications. Every
valve, actuator or control system we create is
tailored to the customer’s exact operating
environment. That’s where our considerable
application knowledge really matters.
Because our solutions are built with
performance in mind, they often unlock
efficiency, reliability and sustainability benefits
that far outweigh their cost. Our customers
come to us when performance really matters,
when they need something engineered precisely
for their challenge, not something off the shelf.
Q
What role does premium
serviceplay?
It’s integral to how we create value. Our
engineers stay with our customers through
every stage of the product’s life, from design
and commissioning, through operation and
optimisation, to upgrade and repurposing.
By combining deep engineering expertise with
digital tools and predictive maintenance, we
help our customers extend asset life, lower total
cost of ownership and improve sustainability. It’s
a true partnership, one that builds trust through
uptime and performance.
Our aftermarket business, which already
represents around 45% of Group sales, is a
majorgrowth focus for 2026. We’re scaling
aftermarket across all sectors, using data and
AIto identify under-serviced assets faster and
deepen customer relationships. It’s how we
move from selling parts to providing insight-led
service that delivers long-term value for both
our customers and IMI.
Q
How does IMI stay ahead
ofthecompetition?
Our foundation is deep engineering expertise,
application knowledge, and customer intimacy,
that’s what sets us apart. We understand our
customers’ applications, and we have the
engineering skill to solve their most complex
challenges. This sits at the heart of what we do.
What really differentiates us is how we apply it
through the One IMI operating model, built on
commercial excellence, market-led innovation and
continuous improvement. It means we can take
what works in one part of the business and scale
itacross others. That’s how we turn world-class
engineering into a consistent, strong model
forgrowth.
Q
How does commercial
excellence strengthen
IMI’sadvantage?
Commercial excellence is the engine of the One
IMI operating model. It’s about understanding
our customers deeply, their priorities, their
challenges and even their buying behaviour, so
we can tailor solutions, pricing and service that
truly fit their needs.
By using more data to understand how and when
our customers upgrade or replace equipment, we
can anticipate demand and have more meaningful
conversations about value. This insight feeds our
innovation pipeline, ensuring we develop products
and services that are relevant and commercially
successful, and it drives continuous improvement
by helping us focus resources where they make
the biggest impact.
Q
How is IMI using data and AI
toenhance performance?
Data and AI are strengthening every element
ofour commercial and service models. For
example, we’ve developed an AI-powered
pricing engine that helps optimise pricing in
realtime, balancing competitiveness with value.
But technology alone isn’t enough. The hard
part is implementation: helping our teams
usedata confidently to have the value-based
conversations that capture the true worth
ofwhat we deliver.
We’re also using data and AI to transform
service, analysing installed-base information
topredict maintenance needs, locate under-
serviced assets and recommend upgrades
before issues arise. It’s all part of our aftermarket
approach: smarter, faster and more connected
ways to help our customers keep their systems
performing at their best.
Q
How does the One IMI
operating model bring it
alltogether?
The One IMI operating model turns our
strengths intorepeatable success. When we
deliver a breakthrough solution in one sector,
we can replicate it in others. When a pricing
orservice model works in one region, we can
scale itglobally.
That flow of best practice, driven by data,
underpinned by deep application knowledge
and delivered through a strong performance
culture, creates a compounding effect. It’s how
we keep turning engineering excellence into
commercial excellence, and commercial
excellence into sustainable growth.
The One IMI operating model
makes our strengths repeatable
andscalable across every sector.
Jackie Hu
Chief Operating Officer
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Growth Hub
Innovation engine
in action
Growth Hub is our internal innovation engine, a structured way to turn
customer problems into scalable new businesses, embedded across our
business. Where typical R&D might generate new products, Growth Hub ismore
market-led: it starts from real industry challenges, tests viability earlywithour
customers, and then scales ideas through phased investment. Theexamples
below illustrate Growth Hub in action, starting from real customer challenges
and translating insight into practical, scalable solutions.
Phase Core focus
Phase 1
Problem discovery
& foresight
Scan markets,
define problems
worth solving
Phase 2
Validation &
customer
engagement
Test whether the
identified problem
is real, whether
customers will pay
Phase 3
Pilot & scale
feasibility
Build early versions,
prove delivery, gauge
scale potential
Phase 4
Global scale &
commercial launch
Invest, industrialise,
embed the solution
into IMI’s portfolio
Drop in valve repair solutions
forsafer, smoother operations
Valve performance drops when
internal parts erode. Our Retrofit3D
trim fits directly into the existing valve,
avoiding full replacement and welding.
The result is a faster fix that keeps
plants running efficiently and reduces
cost and disruption.
Axel Urbain
Additive Manufacturing Process Engineer
Link to megatrends
Plug and play electric cylinders
Integrating electric motion can
addcomplexity at commissioning.
Ourpre-configured electric cylinder
isaligned to the customer’s exact
requirements, allowing straightforward
integration into their machine. This
reduces programming time while
enabling energy-efficient electric motion
without sacrificing the simplicity of
implementing a pneumatic alternative.
Basil Shead
Applications Engineering Manager
Link to megatrends
Reliable support for ventilation
EQIMAX ensures critical ventilation
wherever it’s needed, whether during
hospital surges or patient transport.
Bykeeping airflow stable under
pressure changes, it gives clinicians
confidence that every breath is
delivered safely and consistently.
Julien Besteiro
Development Engineer
Link to megatrends
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How we win: expertise at system level
Energy systems are evolving quickly, with greater complexity,
tighter performance expectations and more frequent change
overtime. In this environment, success depends not only on
individual technologies, but on how whole systems are designed,
controlled and operated together. IMI’s strength lies in our ability
to understand how complex energy systems behave in real
operating conditions. We work closely with customers to
anticipate how requirements may shift, whether due to changing
demand patterns, regulatory expectations or system integration
challenges. This system-level insight enables IMI to support
customers as their needs evolve. By applying specialist expertise
across IMI, we help customers adapt existing systems, designnew
ones with greater flexibility and maintain reliable performance as
energy systems continue to change.
Megatrend in action: Energy
Supporting
electrification and data
centre energy demand
At a glance
– Natural gas continues to play a key
roleas energy demand grows from
electrification and AI
– Expectations on reliability, efficiency,
control and system performance
areincreasing
– IMI applies deep application engineering
expertise to support critical energy
systemsincluding combined cycle gas
power stations and LNG trains and
receiving terminals
Demand for electricity is increasing.
Electrification across industry and transport,
alongside the rapid growth of data-intensive
activities such as AI, cloud computing and
large-scale data centres, is placing new
pressures on power systems and highlighting
theneed for energy systems that remain
reliableas the mix changes.
The transition to net zero is not a single pathway.
While renewable energy continues to expand
rapidly, energy systems around the world must
still balance affordability, resilience and security
of supply. In many regions, natural gas remains
akey part of that balance, particularly where it
supports low cost energy, flexible generation
and grid stability as energy mixes evolve.
Executive insight
Navigating the energy transition
requires deep application expertise,
notjust products. We work closely
withcustomers to understand their
systemic challenges and deliver
solutions that support safer, cleaner,
and more reliable operations in
real-world conditions.
Roby Buyung
President, Process Automation
Improving performance during transition
The challenge is about performance. Gas-based systems
arebeing asked to operate more efficiently, respond more
dynamically and meet higher expectations for safety, emissions
and reliability. Improving how these systems are designed,
controlled and managed is a practical way to reduce emissions
intensity while maintaining dependable power supply. This is
where IMI’s expertise is applied in practice.
Supporting reliable power generation
IMI recently secured a major contract to support a large-scale
natural gas-powered combined cycle power plant in the USA.
Developed on the site of a former coal-fired power station,
theproject is designed to support growing electricity demand,
including that driven by data-intensive industries. Once complete,
it will be one of the nation’s largest natural gas-powered plants
and will support a campus designed to meet, amongst other
things, the growing AI and high-performance computing
needsofinnovative technology companies.
IMI will supply severe service valve packages for critical applications
such as turbine bypass, where safe, predictable operation is
essential. These solutions support stable performance under
demanding conditions, helping operators manage complex
processes reliably as system requirements evolve.
The project reflects a broader market trend: continued
investment in energy infrastructure that meets higher
expectations for control, performance and operational
disciplineduring the transition period.
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Power input
Cooling system
Racks and servers
UPS
Generator
Dry coolers
Chillers
Transformer
Climate Control
Industrial Automation
How we win: One IMI in action
The surge in data centre demand touches
every IMI business. In 2025, we strengthened our market-led
approach in the data centre sector by improving how insight and
opportunities are shared across the Group.
More structured collaboration between Climate Control, Process
Automation and Industrial Automation teams is supporting earlier
engagement and a more joined-up response to customer needs
in this fast-growing market. By connecting expertise across IMI,
we are turning parallel pipelines into a unified growth engine, a
clear example ofOne IMI delivering commercial advantage.
Megatrend in action: Energy
Data centres
Powering the
digital economy
At a glance
– Global data centre capex is forecast to
grow a 17% CAGR to 2030¹
– 250+ IMI projects in 2025 across Europe,
the USA and APAC
– Delivered advanced control solutions for
liquid cooling systems to renowned
hyperscale data centres in the USA
The world’s demand for data, and the energy
thatpowers it, is accelerating. Every AI query,
video stream and digital transaction depends
ondata centre infrastructure that must operate
continuously, efficiently and at scale. Global
datacentre capacity demand is forecast to more
than double by 2030, driving rapid growth in the
systems that generate, distribute and cool energy.
This is a secular growth opportunity where IMI
is uniquely placed to win. Our precision valves,
actuators and control systems sit inside the
critical cooling and power networks that keep
data centres running. By enabling operators to
use every unit of energy more efficiently, IMI
helps customers meet rising performance
demands while reducing cost and carbon.
Executive insight
Data centres are among the most
demanding environments in the world.
They must operate continuously,
with zero tolerance for failure. IMI’s
precision technologies ensure
critical cooling systems run efficiently,
securely and sustainably, keeping the
world’s digital infrastructure online.
Stefano D’Agostino
President, Climate Control
Process Automation
Indirect: Power generation;
energy storage
Direct: Air or liquid cooling
coolant cryogenic service
Power supply & cooling
Indirect: Air or liquid cooling
specialist solutions
Direct: Air or liquid cooling
coolant cryogenic service
Cooling at scale
Servers generate enormous amounts of heat; even
smalltemperature shifts can compromise performance. IMI’s
hydronic control and balancing technologies stabilise flow and
temperature across entire facilities, safeguarding uptime and
lowering energy use. Our TA-Smart and TA-Modulator valves
optimise cooling performance automatically, reducing energy
waste and extending equipment life, which is vital for hyperscale
sites operating 24/7.
Collaborating across IMI
IMI’s exposure to the data centre sector is currently strongest within
Climate Control, where we support precision cooling applications
atscale. Alongside this, we are seeing early opportunities emerging
across the Group, including high-integrity valves for power
generation and energy storage through Process Automation, and
motion and flow-control solutions for compressors and back-up
power through Industrial Automation.
By collaborating across IMI, we are developing a broader
system-level capability that supports hyperscalers, OEMs and
contractors as data centre infrastructure continues to evolve.
1 Source: Informa Intelligence, Cloud and Data Center Market
Snapshot, December 2025.
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How we win: innovation at scale
Automation demands precision, but also flexibility. IMI’s
advantage lies in engineering modular, high-performance
components that can be tailored to fit seamlessly into our
customers’ systems. By designing core platforms that are adapted
for specific applications, industries and geographies, we enable
innovation at scale without complexity or compromise.
This approach allows our customers to automate efficiently, from
end-of-line production to transport and industrial applications,
while maintaining consistency, reliability and speed to market.
ForIMI, it creates a repeatable growth engine: deep system
integration, long product life cycles and the ability to scale
provensolutions across a wide range of automated environments.
Megatrend in action: Automation
Smarter solutions for
workforce challenges
At a glance
– The global workforce is undergoing
afundamental transformation
– Labour is becoming an increasingly
scarce and costly resource
– Automation is now a necessity in the
newindustrial environment
A fundamental transformation is reshaping
globalmanufacturing. As experienced employees
exit the labour force, participation rates decline,
and attracting new talent becomes increasingly
difficult, the sector faces a structural and
persistent skills challenge.
Automation is now a necessity for many
manufacturers as they look to counter
persistent shortages of skilled labour
andrisingwage pressure.
That is where IMI’s technologies make
thedifference. Our innovative solutions are
being used to address critical staffing gaps,
improve process efficiency and manage the
increasing technical demands of modern
production environments.
Transforming manufacturing
As manufacturing processes evolve, our customers are seeking
automation solutions thatdeliver greater accuracy, consistency
andcontrol. Our advanced technologies are engineered to
optimise performance at every stage of production, from precise
material handling to highly repeatable actuation. By improving
reliability and reducing process variation, we help manufacturers
achieve higher output with fewer interventions, laying the
foundation for more flexible, efficient and scalable operations.
Enabling efficient, local manufacturing
Our automation components help our customers simplify complex
assemblies, reduce energy use and create compact systems
thatcan be built and maintained locally. By integrating multiple
functions into single manifold assemblies, we make it easier to
replicate high-performance processes close to end markets,
cutting cost and time while maintaining global standards.
Our Industrial Automation business is helping our customers
re-engineer the most labour-intensive stages of production.
Through end-of-line automation, manufacturers can increase
throughput and quality while reducing reliance on scarce labour,
boosting productivity and supporting the shift towards more
resilient, local manufacturing.
Executive insight
Our customers are under real pressure
to do more with less. IMI’s automation
solutions help them bridge critical
labour shortages while achieving new
levels of efficiency and reliability.
Tarak Chhaya
President, IndustrialAutomation
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How we win: from purpose to growth
IMI’s Healthcare exposure demonstrates how purpose and
performance align.
By enabling devices that improve diagnosis, treatment and patient
outcomes, we address a long-term growth market that expands
independently of the economic cycle.
Our technologies support this demand from inside the system,
unseen but indispensable, translating engineering excellence into
measurable social and financial value.
Megatrend in action: Healthcare
Precision engineering
that powers accuracy
At a glance
– Growing global demand for medical
devices driven by ageing populations,
increased access to care and a drive
forearlier diagnosis
– IMI components are embedded
worldwide in diagnostic, analytical and
medical systems including respiratory
and anaesthesia
– Long-term partnerships with global
industry-leading OEMs supporting
innovation, quality and regulatory
confidence
Healthcare is undergoing a profound
transformation. Ageing populations, rising
expectations and advances in medical science
are driving sustained global demand for
diagnostic and therapeutic technologies.
From early disease detection to critical care,
thefocus is shifting towards faster innovation,
greater accessibility and higher standards of
safety and reliability.
IMI’s precision-engineered components
sitatthe heart of this evolution.
Executive insight
The systems our customers build
protect or even save lives. Our role is
toensure they operate with absolute
precision because in healthcare, there
isno margin for error.
Kevin Curtin
President, Life Science
Invisible components, vitalperformance
IMI’s miniature valves, fluid control systems operate largely out
ofsight, within a wide range of medical devices to manage the
flow of gases and liquids in clinical and laboratory settings.
These components support the accuracy and consistency that
modern healthcare relies on, from delivering precision gas control
in respiratory and anaesthesia to enabling precise liquid handling
in diagnostic and analytical equipment.
In life-critical environments, dependable performance is essential.
IMI’s technologies are designed to operate reliably in demanding
conditions, supporting consistent device operation where
precision and control are vital for instrument operation.
Enabling faster, smarter innovation
Healthcare innovation depends on both precision and scalability. IMI
works closely with global medical device manufacturers from concept
through to production, helping shorten development cycles, validate
new technologies and bring systems to market efficiently.
Through custom sub-assemblies and co-engineered fluidic modules,
we help simplify system design and support scalable manufacturing,
while meeting regulatory and quality requirements.
Continued investment in digital integration and valve technology
will support next generation devices. These capabilities will help
enable a more data-driven, personalised approach to care.
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Sector reviews
Process Automation
Our sector
We engineer advanced fluid control automation
solutions that improve efficiency, sustainability
and safety in severe service applications — from
gas to conventional power, nuclear and beyond.
Through smart technologies and full life cycle
support — spanning design, commissioning,
monitoring, optimisation and upgrades — we
help our customers protect people and assets,
reduce emissions, minimise downtime, and
improve long-term performance.
The world’s energy systems are shifting. While
society remains dependent on fossil fuels, we
work closely with our customers to help them
operate as cleanly and efficiently as possible.
At the same time, we’re developing new
decarbonisation technologies, including
solutions to supportgreen hydrogen
production using renewable energy.
Hydrogen and other low-carbon fuels lookset
to play a growing part of the global energy mix
over the long-term. We’re proud to be part of
that transition — combining deep engineering
expertise, smart technologies, and long-term
partnerships to deliver lasting value for our
customers and theplanet.
Process Automation has had
another excellent year, with
strong order intake and
continued organic growth.
Consistent execution of
ourstrategy is creating
significantvalue.
Roby Buyung
President, Process Automation
Digitalisation presents considerable
opportunities to create value for our customers.
We are improving customer experience through
new digital tools and better purchasing access.
For example, our ‘Configure, Price, Quote’
(‘CPQ’) software tool has accelerated our
quotation process. By integrating CPQ with our
customer relationship management systems,
our sales teams can streamline the process of
configuring products, price them accurately
andexpedite quote proposals.
We are analysing higher-quality data and
investing in diagnostic tools and AI to provide
our customers with upgrade products and asset
monitoring solutions, which diagnose problems
before they occur. These tools can predict
equipment failures through the analysis of
sensor data. These are further steps in our
journey to provide predictive, rather than
preventative, solutions to our customers.
Market trends and our response
Geopolitical factors have brought increasing
attention to the energy sector, with countries
balancing their sustainability goals with
considerations of energy independence,
affordability, reliability and security.
In the age of electrification, AI and rapidly growing
data centre demand, natural gas is emerging as a
medium-term dependable and affordable fuel to
balance out renewable intermittency. Gas offers
the quickest ‘time to power’ to meet medium-term
demand. Gas-fired power and LNG markets are
benefitting from this demand. We have been
awarded a contract to supply severe service valves
for a new combined cycle power plant that, once
complete, will be one of the USA’s largest natural
gas-powered facilities, supporting the growing AI
and high-performance computing needs of
innovative technology companies.
We have also seen a resurgence in nuclear
energy this year, most notably in Japan, which
has restarted some of its nuclear reactors after
long periods of inactivity. The nuclear power
renaissance is expected to continue over the
coming decades. The small modular reactor
segment of the nuclear market is continuing
todevelop.
Revenue
£1,006m
2024: £906m
Organic revenue growth
+12%
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IMI plc Annual Report 202518
Priorities for 2026 and beyond
Our priorities for 2026 are to deliver on our
commitments to customers by providing products
and solutions that optimise productivity, safety and
reliability. The high-margin aftermarket underpins
our growth and we are accelerating this business
through even better customer coverage, data-
driven sales campaigns, upgrades and asset
monitoring solutions. Investment in new
technology, such as AI tools and digitalisation to
support customers and accelerate growth, is an
ongoing focus for 2026. New innovations will be
led by aftermarket solutions and expansion into
growth adjacencies aligned to energy transition
and electrification trends.
2025 highlights
Below, we outline our progress this year againstour strategic priorities of commercial excellence, market-led innovation and continuous
improvement, underpinned byourperformance culture.
Commercial
excellence
– Delivered organic aftermarket order growth of 11% (2024: 11% growth) by making further improvements to our
customer coverage and upgrades of IMI and competitor installed base via Growth Hub solutions. These include
our EroSolve, Retrofit3D, InSyt and Naval Fleet Availability aftermarket offerings
– Achieved high levels of customer satisfaction through customer engagement, on-time customer solutions
and digital tools to improve the purchasing experience and support processes
– Delivered another record order book of £875m, up 2% on 2024, driven by further progress in the high-margin
aftermarket and key project order wins in LNG, conventional power, and nuclear
Market-led
innovation
– Our Growth Hub programme delivered total orders of £147m in 2025 (2024: £137m)
– Advanced our innovation pipeline, with new solutions including severe service valves for fertiliser plants, smart
valve positioners and electric actuators. In the fertiliser market our new innovative retrofit solution provides
aquick-change trim that solves leakage issues from legacy equipment experienced by plant operators
Continuous
improvement
– Further simplification with the proposed disposal of our Truflo Marine business, expected to complete
inmid-2026
– Accelerated adoption of our CPQ tools across the business, streamlining the process of configuring
products, improving the accuracy of pricing and reducing time to quote
– Progressed procurement initiatives to support cost optimisation, supply chain resilience and
marketcompetitiveness
Performance
culture
– Invested extensively in training programmes for our commercial teams to provide the necessary skills
toimprove conversion rates and reduce time to productivity for new hires
Sector reviews continued
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IMI plc Annual Report 202519
Sector reviews continued
Industrial Automation
Our sector
We create fluid and motion control solutions
for our customers which enable smarter, safer,
more productive and sustainable operations.
Our pneumatic and electric motion systems
help automate and optimise manufacturing
and warehousing processes around the world.
We have partnered with customers in
industrial automation for over a century,
applying our experience and innovation
tocreate lasting value for their businesses.
Wesupport the automation of precision
manufacturing, product assembly, logistics
and packaging. By applying our deep
expertise, we can solve our customers’
toughest automation challenges, today and
tomorrow. Through increased productivity,
efficiency andsafety, our customers can
serve their owncustomers better, creating
sustainable competitive advantage and
delivering growth.
Industrial Automation performed
resiliently in 2025, despite some
significant market uncertainty.
Iam pleased with the strategic
progress made, particularly in
relation to how we serve our
largest customers.
Tarak Chhaya
President, Industrial Automation
With our global engineering and application
capabilities, we win in highly customised
applications where a fast response to customers
is crucial. Our Growth Hub initiatives allow us to
advance our innovations and we progressed
multiple projects in 2025. This includes an
end-of-line palletising automation solution for a
US vehicle manufacturer that was evaluated on
productivity, quality and cost and then scaled
across customer sites, and a dust filtration system
for a cement industry customer in Southeast Asia.
These innovations demonstrate our ‘test and
learn’ approach of creating a specific solution for
one or two customers, evaluating its impact and
then scaling it to our global customer base. We
booked more than £9m of new Growth Hub
orders in 2025 (2024: £1m) and expect to make
further progress in 2026.
Market trends and our response
Globaleconomic instability and heightened
geopolitical tensions led to uncertainty in
investment levels during 2025, despite strong
long-term growth drivers. Reflecting this
uncertainty, organic revenue was 1% lower
in2025.
Labour scarcity, availability and the drive
forincreased competitiveness are key trends
underpinning longer-term demand for
greaterautomation.
Digitalisation and AI are accelerating these
trends, with manufacturers seeking connected
and smarter products that optimise factory
management and operations. Our innovative
solutions are playing an important role, by
helping our customers integrate pneumatic
andelectric motion technologies with vision
systems, sensors and adaptive tooling, we
enable smarter, data-driven operations. In
addition, by combining valve islands with
smartsensors, switches, air preparation and
proportional control, we enable data acquisition
that powers predictive insights and next-
generation factory performance.
We are focused on leveraging our applications
engineering expertise to win in highly customised
applications where deep systems knowledge and
a fast response to our customers is crucial.
IMI’s sector focus has brought us even closer to
these customers over recent years, driving higher
levels of customer intimacy and satisfaction in
Industrial Automation, as well asbetter sharing
ofbest practices across IMI. Through our focus
on continuous improvement, we are reducing
operational complexity to maximise efficiency
andproductivity.
Revenue
£498m
2024: £508m
Organic revenue growth
-1%
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IMI plc Annual Report 202520
Priorities for 2026 and beyond
Our priorities for the next five years are clear.
Thefirst is to prioritise customer intimacy to
understand and solve their unique challenges,
focusing on our top 2,000 clients to enhance
thecustomer experience. We will continue to
develop innovative products and digital solutions
thatmeet specific customer requirements
anddrive continuous improvement across our
manufacturing footprint to enhance operational
agility. Finally, we will progress our aftermarket
strategy to support our key customers throughout
the full life cycle of the product byproactively
addressing customer feedback, improving service
quality and reducing lead times. This will create
more customer value andprovide us further
growth opportunities.
2025 highlights
Below, we outline our progress in 2025 againstour strategic priorities of commercial excellence, market-led innovation and continuous
improvement, underpinned byourperformance culture.
Commercial
excellence
– Maintained high levels of customer satisfaction
– Generated over 20% of revenues from website transactions and Electronic Data Interchange. We are focused
on increasing this metric to further enhance customer experience and operational efficiency
Market-led
innovation
– Achieved £9m of Growth Hub orders (2024: £1m) through scalable, platform-based solutions
– Our innovation pipeline is strong, and we are targeting a year-on-year increase in incremental orders from
Growth Hub projects in 2026, with some particularly exciting opportunities in rail and materials handling
Continuous
improvement
– Optimised our end-to-end sales & operational planning processes and continuous improvement through
targeted capital expenditure, aimed at delivering productivity gains and reducing lead times
– By leveraging Customer Relationship Management systems, Enterprise Resource Planning and AI, we have
been able to streamline quoting, pricing and support processes
Performance
culture
– Implemented a customised, three-day training programme ‘Masterclass’ to equip our commercial teams
withthe skills to foster accelerated growth
– Launched a training programme for our operational supervisors and team leaders, designed to create
future-ready leaders who can deliver exceptional results
Sector reviews continued
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IMI plc Annual Report 202521
Sector reviews continued
Climate Control
Our sector
We create innovative fluid control solutions
to help our customers optimise heating and
cooling systems, reduce energy use and
improve building comfort. Our valves,
actuators and digitally connected products
save our customers money on energy bills
and create greener buildings. Our intelligent
products enable smart temperature control,
creating a more comfortable indoor
environment for life and work. The
technology allows the temperature and
humidity in individual buildings to be
programmed for the optimumclimate.
Using our expertise and innovation, we work
in partnership with building users, designers,
architects and installers to help create
comfortable and efficient indoor climates. We
optimise energy use in existing buildings and
at the design stage of new buildings. With
buildings accounting for around 40%ofthe
EU’s energy consumption, and approximately
80% of household energy used for heating,
cooling and hot water, we are committed to
developing indoor climate control solutions
that enhance energy efficiency and reduce
environmental impact.
1 Source: European Commission
Climate Control delivered
another strong performance in
2025. We see continued good
demand for our innovative
solutions that reduce energy
consumption in buildings.
Stefano D’Agostino
President, Climate Control
Our growing portfolio of intelligent and
cost-effective connected products are also
accelerating growth. Connected products make
up around 25% of sales. They enable building
owners and facility managers to dynamically
manage their buildings’ heating and cooling
systems through data-driven insight and
solutions. OurTA-Smart connected control
valve has measurement capabilities and control
performance, helping to deliver accurate
temperature control, energy efficiency and
savings. Its size allows for seamless installation,
perfect in retrofit applications, all of which have
helped sales of TA-Smart to HVAC installers,
control contractors and data centre specialists
rise by over 50% in 2025.
One of our biggest growth opportunities is in
data centres. Climate Control’s solutions are
critical to the infrastructure and performance
efficiency of these facilities. Without effective
cooling, chip temperatures can rise to
unacceptable levels, causing hardware
malfunctions, system crashes and unplanned
outages. Humidity can also lead to condensation
and corrosion. We are seeing rapid growth in
data centres in our markets, where orders grew
from £7m in 2024 to £18m in 2025. We are well
placed to capitalise on growth of this vertical.
Market trends and our response
Our Climate Control sector is at the forefront
ofthe Heating Ventilation and Air Conditioning
industry (‘HVAC’). We work closely with customers
to develop solutions that address their needs and
drive positive environmental impact.
Demand for our products is being driven by the
cost of energy, tighter regulation and customer
focus on energy efficiency and sustainability.
While new construction activity in Europe
remains soft, our strong value proposition
inrenovation continues to drive growth.
In Europe, energy supply and security remain key
concerns given political and economic instability,
with countries seeking to implement energy
efficiency schemes including more thermostatic
control, hydronic balancing, granular measurement
and intelligence inbuildings.
The regulatory focus on energy efficiency within
buildings continues to strengthen. The revised
Energy Performance of Buildings Directive
(‘EPBD’), the EU’s legislative framework for
improving the energy and carbon performance
of buildings, came into force in 2024. Where
technically and economically feasible, all large
buildings in European member states with
energy consumption of over 290 kilowatts
willbe required to have mandatory building
automation and controls in place in 2026 and
smaller buildings that use 70 kilowatts or more
must be compliant by 2030. These regulations
will drive demand for our products, providing
atailwind to our growth over time.
The revised EPBD also highlights hydronic
balancing as a relevant efficiency measure that
Member States must consider within technical
building system requirements. While not mandated
universally, this increasing recognition — alongside
national regulations in markets such as Germany,
Sweden and the Netherlands — supports growing
interest in our residential hydronic solutions.
Revenue
£410m
2024: £389m
Organic revenue growth
+5%
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IMI plc Annual Report 202522
Priorities for 2026 and beyond
The continued development of innovations
using our Growth Hub model remains a sector
priority in 2026 and we will continue to create
new products to address our customers’ needs.
Building on our progress in 2025, we aim to
further enhance the customer experience
through new digital tools, giving us greater
visibility and data insights, as well as easier
purchasing access for customers. Finally, we will
continue investment to accelerate our growth in
the rapidly growing data centre vertical.
2025 highlights
Below, we outline our progress this year againstour strategic priorities of commercial excellence, market-led innovation and continuous
improvement, underpinned byourperformance culture.
Commercial
excellence
– Maintained a high customer satisfaction score in 2025
– Developed new digital tools to improve customer experience, including a tool for residential customers
toselect and purchase products more easily and an order-tracking portal
Market-led
innovation
– Launched four new products that further digitalise our offering, enable higher energy efficiency and protect
critical HVAC equipment:
- TA-Smart DP: the evolution of our iconic TA-Smart. The upgraded differential pressure sensor delivers
even more precise system performance control thanks to highly responsive differential pressure
regulation. With its capillary free design, installation is simpler and commissioning is faster
- The neo-K: a new electronic, app-controlled thermostatic radiator valve, which can be scaled across
residential homes in Europe. The neo-K’s hybrid technology allows for temperature balancing and
silentoperation
- TA Nano: a compact control product for small spaces that installs quickly and ensures precise
systembalancing
- Zeparo Cyclone Max: a new dirt separator with unique and patented cyclonic technology to protect
HVACsystems
– Strengthened our data centre offering by validating the durability of our solutions for use in next-generation
liquid-cooling applications, supporting high-density, energy-efficient data centres
Continuous
improvement
– Streamlined price lists and price points to a single pricing structure, cascaded across all products and
geographies, improving and accelerating the customer purchase process
– Introduced a new planning process that helps us better match what customers need with what we can
produce, improving delivery performance and reducing delays
– Streamlined inventory management to ensure we hold the right products at the right time, improving
efficiency across our supply chain
Performance
culture
– Strengthened our senior leadership team with the appointments of a new Strategy and M&A director
– Piloted a new programme rewarding and recognising colleague performance
– Implemented a global training programme for all managers on performance management, including how
togive feedback and create colleague development plans
– Strengthened the quality of the talent review process, increasing our focus on internal promotions
Sector reviews continued
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IMI plc Annual Report 202523
Sector reviews continued
Life Science & Fluid Control
Our sector
In Life Science we solve complex fluid and
detection challenges to diagnose disease
earlier and provide highly tailored, patient-
focused critical care.
Our high-precision components — including
valves, syringe pumps and detection
technologies — are designed to increase
throughput, improve analytical sensitivity and
maximise instrument uptime. This enables
faster, more reliable results from the world’s
most advanced analytical and diagnostic
platforms. We also support a wide range of
critical care systems, helping ventilators,
anaesthesia machines and other frontline
technologies operate safely and efficiently.
In Fluid Control, our precise, accurate and
robust solutions improve efficiency and
productivity, and also reduce waste and
downtime across a diverse range of industries.
With decades of deep application expertise,
weare a trusted partner to many ofthe
world’sleading OEMs.
Life Science & Fluid Control
was broadly flat in 2025 as
markets began to stabilise. We
create significant value for our
customers and are excited about
the opportunities forgrowth.
Kevin Curtin
President, Life Science
Our global business structure allows us to
support larger customers with their current
technology platforms as well as specialist
players developing novel solutions. In addition,
our customers want local, trusted experts that
can meet their design and manufacturing needs.
Ourregional technical capability allows our
engineers and scientists to collaborate directly
with our customers’ technology teams on
innovations, which facilitate next-generation
platform developments. Our fluidics and
detection expertise helps our customers’
optimise the ‘sample-to-answer’ workflow.
We are continuing to invest in technology,
people, factories, and processes. By doing so,
we will be ideally placed to deliver long-term
sustainable growth.
Market trends and our response
Advancements in personalised medicine,
continued focus on healthcare and scientific
advancements and an increasingly ageing
population are some of the major factors
drivingthe Life Science market. Through our
relationship with customers, we are attuned
tohow these trends impact the way in which
patients are diagnosed and treated. The need
forthe highest quality research, diagnostic,
andmedical instrumentation continues to rise,
underpinning long-term market growth.
The Life Science instrumentation market has
been challenging in recent years, with de-
stocking, geopolitical uncertainty and lower
government funding all contributing to reduced
end-customer demand.
We experienced a return to greater stability and
predictability in 2025. This was supported by
steady demand for analytical instruments which
use our ionisation and detection solutions and
increased levels of R&D spend by Life Science
OEMs. Rising global healthcare needs and
asubsequent focus on instrumentation is also
fuelling demand. The emergence of new OEMs,
particularly in China, is driving the expansion of
our customer base.
Revenue
£232m
2024: £236m
Organic revenue growth
Flat
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IMI plc Annual Report 202524
Priorities for 2026 and beyond
Moving forward, we are focused on expanding
and advancing our core technologies, utilising
our Growth Hub innovation methodology to
help customers progress their science and
technology platforms. We will also seek greater
exposure to high growth market applications.
Continued investment in our people and facilities
is a key component of our 2026 operational plan.
We will further develop our teams to ensure they
have the necessary skills and experience to solve
our customers’ most complex challenges. We will
also be expanding our European Life Science
headquarters in Switzerland and launching an
Innovation Centre at our US flagship site in
Palmer, Massachusetts, further strengthening
ourproduct development capabilities.
2025 highlights
Below, we outline our progress in 2025 against our strategic priorities of commercial excellence, market-led innovation and continuous
improvement, underpinned by our performance culture.
Commercial
excellence
– Improved customer satisfaction through continued engagement and new value-add productofferings
– Communication of the One IMI operating model to demonstrate and sell the full breadth of solutions
intheIMI portfolio
Market-led
innovation
– Introduced our new range of Active Mass Flow Control products, expanding our market reach with high-pressure
solutions delivering up to 40 L/min and 10 bar, ideal for demanding analytical and bioprocess applications
– Continued our applications engineering work with OEMs to support their next generation instrument
prototypes and launches
– Developed new solutions with our unique pressure-based pipettor technology for a high-speed fluid
controlapplication
– Delivered a valve manifold system to improve beverage dispense quality at low temperatures for a food
&beverage customer
Continuous
improvement
– Continued investment in technology, operations and people to increase throughput, productivity and
optimise on-time delivery across our manufacturing processes. During the year, we:
- improved production processes across our facilities, including new automated test equipment at our
UKHigh Voltage power supply facility;
- optimised our ceramic Printed Circuit Board (‘PCB’) fabrication line in our Sydney electron multiplier process;
- introduced AI-enabled inspection processes in glass fabrication at our site in Palmer, Massachusetts; and
- added new high throughput coil fabrication capabilities at our FAS facility in Switzerland
Performance
culture
– Strengthened our Life Science senior leadership team with the appointment of a number of industry experts
who bring direct laboratory and instrumentation experience
– Implemented global training programmes across the business to improve supervisory leadership skills and
develop next generation talent
Sector reviews continued
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IMI plc Annual Report 202525
Sector reviews continued
Transport
Our sector
We are at the heart of progress in making
cleaner, safer and more efficient commercial
vehicles. Our solutions help engines become
more fuel-efficient, improve chassis
aerodynamics and enhance safety and
drivercomfort.
Working in close partnership with our
customers, we are developing innovative
technologies that reduce emissions from
commercial vehicles, helping them to meet
increasingly stringent emission regulations.
We are also developing new products to
support zero emission technologies. Our
advanced thermal management technology
helps to ensure the maximum efficiency of
battery and fuel cell powered commercial
vehicles as ourcustomers explore viable
alternatives todiesel.
While markets remain
highlyuncertain, we made
goodprogress in the year.
Welaunched a number of
innovative new products and
aredelivering significant
operational improvements.
Neville Rudd
President, Transport
Market trends and our response
The global commercial vehicle market was very
mixed in 2025. While Europe and Asia remained
resilient, the North American market has been
volatile as geopolitical uncertainty and regulatory
changes led to a significant market downturn in
the second half of the year.
Despite the short-term headwinds, we
seeastrong opportunity to support our
customers developing the next generation
ofcommercial vehicles.
Increasingly stringent emissions standards,
including Euro 7, China VII and the EPA27
regulation in North America are placing
increasing pressure on global commercial
vehicle manufacturers. With our strong
customer relationships and deep sector
knowledge, we are well placed to support our
customers through these challenges and
increase the value we create on every vehicle.
Development of zero emissions vehicles
iscontinuing, and although markets are
progressing at different rates, supporting
ourcustomers on this transition presents
asignificant long-term opportunity for IMI.
Wehave developed an innovative range of
solutions to support fuel cell and battery
thermalmanagement, receiving excellent
customer feedback, and are well placed to
capitalise when demand accelerates.
Revenue
£158m
2024: £171m
Organic revenue growth
-6%
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IMI plc Annual Report 202526
Priorities for 2026 and beyond
Our key priorities for 2026 are to improve financial
returns and strengthen internal capability through
further training and development. We will
continue to focus on value engineering to improve
margins and will maximise our return on invested
capital through strict working capital management
and the application of flexible manufacturing
technologies. We will also continue to launch new
higher added value products, driving down costs
through sourcing and process improvements.
2025 highlights
Below, we outline our progress in 2025 against our strategic priorities of commercial excellence, market-led innovation and continuous
improvement, underpinned by our performance culture.
Commercial
excellence
– Continuing to win new business, including a large OEM customer in China for their large transmission
product and a large European OEM for a product to help them meet the new emissions requirements
– Taken strong action to qualify our products for tariff exemption in North America
Market-led
innovation
– Launched our technically advanced line of pneumatic switches for seats in heavy goods vehicles,
securingcontracts with European and Chinese customers
– Tested and approved new magnets (not containing rare earth metals) to ensure continuity
ofcustomersupply
– Launched our first generation of high-flow, thermal management valves for fuel cells
– Expanded our customer base for our Smart Wastegate valve into Europe
– Launched a new generation of our air-inlet throttle
Continuous
improvement
– Developed three-year plans for all major products, to address long-term profitability and market pricing
– Significantly reduced working capital in the business
Performance
culture
– Strengthened our senior leadership team with the appointment of two new regional general managers
inourkey China and North America markets
– Implemented targeted initiatives at our Queretaro facility in Mexico, including launching formalised
trainingplans for all team leaders and supervisors
– Delivered improvements in employee engagement scores (as defined on page 29)
– Restructured our sales teams in North America and China to enhance capability
Sector reviews continued
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IMI plc Annual Report 202527
Key Performance Indicators
Another year
of strong progress
The Key Performance Indicators (‘KPIs’) set out
below represent financial and non-financial
measures which are integral to the delivery
ofourstrategy and are used to track progress.
Our KPIs have been designed to drive IMI
towards meeting our strategic objectives
outlined in our business model (seepage 5
fordetails). The Alternative Performance
Measures (‘APMs’) used as KPIs (organic
revenuegrowth, adjusted profit before tax,
cashconversion, return on invested capital
andadjusted basic earnings per share) are
defined in Note 3.
Financial
Organic revenue growth
(%)
Target: >5% growth
2023 2024 2025
6
4
5
Why is this a KPI?
Delivering consistent growth is an
importantpart of building sustainable
valueforshareholders.
Definition
Organic revenue is stated at constant
exchange rates and excludes the incremental
effect of acquisitions and disposals. For 2025
that means adjusting for the impact of the
TWTG acquisition (October 2024) and IMF
disposal (April 2024).
Performance
Organic revenue growth was 5% in 2025
reflecting the continued delivery of our
unifyinggrowth strategy.
Adjusted profit beforetax
(£m)
Target: >5% growth
418.8
442.4
Why is this a KPI?
Growing our profits will ultimately generate
valuefor our shareholders and create more
opportunity to invest further.
Definition
The Group’s adjusted profit before tax
isdescribed in Note 3, which ensures
aconsistentbasis for comparison.
Performance
Adjusted profit before tax growth was 6%
in2025, above our 5% target. This strong
performance reflects the commercial and
operational focus during the year.
Remuneration
Read more on pages 104 to 126
Cash conversion
(%)
Target: >90%
89
92
96
Why is this a KPI?
Cash generation supports investment in our
business and enables the Group to provide
returns to shareholders through dividends.
Strongcash generation also ensures a strong
balance sheet, giving customers and suppliers
confidence in the future of the Group.
Definition
Cash conversion is the adjusted operating
cashflow as a percentage of the adjusted
operating profit.
Performance
Cash conversion was 96% in 2025, reflecting
our strong profit performance and continued
focus on working capital management.
Return on invested capital
(%)
Target: >12%
13.1
13.4
14.0
Why is this a KPI?
The measure provides an indication of IMI’s
ability to deploy capital effectively.
Definition
Adjusted operating profit after tax divided by
average capital invested. Capital invested is
defined as net assets adjusted to remove net
debt, restructuring provisions, derivative
assets/liabilities, defined benefit pension
position (net of deferred tax) and to reverse
historical impairments of goodwill and
amortisation of acquired intangible assets.
See the calculation onpage 35
Performance
The Group’s return on invested capital
increased to 14.0% reflecting the increased
profitability of the business compared to
the prior year.
Remuneration
Read more on pages 104 to 126
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IMI plc Annual Report 202528
Non-financial
Adjusted basic earnings pershare
(pence)
Target: >5% growth
116.8
122.5
132.3
Why is this a KPI?
Creating consistent long-term value
forshareholders.
Definition
Adjusted profit after tax divided by
theweighted average number of basic
ordinary shares.
Performance
Adjusted earnings per share increased by
8% inthe year to 132.3p, in line with of our
growthtarget.
Remuneration
Read more on pages 104 to 126
Total Recordable Incident
Frequency Rate (per 200,000 hours)
Target: 0.00
2023 2024 2025
0.44
0.38
0.28
Why is this a KPI?
The health and safety of all who work at
IMIisparamount. Ensuring a safe working
environment is closely linked to our business
success, including attracting and retaining
the best talent.
Definition
We measure our progress in this area by
tracking the number of recordable work-
related injuries per 200,000 hours worked
(‘TRIFR’ rate). This includes all our people
and contractors.
Performance
In 2025 our TRIFR rate was 0.28 with no
fatalities, which keeps IMI firmly in the top
quartile of the industry and was a reduction
against 2024. We remain committed to
supporting our newly acquired sites in
adopting IMI’s rigorous safety standards
which will contribute to further reductions
in these figures in the future.
Employee engagement
(%)
Target: >80%
77
79
79
Why is this a KPI?
The engagement of our employees is key to
retaining the existing skills and promoting
and attracting employees who bring new
ideas andcapabilities.
Definition
We carry out an annual anonymised survey
ofemployees – One Big Voice – and use
the response to the question, ‘I would
recommend IMI as a great place to work’,
asa gauge of employee engagement.
Performance
With an engagement score of 79% in 2025,
wecontinue to maintain a high percentage
ofemployees that see IMI as a great place to
work. We are pleased to see that IMI continue
to outperform external benchmarks.
CO
2
intensity
(gross tCO
2
e per £m of revenue)
Target: 12.2 or lower by 2030
2023 2024 2025
17.6
16.7
14.2
Why is this a KPI?
Our purpose, Breakthrough engineering
forabetter world, drives our strategy and
our ambition, including our commitment to
reduce our CO
2
intensity by 60% by 2030
(based on 2019 Scope 1 & 2 emissions).
Definition
We measure our progress in this area by
tracking our total CO
2
intensity. This is
calculated by looking at the ratio of total
Scope 1 & 2 emissions (tonnes CO
2
e) per
£m of revenue generated.
See page 55 for details ofthe calculation
Performance
In 2025 our CO
2
intensity reduced to 14.2,
reflecting the Group’s continued focus on
identifying and delivering on projects to
reduceour carbon emissions.
Remuneration
Read more on pages 104 to 126
Return on invested capital, adjusted earnings
per share and CO
2
intensity are performance
targets for the 2024, 2025 and 2026 IMI
Incentive Plan (‘IIP’). Adjusted profit before
tax is a performance target for the annual
incentive scheme. Read more on page 109
CO
2
intensity
CO
2
intensity was previously calculated as the ratio of total Scope 1 & 2 emissions (tonnes CO
2
e)
per 1,000 hours worked. In 2025 we updated this metric to report total Scope 1 & 2 emissions
(tonnes CO
2
e) per million pounds of revenue as a unit of comparison, to better reflect our
operational performance. The 2023 and 2024 metrics have been restated on this basis. For
further information, see page 103.
Key Performance Indicators
continued
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IMI plc Annual Report 202529
Financial review
Another strong
performance
in2025
Luke Grant
Chief Financial Officer
Key highlights
Adjusted
1
Statutory
2025 2024 Change Organic
4
2025 2024 Change
Revenue £2,304m £2,210m +4% +5% £2,304m £2,210m +4%
Operating profit £460m £436m +6% +8% £422m £356m +19%
Operating margin 20.0% 19.7% +30bps 18.3% 16.1% +220bps
Profit before tax £442m £419m +6% £419m £330m +27%
Basic EPS 132.3p 122.5p +8% 124.3p 96.0p +29%
Dividend per share 34.2p 31.1p +10% 34.2p 31.1p +10%
Free cash flow
2
£290m £263m +10%
Return on
investedcapital
3
14.0% 13.4% +60bps
Net debt/EBITDA 1.0x 1.0x
1 Excluding the effect of adjusting items as reported in the consolidated income statement. See Note 3 for
definitions of Alternative Performance Measures.
2 Free cash flow before corporate activity – dividends, M&A and share buybacks.
3 Post-tax return on invested capital, as described in Note 3 to the financial statements.
4 After adjusting for acquisitions, disposals and exchange rates (see Note 3).
Certain Alternative Performance Measures (‘APMs’) have been included within this Annual Report. These APMs are
used by the Executive Committee to monitor and manage performance, in order toensure that the decisions
taken align with IMI’s long-term interests. Movements in revenue and adjusted operating profit are given on an
organic basis (see definition in Note 3 to the financial statements) so that assessment of performance is not
distorted by acquisitions, disposals and movements in exchange rates. Rationale for the use of APMs, their
definition, and a reconciliation ofAPMs to statutory measures is included in Note 3 to the financial statements.
Strong financial performance
IMI delivered another strong financial performance in 2025, as revenue, profit and adjusted
operating margin all improved. Revenue increased by 4% to £2,304m (2024: £2,210m). Organic
revenue was 5% higher than 2024, after adjusting for exchange rate movements and M&A activity in
the prior year. The exchange rate adjustment was negative £17m (2024: negative £66m).
Adjusted operating profit of £460m (2024: £436m) was 6% higher than last year. On an organic basis,
adjusted operating profit increased by 8%. The adjusted operating margin increased to 20.0%
(2024: 19.7%).
Statutory operating profit was £422m (2024: £356m), which increased by 19%. IMI’s statutory
operating margin was 220bps higher than last year, largely reflecting the strong trading result and
the conclusion of the multi-year restructuring programme.
The execution of our growth
strategyis creating significant value for
shareholders, and we delivered another
strong performance in 2025.
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 202530
Adjusted net financing costs on net borrowings increased to £15.8m (2024: £14.8m), largely
reflecting higher interest rates on refinanced debt and includes the impact of £2.9m (2024: £2.8m)
interest cost on leases. The total adjusted net financial expense was £17.7m (2024: £16.7m) after
considering the net financial expense relating to defined benefit pension schemes of £1.9m
(2024: £1.9m). Statutory net finance costs decreased to £3.9m in the year (2024: £25.8m), largely
due to a £13.8m gain on the revaluation of financial instruments and derivatives under IFRS 9
(2024: £9.1m loss). See Note 8 for further details.
Adjusted net financing costs on borrowings were covered 35 times (2024: 36 times) by adjusted earnings
before interest, tax, depreciation, amortisation, impairment and adjusting items of £550m (2024: £526m).
Adjusted profit before taxation was £442m (2024: £419m), which was 6% higher than 2024. Statutory
profit before taxation increased 27% to £419m (2024: £330m). The total statutory profit for the
period after taxation was £310m (2024: £249m).
Platform results
Automation
Automation specialises in the design and manufacture of fluid and motion control solutions that enable
a diverse range of industries, to operate more efficiently, safely and sustainably. Our Process Automation
sector supports vital process and energy industries whilst Industrial Automation helps create the smart,
safe and sustainable factories, production lines and warehouse operations of the future.
Adjusted Statutory
£m 2025 2024 Change Organic
2
2025 2024 Change
Revenue
Process Automation 1,006 906 +11% +12% 1,006 906 +11%
Industrial Automation 498 508 -2% -1% 498 508 -2%
Total Revenue 1,504 1,414 +6% +8% 1,504 1,414 +6%
Operating profit 314 289 +9% +11% 301 241 +25%
Operating margin 20.9% 20.5% +40bps 20.0% 17.0% +300bps
1 Excluding the effect of adjusting items as reported in the consolidated income statement. See Note 3 for
definitions of Alternative Performance Measures.
2 After adjusting for acquisitions, disposals and exchange rates (see Note 3 to the financial statements).
Process Automation (£m) 2025 2024 Change Organic
1
Closing order book 875 857 +2%
Order intake:
Aftermarket 658 601 +9% +11%
New Construction 413 413 – –
Total order intake 1,071 1,014 +6% +7%
1 After adjusting for acquisitions, disposals and exchange rates (see Note 3 to the financial statements).
Automation delivered strong organic revenue growth of 8%, with revenue also up 6% on a statutory
basis after accounting for foreign exchange movements and the impact of TWTG, acquired in
October 2024.
Process Automation had an excellent year, with organic revenue 12% higher than the prior period and
11% higher on a statutory basis. Order intake was up 7% organically with particular strength in
Conventional Power and Nuclear as our innovative solutions support the rapidly increasing demand
for energy from data centres and widespread electrification.
We made further progress in the high-margin aftermarket, where orders increased by 11% organically.
New Construction orders were flat organically, reflecting the one-off Marine order in the comparator.
The Process Automation order book at the year-end was 2% higher than the prior year.
Industrial Automation organic revenue was 1% lower than 2024, in line with softer global industrial
activity. Revenue was down 2% on a statutory basis.
Automation adjusted operating profit increased by 11% on an organic basis and the adjusted
operating margin improved by 40bps to 20.9%. Statutory operating profit increased by 25% to £301m
in the year.
We expect to deliver good growth in 2026, supported by the record order book in Process
Automation and continued resilience in Industrial Automation, which is expected to be flat to
modestly higher organically.
Life Technology
Life Technology develops fluid and motion control solutions that enhance and improve the quality
of life across three key sectors. Climate Control’s innovative solutions help customers optimise
heating and cooling systems, reduce energy consumption and improve building comfort. Life
Science & Fluid Control develops solutions that empower our Life Science customers to improve
patient-focused critical care and diagnose disease earlier and our Fluid Control customers to
accelerate the safety, reliability and performance of everyday activities. Transport is at the heart of
advancing commercial vehicles and our cutting-edge technology helps manufacturers to radically
reduce emissions and improve vehicle safety.
Adjusted Statutory
£m 2025 2024 Change Organic
2
2025 2024 Change
Revenue
Climate Control 410 389 +5% +5% 410 389 +5%
Life Science & Fluid Control 232 236 -2% – 232 236 -2%
Transport 158 171 -8% -6% 158 171 -8%
Total Revenue 800 796 +1% +1% 800 796 +1%
Operating profit 146 146 – – 121 116 +5%
Operating margin 18.2% 18.4% -20bps 15.2% 14.5% +70bps
1 Excluding the effect of adjusting items as reported in the consolidated income statement. See Note 3 for
definitions of Alternative Performance Measures.
2 After adjusting for acquisitions, disposals and exchange rates (see Note 3 to the financial statements).
Financial review continued
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IMI plc Annual Report 202531
Financial review continued
Life Technology delivered another resilient performance, despite some uncertain markets. Revenue
was up 1% organically and also up 1% on a statutory basis after accounting for the impact of foreign
exchange movements and the disposal of a French subsidiary, Industrie Mecanique Pour Les Fluides
SA, in April 2024.
Climate Control organic revenue was 5% higher than the prior year as we saw continued demand for
our products that reduce energy consumption in buildings. We also benefitted from our growing
portfolio of smart connected products, including those supporting advanced cooling technologies
in data centres. Statutory revenue was 5% higher than 2024.
Life Science & Fluid Control organic revenue was flat in 2025 as the global life science device market
began to stabilise. Statutory revenue was 2% lower.
Transport organic revenue was 6% lower than 2024, in line with the global heavy duty truck market.
Statutory revenue was 8% lower than the prior year.
Life Technology adjusted operating profit was flat on an organic basis and the adjusted operating
margin decreased by 20bps to 18.2%. Statutory operating profit increased by 5% to £121m in the year.
We expect the Life Technology platform to show modest organic growth in 2026, reflecting
continued good demand in Climate Control and stability within Life Science & Fluid Control.
Transport is expected to be broadly flat, in line with the global heavy duty truck market.
Adjusting items
£m 2025 2024
Reversal of net economic hedge contract gains (7) (2)
Response to cyber incident (27) –
Restructuring costs – (55)
Acquired intangible amortisation and other transaction items (29) (29)
Gains/(losses) on instruments measured at fair value through profit or loss 14 (9)
Gain on disposal of property 25 –
Gain on disposal of subsidiaries – 6
Tax in connection with the above adjusting items – 23
Other adjusting tax items 4 (3)
Total adjusting items (20) (69)
Adjusting items that are excluded from adjusted profit before tax are listed below:
– Reversal of net economic hedge contract gains: For segmental reporting purposes, changes in
the fair value of economic hedges which are not designated as hedges for accounting purposes,
together with the gains and losses on their settlement, are included in the revenues and adjusted
operating profit of the relevant business segment. The adjusting item reverses this treatment at an
operating profit level, leading to a loss of £7m (2024: £2m loss).
– Response to cyber incident: As announced on 6 February 2025, IMI experienced a cyber attack
during the first quarter which temporarily impacted certain operations. A £27m adjusting item has
been recognised in the year for matters including IT systems recovery, risk management,
upgraded IT infrastructure and advisory costs.
– Restructuring costs: Restructuring costs of £55m were incurred in 2024. The programme has now
concluded. Restructuring costs associated with our current business are no longer recorded
within adjusting items.
– Acquired intangible amortisation and other transaction items: Acquired intangible amortisation is
excluded from adjusted profits, to allow for comparability of the performance across platforms.
Acquired intangible amortisation decreased to £26m (2024: £28m). Other transaction costs
increased to £3m (2024: £1m), predominantly reflecting the agreed sale of Truflo Marine to
Fairbanks Morse Defense.
– Gains/losses on instruments measured at fair value through profit or loss: A gain arose on the
revaluation of financial instruments and derivatives under IFRS 9 of £14m (2024: £9m loss).
– Gain on disposal of property: IMI disposed of a property in Rancho Santa Margarita, California,
resulting in a gain on disposal of £25m.
– Gain on disposal of subsidiaries: IMI disposed of a French subsidiary, Industrie Mecanique Pour
Les Fluides SA, on 25 April 2024 resulting in a gain on disposal of £6m.
– Taxation: A £4m tax charge was recognised as an adjusting item in connection with the transfer of
businesses. In 2024, there was a £5m charge relating to the transfer of businesses, offset by a
£23m credit associated with the tax effect of other adjusting items and a £2m credit relating to the
release of a restructuring provision.
Taxation
The adjusted effective tax rate increased to 25.4% (2024: 24.3%), largely reflecting a deferred tax
benefit obtained in the prior year and the non-repeat of favourable settlements. The total adjusted
tax charge for the year was £112m (2024: £102m) and the statutory effective tax rate was 25.9%
(2024: 24.8%). IMI seeks to manage its tax affairs within its core tax principles of compliance,
fairness, value and transparency, in accordance with the IMI Corporate Tax Strategy which is
available on IMI’s corporate website. Our guidance assumes that the adjusted effective tax rate will
increase to 26.3% in 2026.
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IMI plc Annual Report 202532
Adjusted basic earnings per share increased by 8%
The average number of shares in issue during the period was 249m (2024: 259m), resulting in
adjusted basic earnings per share of 132.3p (2024: 122.5p), an increase of 8%. Statutory basic
earnings per share increased by 29% at 124.3p (2024: 96.0p) and statutory diluted earnings per
shareincreased by 29% at 123.8p (2024: 95.6p).
Sale of Truflo Marine agreed
In November 2025 IMI entered into an agreement to sell its Truflo Marine business to Fairbanks
Morse Defense for an enterprise value of £225m. The transaction is expected to complete in
mid-2026.
Derisking the UK pension scheme
There was a £26m cash outflow in the first half of 2025 relating to a loan made to the IMI 2014
Deferred Fund, the closed UK defined benefit pension scheme. This loan was supporting the wind-up
of the fund whilst the remaining assets within the scheme matured. £18m of this loan was repaid
during the second half of 2025, supported by a £4m contribution to the scheme in December. The
loan was repaid in full in January 2026, with the buy-out of the scheme completed in February 2026.
Dividend
The Board is recommending a 2025 final dividend of 23.2p per share (2024: 21.1p per share).
Payment will be made on 15 May 2026 to shareholders on the register at the close of business on
7 April 2026.
The last date to elect for the Dividend Reinvestment Plan (‘DRIP’) is 23 April 2026. The IMI DRIP
isprovided by Equiniti Financial Services Limited. The DRIP enables the Company’s shareholders
toelect to have their cash dividend payments used to purchase the Company’s shares.
Moreinformation can be found at www.shareview.co.uk/info/drip.
Share buyback
Given the strong performance in 2025, our outlook for 2026 and our commitment to maintaining
anefficient balance sheet, we are pleased to announce a £500m share buyback programme.
Maintaining continued cash discipline
Movement in net debt
2025
£m
2024
£m
Adjusted EBITDA
1
549.5 526.3
Working capital movements 2.5 (21.5)
Capital and development expenditure (98.6) (91.5)
Provisions and employee benefit movements
2
3.2 (1.7)
Principal elements of lease payments (27.8) (28.6)
Other 11.4 18.8
Adjusted operating cash flow
3
440.2 401.8
Adjusting items (32.2) (40.7)
Interest (15.8) (14.8)
Derivatives (2.6) 14.6
Tax paid (99.7) (97.9)
Free cash flow before corporate activity 289.9 263.0
Dividends paid to equity shareholders (80.6) (76.0)
Acquisition of subsidiaries – (18.2)
Disposal of subsidiaries – 17.5
Net (purchase)/issuance of own shares (200.1) (97.1)
Net cash flow (excluding debt movements) 9.2 89.2
Reconciliation of net cash to movement in net debt
Net increase in cash and cash equivalents excluding foreign exchange 9.1 37.4
Less: cash acquired/disposed – 1.8
Net repayment of borrowings excluding foreign exchange and net debt
disposed/acquired 0.1 50.0
Decrease in net debt before acquisitions, disposals and foreign exchange 9.2 89.2
Net cash acquired/disposed – (4.7)
Currency translation differences (0.3) (4.7)
Movement in lease liabilities 6.0 11.1
Movement in net debt in the year 14.9 90.9
Net debt at the start of the year
4
(547.7) (638.6)
Net debt at the end of the year
4
(532.8) (547.7)
1 Adjusted profit after tax (£330.0m) before interest (£17.7m), tax (£112.4m), depreciation (£70.2m), amortisation
(£17.6m) and impairment (£1.6m).
2 Movement in provisions and employee benefits as per the statement of cash flows (£11.8m) adjusted for the
movement in restructuring provisions (£15.0m).
3 Adjusted operating cash flow is the cash generated from the operations shown in the statement of cash flows,
less cash spent acquiring property, plant and equipment, non-acquired intangible assets and investments;
plus cash received from the sale of property, plant and equipment and the sale of investments, excluding the
cash impact of adjusting items; a reconciliation is included in Note 19 to the financial statements.
4 Net debt as defined in Note 3 to the financial statements
Financial review continued
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IMI plc Annual Report 202533
Financial review continued
Adjusted operating cash flow was £440m (2024: £402m). This represents a conversion rate of total
adjusted operating profit to adjusted operating cash flow of 96% (2024: 92%). There was a £32m
cash outflow from adjusting items (2024: £41m outflow), including a £4m (2024: nil) outflow related
to a contribution made to the IMI 2014 Deferred Fund, the closed UK defined benefit pension
scheme, to support the wind-up of the fund.
Net working capital balances decreased by £3m, with a £31m reduction in inventory offset by a £26m
increase in receivables and a £2m reduction in payables. The £22m increase in 2024 was due to a
£43m increase in payables offset by a £41m increase in receivables and a £24m increase in inventory.
Cash spent on property, plant and equipment and other non-acquired intangibles in the year was
£99m (2024: £92m), which was equivalent to 1.6 times (2024: 1.5 times) depreciation and
amortisation thereon. IMI continues to deploy capital to support growth and improve the efficiency
of its operations, including projects that support our net zero carbon target.
Research and development spend, including capitalised intangible development costs of £7m
(2024: £8m), totalled £72m (2024 restated – see Note 5: £69m), representing 3.1% (2024 restated –
see Note 5: 3.1%) of sales. IMI continues to support investment in growth, with this spend focused
on delivering innovative new solutions. As this measure focuses primarily on the efforts of the
engineering function, it does not fully capture the cross-functional support in Growth Hub initiatives
– a significant further investment alongside our research and development spend.
In 2025, IMI paid cash tax of £100m (2024: £98m), which was 92% (2024: 120%) of the statutory tax
charge for the year.
Free cash flow before corporate activity (dividends, M&A and share buybacks) increased to £290m
(2024: £263m).
Dividends paid to shareholders totalled £81m (2024: £76m) and there was a cash outflow of £201m in
relation to the share buyback programme (2024: £100m outflow). In addition, there was a cash inflow
of £1m associated with the issue of share capital for employee share schemes (2024: £3m inflow).
Overall net debt reduced by £15m in 2025 (2024: £91m decrease).
Strong balance sheet offers strategic flexibility
Net debt at the year-end was £533m, compared to £548m at the end of 2024. The reduction reflects
the strong trading result, offset by the return of capital to shareholders in the year. The net debt is
composed of a cash balance of £116m (2024: £148m), a bank overdraft of £44m (2024: £91m),
interest-bearing loans and borrowings of £522m (2024: £515m) and lease liabilities of £83m
(2024: £89m). Within these balances, cash and cash equivalents of £4m (2024: nil) and lease
liabilities of £5m (2024: nil) have been classified as held for sale.
The year-end net debt to adjusted EBITDA ratio was 1.0 times (2024: 1.0 times). At the end of 2025,
loan notes totalled £522m (2024: £515m), with a weighted average maturity of 3.2 years (2024: 2.6
years), and other loans including bank overdrafts totalled £44m (2024: £91m). Total committed bank
loan facilities available to IMI at the year-end were £300m (2024: £300m), of which nil (2024: nil)
was drawn.
At 31 December 2025, the value of IMI’s intangible assets, including goodwill, was £886m
(2024: £925m). This includes £14m (2024: nil) classified as held for sale.
The net book value of IMI’s property, plant and equipment at 31 December 2025 was £335m
(2024: £301m), of which £9m (2024: nil) has been classified as held for sale. Capital expenditure on
property, plant and equipment amounted to £82m (2024: £75m), with the main capital expenditure
focused on production facility investment to support operational efficiency and growth. Including
capitalised intangible assets, total capital expenditure was £99m (2024: £92m) and was 1.6 times
(2024: 1.5 times) the depreciation and amortisation charge (excluding acquired intangible
amortisation and lease asset depreciation) for the year of £60m (2024: £62m).
The net deficit for defined benefit obligations at 31 December 2025 was £37.3m (2024: £47.4m
deficit). The UK surplus was £0.3m (2024: £3.3m deficit), with the liabilities fully bought-in during
2022. The buy-out of these liabilities completed in February 2026. The deficit in the overseas funds
as at 31 December 2025 was £37.6m (2024: £44.1m deficit).
IMI plc (the parent company) had distributable reserves of £303m as at 31 December 2025
(2024: £304m) and £656m as at 5 March 2026.
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IMI plc Annual Report 202534
Return on invested capital (‘ROIC’)
IMI uses ROIC as an indication of IMI’s ability to deploy capital effectively. IMI’s fully burdened
definition of ROIC is adjusted operating profit after tax divided by average capital invested. Capital
invested is defined as net assets adjusted to remove net debt, restructuring provisions, derivative
assets/liabilities, defined pension position (net of deferred tax) and to reverse historical impairments
of goodwill and amortisation of acquired intangibles.
ROIC was 14.0% in 2025 (2024: 13.4%), which increased by 60bps, reflecting the strong
tradingperformance.
Return on invested capital
2025
£m
2024
£m
Adjusted operating profit 460.1 435.5
Notional tax charge (116.9) (105.8)
Net adjusted operating profit after tax 343.2 329.7
Net assets 1,109.1 1,085.1
Adjusted for:
Net debt 532.8 547.7
Restructuring provision 11.9 26.1
Net derivative assets/liabilities (7.0) 6.4
Net defined benefit pension deficit 37.3 47.4
Deferred tax on employee benefits (10.7) (13.0)
Previously written-off/impaired goodwill 346.9 346.9
Acquired intangibles amortisation 432.3 403.9
Closing capital invested 2,452.6 2,450.5
Opening capital invested 2,450.5 2,458.4
Average capital invested 2,451.6 2,454.5
Return on invested capital 14.0% 13.4%
Foreign exchange
The income statements of overseas operations are translated into Sterling at average rates of
exchange for the year, balance sheets are translated at year-end rates. The most significant
currencies are the Euro and the US Dollar – the relevant rates of exchange were:
Average Rates Balance Sheet Rates
2025 2024 2025 2024
Euro 1.17 1.18 1.15 1.21
US Dollar 1.32 1.28 1.35 1.25
The movement in average exchange rates between 2024 and 2025 negatively impacted both
revenue and adjusted operating profit by 1% in the full year when compared to 2024.
If exchange rates as at 13 February 2026 of €1.15 and US$1.37 were projected for the full year and
applied to our 2025 results, it is estimated that both revenue and adjusted operating profit would be
broadly neutral.
Treasury
IMI has a centralised Treasury function that provides treasury services to IMI companies including
funding liquidity, credit, foreign exchange, interest rate and base metal commodity management.
The IMI Treasury function manages financial risks in compliance with Board-approved policies.
Luke Grant
Chief Financial Officer
Financial review continued
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IMI plc Annual Report 202535
Stakeholder engagement
Our stakeholders
We actively engage with our key stakeholder groups,
recognising their influence on our strategic goals and value
creation. We understand that our activities can impact
these stakeholders, so we strive to develop and maintain
positive, productive relationships while seeking to address
their needs.
Where making strategic decisions, we assess the impact on affected
stakeholders, balance competing interests and where appropriate,
engage directly with them on the topic.
To support Board discussions and decision-making, the Board engages with
the IMI’s key stakeholders both directly and indirectly through formal and
informal channels throughout theannual cycle. This section provides a
summary of IMI’s keystakeholders, why and how we engage and outcomes
of ourengagement. Further information can be found in our Section 172
statement on pages 90 to 92 and in our Corporate Governance Report on
pages 86, 87 and 88.
Investors and funding providers
Why we engage:
Support from our investors and funding providers is crucial for IMI to execute its growth
strategy. We aim to enhance value today while driving sustainable value fortomorrow.
How do we engage:
We have an annual programme of investor engagement. Directors regularly meet investors on
roadshows, at hosted site visits and at our in-person AGM. The Head of Investor Relations maintains
an ongoing dialogue with shareholders, investor bodies and financial analysts regarding all aspects
of performance. The Board is given regular reports about these interactions. IMI’s brokers also
provide reports to the Board summarising feedback from their engagement. In the year, over 320
investor meetings have been held and our Chair met with two major shareholders for governance
focused discussions.
Outcomes:
The results of our 2025 AGM are available on our website, with all resolutions passing with over
78.25% of votes in favour. Our shareholder base continues to strongly support our strategy with
a stable register largely composed of long-term holders. In 2025, the Board approved a £200m
share buyback programme. Additionally, our strong relationships with key funding providers
enabled the successful refinancing of IMI’s debt maturing facilities.
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IMI plc Annual Report 202536
Employees Customers
Why we engage:
Our people are essential to driving performance and growth. They bring diverseskills,
knowledge, and experience. Weaim toattract, retain and promote the bestpeople and
inspireand equip them to beour greatest ambassadors.
How do we engage:
The Board welcomes engagement with colleagues. Our designated non-executive director for
employee engagement, Thomas Thune Andersen, leads an annual programme ofevents. The
wider Board engage in site visits and dedicated employee engagement sessions. Feedback is
shared with the Board and contributes to relevant discussions. Board employee engagement
sessions held in the yearinvolved over 50 employees from more than 15 sites.
Outcomes:
In 2025 we introduced core value recognition awards; an initiative that honours individuals who
exemplify IMI’s values in their everyday work. Amongst other things, we rolled out a Horizons
programme, that gives employees the opportunity to take on short-term, high-impact projects
beyond their usual role, helping them broaden experience, build networks and contribute to
IMI’s strategic priorities. We achieved an 88% response rate and 79% engagement rate in our
One Big Voice annual engagement survey.
Why we engage:
Our customers are the foundation of everything we do, enabling us to build a long-term
sustainable business. We aim to address key customer and industry challenges with innovative
solutions in attractive markets.
How we engage:
Relationships are actively managed through commercial negotiations and key account
partnerships, supported by customer learning sessions and Voice of the Customer surveys.
OurSector Presidents and their teams engage with our major customers in their sectors to
ensure we are solving real-world problems for our customers – through deep insight, specialist
engineering and operational excellence. This is powered by One IMI – our operating model for
performance and growth. It brings together commercial excellence, market-led innovation and
continuous improvement, all underpinned by a strong, performance-driven culture.
Outcomes:
We are enhancing customer experience with impactful Data and AI solutions that drive growth,
efficiency and customer experience. Notable achievements include the sales campaigns to
identify aftermarket potential and data-driven pricing strategies.
Stakeholder engagement continued
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IMI plc Annual Report 202537
Stakeholder engagement continued
Suppliers
Why we engage:
Suppliers provide the products and services we need to operate and create value. Collaboration
with suppliers allows us to pay a fair price for vital supplies. Reliable suppliers help us manage
risks and ensure continuity during supply chain disruptions. We strive to work with suppliers
who share our commitment to sustainability and ethical practices. We are dedicated to fair
treatment, transparency, and open engagement with our suppliers.
How do we engage:
We take a structured approach to supplier engagement, with local oversight for direct suppliers
andglobal coordination for key indirect partners. Engagement levels are based on supplier risk and
spend, supported by the Supplier Partnership Programme, which drives improvements in quality,
cost, innovation and climate impact. Significant supplier issues are escalated to the Board and IMI
works closely with key partners on environmental concerns like the use of forever chemicals.
Outcomes:
More than 2,200 suppliers signed the IMI Supplier Code of Conduct. We retained our Tier 3
rating for our modern slavery statement from the CCLA, reflecting our continued commitment
to ethical standards.
Community and environment
Why we engage:
Engagement with our community and environment is key to nurturing and protecting our good
reputation. Demonstrating support helps IMI attract and retain the best talent. Minimising our
environmental impact on the neighbourhoods where we operate and on the global community
is key to maintaining a responsible and sustainable business.
How do we engage:
The Board approves the annual budget for Group-level charitable support. Oversight of
sustainability progress is provided by the Board’s Sustainability Committee. Customer interest
inenvironmental credentials is growing, prompting responses to sustainability surveys and
information requests.
Outcomes:
4,648 IMI Employees volunteered a total of 15,377 hours during the IMI Way Day (2024: 3,495
people volunteered a total of 9,553 hours). We have been named one of Europe’s Climate
Leaders by the Financial Times from 2023 to 2025. In 2025, our MSCI ESG rating remained
atAAA status and we maintained our CDP B status.
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IMI plc Annual Report 202538
Government and regulators
Why we engage:
Complying with applicable laws and regulatory standards is crucial to maintaining strong
stakeholder relationships and protecting our reputation. This is also a key driver in attracting and
retaining top talent. Evolving regulations present opportunities for innovation and differentiation.
How we engage:
The Board and Executive Committee receive regular reports on material legal and compliance
matters. Regular updates on tax matters are provided to the Audit Committee. The Sustainability
Committee receives reports on anti-slavery, environment and supply chain compliance matters.
Organisational changes are conducted in line with applicable laws and in a manner consistent
with our values. We measure our progress through monitoring, reviews and audits. In the year
we contributed to UK anti-slavery policy development.
Outcomes:
We closely monitor evolving laws and regulations, including new emissions and energy-saving
requirements, which influence innovation in our Transport and Climate Control sectors. This
proactive approach enables us to identify opportunities to capture future value and mitigate
regulatory risks.
Stakeholder engagement continued
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IMI plc Annual Report 202539
Sustainability
Creating a Better World
IMI’s role in a more sustainable world
Sustainability is deeply embedded in our culture
and operations, shaping how we innovate,
manufacture, and engage with stakeholders.
Itisintegral to our long-term success and to
thevalue we create for customers, employees,
communities and shareholders.
Our sustainability approach is built on fourstrategic
pillars: Responsible Business, Empowering People,
Sustainable Solutions and Climate Action. These
pillars guide our actions and ensure that we
address environmental, social, and governance
priorities in a balanced and transparent way.
We are committed to reducing our
environmental footprint and enabling our
customers to achieve their own sustainability
goals. Our products and solutions are designed
to improve efficiency, reduce emissions, and
support circularity, helping industries transition
to low-carbon and resource-efficient models.
Innovation is central to this effort: we integrate
sustainability into product design from the
earliest stages, applying life cycle assessments
and material optimisation to deliver solutions
that perform better and last longer.
Our climate ambition is clear. Since 2019,
wehave reduced carbon intensity (tCO
2
e per
£million revenue) by over 50% and absolute
emissions by more than 40% (see page 55 for
detail). We are also driving improvements in
water efficiency and waste reduction, supported
by investments in renewable energy, LED
lighting, photovoltaic arrays and water recovery
systems. These actions are underpinned by a
robust governance framework and alignment
with leading standards such as SASB and ISSB.
Our social commitments are equally strong. We
invest in our people through training, development,
and wellbeing programmes, fostering an inclusive
culture which is valued and where opportunities are
accessible. We actively support communities
through volunteering and charitable initiatives,
andwe maintain the highest standards of ethics
andcompliance across our global operations.
Our sustainability strategy aligns with the UN
Sustainable Development Goals, particularly SDG
9 (Industry, Innovation and Infrastructure) and SDG
12 (Responsible Consumption and Production).
We measure progress against defined metrics and
report transparently through frameworks such as
TCFD, GRI, and SASB. This ensures accountability
and continuous improvement as we work toward
our growth strategy.
Through collaboration with stakeholders
andadherence to our values, we continue to
advance our sustainability objectives and deliver
meaningful impact. By embedding sustainability
into every aspect of our business, we are
building resilience, driving innovation, and
creating shared value for generations to come.
Our approach to materiality
Our sustainability strategy is informed by a
comprehensive Double Materiality Assessment,
which identifies the most significant impacts,
risks,and opportunities across our value chain.
This process ensures we address both how our
business affects the environment and society,
andhow sustainability-related factors influence
our financial performance. By integrating these
insights into governance, strategy, and risk
management, we focus on creating long-term
value while advancing our netzero transition and
resource efficiency goals. We note the recent
developments to the Corporate Sustainability
Reporting Directive (‘CSRD’) framework and are
exploring its potential applicability to IMI. This
review will ensure we remain prepared for any
future reporting requirements.
Integration of sustainability
Sustainability guides all IMI operations, shaping
decisions from Board strategy to engineers’
material choices. We promote initiatives through
IMI Way Days and our internal communications
platform, fostering teamwork. We collaborate
with customers to enhance products, and
regularly assess suppliers for ethical compliance
to ensure sustainability across the value chain.
We have strengthened this foundation by
formalising our sustainability activities into
anoverarching Sustainability Policy. We have
also introduced a Human Rights Policy that
articulates our commitment to respecting
internationally recognised human rights
principles, strengthens expectations for ethical
conduct across our operations and supply chain,
and responds to areas highlighted through
external assessments. Both policies are available
on our website and form part of our broader
efforts to embed responsible and sustainable
business practices across IMI.
A bright future
Sustainability is more than a priority, it’s part of our identity. Our employees’
ongoing focus and determination are evident in the meaningful changes they
create every day. Through their ingenuity and drive, we are building a future that
is both environmentally responsible and economically resilient.
Thomas Thune Andersen,
Sustainability Committee Chair
Creating a Better World – Our
Sustainability Governance Framework
Our Sustainability Governance Framework
guides goal setting and progress tracking,
overseen by the Board. Climate metrics have
influenced executive pay since 2022, ensuring
accountability. This approach enables effective
decision-making and delivers long-term value
tostakeholders and the community.
– Board oversight: The Board approves our
strategy and sustainability priorities, receiving
regular progress updates throughout the year.
For details of the Board’s activities in 2025,
see page 89. Please see page 87 for a
summary of the activities of our non-
executive director Thomas Thune Andersen
who is our Sustainability Committee Chair and
has designated responsibility for employee
engagement.
– Sustainability Committee: We established
ourBoard Sustainability Committee in 2024,
evolving our previous governance
arrangement of having a non-executive
director with designated responsibility
forsustainability matters. The Committee
oversees the development and execution of
our sustainability strategy focusing on the
Sustainable Solutions and Climate Action
pillars. Empowering People and Responsible
Business pillars remain within the Board remit.
– Chief Executive Officer: Roy Twite, our
ChiefExecutive Officer, is accountable for
implementing our sustainability strategy
andperformance. Roy is supported by the
Executive Committee, including our Chief
Financial Officer, Luke Grant (Executive
sponsor for sustainability), who oversees and
reviews ourprogress in sustainability-related
matters. More details can be found on pages
58 to 63 inour TCFD statement.
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IMI plc Annual Report 202540
– Head of Risk & Sustainability and Better
World Committee Chair: John Jones
(Head ofRisk & Sustainability) is
responsible forcoordinating the delivery
ofour sustainability strategy and manages
key aspects of our sustainability strategy
and framework. John chairs our internal
management-level Better World
Committee which meets regularly
tomanage progress on initiatives,
governance issues and horizon scanning.
– Dedicated teams: We have specialised
teams dedicated to supply chain,
innovation, data and regulatory issues,
internal and external reporting, and
humanitarian/philanthropic giving,
amongother areas.
This comprehensive framework ensures that
our sustainability efforts are aligned with our
overall strategy, fostering a sustainable and
responsible business.
Q&A: John Jones, Head of Risk & Sustainability
Q
How is IMI managing sustainability-
related risks such as climate
change, geopolitical uncertainty,
and supply chain disruption?
We embed these risks into IMI’s Risk Framework
and sustainability strategy. For climate change,
we align with TCFD and ISSB standards, conduct
scenario analysis, and invest in low-carbon
technologies to mitigate against the effects of the
changing climate. Geopolitical risks are mitigated
through diversification, dual sourcing, and agile
planning (such as best cost country approach).
Toaddress supply chain disruption, wecontinue
to monitor this closely and remain proactive
insourcing new suppliers when appropriate.
Oversight by our Board Sustainability Committee
and innovation platforms like the Growth Hub
ensure resilience and enable us toturn challenges
into opportunities for sustainable growth.
Q
How is IMI evolving its
approachto double materiality
and stakeholder engagement
assustainability reporting
standards continue to mature?
Our 2024 Double Materiality Assessment was a
significant step forward. It helped us identify the
most material impacts, risks, and opportunities
from both a financial and societal perspective. As
standards evolve, we’re enhancing our internal
processes to ensure alignment. This includes
more robust stakeholder engagement, deeper
integration of sustainability into assessing risk and
clearer disclosures. We’re also using the Double
Materiality Assessment to inform strategic
decisions and our sustainability priorities.
Q
What role does innovation
playin delivering sustainable
solutions for IMI’s customers,
and how are internal teams
being empowered todrive
thistransformation?
Innovation is central to delivering sustainable
solutions for IMI’s customers. Our teams are
developing low-carbon and circular solutions,
improving energy efficiency, extending product
life cycles and increasing recycled content in our
materials. These innovations help customers
meet their own sustainability goals while
reducing total cost of ownership.
Internally, we’re empowering teams through
cross-functional collaboration, sustainability
training, and platforms like the Better World
Committee. We also leverage the Growth
Hubas a catalyst for innovation that provides
resources, expertise, and a collaborative space
where ideas can be accelerated into real-world
solutions. Growth Hub connects teams with
emerging technologies, market insights, and
external partnerships, ensuring that innovation
isnot only continuous but aligned with our
sustainability priorities.
We celebrate and share success stories across the
Group, and we’re embedding sustainability criteria
into product development so that every innovation
contributes to a more sustainable future.
John Jones
Head of Risk & Sustainability
Sustainability continued
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IMI plc Annual Report 202541
Sustainability continued
Long-term sustainability
– Success: ensure the viability of the business
by generating and preserving value over
thelong-term
– Governance: framework of policies
andprocedures which control and direct
the Group
– Ethics: acting with integrity to demonstrate
the highest standards of responsible and
ethical behaviour
– Compliance: respecting and adhering
tolaws and regulations and our policies
andprocedures
Targets
– Employee engagement: Achieve a score
ofover 80% in the One Big Voice survey for
employees who view IMI as a great place
towork
– Inclusive Culture: year-on-year
improvement
– Health and safety: to remain within the top
quartile of safety performance for the
industry sector
Performance
– Employee engagement, measured through
the One Big Voice survey, has remained the
same as 2024 – 79%
– Percentage of women in management
positions is 25% (2024: 24%)
– Total Recordable Incident Frequency Rate
(‘TRIFR’) was 0.28, down from 0.38 in 2024
Sustainability at a glance
Responsible Business
Link to SDGs:
Sub targets: 10.2, 10.3, 10.4, 12.2, 13.2
Empowering People
Link to SDGs:
Sub targets: 3.9, 5.5, 8.7, 8.8
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IMI plc Annual Report 202542
Targets
– Maintain R&D investment at a minimum
of3% of revenue
Targets
Our emissions – Scope 1 & 2
– Decrease emission intensity (tCO
2
e*) by
60% by 2030 compared to 2019 on a
location basis
– Achieve net zero for Scope 1 & 2 emissions
by 2040 (we aim to not use offsets but will
review this over the next few years)
Scope 3
– Decrease total Scope 3 emissions by 25%
by2030
– Achieve net zero for Scope 3 emissions
by2050
Our water usage
– Decrease water intensity to below 75m³*
(33% reduction compared to 2020 baseline)
by 2030 (see page 54).
Total non-recycled hazardous waste
– Decrease by 50% from a 2022 base by 2030
Performance
Our emissions – Scope 1 & 2
– Total CO
2
e intensity reduction of 54%
from30.7tCO
2
e* in 2019 to 14.2tCO
2
e*
ona location basis (2024: 16.7tCO
2
e*)
– Absolute CO
2
e emissions reduction of
43%from 57,500t (in 2019) to 32,798t
(2024:36,993t)
Scope 3
– Total absolute Scope 3 emissions have
reduced from 574,108tCO₂e in 2021 to
508,760tCO₂e in 2025 (an 11% reduction)
Our water usage
– Total water intensity reduction of 37%
from111m³* in 2020 to 70m³* in 2025
(2024: 78m³*)
Total non-recycled hazardous waste
– Total non-recycled hazardous waste of
220t in 2025 (2024: 239t), 43% lower than
2022baseline
Performance
– R&D spend was 3.1% of revenue in 2025,
exceeding our 3% minimum
Sustainable Solutions
Link to SDGs:
Sub targets: 9.5, 11.6, 12.2, 13.2
Climate Action
Link to SDGs:
Sub target: 13.2
* Per £million of revenue
Sustainability continued
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IMI plc Annual Report 202543
Sustainability continued
Responsible Business
SDGs
Sub targets: 10.2, 10.3, 10.4, 12.2, 13.2
Overview
Acting ethically and with integrity, we
embed responsible business practices
through a robust risk management
framework, our Code of Conduct, and
strong compliance processes. We align
sustainability reporting with relevant
standards including GRI, and are preparing
for future disclosure against UK SRS. Our
strategic priorities – commercial excellence,
market-led innovation and continuous
improvement — shape everything we do.
Throughout 2025 we have advanced
sustainable procurement, strengthened
supply chain oversight, and maintained
open reporting channels to support
transparency and continuous improvement.
2025 highlights
– Reduced absolute Scope 1 & 2 carbon
emissions by 43% (from 2019 baseline)
– Science Based Targets initiative (SBTi)
validation of near-term and net zero targets
for Scope 1, 2 and 3
– Retained AAA ESG rating from MSCI
– Recognised in the Financial Times Europe
Climate Leaders 2025 list
– Code of Conduct mandatory training reissued
– External review of our human rights and
anti-slavery protocols
– Developed a Sustainability Policy setting
outour commitment to responsible and
sustainable business
2026 priorities
– Monitor evolving ESG-related disclosure
regulation and new and fragmented laws and
sustainability product-related regulations
– Further strengthen sustainability practices,
polices, governance and controls across
allsectors
– Advance supplier collaboration and data
quality to improve Scope 3 emissions
reporting and resilience
– Prepare for emerging mandatory FTSE 100
requirements, UK Sustainability Reporting
Standards (‘UK SRS’) requirements
– Embedding our new Human Rights Policy
Risks & opportunities
Ethics, compliance, and governance remain
principal risks and sources of opportunities for
IMI. As regulatory and stakeholder expectations
continue to evolve, they bring challenges but
also inspire innovation across our business.
Forexample, regulations driving low-carbon
innovation continue to shape product design
and energy efficiency across our sectors.
Responsible business practices are embedded in
our strategy and risk management framework.
Our governance structures ensure ethical
standards and integrity are embedded across
IMI, aligning decisions with our strategic
objectives and risk appetite. This alignment
supports consistent long-term value creation.
Our culture and ethics
Ethics and integrity remain central to our culture.
They underpin transparency, accountability and
trust which are essential foundations of sustainable
business performance. By embedding these
principles into our governance and operational
frameworks, we mitigate risk and strengthen
relationships with employees, customers and
wider stakeholders.
Our sustainability agenda focuses on acting
responsibly, ethically and transparently. We
continue to engineer solutions that help our
customers become safer, more sustainable and
more productive, while empowering our people
to deliver against our strategy.
Evolving reporting requirements
In 2025, we continued to advance our
sustainability reporting framework to maintain
relevance and comparability for our stakeholders
and ensure transparent and credible reporting.
We are aligning our activities proactively with key
global reporting standards and strengthening
theunderlying data, governance and processes
that support our sustainability performance
andreporting.
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IMI plc Annual Report 202544
Reporting Framework
Our disclosures are currently prepared
inaccordance with the Global Reporting
Initiative(‘GRI’) standards. We are monitoring
thedevelopment of UK SRS, which are based on
IFRS S1 and S2, and are exploring the applicability
of CSRD. We continue to monitor developments
across these standard-setting bodies and will use
these frameworks throughout 2026 to strengthen
our readiness for upcoming disclosure
expectations. We intend to maintain our approach
to address both impact and financial materiality
considerations and meet expanding data
requirements, positioning IMI for alignment with
anticipated UK SRS implementation while
maintaining interoperability with leading global
frameworks.
Double Materiality Assessment (‘DMA’)
In 2024 we conducted our first DMA in line with
the European Financial Reporting Authority Group
(‘EFRAG’), which identified the most significant
sustainability topics for IMI and our stakeholders
considering both IMI’s impact on the environment
and society and how sustainability issues affect
our business financially. The themes identified –
climate transition and resilience, sustainable
product innovation and people safety, talent
andinclusion – remain our focus during 2025
andbeyond. These will continue to underpin
ourstrategic decisions, target setting and
riskmanagement.
For more information on methodology and
outputs, go to imiplc.com/en/sustainability/
reports-policies
GRI alignment
The findings from our DMA continue to inform
how we align with GRI standards and report
consistently across all our material topics.
Thisyear marks our fourth year in accordance
with GRI standards. We continue to map GRI
disclosures to our materiality topics, ensuring
consistency and clarity for investors and other
stakeholders. Our online GRI content index
provides full disclosure references and linkages to
underlying data. This year we have followed the
launch of the new Climate Change and Energy
Standards which will be effective from 2027. In
2026 we plan to review our existing reporting
against these standards for future integration.
For more information on GRI index,
gotoimiplc.com/en/sustainability/
reports-policies
CDP environmental disclosure
We continue to engage with established
reporting platforms to maintain transparency.
We maintained our CDP Climate Change rating
of B and for Water Security a B- in 2025. We
continue to report using CDP’s integrated
questionnaire which aligns with ISSB, TCFD
andTNFD themes. This enables us to present
acomprehensive view of our climate, water
andnature-related impacts and dependencies,
where data is available.
UN Global Compact
We remain a proud signatory to the UN Global
Compact and this Annual Report serves as our
Communication on Progress. We continue
toembed the Ten Principles across our
operations and supply chain, emphasising
human rights, labour standards, environment
and anti-corruption.
ISSB, SASB and
Frameworkinteroperability
We continue to align with ISSB IFRS S1/S2
standards and retain sector comparability with
SASB (Industrial Machinery) reporting. In 2025,
we conducted comprehensive gap assessments
against the IFRS S1 and S2 in readiness for
alignment between ISSB and the forthcoming
UK SRS. This identified areas for improved
voluntary reporting for application of IFRS S2
(climate-related disclosures) building on our
long-standing TCFD aligned reporting. By
aligning ISSB and GRI Frameworks, we ensure
our disclosures are robust, comparable, and
relevant across jurisdictions, addressing both
impact and enterprise value.
Sustainability continued
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IMI plc Annual Report 202545
ESG ratings and external
benchmarks
Independent external ratings continue
tovalidate IMI’s commitment and
transparency in ESG performance. These
include thefollowing:
Our Code of Conduct guides our actions and
integrity, reflecting our commitment to high
business standards and ethical conduct. It is
shared with all employees and available on our
internal communications platform, outlining
expectations for staff, partners, and third parties.
This year, we launched mandatory refreshed
Code of Conduct training in e-learning format for
those with access to a computer and a townhall
version for our site-based colleagues. At
31 December 2025 the completion rate was 97%.
Each business sector implements policies and
Standard Operating Procedures (‘SOPs’), subject
to oversight through material controls testing,
annual control declarations and internal audit
reviews. Work continues to integrate ESG data
and controls into our enterprise risk planning and
internal control system and we are implementing
an automated tool to improve risk management
and control processes.
Speaking up
We are committed to fostering an environment
where individuals feel secure reporting concerns
in good faith, confident that such matters will be
addressed appropriately and without fear of
retaliation. Our Code training encourages all
employees to report incidents inconsistent with
our values and behaviours, including issues related
to sustainability, corruption, or bribery. Reports
may be submitted to line managers, senior
leadership, or through a confidential, independent
hotline that supports anonymous submissions in
our core languages (www.imihotline.com). The
IMIHotline is also accessible to external parties,
including suppliers and customers.
This year, visits by senior members of the Legal
& Compliance team focused on discussions with
local management to enhance our speaking
upculture.
Our reporting processes are regularly reviewed
to maintain their effectiveness. All reported
concerns undergo thorough investigation, with
appropriate actions taken to resolve identified
issues. At the conclusion of each investigation,
further guidance, training, or disciplinary
measures may be applied as warranted; these
outcomes are closely monitored by senior
management for impact. The Ethics and
Compliance Committee reviews concerns raised
and the progress of investigations on a monthly
basis. The Executive Committee oversees the
operation of the hotline, evaluates reporting
trends, and ensures rigorous investigations and
follow-up. The Board receives routine updates
and assesses the overall effectiveness of
thesearrangements.
In 2025, 51 concerns were raised, of which
threewere duplicates. This compares with 34
concerns in 2024, including two duplicates.
Following careful investigation, five concerns
raised were substantiated in full, while six were
partially substantiated. Disciplinary actions,
determined by the severity of misconduct,
included training, development and dismissal.
Anti-bribery and anti-corruption
(‘ABAC’)
We uphold a zero-tolerance policy towards
bribery and corruption, as set out in our Code
and ABAC Policy. This includes a prohibition on
making political donations, offering or receiving
inappropriate gifts or making undue payments
toinfluence the outcome of business dealings.
This policy applies to all business activities, with
compliance regularly reviewed and verified.
These measures ensure we maintain integrity and
transparency throughout our operations. The
Board monitors the effectiveness of our bribery
prevention controls.
Sustainability continued
Sustainable procurement
Our supply chain is a vital part of IMI’s
responsible business approach. In 2025,
wereviewed our sustainable procurement
programme to strengthen supplier engagement
and ensure our purchasing decisions support
our sustainability goals.
The programme focuses on:
– Reinforcing compliance with our Supplier Code
of Conduct and ethical business standards
– Increasing transparency through supplier
riskassessment and ongoing monitoring
– Encouraging suppliers to reduce greenhouse
gas emissions and improve resource efficiency
– Building supplier capability through training
on human rights, modern slavery, and
environmental practices
This programme strengthens value chain
resilience, supports Scope 3 emissions reduction
targets, and reinforces IMI’s commitment to
responsible and sustainable growth.
Effective risk management, controls
and compliance
Our risk management framework ensures
sustainability-related risks and opportunities are
identified, assessed, and managed across the
Group (see pages 65 to 70). We promote open
discussions regarding risk throughout the Group
to support effective management and
information sharing. Our Board approved Code
of Conduct includes new guidance on AI,
product safety and compliance.
MSCI ESG
AAA
Sustainalytics
23.4
CDP Climate
Change
B
CDP Water
Security
B-
ISS
C
EcoVadis
Climate Control
EcoVadis
IMI Group
To find more information
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IMI plc Annual Report 202546
Third parties
We uphold high ethical standards, especially with
third parties. All are screened for compliance with
export controls and sanctions and must meet our
contractual requirements. Process Automation
hasthe greatest exposure to agents and maintains
a compliance programme to ensure effective
selection, onboarding and ongoing monitoring.
There has been no significant change in the
number or risk profile of third parties this year
across IMI.
Export controls and
sanctionscompliance
We maintain an Export & Controls Policy with
clear trade compliance rules. We undertake
thorough screening to identify applicable
exportcontrols and sanctions.
Competition law
We remain committed to vigorous yet fair
competition, adhering strictly to relevant
competition and antitrust regulations. We maintain
a Global Competition Law Policy, supplemented
by practical guidance. We conducted business
reviews and delivered training in the year to
reinforce compliance.
Privacy and data protection
We maintain a Global Data Protection Policy,
supplemented by a Toolkit comprising guidance
and templates. We perform data privacy
assessments for activities with high or new risks
to individuals. We have delivered training on
handling subject access requests to HR teams
during the year. Updated General Data
Protection Regulation (‘GDPR’) training was
provided globally to relevant employees, with
specialised sessions for Legal, IT, and HR roles.
Compliance is tracked through an annual Data
Privacy Compliance programme overseen by
legal leaders across IMI, and specialist forums
now address privacy issues in APAC
andGermanoperations.
Tax transparency
In 2025, we refined our tax compliance and
transparency, including a review of the Corporate
Criminal Offence project across IMI. Wefollow
Senior Accounting Officer (‘SAO’) rules, annually
confirming reliable accounting to HMRC, and
submit Country-By-Country Reporting (‘CBCR’) for
transparent tax practices. Our Corporate Tax
Strategy is published, reflecting our commitment to
openness, and the Board, supported by the Audit
Committee, approves and reviews our Corporate
Tax Strategy. See Note 9 (page 162) fordetails.
Ethical business conduct
andhumanrights
We are committed to operating ethically,
following all applicable laws, and upholding
human rights. Our HR and supplier management
policies are regularly updated to align with
theInternational Labour Organisation’s (‘ILO’)
Core Conventions.
Our Supply Chain Code sets clear expectations
that our business partners, suppliers, contractors,
and everyone in our supply chain align with our
commitment to human rights, such as prohibiting
forced labour and modern slavery. Training on
modern slavery and human trafficking is available
to all staff, and is compulsory for those working
directly with our supply chain.
In 2025, we commissioned an external review of
our human rights and anti-slavery procedures to
inform future enhancements. We implemented
high-priority actions at the beginning of 2026
following this review, including formalising a Global
Human Rights Policy. Our Modern Slavery &
Human Trafficking Statement and the German
Supply Chain Due Diligence Act Policy Statement,
both available on our website, explain what steps
we take to prevent modern slavery and human
trafficking in our operations and supply chain.
Additionally, our Responsible Minerals Sourcing
Policy demonstrates our commitment tosourcing
minerals — like tin, tungsten, tantalum, gold and
cobalt — in an ethical and sustainable way,ensuring
respect for human rights. Supplier engagement
remains key to a sustainable supply chain; we’ve
partnered witha third party to track, monitor and
investigate suppliers’ risk and compliance. For
additional details, see pages 52 and 53.
Fraud
We have updated our fraud risk assessment
andpolicies and processes to reflect the new
Failure to Prevent Fraud offence. We have also
issued guidance, and will be launching a new
Anti-Fraud Policy and bespoke training for those
impacted with completion before the end of
H12026.
Looking ahead
In 2026, we will focus on preparing for
anticipated new sustainability disclosure
requirements, including readiness for reporting
under the UK Sustainability Reporting Standards
ahead of their expected adoption. We will
continue to monitor policy and legislative
developments in the EU and UK to ensure
appropriate preparation. Key priorities include:
– Strengthening our Scope 3 emissions
measurement and supply chain analysis
– Embedding sustainability metrics into our
strategic decision-making and capital
allocation processes
– Further enhancing our external ESG ratings
performance and transparency
– Continuing to develop our data management
systems, focusing on disclosure readiness
Through these actions, we can reinforce our
commitment to transparent sustainability
reporting, aligned with our purpose of
Breakthrough engineering for a better world.
Sustainability continued
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Sustainability continued
Empowering People
SDGs
Sub targets: 3.9, 5.5, 8.7, 8.8
Overview
Empowering people is converting
performance culture into results. Across 50
countries with more than 10,000 colleagues,
our people strategy brings together culture,
leadership and skills to create a workplace
where everyone can thrive.
We continue to strengthen the connection
between culture and performance;
through inclusion, capability, wellbeing
and safety, ensuring every colleague feels
valued, supported and able to contribute to
our purpose: Breakthrough engineering for
a better world.
2025 highlights
– Achieved 88% participation in our One
BigVoice (‘OBV’) survey, with consistently
highengagement with 79% of our people
recommending IMI as a great place to work
in2025, ahead of globalbenchmarks
– With the promotion of our Chief Financial
Officer and Industrial Automation Sector
President from within, all business-critical
leadership roles are now filled byinternal
talent, ensuring continuity andstability
– Expanded the IMI Learning Framework and
launched new cross-sector development
programmes, strengthening future
leadershippipelines
– Delivered Growth Hub masterclasses to
front-line leaders, embedding a stronger
commercial and customer mindset
– Launched a global recognition framework
linking colleague feedback to meaningful,
values-based action
– Advanced our Think Twice safety programme
and piloted a new site ‘buddy system’,
improving hazard reporting and reducing
incidents across sites
– More than 2,000 colleagues completed
AItraining
2026 Priorities
– Culture & Communication: Deepen
engagement and recognition through
Workvivo, IMI Way Day and site-level
initiativesthat connect people to purpose.
– Leadership & Succession: Strengthen
leadership pathways through supervisor
development, Horizons and Future
Leadersprogrammes, ensuring diverse
andready pipelines.
– Talent & Skills: Expand the Learning
Framework to accelerate digital,
commercialand innovation skills aligned
toIMI’s growth strategy.
Risks & opportunities
– Competition for digital and engineering talent
may limit our ability to deliver on growth
plans.
– By deepening our performance culture,
expanding access to learning and using AI for
personalised development, we can accelerate
capability building and internal mobility,
helping IMI attract, retain and grow the best
talent.
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IMI plc Annual Report 202548
Inclusive culture & communication
One Big Voice (‘OBV’)
Our culture remains central to IMI’s performance.
We measure engagement and cultural health
through our global people survey. The 2025
survey achieved an 88% participation rate,
compared with a benchmark average of around
80%, placing IMI in the top quartile of global and
public company benchmarks. Our engagement
KPI, colleagues recommending IMI as a great
place to work, remained stable at 79%, reflecting
sustained engagement in a year when many
companies saw decline. Scores for inclusion,
connection to purpose and communication all
improved, with 80% of colleagues saying they can
be their true selves at work.
Engagement
Engagement continued to strengthen through
visibility, celebration and shared purpose.
In 2025, IMI Way Day brought together
colleagues across every site to connect with
ourstrategy, share learning and celebrate
peoplewho live our values. It showcased how
our growth levers of commercial excellence,
market-led innovation and continuous
improvement, come to life locally.
Our sector leadership workshop gathered over
200 leaders to align on strategy and strengthen
cross-sector collaboration.
Listening to OBV feedback, we launched a
global recognition framework to celebrate
achievements consistently and transparently.
Recognition is now anchored in our values and
empowers teams to share success in authentic
and meaningful ways.
Continuous
Improvement through
Employee Voice
At our Switzerland site, feedback
fromtheOne Big Voice survey inspired
several practical improvements, from
enhanced shift communication to new
wellbeing initiatives. Local teams created a
‘you said, we did’ board to share progress
transparently, ensuring everyone could
seehow their input led to real change.
Theresult has been stronger engagement,
better collaboration and a sense of shared
ownership in making IMI a great place
towork.
Strategic communications
Transparent, consistent communication
remainskey to engagement. In 2025 we enhanced
leader communication through new Workvivo
engagement spaces (our internal communications
platform), providing aligned messaging, toolkits
and forums for sharing best practice. These digital
spaces help leaders communicate locally while
staying connected to group priorities.
We also continued to embed our Unlock Your
Potential Employee Value Proposition (‘EVP’),
supported by refreshed ‘Life at IMI’ materials that
ensure a consistent and authentic employee
experience worldwide.
Growth Hub
The Growth Hub, IMI’s model for sharing best
practice and driving commercial excellence,
continues to embed a growth mindset across
the organisation. In Industrial Automation, a
customised three-day Growth Hub masterclass
equipped commercial teams with the skills to
strengthen customer focus, collaboration and
growth acceleration. InClimate Control,
integrating the Engineering Support Centre into
R&D accelerated innovation and responsiveness,
is a practical example of One IMI in action.
Wellbeing & mental health
Wellbeing remains central to our culture of care.
Our Employee Assistance Programme (‘EAP’)
offers 24/7 confidential support for colleagues
and their families, including professional
counselling and practical work-life guidance.
Delivered globally and supported locally through
Wellbeing Champions, the programme is
reinforced by on-site counsellors who can
provide timely, in-person support following
major incidents.
Sustainability continued
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Future leaders inaction
When JT Van Veen joined IMI as a graduate ten
years ago, he didn’t imagine his career would
span three sectors and multiple countries.
Through the Future Leaders Programme and
the support of great mentors, JT developed the
breadth of experience that now defines IMI’s
leadership pipeline. “The programme really
challenged me to think differently,” says JT. “It
wasn’t just about technical expertise, it was
about understanding people, purpose and how
to create impact.” After rotations in Operations,
Engineering and Commercial roles, JT now
leads a team driving continuous improvement
at one of IMI’s major manufacturing sites.
Hecredits the culture of learning and
empowerment for his progression: “IMI
encourages you to take ownership of your
growth and there’s real support from leaders
who want to see you succeed.” JT’s story
isone of many across IMI that reflect the
power of development and opportunity.
Therefreshed Future Leaders Programme
continues to shape our next generation of
leaders, building confidence, capability and
adeep connection to our purpose.
Sustainability continued
Gender mix across the Group*
As at 31 December 2025
Board
%
A
B
A – Male
5 (56%)
B – Female
4 (44%)
A
B
Executive
%
A – Male
3 (60%)
B – Female
2 (40%)
A
B
Direct
reports to
Executive
%
A – Male
16 (67%)
B – Female
8 (33%)
A
B
A – Male
1,315 (75%)
B – Female
437 (25%)
Managers
%
A
B
All employees
%
A – Male
7,257 (70%)
B – Female
3,101 (30%)
* Includes agency workers and contractors.
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Inclusion
We continue to make progress on inclusion and
gender balance. In 2025, women in management
roles increased from 24% in 2024 to 25%,
supported by stronger succession planning,
mentoring and targeted development.
Our employee networks, including Pride,
Women and Menopause, help colleagues share
experiences and foster allyship through local
events and storytelling. These connections
arekey to the inclusive culture reflected in our
OBVresults. We have also adopted the
International Labour Organisation core
conventions of including minimum maternity
leave to 14 weeks.
Gender pay gap
We are committed to creating an inclusive
working environment for all, including equal pay.
8.6%
Mean Pay Gap
We also report on our ethnicity pay gap.
For more information on Gender and
Ethnicity pay gaps, go to imiplc.com/en/
sustainability/reports-policies
13.3%
Median Pay Gap
Health and safety
Health and safety remain a non-negotiable
priority. Our award-winning Think Twice
campaign continued to evolve its hearts-and-
minds approach, deepening engagement
andaccountability.
A new site buddy system, piloted across
sevenlocations, improved hazard reporting
andreduced incidents. The HSE Excellence
Programme expanded to eight certified sites,
with more than 90% of hazards closed within
30days for the third consecutive year.
Following a rise in ergonomic injuries in 2024,
global ‘train-the-trainer’ sessions helped cut
such injuries by 76%. New scenario-based and
virtual reality training modules, translated into
12languages, in preparation for global roll-out
in2026.
We further strengthened our approach by
introducing a mandatory suite of HSE training
modules, and 98,303 hours of training have
been completed by 10,037 of ouremployees.
Leadership & succession
With all business-critical leadership roles
nowfilled, including the final Sector President
promoted from within, IMI has a strong platform
for growth.
In 2025, we further defined what great leadership
looks like at IMI, providing clear expectations and
visibility of leadership pathways. We expanded
coaching, peer learning and assessment tools,
particularly for colleagues instretch or pivotal roles.
To strengthen our long-term pipeline, we are
developing a Leadership Value Proposition, the
counterpart to our EVP, outlining what leaders
can expect in opportunity, visibility and support,
and what we expect in return.
Talent & skills
Building the capabilities that power growth
isthethird pillar of our people strategy. Our
skills-based approach focuses on the capabilities
most critical to IMI’s growth, commercial
excellence and market-led innovation.
The IMI Learning Framework expanded in 2025,
offering tailored development through our
e-learning platform, IMI Learn. We provide a suite
of development programmes designed to support
colleagues at every stage of their career, from
Future Leaders (graduates) and Supervisors
toManagement, High Potentials and Senior
Leadership. Programmes such as Supervisor
Development, Future Leaders and the Horizons
cross-sector pilot continue to strengthen talent
pipelines and prepare future leaders. Horizons
connects employees with short-term, high-impact
projects outside their usual role, giving them
hands-on experience in different functions, the
chance to solve critical business challenges, and
opportunities to build new networks and skills
while contributing to IMI’s strategic priorities.
Our global Talent Acquisition team improved both
time-to-hire and candidate quality through better
workforce planning and specialist expertise.
Looking ahead, we are using AI to map emerging
and sunset skills and personalise learning, ensuring
colleagues build the capabilities that will drive IMI’s
next phase ofgrowth.
Conclusion
Across culture, leadership, talent and safety,
2025 was a year of connection and momentum.
By listening to colleagues, investing in learning
and recognition, and embedding One IMI in how
we work, we are creating a workplace where
people can thrive and where performance and
purpose go hand in hand.
Sustainability continued
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IMI plc Annual Report 202551
Sustainability continued
Sustainable Solutions
SDGs
Sub targets: 9.5, 11.6, 12.2, 13.2
Overview
Producing sustainable solutions for our
customers drives our growth. Focusing
oncommercial excellence, market-led
innovation and continuous improvement
enables us to deliver high-quality products
that meet our customer needs.
2025 highlights
– Continued product innovation and
customercollaboration
– Significant coverage in Environmental
ProductDeclarations (‘EPD’) of our
ClimateControl solutions
– Focus on material selection and forever
chemicals strategy
2026 priorities
– Continued focus on material selection
toimprove performance and reduce our
environmental impact
– Further EPD and Life Cycle Analysis for
ourproducts, thus demonstrating to our
customers our environmental credentials
Risks & opportunities
– Product and quality compliance issues
canresult in recalls, warranties, injuries,
damages, or mislead and disrupt customers
– Lack of innovation remains a main risk;
without new products that solve customer
problems, growth may be stunted. Working
with customers and developing solutions,
likesupporting cleaner fuels, is critical for
sustainable growth
Measuring performance
We engage with our customers from the
initialdesign phase to gain a comprehensive
understanding of how new products will integrate
into their processes and equipment. Through
thorough impact assessments, we develop strategies
to optimise performance and increase operational
efficiency prior to production. Ourcollaborative
approach also focuses on maximising product
performance while minimising environmental
impact, which contributes to waste reduction and
lower greenhouse gas emissions associated with
producing new materials. Furthermore, we
continuously innovate to advance end-of-life
recycling methods, supporting the circular economy.
We are committed to enhancing our product
sustainability assessment by utilising methodologies
such as Life Cycle Analysis, enabling us to improve
product performance in alignment with customer
requirements. Customer satisfaction and feedback
remain central to our process and help guide
improvements. In the Process Automation sector,
we work closely with Engineering, Procurement
and Construction firms (‘EPCs’), licensors, and
end-user customers to ensure IMI products and
system designs adhere to strict process conditions,
requirements and standards. This close
collaboration ensures that our solutions are
precisely tailored to address our customers’ needs.
Maintaining R&D investment at a minimum of 3% of
revenue is a key area of focus for us.
Operational excellence
Our primary objective across all operations is to
reliably deliver products on time while maintaining
industry-leading quality standards. This dedication
extends throughout our supply chain, where we
prioritise minimising environmental impact. During
new product sourcing, we evaluate the carbon
emissions associated with transporting
components to our facilities.
To reinforce our commitment to quality,
42ofour 47 manufacturing sites (89%) hold
ISO9001 Quality Management Systems
certification, andwecontinue to work towards
expanding this coverage. Within our factories,
we systematically review the industry-
recognised ‘seven wastes’ inherent in lean
manufacturing processes to boost operational
efficiency. This methodology supports our
ability to ensure timely, high-quality product
delivery and maintain efficiency throughout our
supply chain. Our drive for operational
excellence guarantees that our products
consistently meet stringent standards and
tolerances.
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IMI plc Annual Report 202552
We actively engage our employees in ongoing
initiatives focused on quality improvement,
leadtime reduction, optimising raw material
consumption, managing production overheads,
reducing inventories, and enhancing equipment
utilisation. By leveraging lean methodologies
and a continuous improvement financial
tracking system, we closely monitor and assess
the financial impact of these improvements.
Reducing machine downtime not only improves
utilisation rates but also diminishes the need for
replacement equipment.
Internal excellence remains a central focus,
enabling us to minimise resource consumption
and maximise overall plant efficiency. We are
committed to achieving superior equipment
performance through regular inspections,
preventative and predictive maintenance, and
thorough follow-up actions, all designed to
limitbreakdowns and unplanned downtime.
Product stewardship
In the Transport sector, we follow established
automotive procedures like Advanced Product
Quality Planning (‘APQP’) to ensure on-time,
high-quality product launches that meet
customer needs. We integrate sustainability
tools and stage gates into these processes,
encouraging teams to consider environmental
impacts daily. By embedding sustainability
measures, we uphold industry standards for
quality and timelines.
Our engineers select materials to meet design
codes and customer specifications, often
choosing specialised options for product
longevity. This approach ensures products like
valve bodies last for the asset’s life, reducing
unnecessary replacements and minimising
environmental impact.
Supply chain management (upstream)
We prioritise sustainability throughout our
supply chain. In our product design phase,
weintegrate sustainability and compliance
standards right from the start to ensure products
are created with sustainability in mind. Our
supplier selection process requires partners to
align with our ethical principles, and last year we
made our criteria even stricter to require better
supply chain transparency. We collaborate with
suppliers to make sure all conflict minerals are
sourced responsibly, following our Responsible
Minerals Sourcing Policy. We are committed to
responsible sourcing and actively manage our
conflict minerals programme to ensure
transparency and ethical practices across our
supply chain. Each year, we assess over 300
suppliers using the industry-standard Conflict
Minerals Reporting Template (‘CMRT’) to trace
the origin of tin, tantalum, tungsten, and gold,
and identify any smelters of concern. Suppliers
linked to high-risk smelters are required to
remove those smelters and resubmit their CMRT.
We also engage collaboratively with suppliers
and support industry-wide initiatives like the
Assent outreach letter, which encourages
smelters to meet recognised global standards.
We have plans in place to responsibly disengage
from any suppliers who cannot meet our
growing sustainability demands. We’re taking
further action by improving how we monitor
greenhouse gas emissions (notably Scope 3),
using CO
2
calculations and life cycle
assessments early in product development
when relevant. Together with select suppliers,
we’re lowering the carbon footprint of our
products by adopting cleaner energy sources
and streamlining manufacturing. Additionally,
IMI works closely with major customers to help
them achieve their own sustainability goals.
Turning waste
intowarmth
Green hydrogen is a key route to
decarbonising energy systems, but high
costs and inefficiencies have slowed
adoption. In conventional electrolysis,
valuable by-products such as waste
heatareoften unused, limiting overall
system efficiency.
Through a collaboration with a leading
European energy research organisation,
weare helping to change this. Using our
VIVO PEM electrolyser, the project captures
waste heat from hydrogen production and
upgrades it for use in local district heating
networks. By recovering energy that would
otherwise be lost, the solution improves
overall efficiency and supports more
circular, sustainable energy systems,
demonstrating how market-led innovation
can accelerate the transition to a lower-
carbon future.
Smarter heating
athome
Residential heating is a major contributor to
household energy use across Europe. While
digital heating controls can help reduce
consumption, many solutions are complex
to install or unreliable in everyday use,
limiting adoption and impact.
The neo-K is a smart radiator head which was
developed to be a simple plug and play digital
solution to support energy reduction in
homes. Its hybrid technology combines
smart, app-based control with proven
analogue temperature regulation, balancing
power demand of radiators while maintaining
consistent indoor comfort. Designed for easy
installation and dependable operation, neo-K
enables households to manage heating
moreefficiently, supports our market-led
innovation strategic pillar, and the transition
to more sustainable living.
Sustainability continued
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IMI plc Annual Report 202553
Sustainability continued
Climate Action
SDGs
Sub target: 13.2
Overview
We are committed to lowering our
carbonfootprint and environmental
impact by improving site efficiency,
sharingsuccessful strategies, and striving
for ongoing reductions each year. In 2025,
we planned, advanced, or completed a
range of environmental projects focused
on energy, water, waste, single-use
plastics, hazardous materials, generating
renewable energy and heat recovery. Our
environmental performance is tracked and
discussed monthly at Executive Committee
meetings to ensure we keep improving.
Our revised ambitious goal is to reduce
ourrevenue CO
2
intensity by 2030 by 60%,
using 2019 Scope 1 & 2 GHG emissions as
ourbaseline.
2025 highlights
– Scope 1 & 2 absolute location-based
emissions reduced by 43% since 2019
– Scope 1 & 2 absolute market-based emissions
reduced by 90% since 2019 versus our SBTi
target of 67.2% by 2030
– Scope 3 emissions reduced by 11% since 2021
– Non-recycled hazardous waste reduced by
43% since 2022
2026 priorities
– Decarbonising our sites and operations
– Reducing our water withdrawal and non-
recycled hazardous waste
– Supply chain management
Risks & opportunities
– Climate policy changes, shifting customer
demands and supply-chain pressures create
strategic and operational risks for IMI,
affecting costs, competitiveness and
compliance. See page 57 for linkage
toourDMA.
– Acute and chronic physical climate
impactsmay disrupt sites and suppliers,
requiring adaptation to maintain resilience
andperformance.
Our approach
Each manufacturing site has a sustainability lead
and an Environmental Champion. This ensures we
share best practices, coordinate project plans, and
track performance across IMI. We communicate
our initiatives and celebrate our successes using
our internal communications platform.
Water
While water management does not constitute
amaterial risk or opportunity for us, we
acknowledge the significance of water as a
vitalglobal resource. Several of our facilities
aresituated in water-stressed regions, and we
remain dedicated to minimising our water
footprint. All locations systematically collect and
report water data in compliance with our global
Environmental Standard Operating Procedure
(‘SOP’). Where applicable, sites implement water
management plans. The majority of our sites use
water solely for domestic purposes; however, in
instances where water supports manufacturing
activities, we consistently pursue efficiency
improvements through targeted initiatives.
Since 2020, we have reduced absolute water
usage by 20% from 203,444m³ in 2020 to
162,201m³ in 2025 (2024: 172,021m³). Our water
revenue intensity was 111m³ per million pounds
of revenue in 2020, and we aim to maintain our
intensity below 75m³ per million pounds of
revenue. By the end of 2025, water intensity was
70m³ per million pounds of revenue (2024: 78m³
per million pounds of revenue). Rationale for the
change in the 2020 water intensity metric is
disclosed on page 103. We will review our usage
in 2026 and revise our target if necessary. We
support the CDP Water Security disclosure,
which we complete annually, and in 2025, we
maintained our B- score.
Air emissions
Air emissions are not a material risk for us, but
we manage them as part of our environmental
system. We comply with global regulations
through the IMI HSE framework, ensuring
eachsite identifies and adheres to local laws.
Site leaders oversee legal compliance and
monitor air, water and waste emissions. We’re
developing an air emission inventory for all
sitesand improving reporting on emissions,
reduction targets and waste.
Waste management
We reduced non-recycled hazardous waste from
387 tonnes in 2022 to 220 tonnes in 2025, a43%
decrease, and target a 50% reduction by2030.
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IMI plc Annual Report 202554
This continued reduction has been achieved
through active management of waste and making
use of innovative recycling solutions.
Decarbonising plans
We place significant focus on decarbonising
ouroperations. We have solar panels at 21
locations, generating 9,953 MWh of renewable
energy in 2025 (up from 6,082 MWh in 2024).
Tosupport our environmental commitment, 21
of our 47 manufacturing facilities are ISO 14001
certified, and three are ISO 50001 certified. We
alsopurchased renewable energy certificates
covering 87% of our electricity consumption
(versus 89% in 2024). We will continue investing
in renewable energy in 2026, demonstrating our
commitment to a better world.
Environmental reporting
Our CO
2
emissions continue to decline thanks to
ongoing operational improvements. We disclose
and support CDP Climate, reporting our risk
management and performance; our grade
remains atB. We will review Water Security
andClimate Change score reports with our
Sustainability Strategy to further enhance
environmental results. Our efforts include
tracking Scope 3 emissions and calculating
avoided emissions forselect products. The
Scope 3 emissions disclosed in the SECR table
reflect increased travel distances arising from
recent site consolidations.
Carbon disclosure
The adjacent table and supporting narrative
summarise the Streamlined Energy and Carbon
Reporting (‘SECR’) disclosure in line with the
requirements for a quoted company, as per
TheCompanies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon Report)
Regulations 2018. See page 103 for further details
of our change in CO
2
intensity metric.
Scope 1 & 2 Emissions – tCO
2
e
UK
2025
Global
2025
UK
2024
Global
2024
Scope 1 – Natural Gas Usage 231 5,735 390 6,071
Scope 1 – Diesel Usage On-site – 53 – 60
Scope 1 – Diesel Usage Company Vehicles 30 2,486 62 2,474
Scope 1 – Fuel Oil Usage – 721 – 630
Scope 1 – Petrol Usage Company Vehicles – 625 – 569
Scope 1 – Liquefied Petroleum Gas Usage – 484 5 547
Scope 1 – Combined Heat and Power Usage – – – –
Scope 1 – Refrigerants 13 29 48 184
Scope 1 – Total 274 10,133 505 10,535
Scope 2 – Location-based 721 22,665 1,330 26,458
Total (Scope 1 & 2) 995 32,798 1,835 36,993
Consumption – kWh
Scope 1 – Total 1,382,576 48,953,166 2,400,314 50,503,400
Scope 2 – Total 4,073,151 83,187,826 6,425,783 91,426,052
Total (Scope 1 & 2) 5,455,727 132,140,992 8,826,097 141,929,452
Revenue (£m) 133 2,304 130 2,210
Intensity ratio: tCO
2
e (gross Scope 1 & 2) per £million of revenue 7.5 14.2 14.1 16.7
Scope 1, 2 & 3
Emissions – tCO
2
e
Scope 3 – Car Travel 156 747 135 720
Total (Scope 1, 2 & 3) – tCO
2
e 1,151 33,545 1,970 37,713
Consumption – kWh
Scope 3 – Total 641,875 3,071,073 560,925 2,983,549
Total (Scope 1, 2 & 3) – kWh 6,097,602 135,212,065 9,387,022 144,913,001
Intensity ratio: tCO
2
e (gross Scope 1, 2 & 3) per £million of revenue 8.7 14.6 15.2 17.1
Scope 2 – Market-based – tCO
2
e 46 3,980 99 3,542
Sustainability continued
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IMI plc Annual Report 202555
Methodology
We calculate our GHG emissions using the GHG
Protocol: A Corporate Accounting and Reporting
Standard (revised edition, 2015). Responsibility for
emissions sources is determined using the
operational control approach. All emissions
sources required under The Companies
(Directors’ Report) and Limited Liability
Partnerships (Energy and Carbon Report)
Regulations 2018 are included. The scope of
emissions covers the following sources: natural
gas, fuel oil, liquefied petroleum gas (‘LPG’),
diesel, petrol, combined heat and power (‘CHP’),
electricity and business travel in employee owned
or hire vehicles. The UL 360 Sustainability
Software GHG (Greenhouse Gas) emission tool
was used to calculate and consolidate the Scope
1 & 2 emissions adopting a location-based and
market-based approach. The tool used the
following conversion factors: Scope 1 – UK
Government’s GHG Conversion Factors used for
all sites. Scope 2 – UK Government’s GHG
Conversion Factors are used for UK sites and the
International Energy Agency’s (‘IEA’) conversion
factors are used for non-UK sites. In addition, for
our market-based calculations, the Reliable
Disclosure (‘RE DISS’), AIB European Residual
Mixes and Green-e are used. Our reported Scope
3 emissions were calculated by converting
mileage into emissions using UK Government’s
GHG Conversion Factors for Company Reporting.
Our carbon reporting statistics demonstrate that
our recent performance of tCO
2
e has continued
to improve. On a like-for-like basis, we achieved
our target to keep emissions below 2019 levels
for 2025. The Scope 1 & 2 data in our SECR table
has been externally verified by Ricardo Energy
&Environment, who performed a limited level
verification review in accordance with the
requirements of ISO 14064-3 and the GHG
Protocol Corporate Standard. Of the 2025 total:
our direct Scope 1 emissions of tCO
2
e (in
essence gas, diesel and fuel oil consumed)
amounted to 10,133 tonnes; and our indirect
Scope 2 emissions of tCO
2
e (in essence the
emissions generated on our behalf to provide
our electricity) amounted to 22,665 tonnes.
Theemissions total represents a 43% reduction
compared to 2019 for Scope 1 & 2. We report
the intensity metric of gross tCO
2
e per million
pounds of revenue as a unit of comparison to
reflect our operational performance compared
to carbon output, as we feel this provides a
more reflective measure of emissions versus our
output. Our 2025 intensity ratio based on Scope
1 & 2 emissions is 14.2 tCO
2
e per million pounds
of revenue (2024: 16.7 tCO
2
e per million pounds
of revenue). This compares to our 2019 baseline
of 30.7 tCO
2
e per million pounds of revenue.
Weare on track to achieve our new target of
60% reduction compared to the 2019 baseline
intensity by 2030.
Sustainability continued
Scope 3 emissions
Our 2025 Scope 3 assessment has been
conducted using a combination of volume data,
spend data, and standard estimation techniques.
Recognising the importance of data accuracy,
we have been working to improve data quality
and collection. Our assessment follows
methodologies specified by the Greenhouse
Gas Protocol and the UK’s Environmental
Reporting Guidelines. Enhancing our data and
disclosure involves collaboration with suppliers
and a focused approach from our supply chain
teams. Our Scope 3 inventory was calculated
using the Greenhouse Gas Protocol Corporate
Value Chain (Scope 3) Standard. Categories 8,
10, 13, 14 and 15 are not applicable to us and
were not quantified. This inventory has not been
externally verified. The largest Scope 3 category
is purchased goods and services, accounting for
77% of total Scope 3 emissions. In addition to
our Scope 1 & 2 targets, we have committed to
a25% reduction in Scope 3 emissions by 2030,
which has been approved by the SBTi. We
continue to focus on understanding product
emissions, materials traceability and supplier
engagement. Product innovation and improving
our efficiency remain key areas for us.
TotalScope 3 emissions have decreased
2%in2025 to a total of 508,760 tCO
2
e.
Thisisatotalreduction of 11% compared
tothe2021baseline. This has been
achievedwithfurther focus on
recycledinputmaterials.
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IMI plc Annual Report 202556
Category Category name Methodology followed
Total GHG emissions tCO
2
e
2025 2024 2023
1 Purchased goods andservices Average data based for key input materials
Spend-based for all other purchases 392,568 401,590 388,760
2 Capital goods Spend-based
22,091 20,466 20,346
3 Fuel- and energy-relatedactivities Based on actual consumption offuels andelectricity
9,269 9,423 9,891
4 Upstream transportation anddistribution total Estimated from transport distances andshipment weights
35,938 27,919 43,936
5 Waste generated inoperations Based on waste disposal quantities with assumptions onwaste type and disposal route
738 1,208 1,985
6 Business travel Emissions based on actual journeys anddistance
14,814 15,524 15,268
7 Employee commuting Estimated from employee numbers, with assumptions oftravel distances and modes
13,283 12,600 13,056
8 Upstream leasedassets Not applicable
– – –
9 Downstream transportation anddistribution Approximated from saleschannels and volumes
5,958 13,960 21,968
10 Processing of soldproducts Not applicable
– – –
11 Use of sold products Estimated from sales quantities and annual energy usage perelectricity-using product, accounting
forterritory of sales (Climate Control only) 13,411 15,231 11,995
12 End-of-life treatment ofsoldproducts Estimated from sold material quantities for key materialsonly,assumed disposal routes (recycled)
Excludes some known areas such as packaging 690 533 2,171
13 Downstream leased assets Not applicable
– – –
14 Franchises Not applicable
– – –
15 Investments Not applicable
– – –
Total 508,760 518,454 529,376
TCFD and Climate Transition
Planreporting
We recognise the scale of the climate change
imperative, which presents both risks and
opportunities for our growth strategy and
transition in line with our SBTi commitments.
Our growth is driven by our ability to innovate,
helping our customers and their end markets
reduce their carbon footprint. We have set
ambitious targets and received approval from
the SBTi in 2024. We are actively working to
improve our climate-related disclosures,
including providing additional information on
our website, www.imiplc.com. See pages 44 to
45 of the Responsible Business section for
details on our Responsible Reporting plans
related to ISSB and CDP. For example, we have
mapped our Global Reporting Initiative (‘GRI’)
disclosures against the DMA material outputs
that include the climate related risks and
opportunities. In accordance with the
requirements of LR 6.6.6R(8) (UK Listing Rules)
and the Companies Act 2006 as amended by
the Companies (Strategic Report) (Climate
related Financial Disclosure) Regulations 2022,
IMI’s climate related disclosures are consistent
with the eleven recommendations of the Task
Force on Climate-related Financial Disclosures.
Following the output of our DMA and our review
of complementary emerging climate-related
standards and frameworks, we are developing a
comprehensive Climate Transition Plan. This
plan builds on our existing climate commitments
while incorporating recommendations from the
UK Transition Plan Taskforce (‘TPT’) Disclosure
Framework and IFRS S2 requirements. We take
reaching net zero, as per our approved SBTi
targets, very seriously and this important
workstream will be used to drive our focus in
this area. Our transition planning approach
focuses on:
– Detailed emissions reduction pathways
– Technology, energy and product solution
investment roadmaps
– Capital allocation strategies
– Supply chain engagement
– Climate-related risk management
The plan’s development integrates our TCFD
stakeholder input, scenario analysis, and financial
materiality assessments to ensure robustness and
credibility, as we prepare for anticipated UK
regulatory requirements regarding transition plan
disclosures. This structured approach supports
our net zero commitments while maintaining
transparency on our decarbonisation journey.
Wewill continue enhancing our disclosures as
reporting frameworks evolve into 2026 and
stakeholder expectations advance.
Sustainability continued
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IMI plc Annual Report 202557
TCFD disclosures
Governance
a) Describe the Board’s oversight of climate-related opportunities and risks
How we comply The Board holds ultimate responsibility for IMI’s sustainability agenda, encompassing:
– Defining the ‘Creating a Better World’ sustainability strategy and reviewing and approving the associated Sustainability Framework, strategy, and priorities
– Evaluating and consistently monitoring the Company’s climate-related opportunities, risks, and risk appetite
– Identifying emerging climate-related risks and conducting assessments of their materiality and potential impact on financial statements
– Receiving periodic updates from the Better World Committee on progress towards targets related to the reduction of water usage, waste, and greenhouse gas emissions,
alongwith feedback from the Investor Relations team regarding shareholder and rating agency expectations for sustainability
– Ensuring that the Remuneration Committee incorporates CO
2
intensity reduction within IMI’s incentive plans, while the Audit Committee reviews regulatory guidance
toupholdcompliance with sustainability reporting requirements
– Forming a Board-level Sustainability Committee tasked with overseeing the development and execution of the sustainability strategy as approved by the Board
The Sustainability Committee is chaired by Thomas Thune Andersen, who brings substantial expertise in sustainability to the role. The Committee focuses on stakeholder
perspectives and advances IMI’s sustainability agenda across the Climate Action and Sustainable Solutions pillars, as well as Responsible Business components. Sustainability
competence and experience are considered essential qualifications for non-executive director appointments. The Committee met three times in 2025 and the Board received
reports on the Committee’s activities following each meeting.
Progress made in 2025
during three meetings
Each director continues to have specific measurable sustainability targets built into their strategic and personal objectives such as progress against our near-term Scope 1, 2 & 3
targets and our water and waste metrics. The Board, reviewed targets and progress. During 2025 we reviewed site-by-site natural catastrophe hazards and overlayed water stress
analysis to establish sites at increased risk of experiencing the effects of climate change.
Further improvement We will continue to enhance the integration of climate-related opportunities and risks into IMI’s risk management framework and business processes and include additional
financial analysis of these impacts. Continue to deliver climate education for the Board through the Sustainability Committee.
Sustainability continued
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TCFD disclosures continued
Governance continued
b) Describe management’s role in assessing and managing risks and opportunities
How we comply The execution of our sustainability strategy is delegated to the Chief Executive Officer, supported by the Executive Committee. The IMI Executive Committee are updated on
climate-related issues by the Head of Sustainability, who chairs the management level Better World Committee, sub committees, and third-party consultancy Ricardo (a member
of WSP). The Executive Committee monitors and reviews sustainability progress, climate-related risk management processes, and bi-annually analyses IMI’s risk profile, including
data and actions taken. The Executive Committee continues to review and support:
– All sustainability achievements and targets for inclusion in the Annual Report and other external reporting such as GRI Index
– The sustainability strategy and proposals to the Sustainability Committee and Board, where appropriate
– Updates on the latest climate-related reporting requirements and monitoring of our external sustainability rankings (e.g. CDP, MSCI, etc.)
– Scope 3 work, including the assessment of emissions, reduction plans and target setting
– Approaches to health and safety, employee development, inclusion and diversity, talent management, and cross-functional collaboration to promote innovation, specialised
skills, and knowledge essential for the net zero transition and long-term organisational resilience
Luke Grant, Chief Financial Officer, has designated responsibility for executive sponsorship of the Better World Committee.
Progress made in 2025 The Board and the Executive Committee reviewed climate-related risks and opportunities twice during 2025 as part of a wide review of risk and sustainability matters. The Board
and Executive received updates on the opportunities identified by our Growth Hub teams who develop solutions for customers by solving their problems. These problems often
include sustainability-related issues such as energy efficiency and reducing downtime.
Further improvement The Executive Committee will continue to enhance its knowledge and understanding of climate-related opportunities, risks, and their financial impacts through regular
governance processes, as detailed in the Corporate Governance Framework. We are evolving our Governance Framework for managing and overseeing risk and sustainability
matters, building on our progress to date. Key strategic actions for both the near and long-term have been identified to effectively manage these risks and opportunities. Assigning
responsibility to relevant teams will ensure resiliency measures are tracked and implemented accordingly.
More information on
governance
Read more on page 82
Sustainability continued
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IMI plc Annual Report 202559
TCFD disclosures continued
Strategy
a) Describe the climate-related opportunities and risks the organisation has identified over the short, medium and long-term
How we comply The climate-related materiality assessment, conducted in 2023, identified 45 risks and opportunities, each scored based on IMI’s business sensitivity and adaptive capacity.
Theanalysis classified 19 of these as climate-material to IMI. These 19 climate-material risks and opportunities were grouped into priority focus areas, consistent with the TCFD
categories and IMI’s sustainability strategy, including:
Opportunities:
1. Market expansion and innovation
2. Alternative fuels
3. Climate-related policy and legislation
4. Product portfolio
5. Supply chain and operational excellence
Risks:
1. Climate-related policy and legislation
2. Product portfolio
3. Supply chain operational excellence
4. Physical risks (acute and chronic)
For more information on the risk and opportunity definitions, see the strategy scenario section (pages 200 to 207). Transition risks and opportunities were considered over the
following time frames: short-term (now 2030), medium-term (2030-2040), and long-term (2040+). Physical risks were considered over longer time frames: short-term (2021-
2040), medium to long-term (2041-2060), and very long-term (2061-2100). These time frames were considered with reference to the scenarios selected on page 201. To capture
all of our global operations, the process for identifying and managing risks and opportunities involves the participation of management and their teams at operating sites and
across platforms in different geographies.
Progress made in 2025 In 2025 we continued to review and incorporate updates to our risk identification process.
Further improvement In line with TCFD best practices, we will review our risks and opportunities at least annually to ensure these are considered and, where possible, directly integrated into our Group
Risk Management Framework.
b) Describe the impact of climate-related opportunities and risks on the organisation’s business strategy and financial planning
How we comply We identified that climate-related opportunities and risks will impact our business strategy and financial planning. Where possible, we have provided financial and business
assessments of these material risks and opportunities. Three specific risks and opportunities underwent detailed quantitative financial assessment:
Opportunities:
– Increased product demand
– Growth in hydrogen solutions
Risks:
– Oil & gas market exposure
Key outputs are presented as changes compared to a reference scenario over the 2030 and 2050 timeframes. See page 202 for more details.
Progress made in 2025 We are building on our 2023 financial modelling of climate-related scenarios (see page 201) and have implemented monitoring of the financial impacts of the Carbon Border
Adjustment Mechanism (‘CBAM’) and other relevant regulatory developments. To address supply chain risks, our teams continue to secure dual sourcing for key components
andformalising supplier agreements to prioritise customer needs. Climate change risks and water stress are now included when reviewing the feasibility of site moves and
manufacturing changes. We also conducted an IFRS S1 and S2 gap assessment as part of our early planning cycle for reporting.
Further improvement We plan to undertake a comprehensive update of our climate scenario analysis in line with the three-year cycle. We will build on our existing plans to ensure a standardised
approach is implemented at each site/location to address decarbonisation and adaptation planning to improve resiliency in line with our SBTi and Climate Action targets. This work
is updated each year and will continue in 2026. We will also evaluate the indirect costs of carbon by business to inform procurement strategy resilience.
Sustainability continued
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IMI plc Annual Report 202560
TCFD disclosures continued
Strategy continued
c) Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario
How we comply With support from Ricardo, our third-party consultants, we conducted a climate scenario analysis study across four wide-ranging scenarios to examine impacts over long-term
time horizons (see page 201). To address both transitional and physical risks and opportunities, we selected two scientifically recognised organisations, the IEA and IPCC, to assess
our business impact and resiliency under different hypothetical futures. In total, four scenarios were selected, with two from each organisation (see page 200 for more details on
the selection process).
We acknowledge the importance of fostering resilience when faced with climate-related opportunities and risk (pages 200-207). The transition to a low-carbon economy under
both IEA scenarios is creating new revenue opportunities for us, as well as challenges from rapid technological, regulatory, and behavioural changes. Our market-led innovation,
sustainable investment, clear sighted strategy, and excellent stakeholder management continue to strengthen our resiliency response to mitigate climate-related risks while
capitalising on opportunities. We recognise the importance of assessing and managing physical risks associated with climate change. We conduct comprehensive risk assessments
to identify vulnerable assets through our third-party insurance provider and prioritise adaptation strategies. This involves regularly monitoring and evaluating the performance of
our assets in the context of changing climate conditions. By leveraging advanced technologies and data driven insights, we aim to optimise asset performance, reduce
vulnerabilities, and ensure long-term sustainability.
Progress made in 2025 To align with best practices, our ambition is to renew our detailed comprehensive climate scenario analysis every three years as required by the UK Listing Rules, unless there is a
significant change to the business or external change related to identified risks and opportunities that requires an update sooner. Our last scenario analysis was conducted in 2023
and was approved by the Board in February 2024 and disclosed in the 2023 Annual Report. Our later DMA process provided useful validation of this process as we held a focus
group to assess the scoring and impacts within our value chain. No substantial changes in the climate-related risks and opportunities assessed in 2023 were identified through the
DMA. Our next planned date for a full climate scenario analysis will be in 2026. We intend to continue to review our climate-related risks and opportunities annually through our
risk management process, adjusting any financial impacts based on the latest data and drive progress on our resiliency actions in line with our targets and goals.
Further improvement To align with TCFD and IFRS S2 best practices, we will renew our scenario analysis every three years to ensure we provide the most up to date and relevant information, unless a
significant change to the business or external environment warrants a quicker refresh. We will continue to drive our process for resiliency action ownership in line with our Climate
Action targets and goals across the organisation.
More information
onstrategy
Read more relating to the strategy in our scenario analysis section on pages 200 to 207
Sustainability continued
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IMI plc Annual Report 202561
TCFD disclosures continued
Risk management
a) Describe the organisation’s processes for identifying and assessing climate-related risks
How we comply Climate-related risks are considered as part of IMI’s risk management process and through our Better World agenda. These risks, identified and reviewed by the sectors and
functions, supported by risk champions, map to several principal risks and are included in annual risk management presentations to the Executive Committee and the Board.
Wehave production disruption as a principal risk which covers business disruption relating to natural disasters, extreme weather events, physical risks from climate change,
andtherisk of failing to adapt to climate change. Climate change is a feature of the following principal risks:
– Ethics, compliance and governance
– Talent and engagement
– Lack of innovation
– Production disruption
Climate-material risks and opportunities were grouped under Priority Focus Areas before conducting the climate scenario analysis. A financial overlay identified a subset of these
asfinancially material, assigning a lower and upper business revenue exposure range over the near-term five-year timeframe.
Progress made in 2025 We continue to build on the work conducted in 2023 on assessing our climate-related risks and opportunities and have incorporated the additional outcomes of the site-by-site
natural hazard analysis into our assessments.
Further improvement We will continue to monitor and assess the risks and opportunities that were not deemed financially material as part of our annual risk management process, as they may become
significant in the future due to new developments in our business or market conditions. We will maintain a comprehensive global review of current and emerging climate-related
regulatory developments and continue analysing and monitoring risks relevant to IMI’s assets, supply chain, value chain stakeholders, and products and services.
b) Describe the organisation’s processes for managing climate-related risks
How we comply To enhance the Board’s strategy resilience through the lens of climate change, the comprehensive analysis of climate risks and opportunities for IMI prepared in 2023 using the
TCFD framework is maintained and referenced when preparing strategic plans for Board review (see page 200). Our engineering and procurement teams are continuously
reviewing product components, obtaining certifications for more sustainable materials, and refining sourcing policies to ensure good availability and pricing. Production and
supply chain teams are diligently assessing product compliance with new regulations and exploring alternatives for various components, such as reducing lead content in brass.
Across our sectors, we have selected suppliers to investigate sustainability topics, including climate impact, human trafficking and slavery, organisational commitment, and labour
rights, incollaboration with our third-party compliance partner.
Progress made in 2025 Key climate-related risks and opportunities are reviewed and discussed at our sector operating performance reviews. Climate risks are assessed by sector leadership teams before
being presented to the Executive Committee for review and inclusion in the wider risk register. During 2025, we introduced a sector risk committee to review the risk profile of our
operations which included a review of climate-related risks and mitigating actions.
Further improvement To increase resilience and mitigate climate-related risks, we continue to execute our strategy by focusing investments into more resilient, low-carbon markets. These markets
provide solutions to support the transition and mitigate the long-term effects of climate change through innovation and technology transfer. This strategy includes both organic
and inorganic growth investments, guided by our Product Sustainability Assessment. We will also continue to collaborate with our risk champions to ensure focus and
accountability in addressing these risks and opportunities.
c) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk management
How we comply Climate-related risks are identified and reviewed by sector or functional teams as relevant, supported by relevant risk champions. The most important, inform our Group and
principal risks. These are included in risk management presentations to the Executive Committee and the Board. During 2025, we reviewed and confirmed the previous mapping
exercise to integrate, match, and overlay the resulting climate-related material risks in the principal risk register.
Progress made in 2025 We are introducing a risk portal to digitise our risk management process which we will use for identifying, monitoring, and assessing climate-related emerging issues. This will help
usregularly update our Sustainability Committee and Board.
Further improvement We continue to include climate-related risks in the risk management process and implement mitigation actions where appropriate.
More information on
risk management
See risk management on page 65
Sustainability continued
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IMI plc Annual Report 202562
TCFD disclosures continued
Metrics and targets
a) Disclose the metrics used by the organisation to assess climate-related opportunities and risks in line with its strategy and risk management
How we comply We are committed to ambitious, science-based climate targets, focusing on reducing emissions and minimising our environmental impact. To achieve these goals, we have
established several climate-related metrics aimed at cutting greenhouse gas emissions, water usage, and waste (see page 43). In addition, our Scope 1 & 2 reduction targets feature
within our Executive Remuneration structure (see page 116). We are proud to announce that our Scope 1 & 2 greenhouse gas emissions have been verified by a third-party
consultancy according to ISO Standard ISO 14064-3, underscoring our commitment to transparency and accountability.
Progress made in 2025 While we have considered various metrics for climate-related risks, the metrics and targets set out on page 43 demonstrate our commitment to mitigating these risks. This
commitment is reinforced through our sustainability linked revolving credit facility, which links financing terms to performance against key metrics, including Scope 1 & 2 CO₂
intensity, water intensity, and women in management. In addition, IMI’s Scope 1, 2 & 3 near-term and net zero climate targets have been approved by the Science Based Targets
initiative (‘SBTi’).
Further improvement We will continue to evaluate options to develop an internal carbon price, to guide investment decisions and capital allocation, including consideration of the financial impact of
potential carbon regulations e.g. EU CBAM. Recognising the importance of an internal carbon price as a forward-looking metric, we plan to incorporate this into our net zero and
transition plan workstream in 2026. This will help us better manage climate-related transition risks and opportunities.
b) Disclose Scope 1, Scope 2, and if appropriate, Scope 3 emissions, and the related risks
How we comply Details of our achievements against our climate-related targets, including CO
2
intensity, can be found in the ‘Sustainability at a glance’ section of this Annual Report (see page 43).
We complete our Scope 1 & 2 calculations annually, verified according to ISO Standard ISO 14064-3. Additionally, we conduct Scope 3 calculations and plan to have these verified.
We follow the Defra Environmental Reporting Guidelines (2019) and the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition). Historical
periods are included to allow for trend analysis.
Progress made in 2025 We have worked with our third-party consultants, Ricardo (a member of WSP) to calculate our Scope 1, 2 & 3 emissions.
Further improvement We continue to strive to improve the quality of our Scope 3 analysis and data.
c) Describe the targets used by the organisation to manage climate-related opportunities and risks and performance against targets
How we comply Our strategy is aligned to our sustainability ambitions, including our targets which have been approved by the Science Based Targets initiative (‘SBTi’):
– Reduce our total Scope 1 & 2 CO
2
intensity by 60% by 2030 (based on a 2019 baseline) and achieve net zero for these emissions by 2040. 2025: 54% reduced.
– Reduce Scope 3 emissions by 25% by 2030 (2025: 11% reduced compared to the baseline) and reach net zero by 2050 (SBTi approved)
– Maintain water intensity (m³ per million pounds of revenue) below 75m³ per million pounds of revenue (a 33% reduction compared to 2020). 2025: 70m³ per million pounds
ofrevenue. See our website for current and historic data
– Cut non-recycled hazardous waste by 50% by 2030 (compared to 2022). 2025: 43% decrease.
– Reduce absolute market-based Scope 1 & 2 emissions by 67.2% by 2030 from a 2019 baseline of 39,009 tCO
2
e (SBTi approved). 2025: 64% reduced. See our website for current
and historical figures.
Progress made in 2025 We have integrated our Climate Action strategy output, including our updated assessment of net zero initiatives, into a draft Climate Transition Plan which we continue to develop
and will complete in 2026.
Further improvement Continue to expand Scope 3 verification. Advance a Climate Transition Plan in line with the TPT framework in 2026 and report appropriately. Continue to expand and develop
carbon emission reporting by product.
More information on
metrics and targets
See SECR table page 55, Sustainability at a glance pages 42 to 43
Sustainability continued
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IMI plc Annual Report 202563
Non-financial and sustainability information statement
This statement is made in compliance with
sections 414CA and 414CB of the Companies
Act 2006 (Companies Act) to provide an
understanding of our position on key non-
financial matters.
Description of the business model
Our business model is on page 5.
Non-financial key performance
indicators
Non-financial KPIs on pages 28 and 29.
Our policies
Policies with an * are published on our website
www.imiplc.com. All other policies mentioned
are available to employees via IMI’s internal
communications platform, Workvivo. Our Code
of Conduct* sets our ethical standards and we
operate a Global Speaking Up Policy. We also
now have a Sustainability Policy*, which sets out
our overarching commitments to responsible
and sustainable business practices. Our policies
are described in more detail in the Sustainability
Report on pages 40 to 63.
Policy, due diligence and outcomes
Our risk management framework is on page 66.
Our principal risks and uncertainties are covered
in pages 65 to 70. Our viability statement and
going concern statement is on pages 71 and 72.
More information is described in the Audit
Committee Report from page 98 to 101.
Environmental matters
Environmental matters feature in our principal risks
including ethics, compliance and governance on
page 69 and production disruption on page 68.
We maintain a Group HSE Policy and have
embedded an HSE Framework to monitor site
HSE controls. Our sustainability reporting is on
pages 40 to 63. Our Task Force on Climate-
related Financial Disclosures is on pages 57 to 63.
Details of our 2025 carbon reduction can
befound on pages 54 and 55.
Employees
Our employee-related risks are talent and culture
described on page 68 and ethics, compliance
and governance covered on page 69. The
Empowering People section of the Sustainability
Report on pages 48 to 51 describes:
– Our performance culture
– Our employee engagement activities
including the 2025 engagement score –
seealso a description of the activities of our
workforce engagement NED on page 87
– Our Board Policy on Diversity, Inclusion and
Equal Opportunities and practices – more
information is in the Nomination Committee
Report on pages 94 to 97. OurGender and
Ethnicity Pay Report* isonour website
– Our policies and approach to wellbeing and
development, including our Global
Menopause Policy. We maintain a Group HSE
Policy and have embedded an HSE Framework
to monitor site HSE controls. Our health and
safety performance, including our Total
Recordable Incident Frequency Rate, is
described on pages 29 and 51.
Social matters
Principal risks associated with social matters are
product failure and non-compliance on page
69, ethics, compliance and governance on page
69, production disruption on page 68 and talent
and culture on page 68. We maintain a Group
HSE Policy and have embedded our HSE
Framework to monitor site HSE controls. Our
health and safety performance is described on
pages 29 and 51. Our Supply Chain Code of
Conduct* sets out ethical standards for our
direct suppliers and we operate a Global Supply
Chain Onboarding Policy. More information can
be found in the Responsible Business section of
the Sustainability Report on pages 44 to 47.
Human rights
Our commitment to human rights is summarised
in the Responsible Business section of the
Sustainability Report on page 47 and outlined in
our new Human Rights Policy*. Our Modern
Slavery Act Statement describes our key risks
and our processes. Our most recent statement is
available on our website. The main principal risks
linked to human rights are ethics, compliance
and governance on page 69 and production
disruption on page 68. Our policies related to
human rights include our Code of Conduct*, our
Global Speaking Up Policy, our Supply Chain
Code of Conduct* and we operate a Global
Supply Chain Onboarding Policy. More
information can be found in the Responsible
Business section of the Sustainability Report
onpages 44 to 47. Our new Global AI Policy
describes how to use data and AI responsibly.
Our employment-related policies are described
in the Empowering People section of the
Sustainability Report on pages 48 to 51.
Anti-bribery and corruption
We have mature bribery prevention procedures
that are described in more detail on pages 46
and 47 ofthe Responsible Business section
ofthe Sustainability Report and within the
description of our principal risk, ethics,
compliance and governance on page 69. Our
Global Speaking Up Policy and our Internal
Investigations Protocol cover the reporting and
investigating ofany concerns raised. Our
Corporate Tax Strategy* can be found on our
website.
Stakeholders and our
section172(1)statement
Stakeholder engagement information is on
pages 36 to 39 and 86 to 92. Directors must
promote the Company’s success for
shareholders and other stakeholders including
employees, suppliers, and the community.
Details about the Board’s considerations under
Section 172 (a)–(f) of the Companies Act 2006
are available on pages 90 to 92.
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IMI plc Annual Report 202564
Risk management
How we manage risk
Effective risk management is crucial for both our
strategy and daily operations, as it protects our
assets and ensures we follow regulations. Our
thorough risk management approach helps us
spot potential threats and opportunities early on,
building resilience and supporting sustainability.
This system lets us identify, assess, and handle
risks including new ones that could affect how
well we perform, our reputation, or our ability
tocarry out our plans. The Board has carried
outa robust assessment of the emerging
andprincipal risks.
The Board agrees IMI’s risk appetite that sets out
how much risk we’re willing to accept to reach
our goals, reflecting our focus on financial
stability, strong reputation, and sustainable
profitable growth.
By aligning our risk taking activities with
ourriskappetite, we ensure that we pursue
opportunities that offer the best potential for
reward while managing potential downsides
effectively. Our risk management framework is
dynamic, documented and regularly reviewed. By
conducting risk assessments, monitoring risks and
implementing internal controls, we canpursue
opportunities without exposing IMI to unexpected
or excessive levels of risk. By embedding risk
management into our corporate culture, we
enhance decision-making processes, protect
stakeholder value and drive long-term growth.
Our approach is structured around the three
lines of defence model:
First line – risk ownership and management.
Everyone is responsible for identifying and
managing risks as part of their role to support
delivery of IMI’s strategic objectives. This
includes applying the IMI values, policies,
procedures and internal controls.
Second line – monitoring and compliance.
Thisis the oversight, review and challenge
provided by sector leadership teams, functional
leadership, the Chief Operating Officer’s team,
the Executive Committee and the Board. A range
of policies, frameworks, tools and support are
developed and provided to enable risk and
compliance to be managed by the first line.
Third line – independent assurance.
Independent assurance is provided through a
combination of the Group Assurance function
and external assurance providers. Operating
outside the risk management and operational
processes, the third line evaluates how
effectively the first two lines manage IMI’s risks
and offers an objective view of overall control
effectiveness. This independent oversight also
includes monitoring the work undertaken by the
sector audit teams.
Our Governance Framework
Our risk management governance framework
isembedded at all levels of the organisation.
This framework includes clear policies and
procedures, defined roles and responsibilities,
and regular reporting and communication
channels. It integrates risk management into
strategic planning and decision-making
processes. It uses a ‘top down, bottom up’
approach that allows the Board, the Executive,
Group functions, sector and site leadership
teams toassess risks and to monitor the
measures usedto mitigate or avoid such risks.
This ensuresalignment with our strategic goals
andour Board approved risk appetite. For
moreinformation on the role and responsibilities
of the Board and its Committees, please
refertopages 82 to 84 of the Corporate
GovernanceReport.
Risk activities in 2025
We have continued to refine our risk
management framework in 2025. We introduced
the Sector Risk Committee, which meets twice a
year, comprises the Executive Committee, Head
of Risk and Sustainability and Sector Presidents
and reviews each sector’s risk profile. As well
ascontinuing to foster our safety-first culture,
keyactivities have included re-evaluating the
relevancy and description of our principal risks.
As a result, we decided to:
– remove the principal risk of delivering
transformation projects on time and
withinbudget as our 2019 restructuring
programme has now concluded;
– and merge failure to manage the supply chain
with natural phenomena and climate change
to become production disruption.
These updates ensure that our risk management
efforts are aligned with our strategic priorities
and better positioned to support sustainable,
profitable organic growth.
– Evaluating cyber risk following our attack in
February 2025 has been a significant area of
focus for us. We continue to invest in our
cyber defences to mitigate this evolving risk
– We have also enhanced our digital capabilities
and promoted the responsible use of AI
– Managing global economic and geopolitical
risks is a critical component of our risk
management strategy. There have been
escalating conflicts and significant political
shifts in 2025. We continuously monitor
globaleconomic trends and geopolitical
developments to anticipate and mitigate
potential impacts on our strategic goals,
operations and compliance. This includes
diversifying our supply chain, engaging in active
scenario planning, and maintaining strong
relationships with key stakeholders. We have
also worked hard to mitigate against the impact
of global tariffs applied by various governments
– Updating our risk assessments to ensure
alignment with the outcome of the Double
Materiality Assessment in 2024 has refined our
understanding of business risks and enabled
us to integrate sustainability deeper into our
risk management processes, in particular
supply chain and impacts of extreme weather
– Initiating a review to revise our risk
management and internal control processes to
develop a unified approach to both financial
and non-financial risks and opportunities
– Implemented a controls and risk assessment
and monitoring portal (AuditBoard) where we
have identified material controls from principal
risks and embedded these into the tool
Responsibility for IMI’s risk management has
now moved to a newly created role, Head of
Risk, who reports to the Chief Financial Officer.
Looking ahead to 2026, we anticipate our key
risk focus areas will include:
– Enhancing our cyber security posture,
building upon the lessons learned from the
cyber incident in the first quarter of 2025
– Strengthening our supply chain, embedding
resilience and meeting evolving sustainability
requirements
– Continuing our focus on maintaining
asafety-first workplace
– Investing in new technologies and innovative
solutions to maintain our competitive edge
and drive growth
– Addressing climate-related exposures by
advancing our sustainability initiatives and
reducing our carbon footprint
– Staying ahead of and promoting compliance
with evolving and fragmented regulations
By proactively addressing these risks, we ensure
business continuity and protect our long-term
growth prospects.
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IMI plc Annual Report 202565
Board
The Board holds ultimate
responsibility for shaping
organisational culture,
approving strategy, and
ensuring the effectiveness
of IMI’s risk management
and internal control
frameworks. It evaluates
principal risks (including
ESG risks via the
Sustainability Committee),
monitors emerging risks,
and sets theGroup’s risk
appetite, determining the
nature andextent of risk to
be undertaken in pursuit
oflong-term strategic
objectives. Oversight and
monitoring are conducted
at Board level or via its
Committees, utilising
governance processes
suchas strategy reviews,
executive reporting, and
targeted analysis of specific
risk areas. The Board
receives regular updates
from subject matter experts
regarding key risks, along
with reports on issues
raised through the IMI
Hotline. Furthermore, it
reviews the effectiveness
ofwhistleblowing, bribery
prevention, and anti-fraud
procedures. Additional
details regarding the
Board’s role are available on
page 82 of the Corporate
Governance Report.
Our Governance Framework
Emerging risks
Our assessment of emerging risks is a
continuous process that involves horizon
scanning and scenario analysis to identify
potential threats and opportunities that could
impact our business. Emerging risks are
considered throughout the Board cycle,
including during the Board strategy and in risk
reviews. Below Board level, emerging risks are
considered at Executive meetings and as part of
operational performance reviews of each sector
and the Sector Risk Committee. The Board and
the Executive Committee review the outcome of
the emerging risk assessment. In 2025, we
identified several new emerging risks, including
rapid and regulatory changes in digital and AI
laws. We continue to monitor this evolving
situation to assess the risk of escalation as part
of our existing principal risks. By staying vigilant,
we aim to develop strategies to mitigate their
impact, ensuring that IMI remains resilient and
well-positioned for future success. We do not
expect all emerging risks to become future
principal risks at this stage; however, we track
them to gain a better understanding of their
trajectory and potential impact. We continue to
be vigilant and ensure that we have appropriate
mitigations in place for the early identification
and quantification of risks. More detail on how
our climate-related risks may evolve is contained
in our TCFD statement on pages 57 to 63.
Risk management continued
Audit Committee
Reviews the effectiveness of IMI’s risk and internal control frameworks for financial risks, receiving reports from our
external auditor and our internal, independent Group Assurance team. It also reviews the results from the internal controls
declarations self-assessment process. Please see the Audit Committee Report from page 98 for more information.
Sustainability Committee
The Sustainability Committee oversees the effectiveness of the IMI’s sustainability-related risks and opportunities,
ensuring that material ESG and climate risks are identified, assessed and integrated into the wider risk management
framework. It reviews disclosures and performance against sustainability commitments, receiving updates on
emerging risks, regulatory developments and the robustness of associated mitigation plans.
Executive Committee
Supports the Chief Executive Officer, who has overall responsibility for establishing risk management and internal control
systems and ensuring that risks are appropriately managed. The Executive Committee receives reports on and evaluates
business risk profiles, communicates risk appetite and assesses emerging risks. It also ensures that the risk appetite of the
Board is communicated across the business, escalates issues to the Board as required and proposes principal risks for
reporting to the Board. In its review capacity, the Executive Committee evaluates IMI’s risk profile.
Sector Risk Committee
Provides a forum for Sector Presidents to present sector risk profiles for review and discussion. These risk profiles
inform the Group risk profile. This Committee considers the appropriateness of sector responses to identified risks and
checks for any gaps, and requires risk owners to evidence how they provide assurance that controls areeffective.
Head of Risk
Responsibility for the development of the Group risk management framework sits with the Head of Risk who supports
the Executive Committee in identifying and assessing risks.
Group functions
Responsible for setting appropriate functional risk management policies and controls at Group-level and supporting the
sectors in their implementation of these policies to ensure that risk appetite is understood and risks are appropriately
managed. Group functions develop a standardised approach to identifying and reporting risk as well as monitoring risks
and related key controls.
Sector leaders
Responsible for day-to-day identification and management of risks within their sector, ensuring that business activities are
conducted in accordance with Group and sector policies and standards. Sector leaders also review the results from relevant
assurance activities and require risk owners to evidence how they provide assurance that controls are working effectively.
Site leaders
Responsible for day-to-day identification, management and escalation of risks at their site, ensuring that business
activities are conducted in accordance with Group and sector policies and standards.
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IMI plc Annual Report 202566
Our principal risks
The principal risks facing IMI are shown in order of priority in the table below. This analysis covers how
each risk (net of mitigating controls) could impact our strategy, our risk appetite to the particular risk and
how our assessment has changed during 2025. It also explains what we are doing to monitor and
mitigate each risk area. The rating shown is a combination of impact and likelihood combined.
Principal risk Description and change in year How we manage the risk
1. Global economic
uncertainty and
politicalinstability
Rating
Very high
Appetite
Medium
Trend
Stable
Velocity
Moderate
The Group operates in diverse global markets, with demand for
our products influenced by economic, geopolitical, and sector
specific environments. A downturn in the global or regional
economy, driven by economic cycles, conflict, or political
instability in key markets, could adversely affect demand,
revenue, profit, trade, and our strategic objectives. This risk
remains elevated due to ongoing conflicts in Ukraine, the Middle
East and elsewhere, which threaten global stability and peace.
Uncertainty is further heightened by recent political events, and
a trend toward increasing protectionism. The economy remains
vulnerable to geopolitical shocks, which, alongside climate-
related disruptions, pose risks to our business operations, supply
chains, and cost structures. The emergence of tariffs into the
geopolitical arena also pose significant challenges for serving
our customers. We continue to closely monitor these
developments, assess their impacts, enhance our resilience,
andidentify potential opportunities.
We develop annual strategic plans and maintain a balanced portfolio across diverse markets,
sectors, and geographies, ensuring no single dependency. These plans are rigorously stress tested,
and market dynamics are continuously monitored. We also consider the inter-relationship between
this risk and other global tensions, such as cyber threats and supply chain disruptions. Contingency
plans are in place to adapt our operational footprint in response to geopolitical changes or other
disruptions that may impact our ability to trade internationally. Our sectors foster strong customer
relationships and use forecasting processes to identify early signs of reduced customer demand,
enabling proactive and rapid management of operational output and the supply chain. We have
specific action plans for high risk suppliers. Sector teams leverage data and tools to manage order
books, track milestones for major projects, and monitor customer credit ratings. These key metrics
are integrated into monthly operational performance reviews and Executive Committee meetings,
ensuring informed decision-making and strategic alignment.
2. Cyber
Rating
Very high
Appetite
Very low
Trend
Increasing
Velocity
Fast
Unauthorised access to our IT systems and information poses
significant risks, including business disruption, adverse impacts
on our future trading position, reputational damage, and financial
loss. These risks arise from the potential inability to access our
systems or data, as well as the loss or misuse of confidential
information, intellectual property, or personal data. Like many
companies, we see an increase in the volume and complexity of
cyber threats. Consequently, we maintain a high level of vigilance
and classify this risk as very high. In February 2025, we
announced that we were the victim of a cyber attack which
resulted in unauthorised access to our systems. As part of our
response to this incident, we made the decision to swiftly take
our systems offline in order to contain and eliminate the problem.
Our Chief Financial Officer has responsibility for IT security and,
in 2025, completed the London Business School’s ‘Cybersecurity
and Digital Trust for Leaders’ course.
We continue to invest in strengthening our IT security measures
including specialist teams as the external landscape evolves.
Our IT security strategy is reviewed, updated and presented to the Board for approval every year.
Our suite of IT policies and procedures is supported by ongoing security awareness campaigns
andtraining for our employees. To stay ahead of emerging threats, we implement improvements
toour IT infrastructure, which inform our future investment planning. We maintain comprehensive
backups across the Group and engage specialist consultants and service providers as needed.
Ourcyber incident management and communications were activated in relation to the cyber
attackwe reported in February 2025 – these allowed us to respond to and neutralise the attack.
Risk management continued
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IMI plc Annual Report 202567
Principal risk Description and change in year How we manage the risk
3. Production disruption
Rating
Medium
Appetite
Low
Trend
Stable
Velocity
Fast
We recognise that disruption to production can be caused by
several different events. We include both failure to manage the
supply chain and risks derived from natural phenomena and climate
change as key aspects of this risk. Failure to maintain a robust
supplier and supply chain network could impact our ability to grow
our business profitably, deliver on our sustainability commitments,
and meet customer requirements. Global supply chains remain
fragile, facing ongoing challenges from geopolitical tensions,
weather events, and labour strikes, which necessitate increased
agility and resilience. Pandemics, fires, floods, extreme weather
events, and climate change present a risk to life and disruption to
our operations and production. Failing to adapt to the physical risks
arising from climate change falls within this risk. This risk has
remained at a medium and stable level throughout the year. More
information about our assessment of climate-related risks and
opportunities can be found in the TCFD statement on pages 57 to
63. In 2026, we will continue to focus on enhanced oversight,
ongoing monitoring, and implement new actions to improve our
readiness to respond to known and anticipated supply chain and
climate change disruptions (including potential tariffs). These
measures will help maintain our resilience and differentiate IMI in
the marketplace.
Our strategic focus is on ensuring the stability, reliability and sustainability of our suppliers,
balancing cost, quality, and proximity to production and customers. We closely manage high risk
suppliers, increase dual sourcing options, and regularly review our supplier base to maintain
resilience and compliance with increasing data requirements. In parallel, we are dedicated to
strengthening our climate resilience by maintaining robust emergency response and business
continuity plans, identifying sites at highest climate risk, and diversifying product sourcing across
multiple sites. These actions help mitigate the risk of delivery disruptions and reduce the likelihood
of disruption to production or operations.
4. Talent and culture
Rating
Medium
Appetite
High
Trend
Reduced
Velocity
Moderate
The inability to attract or retain a diverse set of employees with
the required set of skills and experience in the desired location
and maintain a positive, inclusive culture. Talent and culture risk
has reduced as there has been good progress on employee
engagement, the new employee value proposition has been
launched, a range of wellbeing-related policies have been
launched and new development programmes targeted at middle
managers and rising stars are underway. Our engagement score
can be found on page 48. More detail on engagement, talent
development and culture can be found on pages 48 to 51.
Employee engagement remains a key component of our talent and culture strategy. We leverage our
internal communications platform, the IMI Way Day, our global Employee Assistance Programme,
graduate and early careers programmes, leadership training, and the annual One Big Voice survey to
foster engagement. Each site develops action plans to address areas for improvement. HR Business
Partners regularly and proactively assess this risk by reviewing regretted turnover, exit interviews, the
percentage of vacancies filled internally, performance objectives, talent reviews, and succession
plans. External consultants are engaged to ensure our remuneration practices are appropriate and
competitive. The Nomination Committee reviews our Group Inclusive Culture dashboard, as well as
succession and development plans for the Executive Committee.
Risk management continued
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IMI plc Annual Report 202568
Principal risk Description and change in year How we manage the risk
5. Ethics, compliance
andgovernance
Rating
Medium
Appetite
Very low
Trend
Stable
Velocity
Moderate
A material breach in areas such as anti-bribery, anti-corruption,
competition law, data privacy, export controls, sanctions, or tax
compliance could lead to significant financial and reputational
damage. Given the markets in which IMI operates, the risk of
regulatory breach remains a critical focus. This risk has remained
at medium and stable throughout the year.
IMI has a comprehensive Code of Conduct, supported by policies, Standard Operating Procedures,
and guidance, which outline the Group’s standards from legal, compliance, and governance
perspectives. Mandatory Code of Conduct training was updated and relaunched in 2025. See page
46 for more information. Each sector assesses its own compliance risk and formulates an annual
compliance plan, with results regularly reported to the Board. This is supplemented by certifications
of compliance through the internal control declaration process. In sectors where business is
conducted through agents, we have a detailed process to ensure they adhere to our high standards
of business conduct. Know Your Customer checks, enhanced due diligence on third parties, and
compliance with trade controls and sanctions are governed by Standard Operating Procedures and
executed using Group-wide software. We continuously enhance our data and digital framework to
meet new and evolving laws. Our Legal and Compliance training programme is implemented across
IMI, with new employees enrolled in relevant training, including data privacy and our Code of
Conduct. We operate a confidential, independent IMI Hotline for reporting concerns, which are
thoroughly investigated, and actions are taken as needed. The Group’s Ethics and Compliance
Committee meets monthly to review all hotline reports, external complaints, and internal referrals
of serious Code of Conduct breaches. Material legal and compliance issues, as well as concerns
raised via the IMI Hotline, are reported to the Board. IMI has taken steps to comply with its legal and
regulatory obligations in relation to the cyber attack we reported in February 2025. See pages 44 to
47 for further detail on our approach to responsible business.
6. Product failure and
non-compliance
Rating
Medium
Appetite
Very low
Trend
Stable
Velocity
Fast
A failure or underperformance of our products could result in
injury, death, property damage, non-compliance with product
regulations, or customer dissatisfaction. This could also lead to
financial loss and reputational damage. This risk has remained at
a medium and stable level throughout the year.
Our quality management systems, quality operating policies, product quality plans, and escalation
processes ensure we meet product quality, safety, and compliance requirements. We have well
embedded process controls, continuous improvement programmes, and Advanced Product Quality
Planning processes. Our most critical projects undergo extensive testing of the finished product
and require customer sign-off. We ensure that products with digital elements and/or incorporating
AI meet relevant standards. We maintain a detailed mapping of our engineering resources across
customers and geographies. Elements of our product quality, compliance, and quality management
systems are audited by external third parties. In the event of significant issues, we implement a
process that includes full root cause analysis, the creation of action plans, and a lessons learned
debrief to prevent recurrence.
Risk management continued
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IMI plc Annual Report 202569
Principal risk Description and change in year How we manage the risk
7. Failure to invest in our
digital capabilities and
leverage new technologies
(including generative AI)
Rating
Medium
Appetite
Medium
Trend
Stable
Velocity
Moderate
Failure to invest in our digital capabilities and emerging
technologies, including generative AI, may limit our ability to
capture future opportunities, improve how we work, and
respond to disruptive technological threats. We continue to
invest in technology to maintain our competitive edge, enhance
productivity, and deliver greater value to customers. These
investments also strengthen customer relationships, reduce
complexity, and improve the insights we gain from our data. This
risk has remained at a medium and stable level throughout the
year.
We continue to enhance our policies and procedures to ensure the safe, responsible and ethical
development, investment, and use of digital technologies, AI, and digitally enabled products. In
2025, we launched our AI manifesto, our AI policy and rolled out AI training. We have deployed a
secure, private generative AI tool for internal use across IMI, enhancing productivity and innovation.
We utilise proven CRM and business analytics tools to generate valuable data intelligence.
Additionally, we continuously enhance our IT security and data governance frameworks to reflect
internal and external developments. In addition, we have introduced an AI policy and rolled out
compulsory training for all our employees using AI.
8. Lack of innovation
Rating
Low
Appetite
High
Trend
Stable
Velocity
Moderate
Failure to develop and commercialise new products to address
customers’ critical problems could hinder our growth.
Collaborating with our customers and solving their acute
problems is essential for accelerating profitable organic growth
in sustainable applications. This risk has remained stable and is
rated low.
Each sector has a strategic growth plan that is regularly reviewed. We develop growth opportunities
across short, medium, and long-term horizons. Our culture fosters a growth mindset, and our
Growth Hub processes manage the innovation pipeline, advance projects, accelerate and scale
applications engineering, and apply commercial reviews to focus on the best opportunities. We
prioritise attracting, retaining, and developing the right talent to achieve our growth ambitions.
9. Failure to deliver the
acquisition case
Rating
Low
Appetite
Medium
Trend
Reduced
Velocity
Slow
Failure to deliver the business case for acquisitions could lead
tobroader business disruption, lower revenue and profit
performance, and compliance failures. This, in turn, could
erodeshareholder confidence and damage our reputation.
Thisrisk has remained stable and is rated low.
Our robust pre-acquisition due diligence processes enable us to identify synergies and build a
strong business case. We track all acquisitions to ensure they deliver value through planned
synergies, with IMI providing ongoing support and training for local management teams.
Integration progress is monitored and reported to the Group monthly. The Board receives regular
updates and, with the assistance of internal assurance teams, conducts a review in the third year
after each acquisition. We have implemented our integration playbook, detailing key topics for
integrating newly acquired companies, including establishing a steering group to monitor the
integration plan’s delivery.
Risk management continued
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IMI plc Annual Report 202570
The directors perform an assessment of the
Group’s longer-term prospects through its
annual strategic planning process.
This process considers our current financial
position, business model, and principal risks set
out on pages 67 to 70 to develop a five-year
strategic and financial plan that is reviewed and
approved by the Board. The plan reviewed in
2025 considers the period to 31 December
2030. As part of this process the directors also
assess the viability of the Group by performing a
stress and sensitivity analysis that considers a
series of scenarios linked to principal risks and
reasonable assumptions and expectations.
The results of this scenario analysis are
summarised below. Based on this assessment,
and other matters considered and reviewed
bythe Board, the directors confirm that
theyhave a reasonable expectation that the
Company will be able to continue in operation
and meet its liabilities as they fall due over the
period from the date of this Annual Report to
31 December 2030.
The directors determined that the period to
31 December 2030 constituted an appropriate
period over which to make its assessment of
viability. Whilst the directors have no reason to
believe the Company will not be viable over a
longer timing horizon, the five-year period to
31 December 2030 was chosen as it was aligned
with the Company’s business and strategic
planning timing horizon and is a sensible period
for such an assessment. The period assessed for
the viability statement is consistent with the
forecast periods used by the Group for the
purposes of impairment testing and for assessing
the future realisation of deferred tax assets.
Accordingly, the directors consider that the
assumptions and outlook applied across these
assessments are appropriate and internally
consistent. It is believed this period provides
readers of the Annual Report with an
appropriately long-term view with which to
assess the Company’s prospects, although future
outcomes cannot be predicted with certainty.
The directors carried out a robust assessment of
the principal risks facing IMI, considering those
that could threaten its business model, future
performance, solvency or liquidity.
The Board has considered the long-term
prospects of IMI based on the strategy, markets,
and business model as outlined previously
within this Report. In the strategic review the
Board highlights a number of factors that
underpin its long-term prospects and viability:
– Leading positions in fluid and motion control
growth markets
– Innovative solutions that create customer
value
– Strong pricing power
– Significant aftermarket exposure
– Highly cash generative, with a disciplined
approach to capital allocation
The business plan was used to assess the
headroom on the Company’s facilities and
tomodel stress tests for ongoing covenant
compliance under scenarios where its principal
risks materialise. The analysis considered both
‘running business’ risks, such as reducing
revenues and margins, as well as one-off
‘event’risks such as product recalls.
All principal risks have been individually and
collectively considered in developing the
following scenarios.
The analysis assumes IMI retains access to
financing and there are no changes to our
covenants, the impact of the principal risks
remain within the severe but plausible scenarios
modelled, and that planned mitigations can be
implemented effectively. This analysis was
performed prior to the disposal of Truflo Marine
being agreed, and this was not considered in the
scenario analysis.
The scenarios considered over a five-year period
to 31 December 2030 were as follows:
1. Scenario 1: A modest global macroeconomic
recession in 2026 representing a 5% reduction
in revenues.
Link to principal risks: Global economic and
political instability.
2. Scenario 2: A product recall with a one-off
cost of £200m in 2026.
Link to principal risks: Product failure or
non-compliance.
3. Scenario 3: A severe global macroeconomic
recession in 2026 representing a 16%
reduction in revenues.
Link to principal risks: Production disruption;
global economic uncertainty and political
instability.
4. Scenario 4: This scenario considers the
combined impact of scenarios 2 and 3, both a
£200m product recall and a 16% reduction in
revenues due to macroeconomic recession.
Link to principal risks: Product failure or
non-compliance; production disruption; global
economic uncertainty andpolitical instability.
The analysis considered realistic mitigating
actions based on historic performance,
including reducing working capital, deferring
capital expenditure and reducing overhead
spend and employee costs.
The directors were satisfied that the scenarios
considered did not result in a breach of loan
covenants during the five-year period.
Viability statement
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IMI plc Annual Report 202571
Going concern
The Board considered a reverse stress test
whichdemonstrated that a breach of covenants
would not occur unless there was an extreme
unforeseen event causing a revenue reduction
of greater than 52% in the 12 months following
approval of the Annual Report. Mitigating
actions considered for this reverse stress test
include, but are not limited to, reducing working
capital, restricting capital expenditure, reducing
overhead spend and employee costs, and
cutting or suspending dividend payments to
shareholders. The mitigating actions do not
assume any special governmental support other
than normally available schemes such as
short-term working in certain countries.
The Board considered the Group’s liquidity,
available banking facilities, and banking
covenants, details of which are included in
Note1 to the financial statements. The Board
also considered the Company’s ability to raise
capital in the future, as well as both the ongoing
actions undertaken to prevent occurrence and
the potential actions to mitigate the impact of
any particular risk. In making its assessment, the
Board recognised the principal risks facing the
Company, including those that would threaten
its business model, future performance,
solvency or liquidity. A summary of these
riskscan be found on pages 67 to 70.
The directors’ assessment also recognised
anumber of key features of the Group’s
operations. The Group’s wide geographical and
sector diversification, and the spread of activities
across many production sites, help minimise
therisk of serious business interruption.
Furthermore, our business model is structured so
that the Group is not overly reliant on a fewlarge
customers. Our largest customer constitutes 2%
of Group revenue and our top20customers
account for 13% of IMI’s revenue. In addition, our
ability to flex our cost base reduces our exposure
to sudden adverse economic conditions.
After making enquiries, the directors have a
reasonable expectation that the Company and
the Group have adequate resources to continue
in operational existence for the foreseeable
future and for a period of at least twelve months
following the approval of the Annual Report on
5 March 2026. Accordingly, they continue to
adopt the going concern basis in preparing the
financial statements. Further details are included
within Note 1 to the financial statements.
Approved by order of the Board
Roy Twite
Chief Executive Officer
5 March 2026
Luke Grant
Chief Financial Officer
5 March 2026
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IMI plc Annual Report 202572
Gender
A
B
Independence –
Chair excluded
A
B
C
Nationality
A
B
Age
A
B
C
D
Ethnicity
A
B
A – Male 5
B – Female 4
A – Executives 2
B – Independent non-executives 6
C – Chair 1
A – White 8
B – Asian 1
A – British 6
B – Other 3
A – 35-50 1
B – 51–60 3
C – 61–69 2
D – 70+ 3
Corporate Governance
Governance
ataglance
Board highlights
– Reaffirmed the Group’s strategy
– Focused on board composition and succession
planning, resulting in refreshed board and
committee membership
– Appointed new Remuneration Committee Chair
– Announced agreement to sell Truflo Marine
– Oversight of cyber incident early in the year,
ensuring resilience and continuity
Section Read more
Chair’s Governance Letter 75
Board of Directors and
Executive Committee 76-80
Corporate Governance Report 73-93
Section 172 statement 90-92
Nomination Committee Report 94-97
Audit Committee Report 98-101
Sustainability Committee Report 102-103
Remuneration Committee Report 104-105
Annual Directors’ Remuneration Report 106-126
Directors’ Report 127-130
Statement of directors’ responsibilities 131
Board
composition
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IMI plc Annual Report 202573
Key skills and experience
Number of directors
Director of other FTSE companies
Strategy
M&A
Experience in international operations/emerging markets
Finance and accounting
Manufacturing and engineering
Risk management andcompliance
Sustainability and climate change
Digital transformation, including AI adoption and technology
Reward and recognition
Skills and experience key
Experienced Some experience Little/no experience
2024 UK Corporate Governance Code
The Company has complied in full with all provisions of the 2024 UK Corporate Governance Code during the year ended 31 December 2025, except Provision 29 which
comes into effect on 1 January 2026. The Company has complied with Provision 29 of the 2018 UK Corporate Governance Code. The Financial Reporting Council (‘FRC’)
is responsible for the publication and periodic review of the UK Corporate Governance Code, which can be found on the FRC website: www.frc.org.uk.
Governance at a glance continued
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IMI plc Annual Report 202574
Chair’s Governance letter
Chair’s Governance
letter
I am pleased to present the Governance Report for 2025, my first
full year in the role. This year has been one of continued progress.
Against a backdrop of global uncertainty and disruptions, the Board
has remained focused on ensuring that our governance framework
supports the long-term success of the Group, while upholding the
highest standards of integrity, transparency, and accountability.
In my opening statement (see pages 6 and 7), I provide an overview of our full
yearperformance, showcasing the excellent achievements made possible by the
resilience and commitment of our global team. This Corporate Governance Report
details how we have implemented effective corporate governance procedures to
create long-term value for our stakeholders.
Following the Financial Reporting Council’s publication of the UK Corporate
Governance Code 2024, management has been actively preparing to meet the
requirements of Provision 29, which becomes effective for the financial year ending
31 December 2026. This provision introduces enhanced expectations around the
effectiveness of risk management and internal control processes. For further
information please see page 100.
Jamie Pike
Chair
Your Board
We have overseen a number of important
developments during the year, including the
successful transition of our Chief Financial
Officer and the appointment of Victoria Hull as
Remuneration Committee Chair. We remain
committed to ensuring that the Board has
theright balance of skills, experience, and
knowledge to support IMI’s strategy and culture.
Caroline Dowling stepped down from the
Boardat our 2025 AGM and Victoria Hull was
appointed Remuneration Committee Chair from
this date. You can read more on page 94 of the
Nomination Committee Report.
My own induction for the role of Chair was
thoughtfully structured to ensure I quickly built
adeep understanding of IMI’s business, culture
and governance framework. Through a series
ofone-to-one meetings with Board members,
senior leaders, and key stakeholders,
supplemented by four site visits, I was able to
gain valuable insight into the Group’s operations
and strategic priorities. Please see page 7 for
anoverview of the site visits I have undertaken
inthe year.
Cyber incident
One of the most significant events this year was
the cyber incident, which tested the robustness
of our governance and risk management
processes. The Board responded swiftly,
meeting regularly during the incident to learn
the current status and oversee the Group’s
response, ensuring that appropriate actions
were being taken in relation to our systems,
dataand stakeholders. We also reviewed lessons
learned and are supporting management in
continuing to enhance our cyber resilience
going forward. This experience reinforced the
importance of proactive oversight and the value
of a strong risk and controls culture. On behalf
of the Board, I would like to extend our sincere
thanks to the teams across IMI for their
resilience, dedication, and exceptional efforts
during this challenging time.
Board performance review
In line with the UK Corporate Governance Code,
we undertook an internal Board performance
review this year, led by me and our Chief Legal
Officer and Company Secretary. The review
focused on the Board’s response to recent
challenges, including the cyber incident, and
provided valuable insights into how we can
continue to strengthen our effectiveness
andoversight. The Board was found to be operating
effectively and minor suggestions to improve
performance were noted. The main areas of Board
focus for 2026 relate to furthering Board succession
planning and enhancing Board skills and expertise
in digital, technology and AI.
For further information please see page 93.
Our people
Employee engagement continues to be a priority.
The Board has engaged directly with employees
across multiple sites and we have continued to
listen to feedback received through initiatives such
as the One Big Voice survey and reports raised via
the IMI Hotline. These insights help shape our
decision-making and ensure that our culture
remains inclusive, transparent, and aligned
withourvalues. Further details can be found on
pages 48 to 51 and 87.
Looking forward
As we enter 2026, our focus remains firmly
ondelivering sustainable profitable growth,
enhanced operational resilience and long-term
value for our stakeholders. The macroeconomic
environment continues to evolve, shaped by
geopolitical shifts and technological disruption.
We remain confident in our strategy and our
people and we are well-positioned to navigate
the challenges ahead while seizing opportunities
to lead in our industry. Our commitment to
transparency, accountability and responsible
business will continue to underpin everything we
do. On behalf of the Board, I would like to thank
all of our stakeholders for their continued trust
and support.
Jamie Pike
Chair
5 March 2026
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IMI plc Annual Report 202575
EC
EC
Board of Directors
Directors
Jamie Pike
Chair
Roy Twite
Chief Executive Officer
Luke Grant
Chief Financial Officer
NC
Nationality
British
Age as at 31
December 2025
70
Appointment date
2025
Expertise and experience
– Deep understanding of engineering
– Extensive international business and listed board experience
– Formerly served as Chief Executive Officer of Burmah
Castrol Chemicals before leading the buy-out of Foseco
in 2001 and its subsequent flotation in 2005. Prior to
joining Burmah, he was a partner at Bain & Company
– Previous roles include Chair of Cobham plc, RPC Group
plc and Spirax Group plc
– Jamie was educated at Oxford University, holds an MBA
from INSEAD and is a member of the Institute of
Mechanical Engineers
Key external appointments
– Chair of XP Power Limited*
Specific contribution to the Company’s long-term success
The combination of Jamie’s engineering, international
business, M&A, strategic and governance expertise enables
his effective leadership of the Board to deliver the
Company’s strategic growth ambitions.
Nationality
British
Age as at 31
December 2025
58
Appointment date
2019 as CEO and
2007 as director
Expertise and experience
– Proven organisational and engineering expertise
– Management capability, having run all of IMI’s sectors
– Extensive knowledge of end-markets and customer base
– He was previously a non-executive director of Halma plc
Key external appointments
– Non-executive director of Ashtead plc*
Specific contribution to the Company’s long-term success
Drawing on his extensive management and operational
experience, Roy brings clear strategic leadership, a passion
for and a deep understanding of the engineering sector,
theGroup’s sectors and stakeholders to lead and inspire
theGroup.
Nationality
British
Age as at 31
December 2025
37
Appointment date
2025
Expertise and experience
– Extensive financial management experience, having held
senior finance positions across IMI over a 12-year period
– Strong operational and international experience as
Finance Director for IMI’s Industrial Automation facility
inGermany
– Deep knowledge of IMI and the drivers of its
performance
– Luke began his career in EY’s audit practice and has
completed leadership programmes at Warwick Business
School, IMD and Harvard
Key external appointments
– None
Specific contribution to the Company’s long-term success
Luke brings extensive financial expertise, a global
perspective and a deep understanding of IMI’s operations
and culture. His leadership, strengthened by completing
London Business School’s ‘Cybersecurity and Digital Trust
for Leaders’ course, supports disciplined financial
management, strategic decision-making and long-term
value creation.
Committee Chair
Member
* Listed company directorship
NC Nomination Committee
EC Executive Committee
AC Audit Committee
RC Remuneration Committee
SC Sustainability Committee
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IMI plc Annual Report 202576
AC
SC NC
NC
NC ACAC
Anne Thorburn
Senior Independent Director
Thomas Thune Andersen
Independent non-executive director
Jackie Callaway
Independent non-executive director
Nationality
British
Age as at 31
December 2025
65
Appointment date
2024
Expertise and experience
– Multi-sector experience relevant to IMI including
lifesciences, energy and industrial automation
– Extensive international M&A and strong organic
growthexperience gained as both an executive
andnon-executive director
– Member of the Institute of Chartered Accountants in
Scotland and has formerly served as Chief Financial
Officer of Exova Group plc and Group Finance Director
atBritish Polythene Industries plc
Key external appointments
– SID and Audit Committee Chair at TT Electronics plc*
– Audit Committee Chair at SPT Labtech Limited
Specific contribution to the Company’s long-term success
Anne has significant expertise in financial management,
risk, audit, international M&A and governance to support
delivery of the Company’s strategy and support the
Company Chair as Senior Independent Director.
Nationality
Danish
Age as at 31
December 2025
70
Appointment date
2018
Expertise and experience
– Experienced international business leader in sectors
including oil, energy, marine and critical infrastructure
– Broad experience as a non-executive director of various
public companies
– Special interest in sustainability matters, in particular
corporate governance and climate change issues
Key external appointments
– Chair of Lloyds Register Group, Member of the Danish
Committee for Good Corporate Governance, non-
executive director of BW Group Ltd, Director of Cadeler
A/S, Director of Lambert Energy Advisory Limited
Specific contribution to the Company’s long-term success
Thomas brings a wealth of international business and
board-level experience. He draws on his broad knowledge
and deep expertise in sustainability and culture when
performing his designated employee engagement activities
and chairing the Sustainability Committee.
Nationality
New Zealander
Age as at 31
December 2025
56
Appointment date
2023
Expertise and experience
– Qualified accountant, with over 30 years of experience
working in finance across multinational manufacturing
and supply chain businesses
– Currently the CFO of Howden Joinery Group plc,
theUK’s number one trade kitchen supplier
– Previous roles include CFO of Coats Group plc and
CFOof Devro plc
Key external appointments
– CFO Howden Joinery Group plc*
Specific contribution to the Company’s long-term success
Jackie uses her strong finance track record and experience
across multinational manufacturing and supply chain
businesses to create value for the Company. She ensures
the effective leadership of the Audit Committee in her
capacity as Audit Committee Chair.
Committee Chair
Member
* Listed company directorship
NC Nomination Committee
EC Executive Committee
AC Audit Committee
RC Remuneration Committee
SC Sustainability Committee
Board of Directors continued
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IMI plc Annual Report 202577
RC SC SCNC RC NCNC RC
Board of Directors continued
Katie Jackson
Independent non-executive director
Dr Ajai Puri
Independent non-executive director
Victoria Hull
Independent non-executive director
Nationality
British
Age as at 31
December 2025
52
Appointment date
2018
Expertise and experience
– Extensive experience at international executive level
across the energy sector
– Excellent corporate finance experience, including M&A
Key external appointments
– Chief Executive – Copper, Rio Tinto
Specific contribution to the Company’s long-term success
Drawing on her broad, international business and executive
experience, Katie shares valuable insights on energy,
strategy, sustainability, M&A and emerging markets.
Nationality
American/British
Age as at 31
December 2025
72
Appointment date
2021
Expertise and experience
– Experienced in international business
– Expert in innovation, science and technology and marketing
– Holds a PhD in Food Science
– Significant experience in research and development,
innovation, consumer marketing and general management
Key external appointments
– Non-executive director and member of the Audit, Risk
and Sustainability Committees of Olam International plc*;
Independent Board Member Fresh Del Monte Produce Inc*;
Director of Califia Farms LLC
– Non-executive director of Beejapuri Dairy Private Limited
from 1 January 2026
Specific contribution to the Company’s long-term success
Ajai brings significant global business and board-level
experience, as well as expertise in driving innovation and
developing new business to support delivery of the
Group’sstrategy.
Nationality
British
Age as at 31
December 2025
63
Appointment date
2024
Expertise and experience
– Extensive senior executive experience across a broad range
of business, legal, commercial and governance matters
– Strong international experience and experience relevant to
the Process Automation and Industrial Automation sectors
– Victoria qualified as a solicitor and began her career at
Clifford Chance LLP
Key external appointments
– Chair at Hikma Pharmaceuticals plc* (from 26 February
2026); non-executive and Remuneration Committee
Chair of IQE plc*; non-executive director and
Remuneration Committee Chair at Serco Group plc*
Specific contribution to the Company’s long-term success
Victoria brings an extensive understanding of legal, commercial
and governance matters which are vital to enabling our strategy
and protecting our reputation. Her extensive experience serving
on Remuneration Committees allows her to chair IMI’s
Remuneration Committee with clarity, fairness, and a strong
understanding of stakeholder expectations.
Committee Chair
Member
* Listed company directorship
NC Nomination Committee
EC Executive Committee
AC Audit Committee
RC Remuneration Committee
SC Sustainability Committee
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IMI plc Annual Report 202578
Daniel Shook
Chief Financial Officer
Caroline Dowling
Independent non-executive director
Chief Financial Officer until 1 August 2025
Daniel stepped down from the Board and the Executive
Committee on 1 August 2025, having served as a director
since 1 January 2015.
Remuneration Committee Chair until 8 May 2025
Caroline stepped down from the Board on 8 May 2025,
having served as a director since 1 January 2020.
Directors who served in the year
Board of Directors continued
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IMI plc Annual Report 202579
Executive Committee
Louise Waldek
Chief Legal Officer & Company Secretary
Liz Rose
Chief People Officer
Jackie Hu
Chief Operating Officer
Date of appointment to the Executive Committee
2021
Louise is a member of the IMI Executive Committee and
Company Secretary to the IMI plc Board and Committees.
Louise chairs IMI’s Ethics & Compliance Committee. She
joined IMI in July 2021 as Group General Counsel & Company
Secretary and was the executive sponsor of IMI’s Better World
sustainability strategy for over two years. Louise was
appointed Chief Legal & Risk Officer, Company Secretary in
July 2023. She has global accountabilities for legal, ethics, and
compliance, having transferred responsibility for the Group’s
Risk Management Framework to a newly created role, Head of
Risk at the end of 2025. Prior to joining IMI, Louise was
General Counsel & Company Secretary at Victrex plc. She has
held legal roles in Speedy Hire plc, United Utilities plc and DLA
Piper. She brings extensive experience in legal, risk and
compliance matters to enable IMI’s growth.
Date of appointment to the Executive Committee
2020
Liz joined IMI as Head of Group Reward in 2011,
establishing global policies across the Group that addressed
pay, annual and long-term incentives, employee benefits
and mobility. Liz then joined IMI Critical Engineering as their
Divisional HR Director in January 2020, a key part of the
management team leading a significant change agenda to
drive organic growth. Liz joined the Executive Committee
inNovember 2020 as IMI’s HR Director. In this role, she is
leading a global HR team to develop the company culture,
engage employees, attract and develop talent and drive
business growth and performance through people. Her
career started in the automotive industry as a HR generalist,
where she also developed skills in lean manufacturing and
quality systems. Liz earned her MSc in International HR
Management from Cranfield University and has completed
post-graduate qualifications in Human Resources
specialising in both reward and employee relations.
Date of appointment to the Executive Committee
2019
Jackie joined IMI in 2008 as Sales Director for IMI Critical
Engineering (now Process Automation) in Asia, before taking
on leadership roles as President of IMI’s Greater China area
and later President of the Asia Pacific region. He was
appointed Divisional Managing Director for IMI Critical
Engineering in 2019, where he leveraged his deep
understanding of end markets to deliver consistent,
profitable growth, strengthening both market position and
financial performance. In July 2023, Jackie became CEO
ofthe Automation platform, overseeing both Process
Automation and Industrial Automation. Following the
launchof the One IMI operating model in July 2024, he
wasappointed Chief Operating Officer with responsibility for
IMI’s five sectors. As COO, Jackie has played a leading role in
driving the transformation of the One IMI operating model,
fostering a sector driven approach, enabling cross-sector
collaboration, and shaping a more integrated, customer-
centric organisation. Jackie holds a degree in Automation
Control from Beijing University of Aeronautics and
Astronautics, an MBA from Washington University in St.
Louis, and has completed executive programmes at Stanford
Graduate School of Business and Harvard Business School.
Roy Twite, Chief Executive
Officer
Member since
2007
Luke Grant, Chief Financial
Officer
Member since
2025
Roy and Luke’s full
biographies appear
onpage 76.
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IMI plc Annual Report 202580
Nationality
A
B
Ethnicity
A
B
Age
A
B
C
Gender
A
B
Tenure at
IMI
A
B
C
A – British 4
B – Other 1
A – White 4
B – Asian 1
A – 0-5 years 1
B – 6-15 years 2
C – 16 years+ 2
A – 35-50 3
B – 51-55 1
C – 56+ 1
A – Male 3
B – Female 2
Executive Committee
The Executive Committee is chaired by the
ChiefExecutive Officer and the other members
are shown on the previous page. It is the senior
management body for the Group and takes
itsauthority from the Chief Executive Officer.
Itis not a Committee of the Board. It is well
balanced, experienced and diverse, with 40%
ofmembers being female as of 31 December
2025 and is composed of two nationalities.
Adescription of the Executive Committee’s
rolecan be found on page 83.
Executive
Committee
composition
Executive Committee continued
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IMI plc Annual Report 202581
IMI Governance Framework
The IMI Corporate Governance Framework is
designed to promote Board effectiveness and
support the monitoring of the delivery of the
strategy. The Board has delegated certain roles
andresponsibilities to its principal Board
Committees that have the relevant expertise and
focus. While the Board retains overall responsibility,
the Committees focus on their areas of
responsibility. Committee Chairs report back to the
Board on the matters discussed, decisions taken,
and where appropriate, make recommendations to
the Board on matters requiring its approval. Minutes
of all Committee meetings are made available to all
directors. Good corporate governance is vital to the
long-term success of the Company. We work within
our governance structure which sets out the
Schedule of Matters Reserved for the Board and
theTerms of Reference for each principal Board
Committee. The IMI Governance Framework
alsoclearly describes the responsibilities of key
positionson the Board and the Company Secretary.
A complete copy is located on our website.
Wereview and update the framework regularly to
reflect developments in corporate governance
andbest corporate practice.
The Company’s Articles of Association set out the
Board’s powers. They were updated and approved
by shareholders at the 2024 AGM. The IMI
Corporate Governance Framework clearly defines
in writing the matters reserved for the Board and
the respective delegated authorities of its
Committees. It also sets written limits of authority
for the Chief Executive Officer. The Group has a
clear organisational structure and well established
delegated authorities, reporting and control
disciplines. The Chief Operating Officer assumes
responsibility for and exercises a high degree of
autonomy in running day-to-day trading activities.
There is a framework of clear rules, policies, and
delegated authorities regarding business conduct,
the approval of investment proposals, and material
changes in operations, all subject to regular senior
management reviews of performance. The
Company’s Articles of Association and the IMI
Corporate Governance Framework can be found
on our website.
Corporate Governance Report
IMI plc Board
Jamie Pike (Chair)
A summary of key Board activity in 2025
can be found on page 89
Membership
Thomas Thune Andersen
Jackie Callaway
Luke Grant
Victoria Hull
Katie Jackson
Dr Ajai Puri
Anne Thorburn
Roy Twite
Main responsibilities
– Promoting the long-term success of the
Company for the benefit of its shareholders
and contributing to wider society
– Demonstrating ethical leadership, high
standards of behaviour and overseeing
good governance
– Ensuring effective engagement with and
encouraging participation from
shareholders and key stakeholders
– Setting and monitoring the Group’s
values, purpose and strategy and
ensuring that these and its culture are
aligned
– Ensuring that the necessary resources
are in place for the Group to meet its
objectives and measure performance
against them
– Setting a framework of prudent and
effective controls, which enable risk to
be assessed and managed
– Ensuring that workforce policies and
practices are consistent with the
Group’s values and support its long-
term sustainable success
– Reviewing management performance
and the operating and financial
performance of the Group
Audit Committee
Jackie Callaway (Chair)
See Audit Committee Report
onpages98to101
Membership
Thomas Thune Andersen
Anne Thorburn
Main responsibilities
– Oversight role in relation to the integrity
of the financial statements
– Reviewing significant areas of
judgement and accounting policies
– Reviewing the proposed statements on
going concern and viability to appear in
the Annual Report
– Advising the Board on whether the draft
Annual Report is fair, balanced and
understandable
– Monitoring announcements in respect
of financial performance
– Monitoring the effectiveness of internal
financial controls
– Reviewing financial risks, including fraud
risk
– Oversight of Group Assurance
– Overseeing the external audit process,
its objectivity, effectiveness and cost,
with responsibility for setting the audit
fee
– Making recommendations to the Board
for the appointment of the auditor,
including oversight of any audit tender
process
– Defining and applying the policy on
non-audit services
Nomination Committee
Jamie Pike (Chair)
See Nomination Committee Report
onpages 94 to 97
Membership
Thomas Thune Andersen
Jackie Callaway
Victoria Hull
Katie Jackson
Dr Ajai Puri
Anne Thorburn
Main responsibilities
– Board and Committee composition
– Lead process for Board appointments
– Oversight of diverse succession plans
for the Board and the Executive
Committee
– Board policy on Diversity, Inclusion
andEqual Opportunities, promotion
ofopportunities and monitoring
ofprogress
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IMI plc Annual Report 202582
Remuneration Committee
Victoria Hull (Chair from 8 May 2025)
(Caroline Dowling Chair until 8 May 2025)
See Remuneration Committee Report
onpages 104 to 126
Membership
Katie Jackson
Dr Ajai Puri
Main responsibilities
– Define and recommend the
Remuneration Policy for the Chair and
members of the Executive Committee
– Determine the individual remuneration
packages for the Chair and members
ofthe Executive Committee within
thepolicy approved by shareholders
– Set annual and long-term incentive
metrics and awards and determine the
outcomes for the members of the
Executive Committee
– Report on remuneration matters and
constructively engage with shareholders
– Assess risk in respect of remuneration
and incentive structures in particular
Sustainability Committee
Thomas Thune Andersen (Chair)
See Sustainability Committee Report
onpages 102 to 103
Membership
Victoria Hull
Dr Ajai Puri
Main responsibilities
– Oversee the development of, advise the
Board regarding, and recommend for
approval by the Board, the Company’s
sustainability strategy (climate action,
sustainable solutions pillars and related
responsible business elements)
– Oversee the execution of the
sustainability strategy and approve
implementation projects developed
inresponse to the strategy
– Advise on the risks and opportunities
forthe Company’s operations and
reputation in relation to the execution
of its sustainability strategy
– Monitor annual and long-term progress
against previously set sustainability
objectives
– Oversee the ongoing measurement and
reporting of performance against key
sustainability metrics
– Support the Remuneration Committee
on the use of sustainability metrics in
executive remuneration
Executive Committee
Roy Twite (Chair)
Members of the Executive Committee
areshown on pages 76 and 80
The composition of the Executive
Committeeis on page 81
Membership
Luke Grant
Jackie Hu
Liz Rose
Louise Waldek
Overview
– The Executive Committee is the senior
management body for the Group, takes
its authority from the Chief Executive
Officer and is not a Committee of
theBoard
– The Committee meets monthly
andmore often, as may be required
– As part of the broad remit set by the
Chief Executive Officer, it monitors and
manages business performance, reviews
progress against strategic objectives and
formulates budgets and proposals on
strategy and resource allocation for
consideration by the Board
– Plays a key part in risk assessment,
riskmanagement and monitoring
processes and receives regular reports
on sustainability matters, human
resources, health and safety, internal
audit, compliance, legal, investor
relations and other corporate affairs
Corporate Governance Report continued
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IMI plc Annual Report 202583
Corporate Governance Report continued
Senior Independent Director
Anne Thorburn
Main responsibilities
– Acting as a sounding board for the Chair
– Leading the evaluation of the Chair
– Being available to shareholders if they
have concerns
– Acting as an intermediary for the other
directors when necessary
– Ensuring an orderly succession planning
process for the Chair, working with the
Nomination Committee
Board Chair
Jamie Pike
Main responsibilities
– Leading the Board and creating the
conditions for overall Board and
individual director effectiveness
– Promoting a culture of openness
anddebate
– Setting a Board agenda primarily
focused on strategy, performance,
valuecreation, culture, stakeholders
andaccountability
– Ensuring that the Board has effective
decision making processes and applies
sufficient challenge to major proposals
– Ensuring the directors receive accurate,
timely and clear information
– Fostering constructive relations
between executive and non-executive
directors based on trust, mutual respect
and open communications
– Encouraging all Board members to
engage in Board and Committee
meetings by drawing on their skills,
experience and knowledge
– Leading the annual performance review
of the Board, with support from the
Senior Independent Director as
appropriate, and acting on the results
– Ensuring the Board listens to the views
of shareholders, the workforce,
customers and other key stakeholders
Non-executive director
with designated responsibility
foremployee engagement
Thomas Thune Andersen
Main responsibilities
– Developing a balanced view of the
issues and concerns of employees
– Sharing employee views at Board
meetings
– Ensuring that the Board take appropriate
steps to evaluate the impact of
proposals and developments on
employees
– Where relevant and appropriate,
providing feedback to employees on
Board decisions and direction during
the engagement process
– Soliciting the views of employees about
executive remuneration and sharing
feedback obtained with the
Remuneration Committee
Company Secretary
Louise Waldek
Main responsibilities
– Supporting the Chair
– Advising the Board on corporate
governance and relevant regulatory
requirements
– Acting as secretary to all of the standing
Committees of the Board
– Ensuring that the Board has access to
independent professional advice at the
Company’s expense
– Being available to all directors
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IMI plc Annual Report 202584
Attendance table for the year ended 31 December 2025 for scheduled meetings
Director Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Sustainability
Committee
Thomas Thune Andersen 6/6 5/5 3/3 3/3
Jackie Callaway 6/6 5/5 3/3
Luke Grant
1
3/3
Victoria Hull 6/6 3/3 3/3 3/3
Katie Jackson
2
6/6 2/3 3/3
Jamie Pike 6/6 3/3
Dr Ajai Puri 6/6 3/3 3/3 3/3
Anne Thorburn
3
5/6 4/5 3/3
Roy Twite 6/6
Caroline Dowling
4
2/2 1/1 2/2
Daniel Shook
5
3/3
1 Luke Grant joined the Board on 1 August 2025.
2 With the agreement of the Chair, Katie Jackson was unable to attend a Nomination Committee meeting.
3 Anne Thorburn was unable to attend the May meetings due to a pre-existing commitment, which had been disclosed before her appointment. Anne was able to attend all other meetings in her first year as director.
4 Caroline Dowling stepped down from the Board on 8 May 2025.
5 Daniel Shook stepped down from the Board on 1 August 2025.
Additional meetings were also held to discuss the cyber incident and the sale of Truflo Marine and these were well attended by directors. To date in 2026, the Board and each Committee has held one
scheduled meeting, with all eligible members in attendance.
Independent non-executive directors
All non-executive directors are asked to confirm their independence, external commitments and ability to commit sufficient time to their role at IMI as part of an annual declaration. The Board considers all
non-executive directors to be independent after being assessed against Provision 10 of the FRC’s UK Corporate Governance Code. The Chair was regarded as independent at the date of his appointment and is
considered by the other Board members to be objective in his leadership.
Director
Date of first
appointment
Date of current letter
of appointment
Thomas Thune Andersen 1 July 2018 29 July 2025
Jackie Callaway 1 July 2023 29 July 2025
Victoria Hull 1 August 2024 8 April 2025
Katie Jackson 1 July 2018 29 July 2025
Jamie Pike 1 January 2025 29 July 2025
Dr Ajai Puri 1 March 2021 29 July 2025
Anne Thorburn 1 August 2024 29 July 2025
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IMI plc Annual Report 202585
Purpose, values,
andculture
IMI is a global leader in fluid and motion
control, serving markets underpinned by three
long-term megatrends – Energy, Automation
and Healthcare. We apply world-class
engineering expertise to optimise performance
and deliver consistent, long-term value. The
Board endorses our purpose, Breakthrough
engineering for a better world, and monitors
alignment with the Group’s agreed strategy.
Our One IMI operating model is underpinned
by a strong, performance-driven culture that
the Board oversees. Our people and culture
are at the foundation of the One IMI operating
model – building capability, leadership and
aperformance-driven mindset. We create
empowered teams through targeted
development, strong values and inclusive
leadership that fuels execution and growth.
Our inclusive culture is shaped by our values
Always care, Be curious and Create impact.
These values empower and engage our
people to unlock their full potential.
Ourperformance culture is described
onpage11 of the Strategic Report.
How the Board assesses
andembedsculture
Our people strategy, building a performance
culture, is a core part of the Board’s strategic
review. The Board approves it and reviews
progress. The Board cycle also includes
numerous formal and informal opportunities to
assess whether the desired culture is embedded.
The Board receives regular updates from our
Chief Executive Officer and Chief People Officer
on culture and talent. The Board reviews the
results of our annual engagement survey,
theOne Big Voice survey. There are also
opportunities for non-executive directors
toengage with employees during site visits,
leadership conferences, and small focus groups.
Board site visits are an important element of our
annual programme and these enable the Board
to witness our culture in action. This year, the
Board visited our factory in Brno, Czech
Republic. During this visit, the Board met many
people, learned more about our Industrial
Automation and Transport sectors, received
information about the factory and conducted a
factory tour. Small focus groups enable the
Board to engage in direct discussions with
employees about a range of important topics,
including culture. In 2025, the Board met over
50 employees from more than 15 sites during
scheduled engagement sessions.
Stakeholder engagement
IMI’s operations present both opportunities
andchallenges, impacting various stakeholders,
many of which are crucial to the long-term
success of our business. The Board is committed
to engaging with key stakeholders, developing
productive relationships and contributing
positively to the environment and local
communities where we operate. Information
about our key stakeholders, engagement
methods, and 2025 outcomes is described
onpages 36 to 39 of the Strategic Report.
The Board engages with or is briefed on
stakeholder interests to understand their
expectations and consider the effects of key
decisions. Board members regularly receive:
– An Executive Report
– Investor Relations Report summarising
feedback from shareholders and the
investment community
– Reports containing details of whistleblowing
reports of concern, raised via the IMI Hotline
– Reports summarising updates on corporate
governance, litigation and regulatory matters
– Reports from Committee Chairs
– The Board additionally gains insight into
stakeholders’ perspectives through:
- The AGM and individual meetings
withinvestors.
- Reports on the results of the annual One
Big Voice survey, reports and insights
shared by Thomas Thune Andersen, the
non-executive director with designated
responsibility for workforce engagement,
aswell as observations from their
ownemployee engagement activities.
- The annual strategy meeting with the
Executive Committee and Chief Operating
Officer’s team.
The relevance or influence of stakeholder
groups varies depending on the matter under
consideration, and their interests may not
alwaysalign with IMI’s objectives or with other
stakeholder groups. This requires judgement
from the Board, which balances business goals
with key stakeholder needs, while safeguarding
IMI’s reputation and strengthening trust.
Our Section 172 statement, on pages 90 to 92,
demonstrates how the Board promotes the
long-term sustainable success of the Company.
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IMI plc Annual Report 202586
Thomas Thune Andersen
Independent non-executive director
Q&A: Employee engagement with Thomas Thune Andersen
Q
What is your role in
workforceengagement?
My role involves acting as a bridge between
theBoard and the employees. I ensure that the
employees’ voice is brought into the boardroom
and that employees are aware of the Board’s
strategic decisions and their implications.
Thishelps in fostering a transparent and
inclusive culture.
Q
How have you gathered
feedback from employees
intheyear?
We have continued to run structured employee
focus groups in conjunction with Board
meetings, with sessions held in July and
October 2025. These forums brought together
colleagues from a wide range of roles, functions,
geographies and sectors, offering rich insights
into employee sentiment. In addition to these
sessions, we have drawn on feedback from our
annual One Big Voice survey. I have also had the
opportunity to engage directly with colleagues
Employee engagement
We maintain robust and mature employee
engagement mechanisms that the Board
reviews regularly.
Thomas Thune Andersen is IMI’s non-
executive director with designated
responsibility for employee engagement.
Thescope of his role and responsibilities are
described in the IMI Corporate Governance
Framework summarised on page 82 and
available on our website. Thomas carries out
a programme of annual activities and brings
his insights into the Group’s culture based on
his interactions with employees across the
Group, into the boardroom.
at the European Communications Forum at our
headquarters in Birmingham, and during our
graduate induction programme, both were
valuable opportunities tohear first hand from
our people.
Q
What were the key activities
in2025?
In response to feedback from 2024, we have
made significant strides in career development,
recognition and communication. We now
offeracomprehensive suite of development
programmes, from team leader to senior
leadership, alongside new programmes for
middle managers and a refreshed early careers
approach aligned to critical roles. We launched
our first global Values Awards at IMI Way Day,
celebrating colleagues who exemplify our
values. To strengthen connectivity and
consistency, we introduced Workvivo as
ourglobal communications platform,
enhancedemployee networks and began
rollingoutaglobal HR system to improve
insightandalignment across the Group.
Q
What are your priorities
for2026?
Looking ahead, our focus will be on embedding
career levels across the Group and aligning
them with tailored development pathways.
Wewill also introduce a consistent global
recognition framework and build a Group-wide
approach to change management, ensuring
colleagues experience greater clarity and
consistency during times of transformation.
TheOne IMI operating model will be a key
enabler in breaking down silos andreinforcing
pride in how we create valuetogether.
Speaking up
Details of the Group’s speaking up
arrangements are contained on page 46.
Our Ethics and Compliance Committee
ischaired by our Chief Legal Officer
&Company Secretary and comprises
members of the Executive Committee
andother senior leaders. It monitors the
effectiveness of the IMI Hotline, the
investigation of reports and oversees any
remedial actions identified. The Committee
reports on its activities, processes and
anytrends in reports to the Executive
Committee, Audit Committee and/or
Boardas appropriate via the Chair of
theCommittee.
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Shareholder engagement
The Board oversees shareholder engagement and
maintains a balanced understanding of the issues
and concerns of major shareholders. The Chief
Executive Officer and Chief Financial Officer, along
with the Head of Investor Relations, have primary
responsibility for investor relations at the Board
level. They report to the Board on shareholder
issues at several Board meetings throughout the
year. Financial analysts’ notes are circulated to the
directors and the Board receives regular investor
feedback reports from the Company’s brokers,
public relations advisers, and management. This
feedback helps inform the Board’s decision
making. Dialogue is maintained with principal
shareholders, with executive directors and/or the
Head of Investor Relations regularly meeting
institutional investors. We continued an active
programme of interactions with existing and
potential shareholders, including in-person
meetings at our factories in Alpen, Germany and
Truflo Marine, UK. Smaller, often private, investors
also have full and timely access to all IMI’s
presentations via the Group’s website.
All directors are available to shareholders as
needed. During the year, our Chair met with two
major investors to discuss governance-related
priorities and focus areas for the rest of the year
and into 2026. Several shareholders also spoke
with our Chief Executive Officer, Chief Financial
Officer, and Investor Relations team. Feedback
from these discussions was communicated to
the Board. Consultation with larger investors
focuses on the performance and strategy of the
Group and their feedback is shared with the
Board to inform discussions.
Shareholders were invited to attend our Annual
General Meeting (‘AGM’) in person. They could
submit questions in advance to our Investor
Relations team (info@imiplc.com), who
endeavoured to respond promptly. All Committee
Chairs attend the AGM and are available to answer
questions. Notice of the AGM was issued more
than 20 working days in advance and the level
ofvotes for and against each resolution, along
with details of abstentions, are shown on the IMI
website. The Board greatly values the support and
engagement of our shareholders.
At our 2025 AGM, all proposed resolutions were
duly passed by shareholders. However, special
resolution B, relating to the authority to allot
securities for cash for specific financing purposes,
received 78.25% support, falling below the 80%
threshold outlined in the UK Corporate
Governance Code (the ‘Code’) for enhanced
shareholder engagement. Following the AGM we
contacted major institutional shareholders who
had either voted against or abstained. These
discussions focused on clarifying the rationale
behind the proposed flexibility and addressing
concerns around dilution and governance
safeguards. Feedback received indicated that the
lower level of support was primarily driven by
institutional voting policies and concerns around
potential dilution, particularly in the absence of a
defined transaction for which the authority would
be exercised. The Board remains committed to
maintaining open dialogue with shareholders
andhas taken this feedback into account when
considering the scope of authorities requested
atthe 2026 AGM. The Board believes that the
flexibility afforded by the resolution to be in the
best interests of the Company and its shareholders
and will seek to renew this authority. The Board
will continue to balance shareholder views against
the need of the Company to maximise flexibility in
line with best practice governance.
In addition to the Annual Report, the Company
issues preliminary results and half-year results
announcements, as well as two interim
management statements between results
announcements. The IMI website includes
recordings of results presentations by senior
management, recent annual and half-year
reports, interim management statements,
othercorporate announcements, and links
tothe websites of the Group’s businesses.
Outcome of 2025 AGM
At our 2025 AGM, held on 8 May 2025,
voteswere cast in relation to 78.75% of the
issued share capital (2024: 80.72%,
2023: 81.60%). All 20 resolutions proposed by
the Board were passed by the required majority,
however as noted, special resolution Bwas
approved with a 78.25% majority. All directors
are subject to annual re-election by
shareholders. Votes cast in favour of the
re-appointment of the Board directors at the
2025AGM were as follows:
Director Votes
Thomas Thune Andersen 98.73%
Jackie Callaway 99.01%
Victoria Hull 98.90%
Katie Jackson 98.65%
Jamie Pike 95.09%
Dr Ajai Puri 98.08%
Anne Thorburn 99.99%
Roy Twite 99.93%
Daniel Shook* 99.37%
* Daniel Shook stepped down from the Board on
1 August 2025.
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IMI plc Annual Report 202588
Annual Board programme
A structured annual programme helps the Board
monitor our progress to delivering our strategy.
This programme is closely aligned with each
Board Committee’s work and the priorities of the
Executive Committee. The main focus areas for
2025 are outlined and the Board received reports
and presentations, engaging in discussions with
presenters. Where key decisions were made,
relevant reports included a stakeholder impact
assessment to aid Board discussions and
decision-making. This approach allows the Board
to make effective decisions, oversee business
performance, and uphold strong governance.
The main areas of activity for each Committee
are detailed in their respective reports.
Board oversight of internal controls
andrisk management
The Board ensures the Company has the
necessary resources to meet its objectives and
measures performance, establishing a control
framework to assess and manage risk. It oversees
internal controls and risk management processes,
conducting robust assessments at least twice a
year to review and manage principal and emerging
risks. The Audit Committee monitors the internal
financial control framework, reporting its findings
to the Board. Annually, the Board monitors and
reviews the effectiveness of key operational,
financial, and compliance controls, company
culture, and the risk management process. Based
on the work performed and the evidence
reviewed, the Committee is satisfied that
appropriate processes are in place and that the
review undertaken was robust and effective. The
review also noted ongoing enhancements and
preparations underway to comply with Provision
29 of the FRC’s 2024 UK Corporate Governance
Code with effect from the financial year starting
1 January 2026. More details can be found in the
risk management report on page 65 and Audit
Committee report on page 100.
The Board approves our strategy and
monitors execution of our strategic
initiatives. We hold an off-site strategy
dayeach year with senior management.
Summary of activities and outcomes:
– Approved our strategy and reconfirmed
our purpose and values
– Reviewed sector strategy
implementation and M&A pipelines
– Approved the sale of Truflo Marine
– Learned about new products through
demonstrations during site visits
– Learned about the potential of AI
acrossIMI
– Learned about new opportunities
indata centres
More detail on pages 1 to 72 and 92
The Board has a comprehensive
understanding of the Company’s culture
and its impact on overall performance,
employee engagement and wellbeing.
Summary of activities and outcomes:
– Approved employee engagement
programme
– Reviewed and approved IMI’s desired
performance culture
– Reviewed talent for key senior roles
– Reviewed One Big Voice survey results
and action plans
– Reviewed health and safety
performance and priorities
More detail on pages 11, 37, 48 to 51,
87 and 94 to 97
The Board keeps up to date with key
stakeholder drivers through regular
updates and an annual review of
stakeholder engagement.
Summary of activities and outcomes:
– Received regular updates on investor
engagement
– Reviewed customer satisfaction scores
– Considered potential disruptions to our
business from tariffs
– Reviewed reports on latest AGM voting
and proxy agency feedback
– Oversight of engagement with data
protection regulators following the
cyberincident
More detail on pages 18 to 27, 36 to 39,
86, 88 and 90 to 92
Our governance framework ensures clear
and effective decision-making. The Board
receives regular updates on legal,
compliance, and governance matters to
confirm that robust systems are in place,
safeguarding the Company’s reputation and
supporting long-term financial resilience.
Summary of activities and outcomes:
– Reviewed our Corporate Governance
Framework and approved updates
– Reviewed compliance with the 2024
Corporate Governance Code
– Reviewed a summary of the
whistleblowing reports received
through the IMI Hotline
– Approved the Group’s Modern Slavery
and Human Trafficking statement
More detail on pages 39, 46, 74 and 87
The Board sets our financial framework
and monitors our performance.
Summary of activities and outcomes:
– Approved the 2024 Annual Report,
financial statements and interim
management statements
– Approved Viability and Going
Concernstatements
– Approved final and interim dividends
– Reviewed defence readiness
– Reviewed pension position and strategy
– Approved share buyback programme
– Approved our 2026 budget
More detail on 1, 2, 6 to 10, 30 to 35,
71to 72 and 127 to 130
The Board monitors and reviews the
effectiveness of the risk management
framework and our system of internal
controls.
Summary of activities and outcomes:
– Considered AI risks
– Oversight of response to cyber incident
– Reviewed Group Risk Management
Framework
– Reviewed Internal Controls Framework
– Reviewed principal and emerging risks
– Reviewed effectiveness of internal controls
and Group Risk Management Framework
– Considered evolving cyber security risks
– Group IT security framework
More detail on pages 65 to 70, 89, 92
and 100
Strategy Financial Internal controls and risk management
Our people and culture Stakeholder engagement Governance, legal and regulatory management
Corporate Governance Report continued
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IMI plc Annual Report 202589
Section 172
statement
This statement is made to explain how our
directors, both individually and together,
have acted in a way that they consider, in
good faith, would be most likely to promote
the success of the Company for the benefit
of its members as a whole and having regard
(amongst other matters) to factors set out in
Section 172(1) (a) to (f) and Section 414CZA
of the Companies Act 2006 while
performing their duties.
A summary of our interactions with key
stakeholder groups, along with ongoing
engagement, can be found on pages 36 to 39
and in various sections of the Strategic Report.
Further details are also available on pages 86 to
92 of the Corporate Governance Report.
The IMI Governance Framework describes
Board level governance and how the Board
delegates its authority. All Board decisions
are made with the Group’s long-term success
in mind and, as can be seen from this Annual
Report, the directors have regard to a broad
range of matters including the voice of
stakeholders. Where appropriate, Board papers
include a Section 172 assessment to support
the directors in their duties. Through the annual
programme, the Board maintains an
understanding of key stakeholders.
The Board considers all relevant factors to
ensure continued performance and progress
for IMI. When making decisions, every
director acts in good faith with the intention
of promoting the Company’s overall success
for the benefit of all its members, taking into
account (among other considerations) the
following factors:
Section 172(1) factors
(a)
The likely consequences
of any decision in the
long-term
– The Board reviews reports and considers related
information to assess how each proposal aligns with our
purpose, impacts strategy and budget, and contributes to
the delivery of the five-year strategic plan.
– The Board also considers capital allocation matters,
commercial goals, and our commitment to Responsible
Business practices.
– The Board reviews risks, success factors, alternatives, and
relevant key stakeholder impacts, positive and negative.
– For more information, see our investment case on page 2,
our business strategy on page 4 and our business model
on page 5. Our sustainability strategy is described on
pages 40 to 64, with details of our approach to
Responsible Business on pages 44 to 47. Our principal
risks are set out on page 67.
(b)
The interests of the
Group’s employees
– Our directors understand that our people are central to
driving performance and growth. We aim to attract, retain
and promote the best people and equip them to be our
greatest ambassadors.
– The Chief People Officer or Head of Reward typically
submits papers or information related to this responsibility
to the Board for input, discussion, decisions, or to keep
our directors informed.
– The Board considers a range of matters when considering
proposals including:
- Progress on our performance culture and health and
safety risks
- Employee engagement activities and feedback
- Talent pipeline and succession
- Pay fairness and benefits including gender pay gap data,
trends and reporting
– For more details, see a summary of why and how we
engage with employees and 2025 engagement outcomes
on page 87 as well as the Empowering People section
ofour sustainability strategy on pages 48 to 51. Talent
pipeline and succession planning, along with our Board
Policy on Diversity, Inclusion and Equal Opportunities
arein the Nomination Committee Report on page 95.
Employee engagement activities are summarised on
pages 37 and 87. Gender pay gap data is contained on
page 51. Our non-financial and sustainability statement
onpage 64 sets out our key policies.
(c)
The need to foster
theGroup’s business
relationships with
suppliers, customers
andothers
– Customers are the foundation of everything we do,
enabling us to build a long-term sustainable business.
Focusing on commercial excellence, market-led
innovation and continuous improvement enables us to
deliver high-quality products that meet our customer
needs. Suppliers and other key stakeholders including
third-party intermediaries, consultants, service providers
and others – help us to develop, engineer, manufacture
and serve our customers.
– Operating ethically and with integrity is a top priority for
the Board, and we are committed to conducting
Responsible Business. Our Code of Conduct, along with
our Supply Chain Code of Conduct, defines the standards
we uphold and expect from our suppliers and other
stakeholders who work with us.
– Summaries of why and how we engage with customers and
suppliers, along with 2025 engagement outcomes are on
page 37 and page 38. Details of engagement with suppliers,
customers and others is described throughout the Strategic
Report and in particular, in the Sustainable Solutions
section of the sustainability report on pages 52 to 53.
Ourethical standards are summarised in the Responsible
Business section of the sustainability report on pages 44
to47. Our non-financial and sustainability statement on
page 64 sets out our key policies. Our Modern Slavery Act
Statement, Code of Conduct and Supply Chain Code of
Conduct can be found on our website.
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IMI plc Annual Report 202590
Section 172(1) factors
(d)
The impact of the
Group’s operations
onthe community and
the environment
– Engagement with our community and environment is key to nurturing and
protecting our good reputation. Minimising our environmental impact on the
neighbourhoods where we operate and on the global community is key to
maintaining a responsible and sustainable business.
– We are committed to lowering our carbon footprint and environmental impact by
improving site efficiency, sharing successful strategies, and striving for ongoing
reductions each year. Engagement with and action taken by suppliers will in turn
help us and our customers achieve environmental goals.
– The Board approves our sustainability strategy and monitors our performance.
Matters considered by the directors also include risks relating to health, safety and
the environment, charitable donations, adverse weather risks and impacts across
our global footprint and emerging sustainability laws.
– A summary of why and how we engage with our local communities and the
environment, along with 2025 engagement outcomes, is on page 38. For more
information, see our sustainability report from pages 40 to 63 which details our
approach to Responsible Business, Empowering People, Sustainable Solutions
andClimate Action. Our TCFD disclosures are on pages 57 to 63.
(e)
The desirability of the
Group to maintain
areputation for
highstandards of
business conduct
– IMI’s purpose is Breakthrough engineering for a better world. We strive to act
ethically and with integrity by embedding responsible business practices through a
robust risk management framework, our Code of Conduct, strong compliance
processes and respecting human rights. If things go wrong, we would take action.
– Our Board regularly reviews our frameworks underpinning our standards of
business and governance. For example, it reviews the effectiveness of bribery
prevention controls, fraud controls and whistleblowing controls. The Board
regularly receives reports on concerns and related investigations raised via the IMI
Hotline, our confidential, independently operated whistleblowing hotline that
supports anonymous submissions in our core languages from anyone – internally
or externally.
– Matters also considered by the directors include IMI’s Corporate Governance
Framework, IMI’s Code of Conduct, financial and sustainability related performance
and related statements, risk assessments, Modern Slavery Act statement,
compliance reports, internal control and risk effectiveness reviews.
– The IMI Hotline can be accessed at www.imihotline.com. Our Code of Conduct and
our Modern Slavery Act Statement are available on our website. Our financial and
sustainability performance are detailed throughout the Strategic Report. Our risk
management report can be found on pages 65 to 70 of the Strategic Report. Details
of our core compliance areas are described in the Responsible Business section of
the sustainability report on pages 44 to 47. IMI’s Corporate Governance Framework
can be found on our website and is summarised on pages 82 to 84. Our non-
financial and sustainability statement on page 64 sets out our key policies.
(f)
The need to act fairly
asbetween members
ofthe Company
– Our directors seek to act fairly between the interests of all shareholders. Support
from our investors is crucial for IMI to execute its growth strategy. We aim to
enhance value today while driving sustainable value for tomorrow.
– We maintain regular, constructive communication with shareholders to share our
strategy and performance, gather their feedback, build confidence, support
ongoing access to capital, and guide Board decisions for IMI’s long-term success.
– Our directors meet shareholders in person at the Annual General Meeting and in
group/individual investor meetings and receive feedback from management about
investor and analysts feedback.
– A summary of why and how we engage with investors, along with 2025 engagement
outcomes, is on page 36, and there is further information on page 88 in the
Corporate Governance Report. Shareholder information disclosures are contained
in the Directors’ Report on pages 127 to 130.
Examples of key decisions taken by either the Board or its Committees to drive our purpose, performance and strategy follow.
Section 172 statement continued
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IMI plc Annual Report 202591
Sale of TrufloMarine
In November 2025, IMI announced the sale of
its Truflo Marine business to Fairbanks Morse
Defense for an enterprise value of £225m. The
Board concluded that this divestment would
enable IMI to concentrate on three powerful
megatrends: Energy, Automation, and
Healthcare; megatrends that are expected
tounderpin sustainable growth in the years
ahead. The Board also determined that the
transaction was not reasonably likely to result
in adverse consequences for IMI in the
long-term. Fairbanks Morse Defense, a
multi-brand platform focused on the defence
market, was considered a more natural owner
for Truflo Marine, offering strategic alignment
across multiple stakeholder groups.
Our M&A team assessed the value of Truflo
Marine to ensure offers met the Group’s
expectations. The Board agreed that the
disposal represented strong value for
investors, with the achieved multiple
comparing favourably to precedent
transactions in the defence sector and
exceeding IMI’s own trading multiple.
Anotherkey consideration was the use of
saleproceeds, which were a key factor in
ourdecision to announce a £500m share
buyback in March 2026.
The transaction allows both IMI and Truflo
Marine to focus their innovation efforts on
serving their respective customers. Fairbanks
Morse Defense brings broader technological
capabilities to defence customers,
enhancingservice offerings. Employees
transferred with the business, and no job
losses were anticipated. The Board considered
that the move would create broader career
opportunities for employees whose expertise
lies in the defence sector. The divestiture
provides greater scope for employees to
growand develop within more focused
organisations, each with a clear growth
strategy. Cultural alignment and strategic
fitwere also assessed to support a smooth
transition. Supplier relationships were
expected to benefit from alignment with
operations dedicated to the defence sector.
The Board recognised that the transaction
required approval under the National Security
and Investment Act and appointed advisers
toensure compliance with UK governance
standards and regulatory requirements. The
sale enables both businesses to continue
serving the communities in which they
operate, while reducing potential supply
chainrisks for IMI.
Section 172 statement continued
Key Board decisions in the year
Responding to the cyber incident
In the first quarter of 2025, IMI experienced a
cyber incident involving unauthorised access
to its systems. Upon discovery, the Company
acted swiftly, engaging leading external cyber
security experts to investigate, contain and
remediate the incident. Throughout the
incident, IMI prioritised transparent and timely
communication with all stakeholders.
Regulatory bodies, including the Information
Commissioner’s Office (‘ICO’), were notified
promptly and IMI engaged with law
enforcement throughout the investigation.
Regular updates were issued to customers
and employees, with communications
reviewed and approved by the Board where
appropriate to ensure consistency and accuracy.
To oversee the response and assess the evolving
impact, the Board convened regularly.
Throughout the incident, IMI employees
displayed exceptional teamwork and resilience,
maintaining focus on customer service and
operational continuity. This proactive and
inclusive approach to stakeholder engagement
helped IMI preserve investor confidence, retain
customer trust and reinforce employee morale.
The incident also served as a catalyst for a
broader review and enhancement of the
Company’s cyber security framework.
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IMI plc Annual Report 202592
Performance reviews
Board performance
Every year, the Board reviews its performance
and the performance of its Committees. Usually,
the Board carries out an externally facilitated
review every three years. The most recent
external Board performance review took place in
2023 by EquityCulture, a company without any
other business connection to IMI.
The 2025 Board and Committee performance
review was conducted internally by the Chair
and the Company Secretary. The Company
Secretary held one-to-one interviews with each
director, covering a range of topics including
board dynamics (due to recent changes in Board
composition), succession planning, strategy and
risk, AI and the Board’s response to the recent
cyber incident. Feedback from these interviews
was collated and discussed with the Chair,
before feedback was shared with the Board and
each Committee at the December meeting.
2025 Board performance review key
findings and actions
Following careful consideration and a robust
discussion, the Board noted that it was found to
be operating effectively and minor suggestions
to improve performance were noted. The main
areas of Board focus for 2026 relate to
furthering Board succession planning and
enhancing Board skills and expertise in digital,
technology and AI. There was thoughtful
consideration of the Group’s digital ambitions
and recognition of the need for greater Board
expertise on digital, technology and AI matters.
Reflecting on the impact on this skillset through
the departure of a former non-executive
director, the Board agreed to begin a search for
a new non-executive director with relevant
experience inthis area.
The Board will review progress against agreed actions during 2026 and will consider other actions to
address any gaps where necessary.
The 2024 Board performance review highlighted the following areas for development and an update
on progress is set out below.
Area of development Update
Maintain the Board’s
effectiveness and
dynamics during Board
changes in 2025
A structured induction programme was delivered for the Chair and the
Chief Financial Officer, ensuring they were well-prepared to contribute
effectively from the outset. As part of the 2025 internal Board
performance review, specific questions were included to assess how well
the Board had maintained its dynamic during these changes. Feedback
from the directors confirmed that new members had integrated
smoothly and that the Board continued to operate cohesively and
effectively throughout the transition period.
Deepen the Board’s focus
on the M&A pipeline
To deepen the Board’s focus on the M&A pipeline, updates on potential
acquisition activity were added to the executive report, and presented at
each Board meeting. Additionally, during the strategy session, Sector
Presidents provided detailed overviews of their respective acquisition
strategies and pipelines, enabling the Board to engage more directly with
forward-looking M&A opportunities and assess alignment with Group
growth objectives.
Board Committee 2025
performancereviews
The review of the Board Committees focused
on Committee operation and the leadership of
the Committee Chair. Each Board Committee
Chair received feedback from the review
which they discussed with their Committee.
Each Board Committee was found to be
operating effectively and for some, minor
suggestions to improve performance were
noted. The individual Committee Reports
contain further information.
Chair’s performance review
The Senior Independent Director, Anne
Thorburn, led a review of the Chair’s
performance, with support and feedback from
the other non-executive directors. They took
into account relevant feedback regarding the
Chair from the Board performance review. This
review found that in his first year as Chair, he
had quickly established effective leadership,
had developed good working relationships with
other Board members and had completed an
extensive induction programme.
Individual director
performancereviews
The Chair conducted performance reviews
ofeach individual director finding each to
beperforming effectively, discharging their
duties and making valuable contributions to
the Board. Details of each Board member’s
personal contribution can be found in the
director biographies on pages 76 to 78.
Corporate Governance Report continued
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IMI plc Annual Report 202593
Composition, succession and evaluation
Nomination
Committee Report
Dear Shareholder
I am pleased to present my report as Chair
ofthe Nomination Committee. This report
isintended to give an account of the
Committee and its activities in 2025.
Jamie Pike
Chair of Nomination Committee
Date of appointment
totheCommittee:
Jamie Pike
January 2025
Thomas Thune
Andersen
July 2018
Jackie Callaway
July 2023
Victoria Hull
August 2024
Katie Jackson
July 2018
Dr Ajai Puri
March 2021
Anne Thorburn
August 2024
Caroline Dowling
January 2020
(to8 May 2025)
Highlights of the year
– Overseeing the induction of Jamie Pike
and Luke Grant
– Appointing Victoria Hull as
Remuneration Committee Chair
– Overseeing the pipeline for senior
management
Priorities for the year ahead
– Overseeing the external performance
review of the Board and its Committees
– Planning for the orderly succession for
non-executive directors due to retire
from the Board in 2027
The core responsibilities of the
Committee include:
– Reviewing Board composition
– Leading the recruitment process and
makingrecommendations for appointments
at Board level
– Overseeing the development of a diverse
pipeline for succession to the Board and
Executive Committee
– Oversight of appointments to the Executive
Committee
– Identifying and developing internal talent
The Committee reviewed and refreshed its
terms of reference, which were approved by
theBoard to take effect from 4 March 2026. The
full terms of reference of the Committee can be
found in the IMI Corporate Governance
Framework on the Company’s website.
The composition of the Committee meets the
requirement of the UK Corporate Governance
Code that a majority of members should be
independent non-executive directors. All of
thenon-executive directors on the Committee
are regarded as independent non-executive
directors. I was considered independent on
appointment. In the year, the Committee held
three scheduled meetings. Member attendance
is included in the table on page 85. The
Company Secretary is secretary to the
Committee and, together with the Chief People
Officer, attends all meetings of the Committee.
The Chief Executive Officer is not a member of
the Committee but is invited to attend all
meetings. Neither the Chair, nor the Chief
Executive Officer, would participate in the
recruitment of their own successor.
Main areas of activity
Board changes and succession
In addition to our ongoing oversight of talent
development, succession planning and diversity
and inclusion, the Committee supported several
key Board transitions during the year. These
included the inductions of Luke Grant as Chief
Financial Officer, Victoria Hull as Chair of the
Remuneration Committee, and myself as Chair
of the Board.
My own induction was detailed in the
Committee’s report within the 2024 Annual
Report. As part of my ongoing induction, I
havehad the opportunity to visit several of our
European sites during the year, accompanied by
our Chief Executive Officer, Roy Twite. Further
details of these visits are provided on page 7.
Luke’s induction is outlined on page 97 of
thisreport.
Caroline Dowling stepped down from the Board
at the 2025 AGM, and Victoria Hull formally
assumed the role of Remuneration Committee
Chair from that date. Victoria joined the Board
inAugust 2024 and has been a member of the
Remuneration Committee since that time. She
brings valuable experience from her roles as
Chair of the Remuneration Committees at
Network International Holdings plc and IQE plc.
Since her appointment, Victoria has engaged
regularly with our Chief People Officer, Head of
Reward and external remuneration adviser, Willis
Towers Watson.
Following these changes, the Committee
placedparticular emphasis on maintaining the
effectiveness and dynamic of the Board. This
was a key focus of our internal performance
review process. Further details can be found on
page 93.
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IMI plc Annual Report 202594
This performance review highlighted the need
for a non-executive director with digital and
technology experience. In December 2025, we
began a search process and engaged Henrok
Consulting to support us. Henrok Consulting is a
signatory to The Voluntary Code of Conduct for
Executive Search Firms.
Board succession planning features on the agenda
at every Committee meeting. As part of its regular
corporate governance reviews, the Committee
agreed interim cover for the Chair, each
Committee Chair and the Board roles of Senior
Independent Director and the non-executive
director with designated responsibility for
workforce engagement. This was in addition to
reviewing anticipated timescales for changes in
Board positions, taking into account tenure, and
succession options in the short and medium-term,
as well as the requirements of the 2024 FRC
Corporate Governance Code and our Board Policy
on Diversity, Inclusion and Equal Opportunities.
Board and Committee composition
We are committed to driving Board effectiveness
and ensuring the most appropriate composition
of our Board and its Committees. This includes
ensuring Board members hold a range of
desired skills, experience and knowledge, as well
as requisite independence and complementary
personal characteristics, including a willingness
to operate collaboratively, challenge robustly
and promote a respectful, inclusive culture. The
Committee carried out a comprehensive review
of the composition of the Board and each
Committee. It also reviewed and updated the
Board skills and experience matrix which can be
found on page 74. All Committees have female
representation and all members of the
Remuneration and Audit Committees are
independent non-executive directors.
Executive Committee composition
andtalent pipeline
The Committee continued to review our talent
and succession pipelines. In 2025, the
Committee evaluated talent development and
succession planning for the top 45 business
critical roles across the Group, with support
from the Chief Executive Officer and Chief
People Officer. This included reviewing
development and succession plans for all
members of the Executive Committee and
reviewing talented colleagues with the potential
to take on an Executive Committee role in the
future. The Committee was encouraged to see
that significant progress continues to be made
of high calibre talent and increased levels of
internal promotion. Details of our leadership
development and succession planning
processes are set out on page 51.
Diversity, inclusion and equal
opportunities
In 2025, the Committee refreshed our Board
Policy on Diversity, Inclusion and Equal
Opportunities applicable to composition of and
succession planning for the Board, all Board
Committees and the Executive Committee.
Thiswas to ensure alignment with the FRC
2024Corporate Governance Code, the Parker
Review’s targets and gender and ethnicity
representation targets for the Board in
accordance with the Financial Conduct
Authority’s (‘FCA’) diversity targets.
Our Board Policy on Diversity, Inclusion and Equal Opportunities
The Company acknowledges the value of
diversity in its widest sense and its contribution
towards effective Board operations and
decisions. The Group operates a policy that is
reviewed each year and provides the framework
for productive working relationships. Taking
account of its changing strategic needs, the
Board will ensure that:
– The Board and its Committees have the
appropriate balance, composition and mix
ofskills, experience, independence and
knowledge to ensure their continued
effectiveness, having regard to UK
governance requirements on diversity
– A pipeline is maintained that promotes
diversity, inclusion and equal opportunity
inshortlists for succession to the Board and
Executive Committee
– Only executive search consultancies that
have signed up to The Voluntary Code of
Conduct for Executive Search Firms are
engaged when seeking appointments to
theBoard, so that the selection processes
provide access to a diverse range of
candidates
– Appointments to the Board are made on the
basis of merit, with regard to the candidate’s
suitability for the role, Board balance and
composition and the required mix of skills,
background and experience, promoting
diversity, inclusion and equal opportunity
– Policies adopted by the Group promote
diversity in the broadest sense
– Adequate and appropriate disclosure of:
- This policy and the inclusive culture
initiatives the Group has in place and the
steps it is taking to promote diversity,
inclusion and equal opportunity at Board
level and across the Company
- The composition and structure of
theBoard
- The gender balance of those in the
Executive Committee, their direct reports
and the leadership group
- The process of appointments to the Board
This policy is reviewed from time to time
tomonitor progress being made in order
toassess its effectiveness. During the year,
theBoard applied the policy when reviewing
Board and Executive Committee succession
plans and during the processes to find new
Board members.
Nomination Committee Report continued
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IMI plc Annual Report 202595
We comply with the Parker Review’s target to
appoint at least one Board member from an
ethnic minority background. In March 2023, the
Parker Review published an updated report and
requested that FTSE 350 companies set a target
for their senior management group who
self-identify as being in an ethnic minority. For
these purposes, ‘senior management’ is defined
as the Executive Committee and their direct
reports in the UK, except administration staff.
We introduced two new management targets to
achieve three senior managers from an ethnic
minority background and a 15% target for senior
management positions to be occupied by ethnic
minority executives by December 2027. As at
31 December 2025, in line with the Parker
Review’s definition, the percentage is 14%.
At 44%, we meet FCA guidance that women should
hold at least 40% of seats on the Board. Our Senior
Independent Director (‘SID’) is a female, as are our
Audit and Remuneration Committee Chairs.
As at 31 December 2025, our Executive
Committee has 40% female membership,
including two nationalities and 33% of the direct
reports to the Executive Committee were
female. We do not have express gender, ethnic
or other related diversity quotas or measurable
objectives for the Board’s composition.
In 2025, diversity data has been gathered on a
self-identified basis asking ‘How would you
describe yourself?’ using the ethnicity categories
reported in Table 2 via:
– Board members using a questionnaire format
– Executive Committee members providing
information to the Company’s HR department
As required by the UK Listing Rules, all data
published to the right is as at 31 December 2025.
Table 1: reporting table on sex/gender representation as at 31 December 2025
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage
ofexecutive
management
Men 5 66% 3 3 60%
Women 4 44% 1 2 40%
Not specified/
prefer not to say 0 0% 0 0 0%
Table 2: reporting table on ethnic background as at 31 December 2025
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage
ofexecutive
management
White British or
other White 8 89% 4 4 80%
Mixed/Multiple
ethnic groups 0 0 0 0 0
Asian/
AsianBritish 1 11% 0 1 20%
Black/African/
Caribbean/
BlackBritish 0 0 0 0 0
Other ethnic
group 0 0 0 0 0
Not specified/
prefer not to say 0 0 0 0 0
Oversight of IMI’s inclusive culture
The Committee’s oversight role in relation
tohow IMI maintains an inclusive culture is
discussed as part of the annual strategic
reviewprocess. A key measurement tool is the
employee engagement survey, One Big Voice,
which provides insights into the culture from an
inclusion perspective.
Review of time commitments, conflicts
and contributions
Directors are expected to fulfil their
responsibilities and manage their schedules
accordingly. This expectation is outlined in the
letter of appointment each director signs. If a
director is unable to attend meetings regularly, is
not adequately prepared, or does not contribute
effectively to Board discussions, the Chair will
address the issue with them and agree on a
course of action. All directors have access to our
policy on external appointments and executive
directors are generally not permitted to take on
more than one non-executive position. We assess
each director on the basis of their individual
circumstances. No director has raised concerns
over the time commitment required of them to
fulfil their duties. Details of the other significant
appointments of each director are contained in
the biographies on pages 76 to 78.
All directors’ external appointments are subject
to Board approval. When considering approving
an appointment, the Board considers potential
conflicts of interest, the director’s performance
and their ability to meet their time commitment
to IMI. Following a review of their other
commitments and after confirmation that each
director can continue to meet their time
commitments to IMI and discharge their duties,
the Board approved the following external
appointments in the year:
– Jackie Callaway’s appointment as CFO of
Howden Joinery Group plc
– Dr Ajai Puri’s appointment as a director of
private company, Beejapuri Dairy Private Ltd
Nomination Committee Report continued
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IMI plc Annual Report 202596
During the year, details of any new conflicts or
potential conflict matters were submitted to the
Board for consideration and where appropriate,
were approved. As part of the annual
declaration, each director is asked to confirm
their ability to commit sufficient time to their
role. Details of the individual contributions of
each director can be found in the biographies
on pages 76 to 78.
The Committee has reviewed director time
commitments, conflicts and contributions, with
each director abstaining from the discussion and
voting in respect of themselves. The Committee
considers that the time given to IMI by each
non-executive director is sufficient. The Board is
satisfied that no director is over-committed and
unable to fulfil their responsibilities. The Board is
satisfied that I have the necessary time to devote
to my role as Chair.
Director’s re-election
The Board endorsed the Committee’s
recommendation that all directors should stand
for election or re-election at the AGM. Further
information, including a description of the
personal contribution of each director, can be
found in the Notes to the AGM Notice or in the
director biographies on pages 76 to 78.
Director induction
A formal induction process for new non-
executive directors is well established and is
theresponsibility of the Chair, with support from
theChief Executive Officer, Chief People Officer
and Company Secretary. Business familiarisation
is at the core of induction and continuing
development for non-executive directors at IMI
and is centred around gaining an understanding
of the business and getting to know the wider
management team. My induction was set out in
the 2024 Nomination Committee Report.
Luke Grant joined the Board as Chief Financial
Officer on 1 August 2025. His induction
programme was carefully tailored to reflect his
prior experience, knowledge of the Group, and
his participation in Board Committees.
To support a smooth transition, Luke held
one-to-one meetings with the Chair, non-
executive directors and senior management
across the business. He also completed the
General Management Programme at Harvard
University, designed to equip senior leaders
withthe skills to address complex business
challenges, foster cross-functional collaboration
and lead strategic change. He also completed
London Business School’s ‘Cybersecurity and
Digital Trust for Leaders’ course.
Luke brings deep knowledge of IMI, having
joined the Group in 2013 and held a range
ofsenior roles including Group Financial
Controller, Head of Investor Relations, and
VicePresident of Finance for the Industrial
Automation sector. To further support his
transition to a public company Board role,
tailored training was provided by external
legaladvisers.
Daniel Shook, IMI’s previous Chief Financial
Officer, stepped downfrom the Board and
Executive Committee in July 2025, but
continued to support the Company until the end
of the year to ensure asmooth handover.
Board continuing development
Appropriate training and other continuing
professional development is available to all
non-executive directors, and regular updates
aregiven during the year where they are relevant
to the business arising at Board and Committee
meetings. In the year, an update on the
sustainability landscape was received. Tailored
regulatory and best practice updates were also
provided to the Audit and Remuneration
Committees during 2025. Non-executive
directors are encouraged to undertake
appropriate external training.
Committee performance review
An internal performance review of the
Committee was undertaken in the year and was
led by me and the Company Secretary. The
review found that the Committee performs well,
has the right membership and has been highly
effective inidentifying and recommending
qualified candidates for leadership positions.
Following careful consideration and a detailed
discussion, the Committee agreed to focus on
further developing Board succession plans in
2026, including refreshing the skills matrix to
more closely align with the Company’s strategy.
It was also agreed to commence a search for a
new non-executive director with relevant digital,
technology and AI experience to enhance the
Board’s collective expertise.
The Committee also reviewed progress during
2025 in respect of focus areas agreed, following
the 2024 internal performance review.
Progress on 2024 review:
2024 focus area Progress
Focus on the further development of succession
plans for key management levels in 2025
In 2025 all business-critical leadership roles were
filled, ensuring IMI has both the immediate
capability to deliver against our strategy and the
longer-term leadership strength to share our
future. Succession planning is now in place for
more than 150 key roles, building a more resilient
and diverse leadership bench.
Yours faithfully
Jamie Pike
Chair of the Nomination Committee
5 March 2026
Nomination Committee Report continued
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IMI plc Annual Report 202597
Audit, risk and internal control
Audit Committee
Report
Dear Shareholder
I am pleased to present this report on
thework of the Audit Committee over
thelast year.
Jackie Callaway
Chair of Audit Committee
Date of appointment
totheCommittee:
Jackie Callaway
July 2023
Thomas Thune
Andersen
March 2020
Anne Thorburn
August 2024
Highlights of the year
– Reviewed the Company’s readiness for
the 2024 UK Corporate Governance
Code Provision 29 by overseeing the
design and implementation of a testing
programme for material financial and
non-financial controls, evaluating initial
results, and providing challenge to
management on enhancements required
to strengthen compliance
– Oversaw the deployment of an
automated solution to strengthen internal
controls, streamline documentation, and
support evidence-based testing and
review, incorporating integrated issue
logging and action tracking
– Engaged with sector and functional
financial leadership, including the Chief
Financial Officer of Sector Operations,
Controller of Sector Operations and
Sector Finance VP for Industrial
Automation, to review the second-line
balance sheet process and gain insights
during the Committee’s site visit to Brno,
Czech Republic inOctober 2025
– Facilitated a seamless transition for the
Chief Financial Officer by overseeing the
onboarding process, providing
personalised coaching and guidance,
and maintaining continuity in financial
reporting and controls
Priorities for the year ahead
– Maintain active collaboration with Sector
Finance VPs to deliver deeper insights
into risk management, controls and
ITenvironments
– Strengthen assurance and governance by
reviewing material controls testing
outcomes and timely remediation and
advancing IMI’s risk management
framework through integration and
roll-out of the Enterprise Risk
Management tool to enhance risk data
consolidation and reporting
– Undertake a comprehensive external
quality assessment of the Internal Audit
function to validate effectiveness and
alignment with industry standards
– Ensure seamless leadership and audit
continuity by managing the transition of
the Director of Group Assurance and
overseeing the change to a new external
audit partner, maintaining effective
oversight throughout both handovers
The Committee’s principal responsibilities are
tomonitor the integrity of the Group’s financial
reporting and financial statements, to review the
effectiveness of internal financial controls, to
monitor and review the effectiveness of internal
audit, and to make recommendations to the
Board on the appointment of an external
auditor. The Committee acts in an oversight role
for Annual Reports, financial statements and
announcements with extended financial content
including sustainability reporting requirements,
all of which are prepared by management. The
full terms of reference of the Committee, which
were reviewed during the year, can be found in
the IMI Corporate Governance Framework on
the Company’s website.
The Committee met five times during the year.
In addition to the regular cycle of challenge and
oversight activity, it continued to focus this year
on supporting management in readiness for
Provision 29 of the 2024 UK Corporate
Governance Code, effective from 1 January
2026. The Committee also reviewed the
Company’s key financial information.
Internal control matters are regarded as a high
priority and this year we have continued to
review the work undertaken to enhance the risk
management and internal controls framework
and have also reviewed Group Assurance
reporting each quarter. We continue to
challenge detailed aspects of the Group’s policy
for treatment of adjusting items in Alternative
Performance Measures (‘APMs’). The Committee
has monitored the external auditor in their fifth
year to ensure the audit quality and audit
effectiveness remain at the highest levels and
the external auditors have demonstrated
professional scepticism throughout the process.
The Committee continues to welcome fresh
insight and challenge from the auditors.
Members of the Audit Committee
Anne Thorburn, Thomas Thune Andersen,
andIwere members of the Audit Committee
throughout the year. All Committee members
are regarded by the Board as independent
non-executive directors and details of our
experience are included on pages 76 to 78.
Member attendance is included in the table on
page 85.
I have chaired the Audit Committee since
1 September 2024 having joined as a member
on 1 July 2023. As your Audit Chair, I am a
qualified accountant with over 30 years’
experience working in finance across
multinational manufacturing and supply chain
businesses. I am currently Chief Financial Officer
at Howden Joinery Group plc, and so the Board
are satisfied that I have significant recent and
relevant financial experience.
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IMI plc Annual Report 202598
The Board is also satisfied that the Committee
members have experience at Audit Committee
level and collectively the Committee has the
financial, commercial and auditing skills,
experience and objectivity to be an effective
Audit Committee. Furthermore, Committee
members attend, as appropriate, external
training sessions to update our knowledge.
The Committee invites the following to join
appropriate parts of its meetings: the Chief
Executive Officer, the Chief Financial Officer,
theGroup Financial Controller, the Director of
Group Assurance and the external auditor. In
addition, the Chair and other non-executive
directors are welcome to attend, and usually
join, the meetings. The Secretary to the
Committee is the Chief Legal Officer &
Company Secretary. The Committee meets with
the external auditor and with the Director of
Group Assurance without management present.
The Committee has the power to call on any
employee to attend.
Main areas of activity
All meetings included a review of current
accounting matters within the Group, internal
audit reports and external audit matters. These
activities are detailed in the following sections.
During the year, the Committee reviewed the
treatment of adjusting items in Alternative
Performance Measures (‘APMs’) and the
acquisition accounting for TWTG.
The Committee monitors changes in senior
finance roles and challenges management to
ensure continuity of financial reporting
standards following team changes. In 2025,
management achieved successful internal
transitions of key senior finance roles and has
refreshed the talent pipeline for succession
planning, including the successful succession of
the Chief Financial Officer with the role having
been filled by an internal candidate. For further
details refer to page 97.
An update on tax affairs and compliance from
the Head of Group Tax was received by the
Committee and the Corporate Tax Strategy,
which is available on our website, was approved
by the Committee.
This year’s discussion with the Group’s Head of
Treasury and Pensions focused on the Group’s
refinancing activities and strategy as well as the
progress made towards the full buyout of the UK
Defined Benefit Pension Scheme, which has
completed in 2026. For further details refer to
page 33.
The Committee reviewed and approved for
submission to the Board the statements on
going concern and viability, which are on
page72 and 71 respectively. The Committee was
satisfied with the going concern and viability
statements taking comfort in particular from the
resilience demonstrated by IMI’s businesses in
recent periods, the relative strength of the
Company’s balance sheet and the committed
borrowing facilities in place.
The Committee reviewed management’s
approach to preparing the Annual Report with
the European Single Electronic Format (‘ESEF’)
tagging. Management continues to use an
outsourced provider with expertise to complete
the initial tagging prior to finalisation internally.
The Committee advises the Board on the fair,
balanced and understandable requirements for
the Annual Report and half-year results
statement. In the Annual Report, the fair,
balanced and understandable criteria are also a
review area for the external auditor who has not
reported any exceptions. The Statement of
directors’ responsibilities on page 131 includes
confirmation by the Board that it considers this
Annual Report, taken as a whole, to be fair,
balanced and understandable.
Deloitte was reappointed to be the
Group’sexternal auditor for the year ended
31 December 2025.
Significant judgements and estimations
in the financial statements
In preparing the accounts, there are a number of
areas requiring the exercise by management of
judgement and estimation. These matters were
the subject of appropriate detailed analysis and
commentary in papers and reports to the
Committee from management and the external
auditor. The Committee reviewed the significant
accounting areas involving such judgements and
estimates and these are described below.
Significant accounting matters
Revenue recognition
The Committee discussed the timing of revenue
recognition on some of the Group’s larger
contracts within the Process Automation sector.
This is an area of focus on which the external
auditor reported to the Committee. Having
reviewed management’s process and oversight
of these contracts and the external auditor’s
comments, the Committee concluded that
revenues were appropriately reflected in the
financial statements. Note 2 to the financial
statements provides further information.
Inventory valuation
The year-end balance sheet includes inventories
of £396.5m after £62.5m of provisions and
£22.9m relating to assets classified as held for
sale. The Committee reviewed the judgements
applied tostandard costing valuations and
provisions against excess and obsolete inventory
and concurred with management’s assessment.
Inventory valuation was a key audit matter for the
external auditor, in respect of which it reported to
the Committee that inventory valuation across
the Group is considered appropriate. Note 15 to
the financial statements provides details of
inventory valuation.
Adjusting items
The Committee considered both the items
treated as adjusting and their application in APMs.
The Committee reviewed all adjusting items,
including the treatment of acquired intangible
amortisation and tax-related adjustments, as well
as the recognition of costs associated with the
cyber incident in early 2025 and the accounting
for the profit on the sale of the property in
California. Forfurther details refer to page 153.
The Committee concluded there had
beenadherence to the Company’s adjusting
items policy.
Impairment of goodwill and intangibles arising
from acquisitions
The Committee considered the level of goodwill
and intangible assets held on the Group’s
balance sheet for recent and past acquisitions
and whether, given the future prospects of these
businesses, the carrying value in each case
remained appropriate.
The year-end balance sheet includes goodwill
of£650.8m (2024: £670.9m), excluding £13.6m
relating to assets classified as held for sale and
intangible assets arising on acquisitions of
£149.6m (2024: £180.9m).
Due to the complexity and volatility involved in
calculating the discount rates for the purposes
of impairment testing, S&W Group was engaged
for a fourth year to perform the calculations and
report to management on these, which was
concluded by the Committee as appropriate.
In assessing the impairment of goodwill,
management has considered the future impacts
of climate change which is considered as part of
the Group’s five-year strategic plan.
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Impairment was also an area of focus for
theexternal auditor who challenged the
assumptions used in the model and reported its
findings to the Committee. The external auditor
also concurred with the assessment that no
impairments were required. Note 11 to the
financial statements provides details regarding
the Group’s intangible assets and goodwill.
Tax
The Committee reviewed the adequacy of
taxation provisions for uncertain matters.
Further details on these areas can be found
inNotes 3 and 9 respectively.
Key sources of estimation uncertainty
There were no critical judgements or key sources
of estimation uncertainty applied in 2025.
Control environment
The Committee reviewed the overall control
environment during the year and considered the
different responsibilities for site, region, sector,
Sector Operations and Group teams. The
continued implementation of the automation
tool across the organisation to support with
balance sheet reconciliations is progressing
welland has helped to facilitate an improved
control environment and risk-based approach
tocontrols.
Following the Financial Reporting Council’s
publication of the 2024 UK Corporate Governance
Code, management is actively preparing to meet
the requirements of Provision 29, which becomes
effective for the financial year ending 31 December
2026. This provision introduces enhanced
expectations around the effectiveness of risk
management and internal control processes.
Defining Material Controls
Our approach to identifying financial and
non-financial material controls has been guided
by IMI’s risk appetite, Principal Risks, and the
Audit Committee’s review of the Internal Control
Declaration process, led by Group Assurance.
Materiality has been assessed in the context of
the scale, complexity, and regulatory
environment of our operations.
We define material controls as those critical to
mitigating key risks that could adversely affect
the long-term success of the Group. These are
controls where failure, either through ineffective
operation or resulting in material misstatement
or omission, could influence decisions made by
key stakeholders.
Implementation Approach
During the second half of 2025, the Group
deployed AuditBoard: SOXHUB, a cloud-based
platform designed to:
– Enhance collaboration across first-line teams,
auditors, and control owners;
– Automate control testing and evidence
collection; and
– Enable real-time monitoring of control
effectiveness and issue resolution.
Financial Reporting Council Review
ofthe 2024 Annual Report
As part of its routine monitoring activities,
theFinancial Reporting Council’s Corporate
Reporting Review team (‘CRR’) conducted a
review of IMI’s 2024 Annual Report. This review
does not provide assurance that the annual
report and accounts are correct in all material
respects as the FRC’s role is not to verify the
information provided to it but to consider
compliance with reporting requirements.
Following completion of its review, the FRC
confirmed that it had no questions or follow-up
queries for IMI. The FRC did, however, provide
anumber of recommendations to enhance
certain disclosures. These recommendations
have been considered and, where appropriate,
reflected in the preparation of the 2025
AnnualReport.
Internal audit
The Committee received reports from, and
monitored the work of, the Group’s internal
audit function, known as Group Assurance.
Group Assurance has a direct reporting line to
the Committee and also reports through the
Chief Financial Officer to the Chief Executive
Officer. Group Assurance work is primarily
directed towards financial control audits but also
covers other selected areas including project
planning and implementation for major business
changes and internal control declarations, which
cover financial and non-financial controls. For
more information on the Board’s oversight of
internal controls, please see page 89.
In addition to the sites reviewed in the year,
Group Assurance continued to focus their
review on the Group’s increasing use of digital
tools. This included a review of the following:
– The Group-wide travel and expenses system
– IT system implementation within the sectors
– Data validation for key inputs into the key
performance metric, Total Recordable
Incident Frequency Rate, and climate-related
data disclosed in the sustainability section of
the Annual Report.
Additional projects reviewed throughout the
year encompassed assessments of ERP systems,
evaluations of investment appraisals,
confirmation of the 2024 Bonus and Incentive
Outcomes, as well as IT and Legal support
activities connected to the cyber incident.
Group Assurance works closely with the
sectorsto implement monitoring and review
processes to complement the internal and
external audit coverage.
Locations to be reviewed each year are selected
on a risk assessed basis, discussed and agreed
with the Committee and take account of the
external audit plan. In 2025, as in any other year,
minor adjustments were made to the plan to
reflect changes in the business with the Audit
Committee being consulted on amendments
atall of its meetings. The completion of actions
arising from internal audits and reviews is
monitored by the Committee to ensure their
timely completion.
During the year, 35 internal audit reviews were
completed. The majority of the 2025 internal
audit plan included a physical visit as part of the
review. As in prior years, a flexible approach and
use of remote audit procedures were also used
to improve efficiency and ensure emerging
issues were addressed.
The Group Assurance team is led centrally by
experienced, senior internal audit professionals
and across the Group there are over 50 staff
trained to conduct internal financial control
audits. The annual plan and resourcing for
internal audit were approved by the Committee
and take account of the enhanced monitoring
and review activity within the sectors. The scope
of internal audits covers certain operational and
commercial risks in addition to financial
controls. Experienced financial managers from
the sectors, work on combined audits covering
financial, operational and commercial matters.
Group Assurance has trained sector finance
managers in financial control audit techniques
and provided a toolkit to support them in
performing financial control audits at other
sitesin their sector. Financial control evidence
binders are used across the Group to help
improve internal controls and to make internal
audits more efficient. The binders also support
transition andcontinuity in the event of any
changes in finance staff.
The Committee reviewed the effectiveness of
Group Assurance with management and
considered input from the external auditor.
Effectiveness was assessed against delivery of
the assurance plan, quality of reporting and
stakeholder feedback. The Committee
concluded that Group Assurance operated
effectively and supports the co-sourcing model,
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IMI plc Annual Report 2025100
with the central team working alongside
experienced finance managers across the
sectors, to enhance assurance outcomes. In
2026, the Group Assurance team will prioritise
evaluating and challenging the recently
implemented systems and processes designed
to monitor the effectiveness of material controls
throughout IMI. This will include making sure
that all necessary process documentation is
properly incorporated into the automation tool.
Paul Roughsedge, Director of Group Assurance,
retired at the end of 2025. On behalf of the Audit
Committee, I would like to thank Paul for his
contributions to IMI throughout his 16 years in the
role. Paul has been succeeded by Vishal Daudia,
who was appointed as Director of Group
Assurance with effect from 1 December 2025.
Vishal is a Chartered Accountant and experienced
Head of Assurance, having led assurance functions
across complex multinational organisations.
External audit independence and
performance review
The Committee approved the proposed external
audit approach and its scope based on the size
and level of risk of the entities concerned. The
Group and the external auditor take a risk-based
approach to audit and other assurance activity.
The key audit matters identified by Deloitte are
set out in its report on pages 132 to 139 and
were reviewed by the Committee in approving
the audit scope and plan.
The Committee considered the independence
and objectivity of the external auditor to be
satisfactory. In assessing auditor independence,
the Committee had regard to the Financial
Reporting Council’s (‘FRC’) best practice
guidance for audit committees.
It also considered the FRC’s Minimum Standards
for Audit Committee and, apart from one action
to be considered when the Group retenders the
audit in the future years, those standards are
being met. In addition, the external auditor
confirmed that its ethics and independence
policies complied with the requirements of the
FRC’s Ethical Standard. To maintain the
objectivity of the audit process, the external
audit partner responsible for the Group is
rotated within the audit firm at least every five
years and the current Senior Statutory Auditor,
Dean Cook, who was first appointed for the
2021 audit has rotated off. Andrew Bond will
assume the role of Senior Statutory Auditor for
the 2026 audit.
The policy on the engagement of the external
auditor for non-audit work, reflects regulatory
requirements. It requires approval by the
Committee Chair for any non-audit engagement
for which the estimated fees exceed £10,000. The
Chief Financial Officer monitors any proposed
non-audit engagements of Deloitte and refers to
the Chair for approval as appropriate. The policy
does not allow work to beplaced with the auditor
if it could compromise auditor independence,
such as functioning in therole of management.
Non-audit fees paid to the auditor were £0.1m
(2024: £0.1m), which represents 3% of the audit
fee and demonstrates the tight control which is
maintained in this area. The only significant
non-audit engagement during the year was in
respect of the interim results review, which is
technically not statutory audit work but is typically
placed with the audit firm and was approved by
the Committee.
The auditors were engaged for non-audit services
where their detailed understanding of the Group
enabled efficient delivery. The Committee
considers the level and nature of non-audit work
to be modest and not to compromise the
independence of the external auditor. The
Committee is satisfied that Deloitte is fully
independent from management and free of
conflicts of interest.
Pursuant to the power granted at the 2025
Annual General Meeting, the Committee
reviewed and approved the proposed audit
feepayable to Deloitte.
The Committee formally reviewed the
effectiveness of the 2024 external audit process.
As in other years, a questionnaire, sent to over
30 site finance directors and interviews with
members of the Committee and selected
executives were used to assess the quality and
the effectiveness of the external audit process.
Based on the results of the questionnaire and
feedback received, the Committee believes the
2024 external audit process was good and
effective. To enhance further the external audit
process, certain improvement actions were
identified, and plans were put in place by
management and Deloitte to address these
during the 2025 audit. Management and Deloitte
made improvements in key action areas, and
weare satisfied with the progress made. The
Committee also reviewed the FRC’s Audit
Quality Review report regarding Deloitte.
Statement of compliance
IMI confirms that it was in compliance with
theprovisions of The Statutory Audit Services
forLarge Companies Market Investigation
(Mandatory Use of Competitor Tender Processes
and Audit Committee Responsibilities) Order
2014 during the year ended 31 December 2025.
Audit tendering
Current legislation will require an audit tender
byno later than 2031 and the Company retains
the freedom to tender earlier. The Committee
considers it would be appropriate to conduct an
external audit tender process commencing in
the year before any change of auditor is made
and therefore not later than 2030 in any event.
Committee evaluation
An internal performance review of the
Committee was undertaken in the year. The
review found that the Committee performs well
and no major areas of concern were identified.
The Committee approved this report on
itswork.
Yours faithfully
Jackie Callaway
Chair of the Audit Committee
5 March 2026
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IMI plc Annual Report 2025101
Sustainability
Sustainability
Committee Report
Dear Shareholder
I am pleased to present my report as
Sustainability Committee Chair for the first
full year of its establishment.
Thomas Thune Andersen
Chair of the Sustainability Committee
Date of appointment
totheCommittee:
Thomas Thune
Andersen
September 2024
Victoria Hull
September 2024
Dr Ajai Puri
September 2024
Highlights of the year
– Scope 1 & 2 absolute emissions reduced
by 43% since 2019 (location-based)
– Scope 1 & 2 absolute emissions reduced
by 90% since 2019 (market-based)
– Non-recycled hazardous waste reduced
by 43% since 2022
– Review of our climate change natural
hazard risks
– Approval of our sustainability policy (see
our website for further information)
– Approval of a revised CO
2
metric aligned
to revenue intensity
Priorities for the year ahead
– Reviewing and approving our climate
transition plan as a prerequisite to
compliance with ISSB
– Establishing additional frameworks and
policies to enhance our sustainability
strategy further
The core responsibilities of the
Committee include:
– Oversee the development of the Company’s
sustainability strategy
– Review the effectiveness of the teams,
external advisers, governance and processes
in place to ensure the outcomes of the
sustainability strategy are delivered
– Support the Remuneration Committee on
theuse of sustainability metrics in
executiveremuneration
– Monitor annual and long-term progress
against previously set sustainability objectives
The Committee reviewed and refreshed its
terms of reference, which were approved by the
Board to take effect from 4 March 2026. The full
terms of reference of the Committee can be
found in the IMI Corporate Governance
Framework on the Company’s website.
Composition
The Committee consists of three non-executive
directors. All of the non-executive directors on
the Committee are regarded as independent
non-executive directors and details of our
experience are included on pages 76 to 78. In
theyear, the Committee held three scheduled
meetings. Member attendance is included in
thetable on page 85. The Company Secretary
issecretary to the Committee and together
withthe Head of Risk & Sustainability attends all
meetings ofthe Committee. The Chief Executive
Officer and Chief Financial Officer are not
members ofthe Committee but are invited to
attend allmeetings. In addition, the Chair and
other non-executive directors are welcome to
attend, and usually join, the meetings.
Sustainability in 2025
The year marked a turning point from a
regulatory-driven agenda toward innovation-led
transformation. While the EU implemented a
revised timeline for the Corporate Sustainability
Reporting Directive (‘CSRD’) implementation
with the ‘stop-the-clock’ announcement, this
enabled us to concentrate more on a shift
towards delivering tangible impact through
sustainable solutions and improve data for
ourcustomers. The focus is shifting towards
embedding ESG principles directly into product
development. This change means that we
areintegrating environmental, social, and
governance considerations into the core of our
product strategy ensuring that our solutions not
only meet regulatory standards, but also deliver
measurable sustainability benefits to our
customers and end-users.
This has manifested in a broad range of
opportunities identified through our Growth
Hub initiative to solve our customers’ problems
and also ensure sustainability is addressed. Our
Climate Control sector successfully obtained
Environmental Product Declarations (‘EPDs’) on
over 50% of their products by revenue and we
aim to replicate this across our other sectors
where it makes sense to do so.
We continue to focus on decarbonising our
operations but also are looking at product
content and materials traceability including
conflict minerals in our products, minimising
use of high-risk smelters and eliminating
foreverchemicals.
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IMI plc Annual Report 2025102
Minimising our impact in 2025
We maintain a strong commitment to
decarbonising our operations. In 2025, we
operated solar panels at 21 sites, generating
9,953 MWh of renewable energy, an increase from
6,082 MWh in 2024. To further demonstrate
ourenvironmental dedication, 21 out of our
47 manufacturing facilities are ISO 14001 certified,
with three holding ISO 50001 certification. We
have also acquired renewable energy certificates
covering 87% of our electricity usage, compared
to89% in 2024. OurCO
2
emissions continue to
decrease as a result of sustained operational
enhancements. We actively disclose and support
CDP Climate by reporting our risk management
and performance, maintaining a grade of B in
2025. Additionally, we will evaluate water security
and climate change score reports in alignment
with our sustainability strategy to continuously
improve our environmental outcomes.
We have also made a change to the way we
report Scope 1 & 2 CO
2
intensity, aligning to
million pounds of revenue and moving away from
hours worked asour normalisation factor. This
adjustment better aligns with business strategy
and aids external benchmarking while
maintaining a target that is equally challenging
and credible for stakeholders. As a result of this
review, we have updated the target to be 60%
reduced (by 2030) compared to the 2019 baseline
and recommended a simplified annual reduction
target to be included in the long-term incentive
of our executive remuneration structure.
In addition, we are applying this normalisation
factor change to our water intensity metric and
will now be reporting water usage with
reference to million pounds of revenue. Our
updated target is to maintain water usage to
below 75m³ per million pounds of revenue, a
33% reduction compared to the initial base line
of 111 m³ per million pounds of revenue,
reported for our 2020 baseline.
Sustainability in 2026
In 2026, we will focus on delivering a
comprehensive Climate Transition Plan in
preparation for the adoption of UK SRS (IFRS S1
and S2). This plan will set out clear objectives
and milestones to demonstrate how we will
achieve our long-term climate commitments.
We will include this in out next annual report.
We plan to further develop our Scope 3
emissions strategy by working towards improved
data accuracy and gradually incorporating
product carbon footprints, with the intention of
evolving away from a reliance on spend analysis
over time. These efforts are intended to
complement our ongoing initiatives aimed at
reducing Scope 1 & 2 emissions, where progress
has already been made towards our targets.
Product sustainability continues to be an
important priority for us. In 2026, we expect
tocomplete the pilot phase of our Product
Sustainability Assessment, which is designed
tohelp us better understand the proportion
ofour portfolio that contributes positively
tosustainability outcomes. We also plan to
enhance the resilience of our supply chain
byconsidering diversification of critical
components including conflict minerals
andforever chemicals.
We note the recent developments to the
CSRDframework and are exploring its potential
applicability to IMI. This review will ensure
weremain prepared for any future reporting
requirements.
Governance and compliance will be strengthened
through the implementation ofUK SRS disclosure
requirements. Wewill aim to close gaps in
governance reporting, climate risk modelling,
andstakeholder engagement, ensuring that
ourdisclosures meet required standards. Our
approach will remain interoperable with the
European Sustainability Reporting Standards
(‘ESRS’) and CDP requirements.
We will also build internal capability through
training and governance updates, ensuring that
our teams are equipped to meet evolving
regulatory and stakeholder expectations.
Committee performance review
An internal performance review of the
Committee was undertaken in the year. The
review found that the Committee performs well,
and no major areas of concern were identified.
Yours faithfully
Thomas Thune Andersen
Chair of the Sustainability Committee
5 March 2026
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IMI plc Annual Report 2025103
Remuneration
Remuneration
Committee Report
Dear Shareholder
On behalf of the Board, I am pleased to
present the Annual Directors’ Remuneration
Report for the year ended 31 December
2025. This is my first report as Remuneration
Committee Chair following my appointment
on 8 May 2025.
Victoria Hull
Chair of the Remuneration Committee
Date of appointment
totheCommittee:
Victoria Hull
August 2024
Katie Jackson
July 2018
Dr Ajai Puri
March 2021
Caroline Dowling
(January 2020 to
8 May 2025)
Highlights of the year
– Continued to create value for our
stakeholders through improved
financialperformance
– Implemented pay decisions to support
the successful transition of Chief
Financial Officer from Daniel Shook to
Luke Grant
Priorities for the year ahead
– Oversee an effective review of our
Remuneration Policy for shareholder
approval at the 2027 AGM
– Support initiatives to maintain our goal
for all employees to be paid a fair wage
Remuneration in 2025
Context
The Committee carefully considered the
remuneration of the executive directors in the
context of the pay and conditions of the wider
workforce, overall business performance and
the economic environment. The Committee
arecomfortable that the decisions taken were
appropriate, and in the best interests of the
wider business and its key stakeholders.
The Committee was pleased to see that
96.46%of shareholder votes at the 2025
AnnualGeneral Meeting supported the
Committee’s implementation of the current
Remuneration Policy.
Economic environment
Our stretching 2025 annual incentive targets
were set with the ambition to achieve significant
growth on 2024 results. Whilst 2025 was a year
of significant macroeconomic disruption, there
has been no cause to adjust targets.
Wider workforce pay
We continue to review and update our salary
positioning compared to latest cost of living
increases impacting our employees. We
regularly analyse living wage indices to assess
employee pay against cost of living standards,
and adjust pay levels where appropriate to
ensure all our employees are paid a fair wage
reflecting the value of work undertaken and the
local cost of living. Pay budgets are adjusted to
ensure that higher than average pay awards are
awarded to those employees most impacted by
cost of living changes and our best performers.
As a Committee we are happy with the approach
the Company has taken with the wider
workforce which has resulted in an average
UKpay award of 4%.
Pay for performance
Our focus in determining incentive outcomes
for2025 was to make sure that payout levels
were appropriate in the context of wider
Company performance and workforce pay.
Asinprevious years, we sought to achieve a
stronglink between pay and performance in
theimplementation of our remuneration policy.
A high proportion of our executive directors’
remuneration remains closely tied to business
performance; the Committee select performance
measures that align to our purpose and strategy,
with strong links to our reportable KPIs. More
information is provided on pages 28 to 29.
Key strategic and performance highlights
in2025 include:
– Group revenue of £2,304m increased
organically by 5% and adjusted operating
margin increased by 30bps to 20.0%, statutory
operating margin was 220bps higher than
lastyear
– Group adjusted profit before tax increased
from £419m to £442m, statutory profit before
tax increased from £330m to £420m
– Adjusted basic EPS increased from 122.5p
to132.3p
The Alternative Performance Measures referred
to above are defined in Note 3.
Incentive outcomes
Annual incentives paid to executive directors
inrespect of performance in 2025 were based on
achievement of stretching targets relating to
Group adjusted profit before tax and strategic and
personal objectives, incorporating sustainability
metrics. The Committee determined annual
incentive outcomes ranging between 76.1% and
76.9% of maximum for the executive directors,
which fairly reflects business and individual
performance and is aligned with the wider
stakeholder experience.
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IMI plc Annual Report 2025104
The 2023 IMI Incentive Plan (‘IIP’) award was
granted on 24 March 2023 and is due to vest
on24 March 2026. In determining the level of
vesting under the award the Committee has
fulldiscretion to adjust the vesting based on
business performance factors, macroeconomic
conditions, shareholder experience, and potential
windfall gains due to share price movements.
Following a review of the above factors the
Committee determined that no adjustment
shallbe made to the formulaic outcome.
The 2023 IIP award was subject to relative
TotalShareholder Return (‘TSR’), Adjusted Basic
Earnings Per Share (‘EPS’) growth, stretching
Return on Invested Capital (‘ROIC’), and CO
2
intensity targets measured over three financial
years and will vest at 79.2% in March 2026.
Director changes
On 1 August 2025 Luke Grant succeeded Daniel
Shook and joined the Board as Chief Financial
Officer. Luke’s remuneration on appointment is
in line with our Remuneration Policy and details
included in the 2024 Directors’ Remuneration
Report. Details can be found on pages 121 to
123. Similarly, no changes have been made to
Daniel Shook’s agreed terms of departure.
Details can be found on page 122.
Remuneration in 2026
Base salary
As part of the annual salary review approach
forexecutive directors and in line with our
Remuneration Policy, the Committee considers
multiple factors including salary movement
across the wider workforce, individual
performance, business performance and external
positioning. We benchmark IMI executive
directors against the FTSE 31-100 (excluding
financial services) to ensure IMI maintains the
level of pay that supports talent attraction,
retention and succession needs as well as the
company’s growth ambitions whilst operating in
a global market.
Since his appointment in 2019, Roy’s performance
has been exceptional. IMI’s growth strategy has
been transformational, creating significant value
for our shareholders. IMI delivered a TSR of 240%
between Roy’s appointment as CEO on 9 May
2019 and 23 February 2026 – within the upper
quartile of current FTSE 100 constituents,
reflecting the change he has led and the sustained
performance culture that has been created.
Performance in 2025 has continued to be strong,
with IMI delivering its fifth consecutive year of
mid-single digit organic sales growth, aided by a
record £206m in Growth Hub orders, while
operating margins further increased to 20.0%,
which is 580bps higher than in 2019. Following the
review of all the above factors, the Committee
determined that it is appropriate to award an
increase of 7% to Roy Twite from £900,000 to
£963,000. The Committee is aware that high-
performing CEOs of global companies are highly
sought after in the market for executive talent.
Whilst this is a consecutive annual increase above
the average increase awarded to UK employees,
this increase ensures that Roy’s base salary
remains broadly in line with the median of the
FTSE 31-100, excluding financial services. Target
total pay, including bonus and long-term
incentives, remains belowmedian.
Luke has made an outstanding start since
hisappointment as Chief Financial Officer
andhasassumed responsibility for Group Risk
Management. He has demonstrated exceptional
leadership of the IT function following the cyber
attack at the start of 2025 and has completed a
‘Cyber security and digital trust of leaders’ course
at the London Business School, reinforcing his
expertise in this area. Given this performance and
the recently extended scope of his responsibilities,
the Committee has determined that Luke’s salary
be increased by 7% from £576,700 to £617,100.
This increase will mean Luke’s base salary remains
competitively positioned against the median of the
FTSE 31-100, excluding financial services. Target
total pay, including bonus and long-term
incentives, remains below median.
The Committee was in unanimous support of
these salary increases, particularly in the context
of the very strong business performance amidst
an increasingly complex geopolitical and
economic landscape. In the context of a highly
competitive global market for senior talent, the
Committee is aware of the need to ensure that
the executive directors remain competitive on a
total pay basis to be able to attract executives of
the calibre required to deliver the Group’s
growth ambitions.
The average increase awarded to UK employees
was 4%.
Policy review
The Committee intends to undertake a review of
current policy in 2026, with the new policy to be
presented for shareholder approval at the 2027
AGM. At the core of the review will be the
alignment of policy with our strategic direction,
the remuneration related provisions of the Code
and evolving investor views. The policy review
will consider talent attraction and retention
requirements for high performing Executive and
leadership teams alongside wider workforce
remuneration and sustainability considerations
to deliver on our strategy.
Policy implementation
No changes have been proposed to the overall
measures or weightings applying to the annual
bonus and IIP for 2026.
The annual bonus will continue to be based on
Group adjusted profit before tax and strategic
and personal objectives, incorporating
sustainability metrics.
The IIP award for 2026 will be based on relative
TSR (30%), Adjusted EPS growth (30%), ROIC
(30%), and total CO
2
intensity (Scope 1 & 2)
reduction (10%).
Yours faithfully
Victoria Hull
Chair of the Remuneration Committee
5 March 2026
Remuneration continued
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IMI plc Annual Report 2025105
Remuneration continued
Annual Directors’
Remuneration Report
On behalf of the Board, the Remuneration
Committee (the ‘Committee’) presents the
Annual Directors’ Remuneration Report, which
will be put to shareholders for an advisory
(non-binding) vote at the Annual General
Meeting to be held on 12 May 2026. The report
includes details of the work of the Committee,
the pay received during the year in accordance
with our current Directors’ Remuneration Policy,
approved by shareholders at the Annual General
Meeting on 8 May 2025. A copy of the approved
Directors’ Remuneration Policy is included in the
2023 Annual Report which can be found on the
IMI website.
The Committee
Composition
The members of the Committee throughout the
year were Caroline Dowling (Chair until 8 May
2025), Victoria Hull (Chair from 8 May 2025),
Katie Jackson and Dr Ajai Puri. In accordance
with the UK Corporate Governance Code, all
members are independent non-executive
directors. Victoria Hull meets the requirements
of the UK Corporate Governance Code having
more than 12 months’ previous experience
onaremuneration committee before being
appointed Remuneration Committee Chair.
The remaining members of the Board, the Chief
People Officer, the Head of Group Reward and
the Company’s independent remuneration
consultants also attend meetings by invitation.
The Company Secretary attended each meeting
as Secretary to the Committee. No director
participates in any discussion relating to their
own remuneration.
Responsibility
The Committee determines the Remuneration
Policy and rewards for the executive directors
and other members of the executive committee
and the Chair. The Committee also considers
the levels of pay and benefits across the Group.
A copy of the Committee’s terms of reference
(which were reviewed and refreshed in 2025)
areincluded in the IMI Corporate Governance
Framework and are available on our website.
External advisers to the Committee
Independent remuneration consultant, Willis
Towers Watson (‘WTW’), is formally appointed by
the Committee and provided advice on executive
remuneration to the Committee in 2025. The
Committee noted that the firm are actuaries and
administrators for IMI’s UK Pension arrangements.
The Committee is comfortable that these activities
do not represent a conflict of interest and that
objective and independent advice continues to be
received by the Committee from the dedicated
team servicing it at WTW.
The fees charged by WTW in respect of advice
and services to the Committee for 2025 totalled
£112,300.
WTW are signatories to the Remuneration
Consultants’ Code of Conduct in the UK.
A summary of the Committee’s
activities during 2025
The Committee held three scheduled meetings
during the year; attendance can be viewed in the
table on page 85. The principal agenda items
were as follows:
– A review of total compensation packages of
the members of the executive committee
taking into account wider workforce
remuneration and related policies
– Approval of the 2025 share awards to
members of the executive committee
– Approval of achievements and outcomes
under the incentive plans
– Review and approval of a fee increase for
theChair
– Review and approval of base salary increases
for the executive directors
– Review of IMI’s gender and ethnicity pay gap
data for 2025
– Review of remuneration policies and practices
to ensure they remain compatible with the
Company’s purpose, values and strategy
– Review of the performance of the
independent remuneration consultants to
theCommittee
– Review of executive director’s service
agreements
– Review of the Committee’s own performance
and terms of reference
Annual General Meeting voting
outcomes
The following table summarises the details of
votes cast for and against the 2024 Annual
Directors’ Remuneration Report along with the
number of votes withheld. The Committee will
continue to consider the views of, and feedback
from, shareholders when determining and
reporting on remuneration arrangements.
Voting item
Votes for
%
Votes against
%
Votes withheld
#
Directors’ Remuneration Report (2025 AGM) 96.46% 3.54% 20,304
Directors’ Remuneration Policy (2024 AGM) 96.43% 3.57% 44,742
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Executive single figure table (audited)
Fixed pay
(£000)
Annual
variable pay
(£000)
Long-term
variable pay
(£000)
Other items in
the nature of
remuneration
(£000)
Director Base salary Pension
Taxable
benefits
Annual
incentive
bonus
IMI
Incentive Plan
(‘IIP’)
All-employee
share plans
Total
(£000)
Total
fixed pay
(£000)
Total
variable pay
(£000)
See page Page 108 Page 108 Page 108 Pages 110 to 115 Pages 115 to 117 Page 118
Roy Twite 2025 900 99 33 1,375 2,659 4 5,070 1,032 4,038
2024 830 91 29 1,620 2,068 6 4,644 950 3,694
Daniel Shook 2025 346 38 34 400 982 4 1,804 418 1,386
2024 577 63 53 851 826 4 2,374 693 1,681
Luke Grant 2025 240 26 9 274 27 – 576 275 301
Luke Grant was appointed to the Board on 1 August 2025 and figures presented above represent his remuneration as a director. Daniel Shook stepped down from the Board on 1 August 2025 and the
figures in the table above are in relation to remuneration as a director.
These figures have been calculated as follows:
Base salary and fees:
The actual salary receivable for the year.
Pension:
The cash allowance paid in lieu of pension.
Taxable benefits:
The gross value of all taxable benefits (or benefits that would be taxable for a person tax resident in the UK) received in the year.
Annual incentive bonus:
The value of the annual incentive payable for performance in respect of the relevant financial year (up to half is automatically delivered in the form of deferred bonus share
awards, when the executive director does not meet their share ownership requirement), however, the plan rules permit payments to be made wholly in cash.
IMI Incentive Plan (‘IIP’):
The value on vesting of the nil cost options that were subject to performance conditions over the three-year period ending on 31 December in the relevant financial year (see
share price assumptions below).
Share price assumptions: For shares vesting in 2026, that related to performance in the three years to 31 December 2025, the average share price over the final three months of 2025 (2,402.53 pence)
is used to estimate the value of shares on vesting. The value attributed to share price appreciation in respect of the 2023 award (based on the three-month average share
price at 31 December 2025) was £1,002,792 for Roy Twite, £370,455 for Daniel Shook and £10,140 for Luke Grant. This equates to 38% of the total award vested for the
executive directors.
For the 2024 financial year the IIP figure for the executive directors was estimated based on the share price (1,777.45 pence) over the final months of the financial year.
The figure has been restated based on the actual share price on vesting of 1,977.00 pence. The difference between the estimated figures and the actual figures are £208,689
for Roy Twite and £83,410 for Daniel Shook. The adjusted percentage attributed to share price appreciation equates to 33%.
All-employee share plans:
The value of free shares at award and dividends under the Employee Share Ownership Plan in the relevant financial year and the intrinsic value of Save as You Earn share
options on the date of grant in the relevant financial year (applying a 10% discount as permitted under the Save as You Earn Share Plan).
Total fixed pay: Sum of fixed pay columns.
Total variable pay: Sum of annual incentive bonus, IMI Incentive Plan (‘IIP’), all-employee share plans, and dividend equivalent payments (if applicable).
Remuneration continued
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Executive remuneration received in respect of 2025
Base salary
Consistent with prior years, salary increases effective 1 January 2025 considered a range of factors
including the increases for the wider workforce, the financial performance of the Group and
prevailing economic conditions.
For 2025, as explained in the 2024 Directors Remuneration Report, Roy Twite and Daniel Shook
received base salary increases of 8.4% and 2.3% respectively. The average increase awarded to UK
employees was 2.6%. Effective 1 January 2025, the base salary for Roy Twite was £900,000 and the
base salary for Daniel Shook was £590,000 and Luke Grant’s salary on joining the Board was £576,700.
Pension
Roy Twite, Daniel Shook, and Luke Grant all received a pension contribution and cash allowance
equivalent to 11% of base salary which is consistent with the average global employee pension
opportunity for employees.
Pension benefits for past service
Roy Twite was previously an active member of the defined benefit IMI Pension Fund, the assets
andliabilities under which were transferred to either the IMI 2014 Pensioner Fund or the IMI 2014
Deferred Fund (‘the Fund’) in 2014. He opted out with effect from 1 February 2007, before he
became an executive director, and as a result he retains past pensionable service up to that date
inthe Fund.
The key elements of the benefits in the Fund are summarised below:
– The normal retirement age under the Fund is 62 and Roy Twite may retire from employment with
IMI any time after age 60 without an actuarial reduction applied to his pension
– On death after retirement, a dependant’s pension is provided equal to 50% of the member’s pension
– Should he die within the first five years of retirement, the dependant’s pension is increased to
100% of the member’s pension for the remainder of the five-year period
– Pensions in payment more than any guaranteed minimum pension, are increased each year in line
with price inflation up to a maximum of 5% in respect of pension built up before 1 January 2006,
and 2.5% in respect of pension built up after 1 January 2006
Director
Accrued
pension in the
Fund as at
31 December
2025
£000pa
Accrued
pension in the
Fund as at
31 December
2024
£000pa
Roy Twite 94 91
Benefits
During the year the executive directors received several benefits, which are summarised below.
Roy Twite Daniel Shook Luke Grant
2025 2024 2025 2024 2025
Non-cash benefits
(£000) 13 9 26 39 3
Company car and fuel
allowance (£000) 20 20 8 14 6
Allowances and
reimbursement (£000) – – – – –
Total 33 29 34 53 9
In addition to the above benefits and allowances that are included in the single figure table (refer to
table on page 107), the executive directors are also beneficiaries of company policies that have no
taxable value, including directors’ and officers’ insurance, death in service cover, travel insurance and
personal accident cover.
Remuneration continued
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IMI Incentive Plans
Our Remuneration Policy is aimed at enabling our business model and is aligned to our values and the delivery of the strategy.
The table below sets out our 2025 values and KPIs and how these incentivise and reward our executives for achievement of the KPIs.
IMI value KPI Why it is important and how is it incentivised?
Annual
bonus IIP
Create impact Group adjusted profit before tax – Generates value for our shareholders and creates more opportunity to invest further
– Group PBT is a core annual bonus performance metric
Cash conversion – Supports investment in our business and enables IMI to provide returns to shareholders
throughdividends and share buybacks
– Ensures a strong balance sheet, giving customers and suppliers confidence in the future of IMI
– Free cash flow management will be considered by the Remuneration Committee when determining the
annual bonus performance
Return on invested capital – Indication of IMI’s ability to deploy capital effectively
– ROIC is a core IIP performance metric
Adjusted earnings per share – Creating consistent long-term value for shareholders
– EPS is a core IIP performance metric
Always care Employee engagement – Key to retaining the existing skills and promoting and attracting employees who bring new ideas
andcapabilities
– Employee engagement targets are explicitly included in directors’ personal objectives for the annual
bonus plan
Total Recordable Incident
Frequency Rate
– The health and safety of all who work at IMI is paramount
– Closely linked to our business success, including attracting and retaining the best talent
– Each director has a specific Total Recordable Incident Frequency Rate personal objective for the
annualbonus plan
– The annual bonus plan has a sustainability underpin which could result in reduced vesting outcomes
ifIMIunderperform
CO
2
Intensity – Our purpose Breakthrough engineering for a better world drives our strategy and our ambition,
including our commitment to halve our total CO
2
intensity by 2030 (based on 2019 Scope 1 & 2
emissions)
– Each director has a specific CO
2
intensity target included as a personal objective for the annual
bonusplan
– CO
2
intensity reduction (Scope 1 & 2) is a core IIP performance metric. The metric will be updated in
2026 to target a revenue intensity reduction of 60% compared to the 2019 baseline.
Remuneration continued
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IMI plc Annual Report 2025109
Remuneration continued
As per the Policy, the Committee reviews
and selects performance measures, targets
and ranges annually, which take account of
the economic conditions, strategy and the
priorities of IMI at the time.
Annual incentive bonus
In setting targets and assessing
performance the following process
is adopted by the Committee:
Set performance
measures aligned
with strategy
and budget
Set stretching
performance
targets
Assess
performance
Take account
of wider
circumstances
Discretion to
override formulaic
outcomes andto
apply malus
andclawback
1
Set performance
measures aligned with
strategy and budget
The Committee reviewed and selected performance measures for 2025 that were fully aligned to
the business strategy and the annual budget as approved by the Board in December 2024. The 2025
annual incentive bonus focused on just one financial metric and non-financial strategic and
personal objectives metric:
– Group adjusted profit before tax (80%)
– Strategic and personal objectives (20%)
Free cash flow was also monitored and, if it materially underperformed against budget, the
Committee may consider applying downward discretion.
There was also a sustainability underpin to provide discretion for the Committee to take into
account any relevant sustainability matters when determining bonus outcomes.
For 2026, see page 124 for information regarding the financial metric.
2
Set stretching
performance targets
In setting stretching performance targets the Committee considered a range of influencing factors
that included the strategic plan, the annual budget, analysts’ forecasts, economic conditions,
individuals’ areas of responsibilities and the Committee’s expectations over the relevant period.
Notwithstanding stretching targets are set at the outset, the Committee will also consider the
application of discretion at the end of the performance period if relevant.
The performance target range itself was established based on the annual budget and required
significant outperformance for executive directors to achieve the maximum.
3
Assess performance
The Group made significant strategic and financial progress in 2025:
– Group revenue of £2,304m increased organically by 5% and adjusted operating margin increased
by 30bps to 20.0%, statutory operating margin was 220bps higher than last year
– Group adjusted profit before tax increased from £419m to £442m, statutory profit before tax
increased from £330m to £419m
– Adjusted Basic EPS increased from 122.5p to 132.3p
The Alternative Performance Measures referred to above are defined in Note 3.
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IMI plc Annual Report 2025110
4
Take account of wider
circumstances
The Committee believes that the range of measures used to assess performance of the annual
incentive bonus ensures that performance is assessed using a balanced approach, that is fully
aligned with the business strategy.
The Committee also considers the wider workforce remuneration and policies when making
decisions on executive remuneration. Given the performance noted above and wider operational
achievements, the Committee is comfortable that the 2025 annual incentive bonus outcomes
represent a fair reward for performance delivered. This includes reviewing wider employee
remuneration as part of the decision-making process and actively engaging with employees to
obtain feedback on remuneration policies as described on page 87.
5
Discretion to override
formulaic outcomes and to
apply malus and clawback
Depending on the circumstances, the Committee may exercise judgement in assessing performance
and determining the level of achievement.
Under the current policy, the Committee has full discretion to override formulaic outcomes, reduce
the amount of any annual bonus, reduce the number of shares (subject to any form of share award)
and/or to require a repayment to the Company in the event it is discovered that the Company has
misstated its financial results, there has been an error or miscalculation in respect of an award, there
has been gross misconduct, there is erroneous or misleading data or in any other circumstances as
the Committee sees fit. Such other circumstances may include, but are not limited to, serious
reputational damage or corporate failure.
The Committee has considered the position and determined that for 2025 it is not appropriate
forany reason to exercise the discretion to override formulaic outcomes or recover amounts
previously awarded.
Annual incentive bonus
Summarised in the table below is the achievement against Group targets applicable for Roy Twite, Daniel Shook, and Luke Grant.
Director Measure
Maximum
opportunity
(% of bonus
opportunity)
Performance targets
Actual
performance
(£m)
Actual
performance
(%out of 100)
Actual
performance as a
percentage of
metric weighting
Threshold (0% of
maximum)
Target (50% of
maximum)
Maximum (100%
of maximum)
All executive directors Group adjusted profit before tax
1
80% £402.0m £436.7m £458.3m £445.8m 71.1% 56.9%
Strategic and personal objectives 20% See table on pages 112 to 115
100%
1
Group adjusted profit before tax, as set out in the Consolidated Income Statement on page 140, adjusted for the impact of foreign exchange, acquisitions and disposals.
Remuneration continued
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IMI plc Annual Report 2025111
Annual incentive bonus
Strategic and personal objectives
As part of the strategic growth plan, the Committee sets each executive director several strategic and personal objectives each year. Performance against these objectives is assessed using a combination
of quantitative and qualitative reference points to ensure a robust assessment process. Mid-way through the year the executive is reviewed against their progress towards achieving the strategic and
personal objectives with a full review undertaken by the Committee at the end of the performance period. As well as performance against strategic and personal objectives, the Committee considers the
wider performance of the Group.
A summary of the strategic and personal objectives set for 2025 and the performance against them is provided in the table below.
Director 2025 strategic and personal objectives Commentary
Weighting
(% of maximum)
Performance
achieved
(% of maximum)
Roy Twite Strengthen organisation: Focus the entire management
team on creating sustainable Better World profitable
growth. Continue to accelerate the IMI Executive team’s
performance. Further drive succession depth across all
leadership and management. Sustain high levels of
employee engagement and further improve employee
communications.
– Ensured a high performing and resilient Executive team, enabling IMI to deliver
strong results while effectively navigating external operational challenges.
– Advancing Executive and Leadership team capability through targeted development
programmes and mentoring support.
– Maintained robust succession pipelines, identifying strong candidates for all
Executive roles and deepening succession strength across management and
leadership levels throughout the organisation.
– Embedded a clear, consistent narrative for IMI’s strategy, strengthening
organisational alignment and deepening a shared sense of One IMI across the
Company.
– Sustained high employee engagement, with 79% of employees stating that IMI is
agreat place to work and all engagement scores meeting or exceeding external
benchmarks.
– Successful execution of the IMI strategy, delivering adjusted profit-before-tax
growth of 6% in 2025.
20% 97.5%
Advancing growth: Fully deploy the agreed strategy.
Execute the major strategic projects on time, to budget.
Improve customer satisfaction and Net Promoter scores
at the business unit level.
– Secured record Growth Hub performance, with £206m of orders in 2025
(2024: £149m), up 38%.
– Enhanced net promoter customer satisfaction across all sectors, exceeding
established industry benchmarks for service excellence.
– Drove strong commercial momentum, including investing in and growing the high
margin Process Automation aftermarket (orders up 11% organically to £658m in
2025) and significant expansion in the Climate Control data centre cooling business
(more than doubling to £18m in 2025).
– Optimised IMI’s global manufacturing footprint, completing the multi-year
restructuring programme and investing £99m in capital expenditure to drive future
growth.
– Achieved basic earnings per share growth of 8%, reinforcing IMI’s strong position
within the FTSE 100.
– Delivered organic revenue growth of 5%, despite highly varied and challenging
market conditions.
Remuneration continued
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IMI plc Annual Report 2025112
Director 2025 strategic and personal objectives Commentary
Weighting
(% of maximum)
Performance
achieved
(% of maximum)
Roy Twite
continued
Sustainability: Ensure IMI’s sustainability agenda is
advanced to deliver our targets, in particular Scope 3
emissions reductions. Support the sectors in reducing
total recordable incidents in 2025. Drive an inclusive
culture at IMI.
Advance IMI’s equity story and valuation.
– Reducing environmental impact, achieving a further reduction of Scope 3 emissions
of 2% and lowering Scope 1 & 2 emissions intensity by a further 15%.
– Excellent safety performance, reducing the total recordable incident frequency rate
(TRIFR) across IMI to 0.28 from 0.38 in 2024, maintaining IMI’s position in the top
quartile of the industry.
– Sustained a highly inclusive culture, with the 2025 One Big Voice survey confirming
strong levels of inclusion: 81% of employees feel treated fairly and with respect, 80%
feel able to be their true self at work, and 76% feel like they belong at IMI.
– Maintained strong shareholder engagement, conducting 45 investor meetings
during 2025 and delivering strong share price growth during 2025.
Daniel Shook Strengthen organisation: Focus the entire management
team on creating sustainable Better World profitable
growth. Continue to advance succession and coverage
across Finance and IT and support the successful
transition of the new Chief Financial Officer.
Sustain high levels of employee engagement and further
improve employee communications.
– Maintained a strong and committed Finance function, supported by clear
succession plans and multiple successful promotions within the Finance leadership
team.
– Effectively led IMI’s response and recovery following the cyber attack, safeguarding
business continuity and ensuring operational and financial performance remained
resilient.
– Ensured a smooth and successful transition of Luke Grant into the Chief Finance
Officer role, demonstrating the strength and effectiveness of IMI’s succession
planning.
– Sustained high levels of employee engagement, across the organisation including
the global Finance and IT teams.
20% 100%
Advancing growth: Advance strategic projects within
Finance, IT and IMI’s internal control processes.
Ensure effective capital allocation is continued. Achieve
acquisition business cases.
– Made excellent progress in advancing the internal controls framework, simplifying
both control testing and tracking.
– Successfully executed a £200m share buyback programme, ensuring the effective
and timely delivery of capital returns to shareholders.
– Advanced tax simplification and compliance initiatives, aligning processes and
governance with IMI’s operating structure.
Sustainability: Ensure IMI’s sustainability agenda is
advanced to deliver our targets, in particular Scope 3
emissions reductions. Support the sectors in reducing
total recordable incidents in 2025. Drive an inclusive
culture at IMI.
Advance IMI’s equity story and valuation.
– Led another year of good progress on Scope 1 & 2, reducing emissions by 11%.
– Built strong momentum toward reducing Scope 3 emissions, positioning IMI to
deliver targeted year-end outcomes.
– Supported the achievement of excellent safety performance in 2025, reinforcing
IMI’s commitment to a safe working environment across all operations.
– Sustained IMI’s highly inclusive culture, including within the Finance function,
ensuring employees feel valued, respected and empowered.
– Continued to develop strong investor relationships, contributing to sustained
confidence in IMI and supporting strong share price performance.
Remuneration continued
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IMI plc Annual Report 2025113
Director 2025 strategic and personal objectives Commentary
Weighting
(% of maximum)
Performance
achieved
(% of maximum)
Luke Grant Strengthen organisation: Focus the entire management
team on creating sustainable Better World profitable
growth. Successfully complete transition to Chief
Financial Officer during 2025. Continue to advance
succession and coverage across Finance and IT.
Sustain high levels of employee engagement and further
improve employee communications.
– Successfully transitioned into the Chief Financial Officer role, demonstrating strong
early progress on priority initiatives and quickly establishing effective relationships
with key internal and external stakeholders.
– Strengthened Finance and IT leadership capability through the appointment of
critical roles, including the Chief Information Officer and Director of Group
Assurance.
– Developed robust internal succession plans across all key Finance and IT positions,
ensuring continuity and long-term leadership strength.
– Sustained high levels of employee engagement, reflected in 79% of employees stating
that IMI is a great place to work, with the global Finance and IT teams achieving an
even stronger score of 82%.
20% 96%
Advancing growth: Advance strategic projects within
Finance, IT and IMI’s internal control processes.
Ensure effective capital allocation is continued. Achieve
acquisition business cases.
– Implemented further enhancements to IMI’s IT security framework, strengthening
protections and resilience across the organisation.
– Successfully deployed new financial controls platform, simplifying the testing,
monitoring and tracking of controls.
– Maintained disciplined and effective capital allocation, ensuring decisions remained
aligned with long-term value creation.
Sustainability: Ensure IMI’s sustainability agenda is
advanced to deliver our targets, in particular Scope 3
emissions reductions. Support the sectors in reducing
total recordable incidents in 2025. Drive an inclusive
culture at IMI.
Advance IMI’s equity story and valuation
– Reducing environmental impact, achieving a further reduction of Scope 3 emissions
of 2% and lowering Scope 1 & 2 emissions intensity by a further 15%.
– Sustained IMI’s highly inclusive culture, with 2025 One Big Voice survey results
inthe Finance and IT teams showing that 85% of employees feel treated fairly
andwith respect, 85% feel able to be their true self at work, and 79% feel like
theybelong at IMI.
– Strengthened IMI’s equity story, including enhancements across key external
communication channels and the launch of IMI’s new corporate website.
– Continued to build strong investor relationships, with the Investor Relations team
meeting 287 unique institutions in 2025 (2024: over 230), supporting ongoing
market confidence and engagement.
Remuneration continued
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IMI plc Annual Report 2025114
Annual incentive bonus
Performance under the financial metric (80% of the total annual incentive bonus achievement) and the strategic and personal objectives (20% of the total annual incentive bonus achievement)
and the total achievement (% of maximum) is set out below:
Director
Actual
performance of
financial metrics
(%)
Performance
achieved under
the strategic and
personal
objectives
(%)
2025 maximum
bonus achieved
(% of maximum)
Roy Twite 56.9% 19.5% 76.4%
Daniel Shook 56.9% 20.0% 76.9%
Luke Grant 56.9% 19.2% 76.1%
Based on the performance described above, the annual incentive bonus outcomes for 2025 are set out below:
Director
2025 maximum
bonus opportunity
(% of salary)
2025 maximum
bonus achieved
(% of maximum)
Total bonus
awarded
(£000)
Total bonus
awarded
(% of salary)
Achievement of
share ownership
guidelines at
31 Dec 2025
1
Bonus delivered
in form of
cash
(£000)
Bonus delivered
in form of
share awards
(£000)
1
Roy Twite 200% 76.4% 1,375 152.8% 478.9% 1,375 –
Daniel Shook² 150% 76.9% 400 115.3% 338.7% 400 –
Luke Grant² 150% 76.1% 274 114.1% 39.4% 137 137
1 Achievement is expressed as a percentage of each director’s target Share Ownership Guideline. Deferred bonus share awards are made where the executive director is yet to reach their share ownership guidance.
Details of the share ownership guidelines can be found on pages 116 to 117.
2 The bonus outcomes above for Daniel Shook and Luke Grant represent bonus earned in respect of services as a director.
IMI Incentive Plans
Awards vesting under the IIP
In March 2023, performance share awards were made to the executive directors under the IIP. The vesting of the awards was subject to the achievement of four independent performance conditions
asdescribed below, measured over the three-years ended 31 December 2025. The 2023 IIP award will vest in March 2026 at 79.2% of maximum.
Director Initial award
Value on date
of award
1
(£000)
Number of initial
shares vesting
Additional
dividend
equivalent shares
Total shares
vesting
Value of shares
on vesting
2
(£000)
Roy Twite 132,691 1,985 105,091 5,568 110,659 2,659
Daniel Shook 49,022 734 38,825 2,055 40,880 982
Luke Grant 1,347 20 1,066 53 1,119 27
1 The three-day average mid-market price on the date of award was 1,496.33 pence.
2 The price on vesting is unknown at this time and so the total number of shares vesting is valued at the average price over the last quarter of 2025 (2,402.53 pence).
3 The award has been pro-rated from his time as a director.
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Return on invested capital (‘ROIC’)
30% of the award was subject to the achievement of ROIC. This measure is defined as adjusted
operating profit as a percentage of the average invested capital during the financial year ended
31 December 2025. Invested Capital being net assets adjusted to remove net debt (including lease
liabilities recognised under IFRS 16), derivative assets and liabilities, restructuring provisions,
employee benefit assets and liabilities and deferred tax on employee benefits, and to reverse
historical impairments of goodwill and amortisation of acquired intangible assets. It compares the
earnings of the Group with the capital employed. ROIC was chosen as a measure as it represents
how well the Group has used its investment made by shareholders and capital from creditors to
generate a profit.
For ROIC of less than 11% no award under this element would vest. 25% of the award would vest
forROIC of 11%, rising on a straight-line basis to full vesting for ROIC of 13%. At the end of the
performance period return on invested capital was 14%. The resultant vesting outcome for this
element of the award is 30%.
Total Shareholder Return (‘TSR’)
30% of the award was subject to the achievement of a relative TSR performance measure against
adefined group of companies adjusted during the performance period, to take account of merger
and acquisition activity during the performance period in line with the Committee’s established
guidelines. TSR is defined as the movement in share price during the performance period, measured
in local currency, with adjustment to take account of changes in capital structure and dividends,
which are assumed to be reinvested in shares on the ex-dividend date. TSR was chosen as a measure
as it is an external, relative benchmark for performance that aligns executives’ rewards with the
creation of shareholder value.
For a TSR rank that is below median, no award under this element would vest. 25% of the award
would vest for median TSR, rising on a straight-line basis to full vesting for upper quartile TSR. At the
end of the three-year performance period, the Group ranked eight of the peer group. The resultant
vesting outcome for this element of the award is 16.1%.
Adjusted earnings per share (‘EPS’)
30% of the award was subject to the achievement of the Adjusted EPS growth measure. This
measure is defined as the compound annual growth rate in adjusted EPS over three financial years,
adjusted for any exceptional items, including significant acquisition and disposal and foreign
exchange movements, at the Committee’s discretion.
Adjusted EPS growth is a key measure for IMI as it gives an indication of the strength of the Group’s
financial performance and shows the amount available to reinvest into the business and pay a return
to shareholders through dividends. For growth of less than 3% per annum, no award under this
element would vest. 25% of the award would vest for growth of 3% per annum rising on a straight-
line basis to full vesting for growth of 10% per annum.
Over the three-year performance period ended 31 December 2025, IMI delivered EPS growth of
7.8%. The resultant vesting outcome for this element of the award is 23.1%.
CO
2
intensity reduction
10% of the award was subject to the achievement of the CO
2
intensity reduction measure. This is
defined as the reduction of total CO
2
intensity (Scope 1 & 2) when compared to the 2019 base year
(2.78 tCO
2
e per 1,000 hours worked) as at the end of the vesting period of the award. This aligns to
our announcement in 2021 of halving our total CO
2
intensity (Scope 1 & 2) by 2030. The threshold
target will equate to a total reduction of CO
2
intensity (Scope 1 & 2) of 40% by the end of 2030 (1.67
tCO
2
e per 1,000 hours worked) when compared to the 2019 base year with maximum target
proposed to be equal to a total reduction of 55% by the end of 2030 (1.25 tCO
2
e per 1,000 hours
worked) when compared to the 2019 base year.
No part of the award under this element would vest unless a reduction of 21% was achieved. 25%
would vest for a reduction of 21% and full vesting would occur for a reduction of 36% or better, with
straight-line vesting in between.
Over the three-year performance period ended 31 December 2025, IMI delivered -36. Theresultant
vesting outcome for this element of the award is 10.0%.
Discretion to override formulaic outcomes and to apply malus and clawback
Depending on the circumstances, the Committee may exercise judgement in assessing performance
and determining the level of achievement.
Under the current policy, the Committee has full discretion to override formulaic outcomes and to
reduce the amount of any IIP award, to reduce the number of shares subject to any form of share
award and/or to impose an obligation to make a payment to the Company in the event that:
– The Company misstated financial results
– The Company suffers serious reputational damage
– There was an error or miscalculation in determining the size of the award
– There was gross misconduct by an executive
– Corporate Failure
– The Remuneration Committee has made decisions using erroneous or misleading data; and/or
– In such other circumstances as the Committee sees fit
The Committee has considered the position and determined that for 2025 it is not appropriate for
any reason to exercise the discretion to override the formulaic outcome of the 2023 IIP awards or
recover amounts previously awarded.
Share ownership guidelines
It is a requirement of the Policy that executive directors are subject to guidelines which require them
to build a shareholding in IMI worth at least 250% of salary for Chief Executive and 200% of salary for
the Chief Financial Officer.
The Policy permits the Committee discretion to determine that up to 50% of any annual bonus
earned is deferred into shares until the share ownership guideline is achieved together with 50% of
any vested share awards. Each executive is then required to maintain this share ownership guideline
(subject to allowances for share price fluctuations and changes in base salary thereafter).
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IMI plc Annual Report 2025116
When assessing compliance with this guideline the Committee reviews both the level of beneficial share ownership and vested but unexercised share incentive awards on a post-tax basis.
The Committee has determined that as Roy Twite met his guideline as at 31 December 2025 and Daniel Shook had met his guideline as at the date he stepped down from the Board (and continues to meet
his post-employment guideline) that both shall receive their entire 2025 bonus in cash. Luke Grant is yet to meet the guideline in full, therefore 50% of his bonus was delivered in deferred shares.
Post-employment shareholding guidelines
Our current policy includes post-employment shareholding requirements which require executive directors to hold 100% of their shareholding requirement (or if less, all shares held) for two years following
departure. This is implemented by signed agreement. The Committee will have discretion to allow sale where there are exceptional circumstances.
Share interests granted to executive directors during 2025 (audited)
Grants made under the IIP
Performance share award grants under the IIP were made on 20 March 2025 for Roy Twite and on 19 August 2025 for Luke Grant in the form of nil-cost options. Awards are due to vest on 20 March 2028
and 19 August 2028, subject to the performance metrics described in the 2024 Annual Report: Relative TSR (30%), Adjusted EPS growth (30%), ROIC (30%), and total CO
2
intensity (Scope 1 & 2) reduction
against the 2019 base figure (10%). After vesting, a holding period of two years applies subject to the sale of shares as required to meet tax liabilities arising on vesting.
The performance targets, which consider the Group’s approach to implementing accounting changes under IFRS 16, and vesting scale that apply to the 2025 IIP awards are as follows:
Relative TSR Adjusted EPS ROIC Total CO
2
intensity Level of vesting
Threshold Median 3% 11.5% 2019 base – 30% (1.96 tCO
2
e per 1,000 hours worked) 25%
Maximum Upper quartile 10% 13% 2019 base – 45% (1.54 tCO
2
e per 1,000 hours worked) 100%
Weighting 30% 30% 30% 10%
The following performance share award grants were approved and made in 2025:
IIP shares
awarded
Value on
date of award
1
(£000)
Award as a
percentage
of salary
Roy Twite
1
112,144 2,250 250%
Luke Grant
2
38,412 865 150%
1 The three-day average mid-market price on the date of award was 2,006.33 pence.
2 The three-day average mid-market price on the date of award was 2,252.00 pence.
The IIP is also used to grant deferred bonus awards exercisable after three years to satisfy bonuses delivered in the form of shares. No deferred bonus share awards were granted in 2025.
For share awards granted in 2025 the TSR group included 22 companies to ensure alignment with our peers and comparison to companies with similar products, customers and global spread. The list has
been adjusted to remove Spectris following the delisting of shares on 5 December 2025, in line with the Committee’s guidelines. The 2025 peer group includes the following companies:
Comparator group companies
Aalberts Morgan Advanced Materials SMC
Belimo Holding Parker-Hannifin Smiths Group
Bodycote Renishaw Spirax Sarco
Curtiss-Wright Rockwell Automation SPX Technologies
Eaton Rotork Vesuvius
Emerson Electric Schneider Electric The Weir Group
Flowserve Senior
Halma Siemens
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All-employee share plans
Executive directors are eligible to participate in the all-employee share plans on the same terms as other eligible employees at IMI.
All-Employee Share Ownership Plan IMI Sharesave Scheme
Director
Number of shares
awarded
Value of free share
award
1
(£000)
Number of
options awarded
Value of options²
(£000)
Dividends
(£000)
Total value under
the all-employee
share plans
(£000)
Roy Twite 2025 215 4 – – – 4
2024 200 4 1,109 2 – 6
Daniel Shook 2025 215 4 – – – 4
2024 200 4 – – – 4
Luke Grant 2025 – – – – – –
1 In 2025 free shares were awarded at a share price of 1,670.69 pence (1,795.00 pence in 2024).
2 In 2025 SAYE awards were made at a 10% discount and the value shown is the intrinsic gain at the date of grant, calculated in accordance with the single figure requirements (on page 107).
Chairs and non-executive directors’ single figure table (audited)
The following table summarises the total fixed fees and benefits paid to the Chair and non-executive directors in respect of the financial years ended 31 December 2025 and 31 December 2024.
2025
(£000)
2024
(£000)
Director Base fees Additional fees Taxable benefits
1
Total Base fees Additional fees Taxable benefits
1
Total
Lord Smith of Kelvin – – – – 384 – 8 392
Jamie Pike² 384 – 6 390 – – – –
Isobel Sharp³ – – – – 51 13 4 68
Thomas Thune Andersen
4
79 31 26 136 77 29 14 120
Katie Jackson 79 – 4 83 77 – 5 82
Caroline Dowling
5
28 7 2 37 77 19 11 107
Dr Ajai Puri 79 – 5 84 77 – 5 82
Jackie Callaway
6
79 19 9 107 77 6 8 91
Victoria Hull
7
79 12 7 98 32 – 2 34
Anne Thorburn
8
79 13 10 102 32 2 5 39
1 Taxable benefits includes travel and hotel expenses plus tax costs associated with Board meetings held at IMI HQ.
2 Jamie Pike was appointed Chairman on 1 January 2025.
3 Includes fee for Audit Committee Chair. Isobel Sharp stepped down from the Board on 31 August 2024.
4 Includes fee for Senior Independent Director, non-executive director with responsibility for employee engagement and for ESG matters and Sustainability Committee Chair. Thomas Thune Andersen was appointed as
Sustainability Committee Chair on 2 September 2024 and from this date he no longer received a fee for his responsibilities for ESG matters. He stepped down as Senior Independent Director on 28 October 2024. 2024 fees
represent a pro-rated amount.
5 Includes fee for Remuneration Committee Chair. Caroline Dowling stepped down from the Board on 8 May 2025. 2025 fees represent a pro-rated amount.
6 Jackie Callaway was appointed Audit Committee Chair on 1 September 2024. 2024 fees represent a pro-rated amount.
7 Victoria Hull was appointed to the Board on 1 August 2024. 2024 fees represent a pro-rated amount. Victoria was appointed Remuneration Committee Chair on 8 May 2025. 2025 fees represent a pro-rated amount.
8 Anne Thorburn was appointed to the Board on 1 August 2024 and appointed Senior Independent Director on 29 October 2024. 2024 fees represent a pro-rated amount.
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Directors’ shareholdings and share interests (audited)
The following table summarises the share interests of any director who served during the year as at 31 December 2025 or at the date of leaving the Board.
During the period 31 December 2025 to 5 March 2026 there were no changes in the interests of any current director from those shown save for purchases within the IMI All-Employee Share Ownership
Plan on 13 January 2026 of five shares on behalf of Roy Twite and six shares on behalf of Luke Grant at 2,618.00 pence per share, and 10 February 2026 of six shares on behalf of Roy Twite and five shares
on behalf of Luke Grant at 2,854.00 pence per share.
Scheme interests
Nil-cost options
With performance conditions
Without performance conditions
(deferred bonus share awards)
Director Total interests
Beneficial
interests Unvested
1
Vested but
unexercised Unvested
1
Vested but
unexercised
All-employee
share plans
Roy Twite 842,722 458,149 374,036 – – – 10,537
Daniel Shook 268,926 158,927 105,968 – – – 4,031
Luke Grant 88,704 17,506 51,399 – 18,371 – 1,428
Jamie Pike 4,873 4,873 – – – – –
Thomas Thune Andersen 3,025 3,025 – – – – –
Katie Jackson 2,846 2,846 – – – – –
Caroline Dowling 3,014 3,014 – – – – –
Dr Ajai Puri 4,000 4,000 – – – – –
Jackie Callaway 5,000 5,000 – – – – –
Victoria Hull – – – – – – –
Anne Thorburn 5,000 5,000 – – – – –
1 Vesting dates of share awards are shown in Note 6 on page 158.
Relative importance of spend on pay
The following information is intended to provide additional context regarding the total remuneration for executive directors.
2025
(£m)
2024
(£m)
Change
(£m)
Change
(%)
Dividends 80.6 76.0 4.6 6%
Total employment costs for Group (see Note 5 on page 157) 602.4 597.7 4.7 1%
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IMI plc Annual Report 2025119
Historical performance and remuneration
In addition to considering executive remuneration in the context of internal comparisons,
theCommittee reviews historical outcomes under the variable pay plans.
The graph compares IMI’s TSR to the FTSE 100 over the last ten years. We compare performance
tothe FTSE 100 as IMI is currently a constituent of the index.
TSR measures the returns that a company has provided for its shareholders, reflecting share price
movements and assuming reinvestment of dividends (source: CapIQ), with data averaged over the
final 30 days of each financial year.
As the graph below illustrates, IMI’s absolute and relative TSR performance has been robust over the
last ten years.
2015
Source: S&P Global Capital IQ
IMI
£0
£100
£200
£300
£400
£50
£150
£250
£350
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
FTSE 100
The following table summarises the total remuneration for the Chief Executive Officer over the last
ten years, and the outcomes of short- and long-term incentive plans as a percentage of maximum.
Financial
yearended
31December 2016
1
2017
1
2018
1
2019
2
2020
2
2021
2
2022
2
2023
2
2024
2
2025
2
Total
remuneration
(single figure,
£000) 1,901 2,773 3,047 1,707 2,455 3,978 3,970 4,681 4,644³ 5,070
Annual variable
pay (% of
maximum) 50% 95% 75% 43% 73% 98% 50% 98% 98% 76%
Long-term
variable pay (%
of maximum)
– Performance
Share Plan 3.5% – – – – – – – – –
Long-term
variable pay (%
of maximum)
– IMI Incentive
Plan – 6.6% 29.2% 47.1% 58.8% 75.3% 66.8% 82.6% 69.3% 79.2%
1 Represents remuneration for Mark Selway, who was appointed Chief Executive Officer on 1 January 2014.
2 Represents remuneration for Roy Twite, who was appointed Chief Executive Officer on 9 May 2019.
3 Figure recalculated, see page 107.
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IMI plc Annual Report 2025120
Annual percentage change in remuneration of directors and employees
The Committee actively considers any increases in base pay for the Chief Executive Officer and other directors relative to the broader IMI employee population. Benefits and bonus payments are not
typically comparable given they are driven by a broad range of factors, such as geographical location, local practices, eligibility, individual circumstances and role.
The following table summarises the annual percentage change of each director’s remuneration compared to:
– The annual percentage change of the average remuneration of the Group’s employees, calculated on a full-time equivalent basis
Executive directors Chair Non-executive directors Employees
Roy
Twite
Luke
Grant
Daniel
Shook
Lord Smith
of Kelvin
Jamie
Pike
4
Thomas
Thune
Andersen
5
Katie
Jackson
Isobel
Sharp
6
Caroline
Dowling
7
Dr Ajai
Puri
8
Jackie
Callaway
9
Victoria
Hull
10
Anne
Thorburn
11
Average
pay of UK
HQ
13
employees
2021 Annual Salary/Fees 6.9% – 6.9% -1.9% – 22.4% 7.9% 7.6% 17.5% – – – – 4.4%
Benefits
12
8.7% – 34.3% 200.0% – 400.0% 100.0% 100.0% – – – – – 3.6%
Annual Bonus 35.8% – 36.2% – – – – – – – – – – 68.8%
2022 Annual Salary/Fees 4.0% – 9.0% 22.2% – 13.5% 4.0% 4.0% 20.0% 24.8% – – – 8.3%
Benefits
12
28.0% – 10.6% 133.3% – 100.0% 150.0% 150.0% 100.0% –16.7% – – – 3.9%
Annual Bonus -47.0% – -45.4% – – – – – – – – – – -44.0%
2023 Annual Salary/Fees 4.5% – 4.5% -3.2% – 4.5% 4.5% 4.5% 4.5% 4.5% – – – 6.2%
Benefits
12
-3.1% – -7.7% 42.9% – 110.0% 0.0% 20.0% 133.3% 60.0% – – – 1.5%
Annual Bonus 104.8% – 105.1% – – – – – – – – – – 152.2%
2024 Annual Salary/Fees 4.5% – 9.0% 4.5% – 8.7% 4.5% -30.3% 4.5% 4.5% 126.4% – – 9.9%
Benefits
12
-6.5% – 10.4% -20.0% – -33.3% 0.0% -33.3% –21.4% -37.5% 60.0% – – 1.5%
Annual Bonus 4.5% – 11.5% – – – – – – – – – – 9.5%
2025 Annual Salary/Fees 8.4% – -39.9% – – 4.6% 2.3% – -63.5% 2.3% 18.1% 185.8% 167.0% 14.0%
Benefits
12
13.8% – -35.8% – – 85.7% -20.0% – -81.8% 0.0% 12.5% 250.0% 100.0% 20.4%
Annual Bonus -15.1% – -53.0% – – – – – – – – – 24.7%
1 Luke Grant was appointed as Executive Director on 1 August 2025. Percentage changes will be reported from 2026 onwards.
2 Daniel Shook stepped down as Executive Director on 1 August 2025. 2025 fees represent a pro-rated amount.
3 As a consequence of the Company being near to its Articles of Association limit on payments it may make to directors, the Chair, Lord Smith of Kelvin agreed to a £27,778 underpayment of his £338,500 fee in 2021. The Chair was
repaid in 2022 and the total 2022 fee of £380,000 reflects this repayment. However, the Chair’s total 2022 fees (excluding this repayment) were £352,000, reflecting the 4% applied to the full-year fee, as detailed in the 2021
Annual Report. Shareholder approval was obtained at the 2022 AGM to increase the payment limit within our Articles of Association.
4 Jamie Pike was appointed to the Board on 1 January 2025. Percentage changes will be reported from 2026 onwards.
5 Senior Independent Director fee pro-rated in 2021 following appointment on 1 September 2021. Thomas Thune Andersen was appointed Sustainability Committee Chair on 2 September 2024 and stepped down as Senior
Independent Director on 28 October 2024. 2024 fees represent a pro-rated amount.
6 Isobel Sharp stepped down from the Board on 31 August 2024. 2024 fees represent a pro-rated amount.
7 Chair of the Remuneration Committee fee pro-rated in 2021 following appointment on 1 September 2021. Caroline Dowling stepped from the Board on 8 May 2025. 2025 fees represent a pro-rated amount.
8 Dr Ajai Puri was appointed to the Board on 1 March 2021. 2021 fees represent a pro-rated amount.
9 Jackie Callaway was appointed to the Board on 1 July 2023. 2023 fees represent a pro-rated amount. Appointed Audit Committee Chair on 1 September 2024. 2024 fees represent a pro-rated amount.
10 Victoria Hull was appointed to the Board on 1 August 2024. 2024 fees represent a pro-rated amount. Victoria was appointed Remuneration Committee Chair on 8 May 2025. Fees for 2025 represent a prorated amount.
11 Anne Thorburn was appointed to the Board on 1 August 2024. Appointed Senior Independent Director on 29 October 2024. 2024 fees represent a pro-rated amount.
12 Benefits include travel to Board meetings held at IMI plc Head Office. In 2021, Board meetings were held remotely.
13 All UK head office employees. This comparison excludes our international workforce which we feel would not provide a true comparison given differing local market factors.
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Remuneration continued
Payments to past directors and payments for loss of office
There have been no payments to past directors and no payments for loss of office during the financial year, including in relation to the announced departure of Daniel Shook in August 2025.
The Committee determined that Daniel Shook be granted good leaver status under the incentive schemes in relation to the planned departure, and remained an employee of IMI until 31 December 2025
toassist with transition in a non-director capacity.
The agreed treatment of Daniel’s pay is in line with the agreed Directors’ Remuneration Policy and adheres to the IMI Incentive Plan Rules. The arrangements for Daniel Shook as set out in the 2024
Remuneration Report are as follows:
– Salary, pension and benefits were paid up to 1 August 2025 with no payment in lieu of notice
– 2024 annual bonus was paid as normal and his 2025 annual bonus will be pro-rated and paid at the normal time in March 2026
– Daniel did not receive an IIP award in 2025. His 2023 and 2024 IIP awards vesting in March 2026 and March 2027 respectively, were pro-rated to the end of his employment, and will be eligible to vest
atthenormal time based on normal performance conditions, subject to a two-year holding period
– Any holding periods in relation to other IIP awards currently in place will continue
In line with the Directors’ Remuneration Policy, Daniel will be subject to shareholding requirements following his departure from the Board. This requires that a number of shares equal in value
ondeparture from the Board to 200% of salary are held for two years. As set out in our approved policy, this was implemented by a signed agreement.
Upon departure from the Board in August 2025, Daniel Shook continued to receive a salary of the same amount, as well as benefits in line with our standard benefits programmes for employees
untiltheend of his employment on 31 December 2025. Daniel was not entitled to a bonus for this period.
Pay ratio reporting
The table below sets out the ratio at median, 25th and 75th percentile of the total remuneration received by the Group Chief Executive Officer compared to the total remuneration received by our UK
employees – as well as comparing to base salary only. Total remuneration reflects all remuneration received by an individual in respect of the relevant years, and includes salary, benefits, pension and value
received from incentive plans.
Total remuneration
Financial year Methodology
P25
(lower
quartile)
P50
(median)
P75
(upper
quartile)
2025 Option C 128:1 97:1 66:1
2024 Option C 115:1 98:1 67:1
2023 Option C 128:1 95:1 71:1
2022 Option C 112:1 86:1 50:1
2021 Option C 116:1 95:1 63:1
2020 Option C 85:1 67:1 45:1
2019 Option C 83:1 62:1 45:1
– The 2025 Chief Executive Officer’s single figure is calculated considering the Chief Executive Officer’s remuneration calculation, including base salary, fees, pension, taxable benefits, annual bonus and
shares paid during 2025
– As is permitted by Option C of the regulations, the Gender Pay Gap data for 2025 based on a snapshot in April 2025 was used to identify our three quartile employees, P25, P50 and P75. Having identified
P25, P50 and P75, we chose to review the single figure data for an additional ten employees at each of the quartiles for the full year ended on 31 December 2025
– The remuneration calculation included base salary, allowances, pension, taxable benefits, annual bonus and shares. This method provides a like-for-like comparison with the Chief Executive Officer’s
single figure total for the 2025 calendar year. Gathering data on more than three employees provides a better opportunity to capture all pay and benefits of employees to get a true median value at each
of the three bandings
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IMI plc Annual Report 2025122
– Our principles for pay setting and progression in our wider workforce are the same as for our executives – total reward being sufficiently competitive to attract and retain high-calibre individuals without
over-paying and providing the opportunity for individual development and career progression, to attract and retain great talent. The pay ratios reflect how remuneration arrangements differ as
accountability increases for more senior roles within the organisation, and the ratios reflect the weighting towards long-term value creation and alignment with shareholder interests for the Chief
Executive Officer
– We are satisfied that the median pay ratio reported this year is consistent with our wider pay, reward and progression policies for employees. All IMI employees receive competitive pay and benefits and
have the opportunity for annual pay increases, career progression and development opportunities
– Changes to the ratio in 2025 compared to 2024 are largely attributable to the impact of variable pay. This is also true of the longer-term trend since 2019 which reflects the general increase in variable
compensation aligned to strong business performance during the period. The total pay and benefits and base salary component of the total pay and benefits figures are as follows:
2025
Base salary
(£)
Total pay and
benefits
(£)
Chief Executive Officer remuneration 900,000 5,069,505
25th percentile employee 35,657 39,497
50th percentile employee 47,336 52,410
75th percentile employee 63,453 77,269
Implementation of the Policy for 2026
Our Remuneration Policy was approved by shareholders at the AGM on 8 May 2025 and a full copy can be found on our website, www.imiplc.com/investors. The implementation of the remuneration
policy for 2026 along with a summary of the key terms is as follows:
Summary of Policy Implementation in the year to 31 December 2026
Base salary
Reviewed annually with changes normally effective from January.
The Committee takes into account a range of factors when determining salary levels, including: the
level of increase for the wider workforce, market data for companies of a similar size and complexity,
market data for companies in the same sector, business performance, external economic factors, the
complexity of the role, the incumbent’s experience and performance.
Consistent with prior years, salary increases effective 1 January 2026 considered a range of factors
including the increases for the wider workforce, the financial performance of the Group and
prevailing economic conditions.
Following the review of the above factors, the Committee determined that it is appropriate to award
an increase of 7% to Roy Twite from £900,000 to £963,000 reflecting exceptional performance and
delivery of strategy. An increase of 7% has been awarded to Luke Grant taking his salary from
£576,700 to £617,100, reflecting the impact and growth shown in his role since his appointment.
Full rationale for these increases can be found in the Chair’s statement on page 105.
The average increase awarded to UK employees for the review period was 4.0%.
Pension
A cash allowance in lieu of pension is paid monthly. To the extent required by law, part of this
allowance will be paid into a defined contribution pension arrangement. With the Committee’s
approval the executive directors may redirect all or part of the balance of this allowance into a defined
contribution pension arrangement.
Pension for any newly hired executive to be linked to average workforce levels (currently 11%).
All executive directors receive 11% of salary which is aligned to that of the average employee and that
of the Investment Association guidelines.
Remuneration continued
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IMI plc Annual Report 2025123
Remuneration continued
Summary of Policy Implementation in the year to 31 December 2026
Benefits
The policy provides a normal range of benefits to executive directors. The value of benefits vary year
on year depending on the age and health of the individual, the cost of providing them and the
geography in which the executive is based. However, the range of benefits is not expected to change
from year to year.
In line with the Policy, each executive director receives:
– Car allowance
– Life insurance
– Private health insurance including medical screen as appropriate
– Other ancillary benefits including tax advice
Annual bonus
Based on annual performance relative to set targets.
Drives and rewards performance against annual financial, strategic and operational goals, which
areconsistent with the medium- to long-term strategic goals of IMI. Considers individual behaviours
and contributions.
If the executive has not achieved their share ownership guideline, up to half of any bonus shall
beinvested into IMI shares for at least three years. Once the share ownership guideline is met,
anexecutive can then elect to receive their bonus in cash and/or shares.
Dividends (or equivalent value payments) accrue and are payable in cash or shares when shares
arereleased.
Recovery provisions are included in the plan rules allowing for malus and clawback.
During 2025 the Committee reviewed the appropriateness of continuing with the metrics that applied
to the 2025 annual bonus to ensure alignment with IMI’s strategy.
The Committee determined that the 2026 annual bonus will be contingent on a Profit Before Tax
growth target alongside strategic and personal objectives for each executive director. There will be a
weighting of 80% to financial metrics and 20% to strategic and personal objectives.
Free cash flow will be considered by the Committee when determining annual bonus outcomes.
Thesustainability underpin will continue to be considered to allow the Committee to take into
account any relevant sustainability matter when determining remuneration outcomes.
The Committee will continue to monitor the underlying performance of the business when
determining bonus outcomes. Due to the commercially sensitive nature of the financial targets and
strategic and personal objectives, they will be disclosed retrospectively in next year’s report along
with performance against them.
The maximum bonus opportunity will be set at 200% of salary for Roy Twite and 150% of salary for
Luke Grant.
On-target bonus is set at 50% of maximum bonus opportunity.
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IMI plc Annual Report 2025124
Summary of Policy Implementation in the year to 31 December 2026
Performance shares awarded under the IMI Incentive Plan
Incentivises long-term value creation, aligning the interests of executives and shareholders through
share awards.
Performance metrics support the long-term strategy of IMI and the vehicle and time horizon provides
a retention tool for key executives.
The Committee can make annual share-based awards. Dividends (or equivalent value payments)
accrue and are payable in cash or shares in respect of vested awards.
Any vested performance share awards will be subject to a sale restriction for a period of two years from
the date of vesting, subject to the executive being permitted to sell such number of shares as may be
required to settle tax liabilities as they may arise. In addition, the share ownership guidelines apply.
Recovery provisions are included in the plan rules allowing for malus and clawback.
At the same time as the review of annual bonus metrics, the Committee also reviewed those
attached to IIP awards.
The Committee continues to believe that this will ensure that executives are only rewarded if underlying
earnings are increased over the performance period and shareholder returns outperform peers.
2026 awards will be set at 250% of salary for Roy Twite and 150% of salary for Luke Grant.
The Committee considered whether the performance metrics for IIP awards remain appropriate
before concluding that the existing metrics of TSR, EPS, return on invested capital (‘ROIC’), and CO
2
intensity remain aligned with strategy. Consistent with the previous year, TSR, EPS and ROIC will each
have a 30% weighting, and CO
2
intensity will have a 10% weighting. The Committee determined to
refresh the TSR peer group by removing Spectris following the acquisition by KKR, and replacing with
Oxford Instruments. The adjustment maintains the peer group at 23 companies.
The Committee also reviewed the appropriateness of the current CO
2
intensity metric and
determined that this should be updated from 2026 to change the Scope 1 & 2 emissions target to
reduce emissions revenue intensity by 60% from a 2019 base by 2030. Using revenue intensity
enables consistent measurement across the Group and continues to incentivise leaders to achieve
efficiency/productivity improvements that were not incentivised effectively using the previous hours
worked intensity metric.
The performance targets that will apply to the 2026 IIP awards are as follows:
Relative TSR Adjusted EPS ROIC Total CO
2
intensity
Level of
vesting
Threshold Median 3% 11.5% 2% decrease 25%
Maximum Upper
quartile
10% 13.0% 4% decrease 100%
Weighting 30% 30% 30% 10%
Share ownership guidelines
It is a requirement of the Remuneration Policy that executive directors are subject to guidelines which
require them to build a shareholding in IMI worth at least 250% of salary for the Chief Executive
Officer, and 200% of salary for the Chief Financial Officer (and other executive directors if applicable).
Policy permits the Committee to determine that up to 50% of any annual bonus earned may be
deferred into shares until the share ownership guideline is achieved together with up to 50% of any
vested performance share awards. Each executive is then required to maintain at least this share
ownership guideline level (subject to allowances for share price fluctuations and changes in base
salary thereafter). When assessing compliance with this guideline the Committee reviews both
thelevel of beneficial share ownership and vested but unexercised share incentive awards on a
post-tax basis.
The share ownership guidelines are:
– Chief Executive Officer – 250% of base salary
– Chief Financial Officer – 200% of base salary
Post-employment shareholding guidelines
Our policy (approved by shareholders at the 2024 AGM) includes post-employment shareholding
requirements which require executive directors to hold 100% of their shareholding requirement (or,
ifless, all shares held) for two years following departure. This will be implemented by signed
agreement. The Committee will have discretion to allow sale where there are exceptional reasons.
Remuneration continued
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IMI plc Annual Report 2025125
Remuneration continued
Summary of Policy Implementation in the year to 31 December 2026
Malus and clawback
The provisions enable the Committee to reduce future annual bonus payments, reduce the number
ofshares under any form of share award, and/or require the individual to make a payment to the
Company on terms deemed to be fair and reasonable by the Committee.
The Committee has the power to operate malus and/or clawback provisions in the event that:
– The Company misstated financial results
– The Company suffers serious reputational damage
– Corporate failure
– If there was an error or miscalculation in determining the size of the award
– Gross misconduct by an executive and/or
– The Remuneration Committee has made decisions using erroneous or misleading data
Other policy items For a description of policy items such as:
– Appointments to the Board
– Loss of office (including change of control)
Please refer to the Directors’ Remuneration Policy published in the 2023 Annual Report.
Letters of appointment
The unexpired terms of the non-executive directors’ service contracts can be reviewed in the Board’s Corporate Governance Report on page 85.
Fees for the Chair and non-executive directors
The non-executive directors’ remuneration increased by 4.0% with effect from 1 January 2026 which is aligned to general increase applied to UK employees.
The 2026 fees are as follows:
– Chair: £399,700
– NED base fee: £82,000
– Additional fee for Audit, Sustainability and Remuneration Committee Chairs: £20,500
– Additional fee for Senior Independent Director: £13,600
– Additional fee for non-executive director with designated responsibilities for employee engagement: £12,500
Committee performance review
An internal performance review of the Board and its Committees was carried out in 2025. The review found that the Committee continues to operate effectively and is led by an effective Chair. The
membership of the Committee and number of meetings was considered appropriate for the Company. Further details on the review can be found on page 93 of the Corporate Governance Report.
The Committee approved this report on its work.
Victoria Hull
Chair of the Remuneration Committee for and on behalf of the Board
5 March 2026
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IMI plc Annual Report 2025126
Directors’ Report Statutory and Other Information
The directors present their management report, including the Strategic Report, together with the audited financial statements of IMI plc (the Company) and its subsidiaries (together, the Group), for the year
ended 31 December 2025.
Amendment of Articles
ofAssociation
The Company’s Articles of Association may only be amended by special resolution of the Company at a general meeting of its shareholders.
Annual General Meeting The Annual General Meeting will be held on 12 May 2026. Full details of the resolutions to be proposed to our shareholders, and accompanying explanatory notes,
arecontained in our Notice of Annual General Meeting, a copy of which is published on our website.
Branches The Company does not have any branches outside the UK.
Business relationships A summary of how the Company has engaged with suppliers, customers and other third parties can be found on pages 36 to 39 and 86 to 92. Details of how the directors
have had regard to the need to foster the Company’s business relationships with suppliers, customers and others, and the effect of that regard on the principal decisions
taken by the Company during the financial year, are contained in the Section 172(1) statement on pages 90 to 92. Further information on our payment practices with
suppliers can be found on the government’s reporting portal. Our statement on slavery and human trafficking can be found on our website at www.imiplc.com.
Change of control The Company and its subsidiaries are party to a number of agreements that may allow the counterparties to alter or terminate the arrangements on a change of control
ofthe Company following a takeover bid, such as commercial contracts and employee share plans. Other than as referred to in the next paragraph, none of these are
considered by the Company to be significant in terms of its likely impact on the Group as a whole. In the event of a change of control of the Company, the Group’s main
funding agreements allow the lenders to renegotiate terms or give notice of repayment for all outstanding amounts under the relevant facilities. The Company does not
have agreements with any director or employee that would provide compensation for loss of office or employment specifically resulting from a takeover, although the
provisions of the Company’s share schemes include a discretion to allow awards granted to directors and employees under such schemes to vest in those circumstances.
Corporate governance
statement
The Corporate Governance Report on pages 73 to 131 is hereby incorporated by reference into this Directors’ Report and includes details of our application of the
principlesand reporting against the provisions of the 2024 Corporate Governance Code (2024 Code) and the 2018 Corporate Governance Code in relation to Provision
29only. Acopy of the 2018 and 2024 Codes, as applicable to the Company for the year ended 31 December 2025, can be found at the Financial Reporting Council’s
website: frc.org.uk.
Directors The names and biographies of our directors who served during the financial year ended 31 December 2025 and up to the date of publishing can be found on pages 76 to
79. The rules for the appointment and replacement of directors are set out in the Company’s Articles of Association. Each new appointee to the Board is required to stand
for election at the next Annual General Meeting following their appointment. In addition, the Company’s Articles of Association require each director to stand for re-election
every year. The Directors’ statement of responsibilities can be found on page 131.
Directors’ indemnities
andinsurance
The Company maintains directors’ and officers’ liability insurance and all directors of the Company benefit from qualifying third-party indemnity provisions that were in
place during the financial year. At the date of this Annual Report, there are such indemnity arrangements with each director in respect of the costs of defending civil,
criminal and regulatory proceedings brought against them as a director or employee, subject always to the limitations set by the Companies Act 2006. The Group operates
pension schemes in the UK that provide retirement and death benefits for employees and former employees of the Group. The corporate trustee of the pension schemes is
IMI Pensions Trust Limited, a subsidiary of the Company. Qualifying pension scheme indemnity provisions, as defined in section 235 of the Companies Act 2006, were in
force for the financial year ended 31 December 2025 and remain in force for the benefit of each of the directors of the corporate trustee of the pension schemes. These
indemnity provisions cover, to the extent permitted by law, certain losses or liabilities incurred as a director or officer of the corporate trustee of the pension schemes. The
Group also has in place third-party qualifying indemnity provisions, as defined in section 234 of the Companies Act 2006, in favour of certain employees who discharge
responsibilities for various wholly owned subsidiary companies, and these indemnities are given on a similar basis to the above.
Directors’ Report
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IMI plc Annual Report 2025127
Directors’ Report continued
Directors’ interests Details of the interests in the Company’s shares held by our directors and persons connected with them (including interests under share option and incentive schemes) are
shown in the Directors’ Remuneration Report from page 119 and are hereby incorporated by reference into this Directors’ Report.
Directors’ powers The powers of the directors are determined by UK legislation and the Articles of Association of the Company in force from time to time. The directors were authorised to allot
and issue ordinary shares and to make market purchases of the Company’s ordinary shares by resolutions of the Company passed at its Annual General Meeting held on 8 May
2025. The current authorities will expire at the conclusion of the next Annual General Meeting to be held on 12 May 2026, at which new authorities will be sought. Further
details of authorities the Company is seeking for the allotment, issue and purchase of its ordinary shares will be set out in the separate Notice of Annual General Meeting.
Disclosure of information
tothe auditor
Each director confirms that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware and that each director has taken
all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of
that information.
Dividends The directors recommend a final dividend of 23.2p per ordinary share for the year ended 31 December 2025. Subject to shareholder approval by our shareholders at our Annual
General Meeting on 12 May 2026, the final dividend will be paid on 15 May 2026 to shareholders on the register at the close of business on 7 April 2026. Together with the
interim dividend of 11.0p per ordinary share paid on 22 September 2025, this gives a total dividend for the 2025 financial year of 34.2p per ordinary share. The interim and final
dividends paid in respect of the 2024 financial year were 21.1p per ordinary share and 10.0p per ordinary share, respectively (2024 total dividends paid of 31.1p).
Employee matters Details of how we engage with our workforce, provide them with relevant information and take into account their interests in decision-making can be found on pages 37,
49, 87, 89 and 90. Our approach to investing in and rewarding the workforce is set out on page 51. Our Section 172(1) statement can be found on pages 90 to 92. Details of
the arrangements in place under which employees can raise any matter of concern are set out on pages 46 and 87. We actively encourage colleagues to take an interest in
the financial performance of IMI. We operate an HMRC-approved Savings Related Share Option Scheme which is open to all of the Group’s UK employees, including the
UK-based executive directors. Consistent with executive directors, the leadership group participates in annual bonus plans, with measures linked to corporate, sector and/or
local performance depending on seniority. Every effort is made to ensure that applications for employment from disabled employees are fully and fairly considered and that
disabled employees (including colleagues who may have become disabled during service) have equal opportunities in training, career development and promotion. Further
disclosures relating to employee diversity, employee engagement and related policies are set out on pages 48, 51, 64, 95 and 96. Our Board Inclusion and Diversity policy is
summarised on page 95.
Events occurring after the
reporting period
Our subsequent events are disclosed in Note 28 of the financial statements.
Financial instruments Our risk management objectives and policies in relation to the use of financial instruments can be found in Note 18 of the financial statements.
Going Concern After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the
foreseeable future and for a period of at least twelve months (6 March 2027) following the approval of the Annual Report. Further details can be found on page 72.
Interest capitalised See Note 8 to the financial statements.
Independent advice The Company has an agreed procedure for directors to take independent legal and/or financial advice at the Company’s expense, where they deem it necessary.
Information required by
UKLR6.6.1R
Detail Note reference of financial statements/page number
UKLR 6.6.1R (11) Shareholder waiver of future dividends Page 129
UKLR 6.6.1R (3) Long-term incentive schemes Note 6 on pages 158 to 160
Directors’ waiver of emoluments Page 126, Note 5 (page 157), Note 26 (page 194) and note C2 (page 198)
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025128
Major shareholdings Information provided to the Company pursuant to the Disclosure Guidance and Transparency Rules is published on a regulatory information service and on the Company’s
website. As at 31 December 2025, the following voting interests in the ordinary share capital of the Company, disclosable under the Disclosure Guidance and Transparency
Rules, had been notified to the Company:
Name of shareholder Percentage of issued share capital Direct or indirect nature of holding
Massachusetts Financial Services Company 9.89 Indirect
Ameriprise Financial Inc. 4.99 Indirect
Standard Life Investments (Holdings) Limited 4.97 Indirect
BlackRock, Inc. Below 5% Indirect
Alecta Tjänstepension Ömsesidigt 3.03 Direct
Legal & General Group plc 3.03 Direct
Between 31 December 2025 and 5 March 2026, no changes in the voting interests have been notified to the Company in accordance with the Disclosure Guidance and
Transparency Rules save for a notification received from BlackRock, Inc. on 29 January 2026 that its interest totalled 5.04%.
Political donations No political party contributions or political expenditure were made during the year.
Purchase of own shares The Company was granted authority at the Annual General Meeting held on 8 May 2025 to purchase up to 25,641,826 of its ordinary shares. This authority will expire at the
conclusion of the next Annual General Meeting to be held on 12 May 2026, where shareholders will be asked to give a similar authority, details of which will be given in the
Notice of Annual General Meeting. We purchased 10,188,092 shares of 28 4/7p under this authority during the year of total nominal value £2,910,883.43. The shares were
cancelled following repurchase and the impact on the Company’s capital and reserves is outlined in Note 22 on page 192. A further £500m share buyback programme was
announced on 6 March 2026.
Related party transactions Details of related party transactions are in Note 26 of the financial statements.
Research and development See Note 5 to the financial statements for an indication of the research and development activities of the Group. More information about our investment in Growth Hub
projects can be found on pages 13 to 17.
Section 172 (1) statement This can be found on pages 90 to 92.
Share capital As at 31 December 2025, the Company’s issued share capital was £74,187,107.43, divided into 259,654,876 ordinary shares of 28 4/7p each. Details of the share capital of the
Company are set out in Note 22 to the financial statements. The Company’s ordinary shares are listed on the London Stock Exchange. During the year, 107,972 shares were
issued in respect of options exercised under employee share schemes. Details of these schemes are summarised in Note 6 to the financial statements. Shares acquired by
employees under employee share schemes rank equally with the other shares in issue and have no special rights. As at 31 December 2025, 1,076,946 shares were held in an
employee trust for use in relation to certain executive incentive plans, representing 0.41% of the issued share capital (excluding treasury shares) at that time. The
independent trustee of the trust has the same rights as any other shareholder, other than as specifically restricted in the governing trust deed. The trust has agreed to waive
any right to all dividend payments now and in the future. Participants in option schemes do not hold any voting rights on the shares until the date ofexercise.
Directors’ Report continued
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IMI plc Annual Report 2025129
Share capital continued The rights and obligations attaching to the Company’s ordinary shares are set out in the Company’s Articles of Association, copies of which can be obtained from
Companies House in the UK, from the Company’s website or by writing to the Company Secretary. Changes to the Articles of Association must be approved by a special
resolution of the shareholders (75% majority required), in accordance with the legislation in force at the time.
Subject to applicable statutes, shares may be issued with such rights and restrictions as the Company may by ordinary resolution decide, or (if there is no such resolution
orso far as it does not make specific provision) as the Board may decide.
Holders of ordinary shares are entitled to receive the Company’s report and accounts, to attend, speak and vote at general meetings of the Company, and to appoint proxies
to exercise their rights. Holders of ordinary shares may receive a dividend and, in a liquidation, may share in the assets of the Company. Subject to meeting certain
thresholds, holders of ordinary shares may requisition a general meeting of the Company or propose resolutions at Annual General Meetings.
Voting rights for ordinary shares held in treasury are suspended and the treasury shares carry no rights to receive dividends or other distributions of assets. There are
norestrictions on the transfer of ordinary shares in the Company, other than:
– Certain restrictions as may from time to time be imposed by laws and regulations (for example, insider trading laws, in accordance with the Companies Act 2006,
UKListing Rules or the City Code on Takeover and Mergers)
– Pursuant to the Company’s share dealing code, whereby the directors and certain employees of the Company require approval to deal in the Company’s shares
The Company is not aware of any arrangements between shareholders that may result in restrictions on the transfer of ordinary shares or on voting rights. None of the ordinary
shares carry any special rights with regard to control of the Company. The only restrictions on voting rights are those that apply to the ordinary shares held in treasury.
Electronic and paper proxy appointments and voting instructions must be received by the Company’s registrars not later than 48 hours (excluding any non-working days)
before a general meeting, or (subject to the Company’s Articles of Association) any adjournment thereof.
Strategic Report The Company has chosen to disclose the following information in the Strategic Report on pages 1 to 72:
– The Company’s strategy and likely future developments in the Group’s business (pages 2 to 17)
– Environmental matters, including greenhouse gas emissions (pages 52 to 63)
– The business model (page 5)
– Risk management objectives, policies and the principal risks and uncertainties facing the Group (pages 65 to 70)
Such information is incorporated into this report by reference and is deemed to form part of this Directors’ Report.
Treasury shares As at 31 December 2025, 12,648,836 ordinary shares (nominal value £3,613,953.14) were held in treasury, representing 4.9% of the issued share capital at that time.
Approved by the Board and signed on its behalf by:
Louise Waldek
Company Secretary
5 March 2026
IMI plc is registered in England No. 714275
Directors’ Report continued
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IMI plc Annual Report 2025130
The directors are responsible for preparing the Annual Report, which includes the Directors’ Report,
the Strategic Report, Remuneration Report and Corporate Governance Statement, and the Group
and parent company financial statements in accordance with applicable law andregulations.
Company law requires the directors to prepare financial statements for each financial year. Under
that law the directors are required toprepare the Group financial statements in accordance with
United Kingdom adopted international accounting standards. The financial statements also comply
with International Financial Reporting Standards (IFRSs) as issued by the IASB. The directors have
chosen to prepare the parent company financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law),
including FRS 101 “Reduced Disclosure Framework”. Under company law the directors must not
approve the financial statements unless they are satisfied that they present fairly the financial
position, financial performance and cash flows for that period. In preparing those financial
statements, the directors are required to:
– select suitable accounting policies and then apply them consistently;
– make judgements and estimates that are reasonable;
– present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandableinformation;
– state whether applicable UK Accounting Standards have been followed, subject to any material
departures disclosed and explained inthe financial statements; and
– state for the parent company financial statements whether applicable International Accounting
Standards in conformity with the requirements of the Companies Act 2006 as applied in
accordance with section 408 of the Companies Act 2006.
The directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the Company’s transactions and disclose with reasonable accuracy at any time the
financial position of the Group and the parent company and enable them to ensure that the Group
and parent company financial statements comply with the Companies Act 2006 and International
Financial Reporting Standards as issued by the IASB. They are also responsible for safeguarding
theassets of the Group and the parent company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial
information included on the Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors’ responsibility statement under the Disclosure and Transparency Rules
We confirm that to the best of ourknowledge:
– the Group and parent company financial statements in this Annual Report, which have been
prepared in accordance with applicable UK law and with the applicable set of accounting
standards, give a true and fair view of the assets, liabilities, financial position and profit of the
Group;and
– the Annual Report (which includes the Directors’ Report and the Strategic Report) includes a fair
review of the development and performance of the business and the position of the Company and
the Group taken as a whole, together with a description of the principal risks and uncertainties
that they face.
The directors are responsible for preparing the Annual Report in accordance with applicable laws
and regulations. Having taken advice from the Audit Committee, the Board considers the report
andaccounts, taken as a whole, are fair, balanced, understandable and provide the information
necessary for shareholders to assess the Group’s performance, business model and strategy.
By order of the Board
Roy Twite
Chief Executive Officer
5 March 2026
Luke Grant
Chief Financial Officer
5 March 2026
Statement of directors’ responsibilities in respect of the Annual Report and the financial statements
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025131
Report on the audit of the financial statements
1. Opinion
In our opinion:
– the financial statements of IMI plc (the ‘parent company’) and its subsidiaries (the ‘Group’) give
a true and fair view of the state of the Group’s and of the parent company’s affairs as at
31 December 2025 and of the Group’s profit for the year then ended;
– the Group financial statements have been properly prepared in accordance with United
Kingdom adopted international accounting standards;
– the parent company financial statements have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting Practice, including Financial Reporting
Standard 101 “Reduced Disclosure Framework”; and
– the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements which comprise:
– the consolidated income statement;
– the consolidated statement of comprehensive income;
– the consolidated and parent company balance sheets;
– the consolidated and parent company statements of changes in equity;
– the consolidated statement of cash flows;
– the related notes 1 to 28 for the consolidated financial statements; and
– the related notes C1 to C12 for the parent company financial statements.
The financial reporting framework that has been applied in the preparation of the Group financial
statements is applicable law and United Kingdom adopted international accounting standards. The
financial reporting framework that has been applied in the preparation of the parent company
financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101
“Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the auditor’s
responsibilities for the audit of the financial statements section of our report.
We are independent of the Group and the parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the
Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in accordance with these requirements. The
non-audit services provided to the Group and parent company for the year are disclosed in Note 5
to the financial statements. We confirm that we have not provided any non-audit services prohibited
by the FRC’s Ethical Standard to the Group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
3. Summary of our audit approach
Key audit matters The key audit matters that we identified in the current year were:
– overstatement of revenue through inappropriate cut-off in the Process
Automation sector; and
– inventory valuation.
The key audit matters have remained at a similar risk level to that of the
prior year.
Materiality The materiality that we used for the Group financial statements was
£21.1 million (FY24: £19.7 million) which was determined on the basis of
profit before tax from continuing operations (FY24: profit before tax
adjusted for restructuring costs).
Scoping We have identified 50 (FY24: 51) reporting components resulting in 72%
(FY24: 70%) of Group revenue and 70% (FY24: 71%) of the absolute value
of the Group’s total profit or loss before tax subject to audit procedures.
Certain components are loss-making, including those which are solely
cost centres.
Independent Auditor’s Report to the members of IMI plc
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IMI plc Annual Report 2025132
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s and parent company’s ability to continue
to adopt the going concern basis of accounting included:
– obtaining an understanding of the Group’s financing facilities including the nature of facilities,
repayment terms, covenants and expected renewal of financing arrangements;
– assessment of the assumptions used in the Board approved forecasts by reference to historical
performance, the impact of macroeconomic uncertainty, and other supporting evidence such as
market data;
– recalculating the amount of headroom in the forecasts (in liquidity terms and against the relevant
covenant limits);
– assessing the appropriateness of the sensitivity analysis and reverse stress tests performed by
management; and
– assessing the appropriateness of the disclosures made in the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the Group’s and
parent company’s ability to continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we
have nothing material to add or draw attention to in relation to the directors’ statement in the
financial statements about whether the directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) that we identified. These matters included
those which had the greatest effect on: the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
5.1. Overstatement of revenue through inappropriate cut-off in the Process Automation sector
Key audit matter
description
The Group recognised revenue of £2,304 million (FY24: £2,210 million)
principally through the provision of goods and services accounted for
under IFRS 15, as described in the Audit Committee Report and Note 2 to
the financial statements.
We have performed a risk assessment of the Group’s revenue streams to
understand the revenue cycles across each business. We identified a key
audit matter in relation to the risk, due to the potential risk of fraud or
error, of inappropriate cut-off of revenue in the Process Automation
sector (see Note 4) owing to the fact that more revenue is generated in
December as compared to other months in the year.
How the scope of our
audit responded to the
key audit matter
We have performed the following procedures to address this key audit
matter for in-scope locations within the Process Automation sector:
– obtained an understanding of and tested relevant controls over
revenue that specifically address the cut-off risk;
– obtained an understanding from local and sector management as to
the key drivers for revenue spike in December;
– assessed the level of credit notes or adjustments raised post year-end
(both in FY25 and FY26 to date) to identify significant reversals of
revenue in the subsequent period; and
– tested a sample of shipments around the year end, inspected
supporting documentation to identify if the transactions were
recorded in the correct financial year.
Key observations
Based on our procedures performed, we consider the year-end cut-off
of revenue recognised in the Process Automation sector to be
appropriate.
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5.2. Inventory valuation
Key audit matter
description
The Group’s inventory balance as at 31 December 2025 was £396.5 million (FY24: £447.8 million). As described in the Sector Reviews on page 23 the Group has decreased
inventories reflecting streamlined inventory management and improving efficiency across the supply chain. Inventory valuation is considered a significant accounting matter by
the Audit Committee, as outlined on page 99.
There is a level of estimation and judgement associated with the Group’s excess & obsolete (E&O) inventory provision and overhead absorption. We have identified a key audit
matter in relation to inventory valuation, including: consideration of the provision for E&O inventory; and judgements relating to the manufacturing costs of inventory and
overhead absorption.
As disclosed in Note 15, the provision for E&O inventory as at 31 December 2025 was £62.5 million (FY24: £60.8 million). The Group’s provision policy for E&O inventory is
determined by considering expected usage levels of inventory, based on historical sales, as well as forward looking judgements such as forecast sales associated with the order
book and with new products. Where local management judgement is applied beyond these factors, Group level review and approval is required.
Judgement is applied to the cost of inventories in order to reflect accurately the manufacturing costs incurred in bringing inventories to their current condition and location. The
manufacturing cost primarily relates to the assessment of direct labour costs incurred, manufacturing overheads to be absorbed and other relevant production costs. Judgement
is also made in relation to inventory turn and the level of costs which are directly attributable to manufacturing.
How the scope of our
audit responded to the
key audit matter
We have performed the following procedures to address this key audit matter for in-scope locations across the Group:
– obtained an understanding of the relevant controls relating to the E&O provision;
– assessed whether the assumptions underpinning the judgements applied in determining the E&O provision are aligned to the Group’s policy, and assessed whether the policy
is being applied consistently across the Group;
– assessed the key assumptions concerning overhead absorption, including those related to bills of materials and standard costing;
– assessed whether costs directly related to manufacturing have been under or over absorbed in the period;
– assessed the assumptions concerning normal levels of production and inventory turns; and
– attended physical inventory counts at 23 (FY24: 23) locations to test, on a sample basis, the existence and completeness of inventory and assess for any indicators of impairment.
Key observations
Based on our procedures performed, we are satisfied that the carrying value of inventory as at 31 December 2025 is appropriate.
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6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it
probable that the economic decisions of a reasonably knowledgeable person would be changed or
influenced. We use materiality both in planning the scope of our audit work and in evaluating the
results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a
whole as follows:
Group financial statements Parent company financial statements
Materiality
£21.1 million (FY24: £19.7 million) £11.6 million (FY24: £10.2 million)
Basis for determining
materiality
5.0% of profit before tax from
continuing operations (FY24: 5.1%
of profit before tax adjusted for
restructuring costs).
In FY25, restructuring programmes
are substantially complete and
hence there are no restructuring
costs to exclude from our
materiality benchmark.
2.1% of net assets (FY24: 1.8% of
netassets)
Rationale for the
benchmarkapplied
Profit before tax is a key metric for
users of the financial statements and
reflects the way business
performance is reported and
assessed by external users of the
financial statements.
The parent company is a holding
company for the Group and pays
external dividends to shareholders,
therefore we have determined net
assets to be the appropriate basis.
Profit before tax
Group materiality
Group materiality £21.1m
Component materiality range
£4.0m to £13.2m
Audit Committee reporting
threshold £1.0m
£418.5m
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in
aggregate, uncorrected and undetected misstatements exceed the materiality for the financial
statements as a whole.
Group financial statements Parent company financial statements
Performance materiality
70% (FY24: 70%) of
Groupmateriality
70% (FY24: 70%) of parent
companymateriality
Basis and rationale
fordetermining
performance materiality
In determining performance materiality, we considered the
followingfactors:
– our risk assessment, including our assessment of the Group’s overall
control environment;
– the level of oversight at both a Group and platform level over the local
entity financial reporting processes;
– the experience of key management personnel in senior roles at Group,
platform and sector levels; and
– the low level of corrected and uncorrected misstatements identified in
the prior year audit.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in
excess of £1.0 million (FY24: £0.5 million), as well as differences below that threshold that, in our
view, warranted reporting on qualitative grounds.
7. An overview of the scope of our audit
7.1. Use of audit technology
We embed technology throughout our audit to improve quality and effectiveness, including in the
areas of planning and scoping, project management, risks and controls assessment, substantive testing
and reporting insights to management and the Audit Committee.
We have utilised data analytics on certain in scope components providing a more detailed
understanding of the flow of transactions, enabling us to focus our risk assessment and design
targeted audit testing procedures.
7.2. Audit procedures undertaken at the Group level and on the Parent company
We have performed audit work on the Group and Parent company financial statements, including
but not limited to: the consolidation of the Group’s results, the preparation of the financial
statements, certain disclosures within the Directors’ Remuneration report, litigation provisions and
exposures, and entity level and oversight controls relevant to financial reporting. The component
account balances not covered by our audit scope were subject to analytical procedures confirming
that there were no significant risks of material misstatement in the aggregated financial information.
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7.3. Audit work executed at component level
The Group operates in over 50 locations across the world. The Group is structured into two
platforms, focused on five major market sectors: Process Automation, Industrial Automation, Life
Science and Fluid Control, Transport, and Climate Control. These five sectors comprise of many
individual reporting components which represent the lowest level at which management prepares
financial information that is included in the financial statements. The parent company is located in
the UK and is audited directly by the Group audit team.
Our Group audit was scoped by developing an appropriate audit plan for each significant account.
We assessed the qualitative and quantitative characteristics of each financial statement line item and
considered the relative contribution of each component to these line items in determining which
components would be subject to audit procedures. We have also considered the presence of
individual financial transactions of a significant nature, the geographical spread of the Group and
any risks presented within each region. We have further considered the qualitative considerations
such as results of recent internal audit reviews undertaken by the Group Assurance function, prior
year issues or errors and an understanding of any recent or projected restructuring or relocation
activities in specific locations.
We have scoped in 50 (FY24: 51) components for procedures on one or more classes of
transactions, account balances or disclosures that together represent 72% (FY24: 70%) of Group
revenue and 70% (FY24: 71%) of the absolute value of the Group’s total profit or loss before tax.
Theextent of our involvement has been detailed per section 7.6 adjacent.
The component performance materiality used by the respective audit teams ranged between £4.0m
to £13.2m (FY24: £2.1m to £12.3m).
At a Group level, further substantive audit work was performed over the consolidation, and analytical
review procedures were performed over all components not in scope.
.
A
B
A
B
Revenue
Pre-tax
absolute
results
A – Subject to audit procedures
72%
B – Review at Group level
28%
A – Subject to audit procedures
70%
B – Review at Group level
30%
7.4. Our consideration of the control environment
The Group uses a number of different IT systems across the reporting components, and we worked
with our IT specialists to obtain an understanding of the general IT controls for relevant systems.
Following this, we focused our testing on the five core financial IT systems that underpin the five
sectors and which the majority of entities either utilise or plan to migrate to in the future.
Given the disaggregated nature of the Group, we continue to adopt a largely substantive audit approach.
In the current year our controls approach was principally designed to obtain an understanding of the
relevant controls in key financial reporting process cycles to inform our risk assessment and allow us
to test certain relevant revenue controls. As noted on page 66 the Board takes overall responsibility
for ensuring the Group’s risk management and internal control frameworks.
7.5. Our consideration of climate-related risks
In planning our audit, we have considered the potential impact of climate change on the Group’s
business and its financial statements.
As noted on page 68 the Group has assessed the risk and opportunities relevant to climate change
and whilst the Group has not identified a separate principal risk in relation to the potential risk of
climate change, it is incorporated into several existing principal risks.
We have obtained management’s climate-related risk assessment and held discussions with those
charged with governance to understand the process of identifying climate-related risks, the
determination of mitigating actions and the impact on the Group’s financial statements. The
Directors have considered the impact of climate change, particularly in the context of the risks
identified in the TCFD disclosures on pages 62 to 63 and have not identified there to be a material
impact on the financial reporting judgements and estimates as noted on page 147.
We performed our own qualitative risk assessment of the potential impact of climate change on the
Group’s account balances and classes of transactions and did not identify any additional risks of
material misstatement. Our procedures included reading disclosures included in the Strategic Report
to consider whether they are materially consistent with the financial statements and our knowledge
obtained in the audit.
7.6. Working with other auditors
The extent of our involvement, which commenced from the planning phase, included:
– setting the scope of the work to be performed by the component auditors and assessment of their
independence;
– designing the audit procedures for areas of significant and higher risks to be addressed by the
component auditors and issuing Group audit instructions detailing the nature and form of the
reporting required by the Group engagement team;
– partner-led discussion and hosting webinars for all component auditors at the planning and
interim stages of the audit to highlight key aspects of the audit instructions and expectations of
the Group audit team;
– providing direction on instructions specific to individual components throughout the year, as well
as in-person visits by senior members of the Group audit team to 5 sites (FY24: 7) during the year;
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– providing direction on enquiries made by the component auditors through online
communications and telephone conversations;
– attending audit planning and closing calls at components selected through a risk-based approach;
and
– adopting a risk-based approach to the review of specific component auditors’ engagement files by
senior members of the Group engagement team.
8. Other information
The other information comprises the information included in the annual report, other than the
financial statements and our auditor’s report thereon. The directors are responsible for the other
information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements, or our knowledge obtained in
the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view,
and for such internal control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the
parent company’s ability to continue as a going concern, disclosing as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the Group or the parent company or to cease operations, or have no realistic alternative but
to do so.
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on
theFRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
11. Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
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11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, we considered the following:
– the nature of the industry and sector, control environment and business performance including
the design of the Group’s remuneration policies, key drivers for directors’ remuneration, bonus
levels and performance targets;
– results of our enquiries of management, the directors, Group assurance and the audit committee
about their own identification and assessment of the risks of irregularities, including those that are
specific to the Group’s sector;
– any matters we identified having obtained and reviewed the Group’s documentation of their
policies and procedures relating to:
- identifying, evaluating and complying with laws and regulations and whether they were aware
of any instances of non-compliance, including the implications of the cyber incident as
disclosed in note 3;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and
regulations;
– the matters discussed among the audit engagement team including component audit teams and
relevant internal specialists, including tax, valuations, pensions and IT specialists regarding how
and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within
the organisation for fraud and identified the greatest potential for fraud in the following areas:
overstatement of revenue through inappropriate cut-off in the Process Automation sector. In
common with all audits under ISAs (UK), we are also required to perform specific procedures to
respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group operates
in, focusing on provisions of those laws and regulations that had a direct effect on the determination
of material amounts and disclosures in the financial statements. The key laws and regulations we
considered in this context included the UK Companies Act, Listing Rules, pensions legislation and tax
legislation in all relevant jurisdictions where the Group operates.
In addition, we considered provisions of other laws and regulations that do not have a direct effect
on the financial statements but compliance with which may be fundamental to the Group’s ability to
operate or to avoid a material penalty.
11.2. Audit response to risks identified
As a result of performing the above, we identified overstatement of revenue through inappropriate
cut-off in the Process Automation sector as a key audit matter related to the potential risk of fraud.
The key audit matters section of our report explains the matter in more detail and also describes the
specific procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
– reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with provisions of relevant laws and regulations described as having a direct effect on
the financial statements;
– enquiring of management, the audit committee and in-house legal counsel concerning actual and
potential litigation and claims;
– enquiring of management and external forensic and legal adviser to assess any potential impact of
the cyber incident;
– performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud;
– reading minutes of meetings of those charged with governance, reviewing internal audit and
whistleblowing reports; and
– in addressing the risk of fraud through management override of controls, testing the appropriateness of
journal entries and other adjustments; assessing whether the judgements made in making accounting
estimates are indicative of a potential bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members including internal specialists and component audit teams, and remained
alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the Strategic Report and the Directors’ Report for the financial year
for which the financial statements are prepared is consistent with the financial statements; and
– the Strategic Report and the Directors’ Report have been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the Group and the parent company and their
environment obtained in the course of the audit, we have not identified any material
misstatements in the Strategic Report or the Directors’ Report.
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13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement relating to the Group’s
compliance with the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is materially consistent with the
financial statements and our knowledge obtained during the audit:
– the directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 72;
– the directors’ explanation as to its assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 71;
– the directors’ statement on fair, balanced and understandable set out on page 131;
– the board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on page 66;
– the section of the annual report that describes the review of effectiveness of risk
management and internal control systems set out on page 66; and
– the section describing the work of the audit committee set out on page 101.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
– we have not received all the information and explanations we require for our audit; or
– 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
– the parent company financial statements are not in agreement with the accounting records
andreturns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of
directors’ remuneration have not been made or the part of the directors’ remuneration report to be
audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the audit committee, we were appointed by the Board of
Directors at the Annual General Meeting on 8 May 2025 to audit the financial statements for the year
ended 31 December 2025 and subsequent financial periods. The period of total uninterrupted
engagement including previous renewals and reappointments of the firm is five years, covering the
years ended 31 December 2021 to 31 December 2025.
15.2. Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the audit committee we are required to
provide in accordance with ISAs (UK).
16. Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to
the company’s members those matters we are required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule
DTR 4.1.15R – DTR 4.1.18R, these financial statements form part of the Electronic Format Annual
Financial Report filed on the National Storage Mechanism of the FCA in accordance with DTR
4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over whether the Electronic
Format Annual Financial Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
Dean Cook MA FCA
(Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
5 March 2026
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Consolidated income statement
For the year ended 31 December 2025
2025
2024
Adjusting Adjusting
itemsitems
Adjusted(Note 3)StatutoryAdjusted(Note 3)Statutory
Notes£m£m£m£m£m£m
Revenue
4
2,304
2,304
2,210
2,210
Cost of sales
(1,210. 6)
(1,210.6)
(1,165. 4)
(1,165. 4)
Gross profit
1,093. 4
1,093. 4
1,044. 6
1,044. 6
Net operating costs
5
(633.3)
(37 .7)
(671.0)
(609.1)
(79 .3)
(688. 4)
Operating profit
460.1
(37 .7)
422. 4
435.5
(79.3)
356.2
Financial income
8
12.3
12.3
9.7
9.7
Financial expense
8
(28.1)
(28.1)
(24 .5)
(24 .5)
Gains/(losses) on instruments measured at fair value throughprofit or loss
13.8
1 3.8
(9 .1)
(9 .1)
Net financial expense relating to defined benefitpension schemes
14
(1.9)
(1.9)
(1.9)
(1.9)
Net financial (expense)/income
(17 .7)
1 3.8
(3.9)
(16. 7)
(9.1)
(25.8)
Profit before tax
442. 4
(23.9)
418.5
4 18.8
(88. 4)
330. 4
Taxation
9
(112. 4)
3.8
(108.6)
(101.8)
1 9. 9
(81.9)
Profit after tax
33 0.0
(20.1)
309.9
317 .0
(68.5)
248.5
Earnings per share
Basic – from profit for the year
7
124 .3p
96.0p
Diluted – from profit for the year
7
123 .8p
95. 6p
All activities relate to continuing operations and are all attributable to the owners of the Company.
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IMI plc Annual Report 2025140
Consolidated statement of comprehensive income
For the year ended 31 December 2025
2024
Re-presented*
2025(Note 1)
Notes
£m
£m
£m
£m
Profit for the year
309. 9
248.5
Items that will not subsequently be reclassified to profit and loss
Remeasurement gain/(loss) on defined benefit pension plans
14
7. 7
(1.5)
Related taxation (charge)/credit on items that will not subsequently be reclassified to profit and loss
9
(1.2)
0.2
Effect of taxation rate change on previously recognised items
(0.7)
5.8
(1.3)
Items that may be reclassified to profit and loss
(Loss)/gain arising on hedging instruments designated in hedges of the net assets in foreign operations*
17
(18.4)
31.7
Loss on exchange differences on translation of foreign operations*
(2.8)
(58.5)
Exchange differences reclassified to income statement ondisposal ofoperations
(0.3)
Related tax charge on items that may subsequently be reclassified toprofit and loss
9
(1.2)
(2.9)
(22. 4)
(30. 0)
Other comprehensive loss for the year, net of taxation
(16.6)
(31.3)
Total comprehensive income for the year, net of taxation
293.3
217 .2
Attributable to:
Equity holders of the parent
293.3
217 .2
* ‘(Loss)/gain arising on hedging instruments designated in hedges of the net assets in foreign operation’ and ‘Loss on exchange differences on translation of foreign operations’ have been re-presented in
the prior year comparators to reclassify and correct the accounting treatment in respect of net investment hedges. Refer to Note 1 for further details.
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IMI plc Annual Report 2025141
Consolidated statement of changes in equity
For the year ended 31 December 2025
Share Capital
Share premium redemption Translation Retained
capitalaccount reservereserveearningsTotal
Notes£m£m£m£m£m£m
As at 1 January 2024
78 .6
1 7. 0
177 .6
11.0
746.0
1,030 .2
Profit for the year
248 .5
248.5
Other comprehensive expense excluding related taxation effect
(27 .1)
(1.5)
(28. 6)
Related taxation effect
9
(2.9)
0. 2
(2.7)
Total comprehensive (expense)/income
(30. 0)
247 .2
217 .2
Issue of share capital
22
0.1
1.3
1 .4
Dividends paid
10
(76.0)
(76.0)
Share-based payments (net of tax)
6
1 0.7
10. 7
Cancellation of Treasury shares
(1.6)
1.6
Proceeds from employee share scheme trust
2.0
2 .0
Share buyback programme
(100. 4)
(100 . 4)
As at 31 December 2024
77 .1
18.3
179 .2
(19. 0)
829 .5
1,085.1
Changes in equity in 2025
Profit for the year
309. 9
309 .9
Other comprehensive (expense)/income excluding related taxation effect
(21.2)
7. 7
(13.5)
Related taxation effect
9
(1.2)
(1.9)
(3.1)
Total comprehensive (expense)/income
(22. 4)
315 .7
293.3
Issue of share capital
22
–
1.3
1.3
Dividends paid
10
(80. 6)
(80. 6)
Share-based payments (net of tax)
6
11. 4
11.4
Cancellation of Treasury shares
(2.9)
2.9
Share buyback programme
(201. 4)
(201. 4)
As at 31 December 2025
74.2
1 9. 6
182.1
(41. 4)
874. 6
1,109 .1
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IMI plc Annual Report 2025142
Consolidated balance sheet
At 31 December 2025
20252024
Notes£m£m
Assets
Goodwill
11
650.8
670.9
Other intangible assets
11
221.3
254. 0
Property, plant and equipment
12
326. 4
301.2
Right-of-use assets
13
79 .1
8 7. 6
Employee benefit assets
14
7 .1
1.1
Deferred tax assets
9
31. 0
24.2
Other receivables
1.7
2.1
Total non-current assets
1,317 . 4
1,341.1
Inventories
15
396.5
447 .8
Trade and other receivables
16
562.3
540.2
Derivative financial assets
17
12.1
6.9
Current tax
13.9
4. 5
Investments
17
2.5
2.2
Cash and cash equivalents
19
112. 4
1 4 7.8
1,099 .7
1,1 49 . 4
Assets classified as held for sale
27
6 3.0
Total current assets
1,162.7
1,149. 4
Total assets
2, 480.1
2, 490.5
20252024
Notes£m£m
Liabilities
Trade and other payables
21
(469 .3)
(495 .9)
Bank overdraft
19
(43.5)
(91.0)
Interest-bearing loans and borrowings
19
(92.6)
(12 4.0)
Lease liabilities
13
(23.8)
(23.2)
Provisions
20
(22.1)
(34 .7)
Current tax
(77 .0)
(61.8)
Derivative financial liabilities
17
(5.1)
(13.3)
(733. 4)
(843. 9)
Liabilities directly associated with assets classified as held for sale
27
(44.1)
Total current liabilities
(777 .5)
(843.9)
Interest-bearing loans and borrowings
19
(429.5)
(391. 4)
Lease liabilities
13
(54.3)
(65.9)
Employee benefit obligations
14
(44. 4)
(48.5)
Provisions
20
(7 .8)
(8 .5)
Deferred tax liabilities
9
(40. 9)
(33. 7)
Other payables
21
(16.6)
(13.5)
Total non-current liabilities
(593.5)
(561.5)
Total liabilities
(1,371.0)
(1,405 . 4)
Net assets
1,109.1
1,085.1
Share capital
22
74.2
77 .1
Share premium
19. 6
18.3
Other reserves
140.7
160.2
Retained earnings
874.6
829.5
Total equity
1,109.1
1,085.1
Approved by the Board of Directors on 5 March 2026 and signed on its behalf by:
Jamie Pike
Chair
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IMI plc Annual Report 2025143
Consolidated statement of cash flows
For the year ended 31 December 2025
20252024
Notes£m£m
Cash flows from operating activities
Operating profit for the year
422. 4
356.2
Adjustments for:
Depreciation and amortisation
11, 12, 13
113. 4
119. 0
Impairment of property, plant and equipment and
intangibleassets
11, 12, 13
1.6
2 .4
Profit on disposal of subsidiaries
24
(6.3)
(Profit)/loss on sale of property, plant and equipment
12
(24 .9)
1 .7
Equity-settled share-based payment expense
6
1 0.9
10. 8
Decrease/(increase) in inventories
15
31. 4
(24 .1)
Decrease in trade and other receivables
16
(26.3)
(40.5)
(Decrease)/increase in trade and other payables
21
(2.6)
43.1
(Decrease)/increase in provisions
20
(13.5)
2.7
Increase in employee benefits
14
1 .7
1 .6
Additional pension scheme funding
14
(4 .0)
Settlement of transactional derivatives
17
4.9
2 .9
Cash generated from operations
515.0
469.5
Income taxes paid
9
(99.7)
(97 .9)
Cash generated from operations after tax
415.3
371.6
Cash flows from investing activities
Interest received
8
12.3
9.7
UK pension loan*
(8.0)
Proceeds from sale of property, plant and equipment
12
32.7
15.6
Settlement of effective net investment hedge derivatives
17
(7 .5)
11.7
Acquisitions of subsidiaries net of cash
23
(17 .7)
Acquisition of property, plant and equipment and
non-acquired intangibles
11, 12
(98.6)
(91.5)
Purchase of investments
26
(0 . 4)
(1.0)
Proceeds from disposal of subsidiaries net of cash
24
15.2
Net cash from investing activities
(69.5)
(58. 0)
* UK pension loan related to a loan made to the IMI 2014 Deferred Fund during 2025, the closed UK defined
benefit pension scheme. The loan was repaid in full in January 2026, with the buy-out of the scheme
completed in February 2026.
20252024
Notes£m£m
Cash flows from financing activities
Interest paid
8
(28.1)
(24.5)
Adjustments for employee share scheme trust
22
2 .0
Proceeds from the issue of share capital for employee
shareschemes
22
1.3
1.3
Share buyback
(201. 4)
(100 . 4)
Drawdown of borrowings
19
130.2
Repayment of borrowings
19
(130.3)
(50.0)
Principal elements of lease payments
13
(27 .8)
(28. 6)
Dividends paid to equity shareholders
10
(80.6)
(76.0)
Net cash from financing activities
(336.7)
(276.2)
Net increase in cash and cash equivalents
19
9.1
3 7.4
Cash and cash equivalents at the start of the year
19
56.8
40.2
Effect of exchange rate fluctuations
6.5
(20 .8)
Cash and cash equivalents at the end of the year
72. 4
5 6.8
Reconciliation of cash and cash equivalents
Cash and cash equivalents
115. 9
1 4 7. 8
Bank overdraft
(43.5)
(91.0)
Cash and cash equivalents at the end of the year
72. 4
5 6.8
Notes to the cash flow appear in Note 19.
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IMI plc Annual Report 2025144
Notes to the consolidated financial statements
1. Basis of preparation
Introduction
IMI plc (the Company) is a company incorporated and domiciled in the United Kingdom.
The consolidated financial statements of the Company comprise the Company and its subsidiaries
(together referred to as the Group). The Company financial statements present information about
the Company as a separate entity and not about the Group. The consolidated financial statements
have been prepared in accordance with International Financial Reporting Standards (IFRS), as
adopted by the UK. The Company financial statements have been prepared in accordance with
International Accounting Standards (IAS) in conformity with the requirements of the Companies
Act 2006 as applied in accordance with section 408 of the Companies Act 2006 and these are
presented on pages 195 to 199. The financial statements were approved by the Board of Directors
on 5 March 2026.
Basis of accounting
The financial statements are presented in Pounds Sterling (which is the Company’s functional
currency), rounded to the nearest hundred thousand, except revenues, which are rounded to the
nearest whole million. They are prepared on the historical cost basis except for: derivative financial
instruments; financial assets classified as fair value through profit and loss or other comprehensive
income; assets and liabilities acquired through business combinations, which are stated at fair value
and retirement benefits. Non‑current assets and liabilities held for sale are stated at the lower of
their carrying amounts and their fair values less costs to sell.
The accounting policies described in the notes to the financial statements have been applied
consistently throughout the Group for the purposes of these consolidated financial statements.
i. New or amended UK Endorsed Accounting Standards adopted by the Group during 2025
Noted below are the amended and new International Financial Reporting Standards, which
became effective for the Group as of 1 January 2025, none of which have a material impact
on the financial statements:
– Amendments to IAS 21 – Lack of Exchangeability
ii. New and revised accounting standards in issue but not yet effective
New and revised accounting standards that are in issue but not yet effective are listed below:
– IFRS 18 – Presentation and Disclosures in Financial Statements
– IFRS 19 – Subsidiaries without Public Accountability: Disclosures
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which will
replace IAS 1 Presentation of Financial Statements for reporting periods beginning on or after
1 January 2027. IFRS 18 introduces a revised structure for the Consolidated Statement of Income,
including the classification of income and expenses into five categories and the introduction of
defined subtotals, including operating profit. The standard also enhances guidance on the
aggregation and disaggregation of information and requires the disclosure of management‑defined
performance measures in a single note to the financial statements.
The Group is currently assessing the impact of IFRS 18 on its financial reporting. The adoption of the
standard is expected to primarily affect the presentation and disclosure of the Group’s financial
statements, particularly the Consolidated Income Statement and related performance measures.
The adoption of the above standards and interpretations is not expected to lead to any changes
to the Group’s accounting policies or have any other material impact on the financial position or
performance of the Group.
Going concern
Accounting standards require that directors satisfy themselves that it is reasonable for them
to conclude whether it is appropriate to prepare financial statements on a going concern basis.
The Group’s business activities, together with the factors likely to affect its business development,
performance and position, are set out in the Strategic Report. Principal risks are detailed on
pages 65 to 70. The financial position of the Group, its cash flows, liquidity position and borrowing
facilities are described in these financial statements. In addition, Note 18 includes; the Group’s
objectives, policies and processes for managing its capital; its financial risk management objectives;
details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity
risk. Note 14 to the financial statements addresses the management of the funding risks of the
Group’s employee benefit obligations.
After making enquiries, the directors have a reasonable expectation that the Company and the Group
have adequate resources to continue in operational existence for the foreseeable future and for a
period of at least twelve months following the approval of the Annual Report on 5 March 2026.
Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
The directors have considered the current macroeconomic conditions. The Group is well diversified
and maintains a balanced portfolio operating across a range of markets, sectors and geographies,
with no single dependency. The Automation platform delivered strong organic revenue growth and
the Life Technology platform delivered a resilient performance throughout 2025.
At 31 December 2025, the Group had cash and cash equivalents of £72.4m and undrawn committed
facilities of £300m in the form of Revolving Credit Facilities (RCF), of which £50m is due for renewal
in 2026, £50m in 2027, £125m in 2028 and £75m in 2029. Forecasts indicate that the Group can
operate within the level of facilities in place, without the need to obtain any new facilities in the
twelve‑month period following the approval of the Annual Report.
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IMI plc Annual Report 2025145
Notes to the consolidated financial statements continued
1. Basis of preparation continued
The directors have assessed the viability of the Group (page 71) and reviewed detailed cash flow
forecasts for a period of at least twelve months following the date of approval of the Annual Report.
After applying a reverse stress test on the Group’s banking covenants and making comparisons to
the detailed forecasts, the directors have a reasonable expectation that the financial headroom will
not be exhausted during this period.
Covenant compliance reviews are undertaken to ensure that the Group remains fully within the
covenant limits. Funding covenants currently require EBITDA to be no less than 4.0 times interest
and net debt to be no more than 3.0 times EBITDA. Those covenant ratios, at 31 December 2025,
were 34.8 times and 1.0 times, respectively.
The Board considered a reverse stress test which demonstrated that a breach of covenants would
not occur unless there was an extreme unforeseen event causing a revenue reduction of greater
than 52% in the twelve months following approval of the Annual Report. Mitigating actions
considered for this reverse stress test include, but are not limited to, reducing working capital,
restricting capital expenditure, reducing overhead spend and employee costs and cutting or
suspending dividend payments to shareholders. The mitigating actions do not assume any special
governmental support other than normally available schemes such as short‑term working in
certain countries .
Re-presentation
Statement of Comprehensive Income
Within the Statement of Comprehensive Income, funding revaluations related to hedging
instruments designated as hedges of the net assets of foreign operations have been re‑presented.
These amounts are now shown within “(Loss)/gain arising on hedging instruments designated in
hedges of the net assets in foreign operations”, rather than within “Loss on exchange differences on
translation of foreign operations.” Prior‑year comparatives have been re‑presented accordingly,
resulting in a reclassification of £16.2 million between these line items.
In addition, the prior‑year comparative for “(Loss)/gain arising on hedging instruments designated in
hedges of the net assets in foreign operations” has been corrected to include the gain/(loss) on
settled derivatives. This correction resulted in a further adjustment of £4.4 million between that line
item and “Loss on exchange differences on translation of foreign operations.”
Climate change
Climate change is considered to be a key element of our overall sustainability roadmap. In preparing
the financial statements, the directors have considered the impact of climate change, particularly
in the context of the risks identified in the TCFD disclosures on pages 57 to 63. There has been no
material impact identified on the financial reporting judgements and estimates.
Overall, sustainability is recognised in the market as a growth driver and a key part of our investment
case. This is consistent with our assessment that climate change is not expected to have a detrimental
impact on the viability of the Group in the medium term.
Specifically we note the following:
– The impact of climate change has been considered in assessing the viability and going concern
status of the Group, both in terms of the preparation of our Strategic Plan, which underpins our
viability statement modelling, and the modelling of our severe, but plausible downside scenarios;
– Our assessment of the carrying value of goodwill and intangible assets included consideration of
potential climate change on our end markets and this did not introduce a set of circumstances
that could reasonably lead to an impairment; and
– The impact on the carrying value and useful lives of tangible assets has been considered and while
we continue to invest in projects to reduce our carbon impact, there is not considered to be a
material impact on our existing asset base.
2. Material accounting policy information
Where appropriate, the material accounting policies are presented in the note to which it applies
to aid the reader’s understanding of their application. Set out below are the material accounting
policies that do not have a specific note.
A. Subsidiaries
The Group financial statements consolidate the financial statements of IMI plc and the entities it
controls (its subsidiaries) for the year to 31 December 2025. The Group has no significant interests
which are accounted for as associates or joint ventures.
Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date that such control ceases. Control
comprises the power to govern the financial and operating policies of the investee so as to obtain
benefit from its activities and is achieved through direct or indirect ownership of voting rights,
currently exercisable or convertible potential voting rights, or by way of contractual agreement.
The financial statements of subsidiaries used in the preparation of the consolidated financial
statements are prepared for the same reporting year as the parent company and are based on
consistent accounting policies. All intragroup balances and transactions, including unrealised
profits arising from them, are eliminated in full.
A change in the ownership interest of a subsidiary, without loss of control, is accounted for
as an equity transaction. If the Group loses control over a subsidiary, it:
– derecognises the assets (including any goodwill relating to the subsidiary) and liabilities
of the subsidiary;
– derecognises the carrying amount of any non‑controlling interest;
– derecognises the cumulative translation differences recorded in equity;
– recognises the fair value of the consideration received;
– recognises the fair value of any investment retained;
– recognises any surplus or deficit in profit or loss; and
– reclassifies the parent’s share of components previously recognised in other comprehensive
income to profit or loss or retained earnings, as appropriate.
Taxation on the above accounting entries would also be recognised, where applicable.
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IMI plc Annual Report 2025146
2. Material accounting policy information continued
B. Use of critical judgements and key sources of estimation uncertainty
The preparation of financial statements requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates.
i. Critical judgements
The critical judgements are the identification of the Alternative Performance Measures as disclosed
in Note 3.
ii. Key sources of estimation uncertainty
The Group bases its assumptions and estimates on information available when the consolidated financial
statements are prepared. Market changes or circumstances arising beyond the control of the Group are
reflected in the assumptions and estimates when they occur. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in any future periods affected.
iii. Changes in critical judgements and key sources of estimation uncertainty
Management has reassessed the critical judgements and key sources of estimation uncertainty
presented in the 2024 Annual Report and concluded that no changes in critical judgements and key
sources of estimation uncertainty are considered necessary.
C. Revenue recognition
Revenue is recognised when obligations under the terms of a contract with our customer are
satisfied. This generally occurs when the goods are transferred, or the services are provided, to our
customer. Revenue is measured as the amount of consideration we expect to receive in exchange
for transferring goods or providing services. Sales and other taxes collected from customers are
excluded from revenue. The nature of the equipment, valve and other contracts into which the
Group enters means that:
– the contracts usually contain distinct performance obligations, each of which transfers
control of the goods to the customer. Where such distinct performance obligations are present,
revenue is recognised on each element in accordance with the policy on the sale of goods; and
– the service element of the contract is usually insignificant in relation to the total contract value
and is often provided on a short‑term or one‑off basis. Where this is the case, revenue is
recognised when the service is complete.
As a result of the above, the significant majority of the Group’s revenue is recognised on a sale
of goods basis. Each of the platform’s revenue streams set out in Note 4 can consist of the sale
of goods, the provision of services or a combination of the two. The specific methods used to
recognise the different forms of revenue earned by the Group are set out below:
i. Sale of goods
Revenue from the sale of goods is recognised in the consolidated income statement net of returns,
trade discounts and volume rebates when control has been transferred to our customer. No revenue
is recognised where recovery of the consideration is not probable or if there are significant
uncertainties regarding associated costs or the possible return of goods.
In Climate Control, the amount of consideration received and the revenue recognised varies in
line with discounts and promotions offered to our customers and their customers. The level of
estimation uncertainty associated with variable consideration is minimal, as discounts and rebates
are accounted for at the point of sale and adjusted as required at each financial year‑end.
The timing of the transfer of control to our customer varies depending on the nature of the
products sold and the individual terms of the contract of sale. Sales made under internationally
accepted trade terms, Incoterms 2020, are recognised as revenue when the Group has completed
the primary duties required to transfer control as defined by the International Chamber of Commerce
Official Rules for the Interpretation of Trade Terms. Sales made outside Incoterms 2020 are generally
recognised on delivery to the customer. In limited instances, a customer may request that the
Group retains physical possession of an asset for a period after control has been transferred to the
customer. In these circumstances, the Group provides this storage as a service to the customer and,
therefore, revenue is recognised prior to delivery of the asset.
ii. Rendering of services
Servicing relates to repairs and maintenance activity that is completed at our customer sites within
our installed base. Revenue from the rendering of services is usually insignificant in relation to the
total contract value and is generally provided on a short‑term or one‑off basis. Accordingly, revenue
is usually recognised when the service is complete.
Where this is not the case, revenue from services rendered is recognised in proportion to the stage
of completion of the service at the balance sheet date.
The stage of completion is assessed by reference to the contractual performance obligations with
each separate customer and the costs incurred on the contract to date in comparison to the total
forecast costs of the contract. Revenue recognition commences only when the outcome of the
contract can be reliably measured. Installation fees are similarly recognised by reference to the stage
of completion on the installation unless they are incidental to the sale of the goods, in which case
they are recognised when the goods are sold.
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025147
2. Material accounting policy information continued
iii. Combined services and goods
When a transaction combines a supply of goods with the provision of a significant service, distinct
performance obligations are identified and recognised in line with the applicable policy. Revenue
from a service that is incidental to the supply of goods is recognised at the same time as the revenue
from the supply of goods.
D. Foreign currencies
i. Foreign currency transactions
Monetary assets and liabilities denominated in foreign currencies have been translated into Sterling
at the rates of exchange ruling at the balance sheet date. Foreign exchange differences arising
on translating transactions at the exchange rate ruling on the transaction date are reflected in
the consolidated income statement. Non‑monetary assets and liabilities that are measured at historical
cost in a foreign currency are translated using the exchange rates at the date of the transaction.
Non‑monetary assets and liabilities denominated in foreign currencies that are stated at fair
value are translated into Sterling at foreign exchange rates ruling at the balance sheet date.
ii. Foreign operations
The consolidated income statements of overseas subsidiary undertakings are translated at the
appropriate average rate of exchange for the year, and the adjustment to year‑end rates is taken
directly to reserves.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising
on acquisition, are translated at foreign exchange rates ruling at the balance sheet date.
Foreign exchange differences arising on retranslation are recognised directly as a separate component
of equity. Since 1 January 2004, the Group’s date of transition to IFRS, such differences have been
recognised in the translation reserve. When a foreign operation is disposed of, either in part or in full,
the relevant amount in the translation reserve is transferred to profit or loss.
E. Financial instruments and fair value hedging
Financial instruments are initially recorded at fair value plus directly attributable transaction costs
unless the instrument is a derivative not designated as a hedge (see below). Subsequent
measurement depends on the designation of the instrument, which follows the categories in IFRS 9:
– short‑term borrowings and overdrafts are classified as financial liabilities at amortised cost;
– derivatives, comprising interest rate swaps, foreign exchange contracts and options, metals
futures contracts and any embedded derivatives, are classified as ‘fair value through profit or
loss’ under IFRS 9, unless designated as hedges. Derivatives not designated as hedges are initially
recognised at fair value; attributable transaction costs are recognised in profit or loss when
incurred. Subsequent to initial recognition, changes in fair value of such derivatives and gains
or losses on their settlement are recognised in net financial income or expense;
– long‑term loans and other interest bearing borrowings are generally held at amortised cost using
the effective interest rate method. Where the long‑term loan is hedged, generally by an interest
rate swap, and the hedge is regarded as effective, the carrying value of the long‑term loan is
adjusted for changes in fair value of the hedge;
– trade receivables are stated at cost as reduced by appropriate impairment allowances for expected
irrecoverable amounts;
– trade payables are stated at cost;
– financial assets and liabilities are recognised on the balance sheet only when the Group becomes
a party to the contractual provisions of the instrument; and
– fair value through other comprehensive income (FVTOCI) financial instruments are carried at fair
value with gains and losses being recognised in equity, and represent investments.
i. Derecognition of financial instruments
The Group derecognises a financial asset only when the contractual rights to the cash flows from
the asset expire, or when it transfers the financial asset and substantially all the risks and rewards
of ownership of the asset to another entity. If the Group neither transfers nor retains substantially
all of the risks and rewards of ownership and continues to control the transferred asset, the Group
recognises its retained interest in the asset and an associated liability for amounts it may have to pay.
If the Group retains substantially all the risks and rewards of ownership of a transferred financial
asset, the Group continues to recognise the financial asset and also recognises a collateralised
borrowing for the proceeds received.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable is recognised in profit or
loss. In addition, on derecognition of an investment in a debt instrument classified as FVTOCI, the
cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified
to profit or loss. In contrast, on derecognition of an investment in an equity instrument which
the Group has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss
previously accumulated in the investments revaluation reserve is not reclassified to profit or loss,
but is transferred to retained earnings.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025148
2. Material accounting policy information continued
The Group derecognises financial liabilities when, and only when, the Group’s obligations are
discharged, cancelled or have expired. The difference between the carrying amount of the financial
liability derecognised and the consideration paid and payable is recognised in profit or loss.
When the Group exchanges with the existing lender one debt instrument into another one, with
substantially different terms, such exchange is accounted for as an extinguishment of the original
financial liability and the recognition of a new financial liability. Similarly, the Group accounts for
substantial modification of terms of an existing liability or part of it as an extinguishment of the
original financial liability and the recognition of a new liability. It is assumed that the terms are
substantially different if the discounted present value of the cash flows under the new terms,
including any fees paid net of any fees received and discounted using the original effective
interest rate, is at least 10% different from the discounted present value of the remaining cash flows
of the original financial liability. If the modification is not substantial, the difference between: (1) the
carrying amount of the liability before the modification; and (2) the present value of the cash flows
after modification is recognised in profit or loss as the modification gain or loss within other gains
and losses.
ii. Derecognition of hedging arrangements
The Group discontinues hedge accounting only when the hedging relationship (or a part thereof)
ceases to meet the qualifying criteria (after rebalancing, if applicable). This includes instances when
the hedging instrument expires or is sold, terminated or exercised. The discontinuation is accounted
for prospectively. Any gain or loss recognised in other comprehensive income and accumulated
in cash flow hedge reserve at that time, remains in equity and is reclassified to profit or loss when
the forecast transaction occurs. When a forecast transaction is no longer expected to occur, the
gain or loss accumulated in the cash flow hedge reserve is reclassified immediately to profit or loss.
F. Other hedging
i. Hedge of monetary assets and liabilities, financial commitments or forecast transactions
Where a derivative financial instrument is used as an economic hedge of the foreign exchange or
metals commodity price exposure of a recognised monetary asset or liability, financial commitment
or forecast transaction, but does not meet the criteria to qualify for hedge accounting under IFRS 9,
no hedge accounting is applied and any gain or loss resulting from changes in fair value of the
hedging instrument is recognised in net financial income or expense.
Where such a derivative is a formally designated hedge of a forecast transaction for accounting
purposes, movements in the value of the derivative are recognised directly in other comprehensive
income to the extent the hedge is effective. The Group assesses the effectiveness of the hedge
based on the expected fair value of the amount to be received and the movement in the fair value
of the derivative designated as the hedge.
For segmental reporting purposes, changes in the fair value of economic hedges that are not
designated hedges, which relate to current year trading, together with the gains and losses on
their settlement, are allocated to the operating profit of the relevant business segment.
ii. Hedge of net investment in foreign operations
Where a foreign currency liability or derivative financial instrument is a formally designated hedge
of a net investment in a foreign operation, foreign exchange differences arising on translation of
the foreign currency liability or changes in the fair value of the financial instrument are recognised
directly in equity via other comprehensive income, to the extent the hedge is effective. The Group
assesses the effectiveness of its net investment hedges based on fair value changes of its net assets,
including relevant goodwill designated as foreign currency assets, and the fair value changes of both
the debt designated as a hedge and the relevant financial instrument.
G. Investments not held for trading
Investments that are designated as being not held for trading are initially recognised at fair
value. Subsequently, the fair value of the investment is reassessed at each balance sheet date,
with movements in the fair value recognised in other comprehensive income. In contrast, on
derecognition of an investment in an equity instrument, which the Group has elected on initial
recognition to measure at fair value through other comprehensive income, the cumulative gain or
loss previously accumulated in the investments revaluation reserve is not reclassified to profit or loss,
but is transferred to retained earnings.
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025149
3. Alternative Performance Measures (APMs) and adjusting items
Accounting policy
The Group’s policy is to exclude items from statutory operating profit that are considered to be significant in nature (i.e., outside of the normal course of business) and/or quantum and where treatment
as an adjusting item provides stakeholders with additional useful information to assess period‑on‑period trading performance of the Group. During the year, the Group made limited changes to the
application of its adjusting item policy. Following the conclusion of the Group’s complexity reduction programme in 2024, restructuring and rationalisation costs incurred in 2025 are now considered
to arise in the normal course of business and are therefore recorded within statutory operating profit rather than treated as adjusting items. In addition, during the year the Group introduced cyber
incident costs as a category of adjusting items. Costs directly attributable to a cyber security incident are considered to be one‑off in nature and not reflective of the underlying trading performance of
the Group.
The Group believes that APMs, which are not considered to be a substitute for, or superior to, IFRS measures, provide stakeholders with additional helpful information on the performance of the
business. These APMs are consistent with how the business performance is planned and reported within the internal management reporting to the Board and Executive Committee. Some of these
measures are also used for the purpose of setting remuneration targets and for banking covenants. There are limitations to the use of APMs; including that the APMs exclude the amortisation of
acquired intangible assets, but do not similarly exclude the revenue generated by these assets.
The adjusting items in the consolidated income statement and the reasons these are considered to be adjusting items are detailed below:
– Impairment losses – impairment losses treated as adjusting items include those which are large in quantum or one‑off in nature and, as a result, are not considered to be usual operating costs of
the Group
– Gains and losses on property disposals – significant quantum gains and losses on property disposals are not considered to relate to the underlying trading of the business and are therefore treated
as adjusting items
– Acquired intangible amortisation – the amortisation charge is not considered to be related to the underlying performance of the Group and can fluctuate materially period‑on‑period as new
businesses are acquired. All acquired intangible amortisation is treated as an adjusting item due to its nature. The trading results of acquired businesses are included in the adjusted results
– Gains and losses on disposal of subsidiaries – due to their one‑off nature and large quantum, gains and losses on disposals are treated as adjusting items. If these gains or losses are not considered
to be one‑off or material, these amounts would be included within statutory operating profit
– The reversal of gains and losses on economic hedges – gains and losses on economic hedges are treated as an adjusting item on a qualitative basis. The adjusting item reverses the treatment taken
locally by the Group’s businesses, where the impact of foreign currency forwards and commodity hedges are booked at the hedged rate in the adjusted results of the local businesses. In compliance
with IFRS 9 ‘Financial Instruments’, these do not meet the requirement of an effective hedge and are therefore adjusted to be booked at the spot rate. The recognition of the gains and losses on the
hedged items is recorded as a financing item, including any unrealised gains and losses
– Other acquisition costs – for an acquired business, the acquisition costs which are primarily adviser and legal fees and any one‑off write‑offs of the inventory uplift to fair value do not reflect trading
performance and so are treated as adjusting items to ensure consistency between periods
– Cyber incident costs – costs directly related to a cyber security incident, such as IT systems recovery, risk management, upgraded IT infrastructure and advisory costs will be treated as an adjusting item
– Special pension events – due to their one‑off nature and typically large quantum, special pension events are treated as adjusting items. Special pension events which are not significant are recorded
as adjusting items. There are no special pension events recorded as adjusting items in the current or prior period
– Tax effect on adjusting items above – any tax effect of the above items is treated as an adjusting item
– Other tax items – an assessment is made, on a case‑by‑case basis, for one‑off tax items which significantly impact the Group’s results to determine whether the item should be treated as an
adjusting item
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025150
3. Alternative Performance Measures (APMs) & adjusting items continued
With the exception of restructuring costs, and cyber incident related costs, as previously noted, the policies outlined above are consistent with the policies adopted in the previous period.
Movements in revenue and adjusted operating profit are given on an organic basis (see definition below) so that performance is not distorted by acquisitions, disposals and movements in exchange rates.
The directors’ commentary discusses these APMs to remove the effects of items of both income and expense that are considered different in nature from the underlying trading and normal quantum
and where treatment as an adjusting item provides stakeholders with additional information to assess period‑on‑period trading.
Critical judgement
Management have applied judgement in the identification of the APMs used in the Annual Report. In making this decision, and in accordance with the accounting policy, management consider
whether items outside of the ordinary course of business should be treated as an adjusting item. The APMs presented are used in discussions with the investment analyst community and by the
Board and management to monitor the trading performance of the Group.
The table below details the definition of each APM and a reference to where it can be reconciled to the equivalent statutory measure.
APM
Definition
Reconciliation to statutory measure
Adjusted profit before tax
Adjusted profit before tax is statutory profit before tax before adjusting items as shown on the consolidated
 See consolidated income statement
income statement on page 140
Adjusted net interest cost
Adjusted net interest cost is statutory net interest costs before adjusting items as shown on the consolidated
 See consolidated income statement
income statement on page 140
Adjusted earnings per share
Adjusted earnings per share is defined within the table in Note 7
 See Note 7
Adjusted effective tax rate
The adjusted effective tax rate is the tax impact on adjusted profit before tax divided by adjusted profit before tax
 See Note 9
Adjusted EBITDA
This measure reflects adjusted profit after tax before interest, tax, depreciation, amortisation and impairment
 See Note 19
Adjusted operating profit
Adjusted operating profit is statutory operating profit before adjusting items as shown on the consolidated
 See consolidated income statement on
income statement page 140 and segmental reporting
Adjusted operating margin
Adjusted operating margin is adjusted operating profit divided by revenue
in Note 4
Adjusted net financing costs
Adjusted net financing costs is interest received and interest paid, including the impact on interest costs on
leases, before gains and losses on instruments measured at fair value through profit or loss (other economic
hedges) and net financial income and expense relating to defined benefit pension schemes
Organic revenue growth These two measures remove the impact of adjusting items, acquisitions, disposals and movements in exchange
rates and are reconciled in Note 4
Organic adjusted
operating profit
Adjusted operating cash flow
This measure reflects cash generated from operations as shown in the statement of cash flows less cash spent
 See Note 19
acquiring property, plant and equipment, non‑acquired intangible assets and investments; plus cash received
from the sale of property, plant and equipment, the sale of investments less the repayment of principal amounts
of lease payments excluding the cash impact of adjusting items
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025151
3. Alternative Performance Measures (APMs) and adjusting items continued
Net debt
Net debt is defined as the cash and cash equivalents, overdrafts, interest‑bearing loans and borrowings and
 See Note 19
lease liabilities
Net debt: adjusted EBITDA
Net debt divided by adjusted EBITDA as defined above
Free cash flow before corporate activity
This measure is a sub‑total in the reconciliation of adjusted EBITDA to net debt and is presented to assist the
 See Note 19
reader to understand the nature of the current year’s cash flows, excluding dividends, share buybacks and the
purchase and issuance of own shares
Return on invested capital (ROIC)
This measure takes adjusted operating profit after tax divided by average capital invested. Capital invested
is defined as net assets adjusted to remove net debt, restructuring provisions, derivative assets and liabilities,
defined benefit pension position (netof deferred tax) and to reverse historical impairments of goodwill and
amortisation of acquired intangible assets
Cash conversion
Cash conversion is the adjusted operating cash flow as a percentage of the adjusted operating profit
Outlined below are the adjusting items impacting the current and prior year results.
2025 2024
Key £m £m
Recognised in arriving at operating profit
Reversal of net economic hedge contract gains
(a)
(6.9)
(2.0)
Restructuring costs
(b)
(54.7)
Acquired intangible amortisation and other acquisition costs
(c)
(26.5)
(28.9)
Costs associated with the sale of the Truflo Marine business
(d)
(1.8)
Gain on disposal of subsidiary
(e)
6.3
Gain on disposal of property
(f)
24.6
Response to cyber incident
(g)
(27.1)
Total recognised in arriving at operating profit
(37.7)
(79.3)
Recognised in net financial expense
Gains/(losses) on instruments measured at fair value through profit or loss
(a)
13.8
(9.1)
Total recognised in net financial expense
13.8
(9.1)
Recognised in profit before tax
(23.9)
(88.4)
Recognised in taxation
Tax impact of adjusting items above
(h)
0.3
23.3
Tax credit/(charge) in connection with transfer of businesses
(h)
3.5
(5.0)
Change in uncertain tax positions
(h)
1.6
3.8
19.9
Recognised in profit after tax
(20.1)
(68.5)
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025152
3. Alternative Performance Measures (APMs) and adjusting items continued
(a) Reversal of net economic hedge contract gains/(losses) on instruments measured at fair value
through profit or loss – for segmental reporting purposes, changes in the fair value of economic
hedges that are not designated as hedges for accounting purposes, together with the gains and
losses on their settlement, are included in the revenues and adjusted operating profit of the
relevant business segment. The adjusting items at the operating costs level reverse this
treatment. The financing adjusting items reflect the change in value or settlement of these
contracts with the financial institutions with which they were transacted.
(b) Restructuring costs – following the completion of the complexity reduction programme in
2024, restructuring costs are no longer recorded as adjusting items in 2025.
Restructuring costs of £54.7m were recognised in 2024. The Automation platform incurred costs
of £35.5m primarily related to the rationalisation of three facilities and the creation of a COO
structure to streamline and share best practice across our sectors. The Life Technology platform
incurred costs of £19.2m related to the Customer First reorganisation project, which transformed
the structure into customer‑led sectors (across a number of businesses), the Focus for Growth
project in Climate Control, to improve the team’s ability to implement operational strategies,
creation of the COO structure and the rationalisation of two facilities.
(c) Acquired intangible amortisation and other acquisition costs – the acquired intangible
amortisation charge was £25.6m (2024: £28.2m), which largely relates to the amortisation
of the intangible assets recognised on the acquisition of Adaptas Solutions, Heatmiser UK Ltd
and Bimba Manufacturing Company. Other acquisition costs of £0.9m related to the unwind of
the inventory fair value uplift adjustment for TWTG.
Other acquisition costs of £0.7m for the twelve months to 31 December 2024 related to the
professional fees associated with the acquisition of TWTG.
(d) Costs associated with the sale of the Truflo Marine business – in November 2025, the Group
announced the deal agreed with Fairbanks Morse Defense to sell the Truflo Marine business. The
transaction remains subject to certain regulatory and other approvals, with expected completion
during the first half of 2026. Costs associated with this transaction incurred up to the year ended
31 December 2025, totalled £1.8m.
(e) Gain on disposal of subsidiary – the Group disposed of a French subsidiary, Industrie Mecanique
Pour Les Fluides SA, on 25 April 2024 resulting in a gain on disposal of £6.3m. For further details
see Note 24 to the financial statements.
(f) Gain on disposal of property – the group disposed of a property in Rancho Santa Margarita,
California, resulting in a gain on disposal of £24.6m.
(g) Response to cyber incident – the Group has incurred £27.1m of costs during the year in relation
to the cyber attack in February 2025, which predominantly related to IT systems recovery, risk
management, upgrading infrastructure and advisory costs.
(h) Taxation – the tax effect of the above items has been recognised as an adjusting item and
amounts to £0.3m (2024: £23.3m). A £3.5m credit was also recognised as an adjusting item in
connection with the transfer of a business (2024: £5.0m charge). During the year ended
31 December 2024, a credit of £1.6m was also recorded as an adjusting item, relating to the
release of a prior year restructuring provision which was subsequently resolved.
4. Segmental information
Segmental information is presented in the consolidated financial statements for each of the Group’s
operating segments. The operating segment reporting format reflects the Group’s management and
internal reporting structures and represents the information that was presented to the chief
operating decision‑maker, being the Executive Committee.
Automation
The Automation business leverages deep automation technology and applications expertise
to improve productivity, safety and sustainability in the Process Automation and Industrial
Automation sectors.
Life Technology
The Life Technology business focuses on technologies that enhance and improve everyday life,
particularly in the areas of health, sustainability and comfort across the Climate Control, Transport
and Life Science & Fluid Control sectors.
Performance is measured by the Executive Committee, based on adjusted operating profit and
organic revenue growth, which are defined in Note 3. These two measures represent the two
short‑term key performance indicators for the Group.
Businesses enter into forward currency and metal contracts to provide economic hedges against
the impact on profitability of swings in rates and values in accordance with the Group’s policy to
minimise the risk of volatility in revenues, costs and margins. Adjusted operating profits are therefore
(charged)/credited with the impact of these contracts. In accordance with IFRS 9, these contracts do
not meet the requirements for hedge accounting and gains and losses are reversed out of operating
profit and are recorded in net financial income and expense for the purposes of the consolidated
income statement.
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025153
4. Segmental information continued
The following table shows a reconciliation of platform adjusted operating profit to statutory operating profit.
Life
Automation
Technology
Total
2025 2024 2025 2024 2025 2024
£m £m £m £m £m £m
Revenue
1,504
1,414
800
796
2,304
2,210
Adjusted operating profit
314.3
289.2
145.8
146.3
460.1
435.5
Adjusted operating profit margin (%)
20.9%
20.5%
18.2%
18.4%
20.0%
19.7%
Reconciliation to statutory operating profit:
Reversal of net economic hedge contract gains
(6.8)
(0.2)
(0.1)
(1.8)
(6.9)
(2.0)
Restructuring costs
(35.5)
(19.2)
(54.7)
Acquired intangible amortisation and other acquisition items
(11.7)
(13.0)
(14.8)
(15.9)
(26.5)
(28.9)
Costs associated with the sale of the Truflo Marine business
(1.8)
(1.8)
Gain on disposal of property
24.6
24.6
Gain on disposal of subsidiary
6.3
6.3
Cyber incident costs
(17.7)
(9.4)
(27.1)
Statutory operating profit
300.9
240.5
121.5
115.7
422.4
356.2
Statutory operating margin (%)
20.0%
17.0%
15.2%
14.5%
18.3%
16.1%
Net financial expense
(3.9)
(25.8)
Statutory profit before tax
418.5
330.4
The following table illustrates how revenue and adjusted operating profit have been impacted by movements in foreign exchange, acquisitions and disposals compared to 2024.
Year ended 31 December 2024
Year ended 31 December 2025
Adjusted Organic
As As growth growth
Revenue
adjusted
Disposals
Exchange
Organic
adjusted
Acquisitions
Organic
(%) (%)
Automation
1,414
(17)
1,397
1,504
(2)
1,502
6%
8%
Life Technology
796
(2)
–
794
800
800
0%
1%
Total
2,210
(2)
(17)
2,191
2,304
(2)
2,302
4%
5%
Adjusted operating profit
Automation
289.2
(6.0)
283.2
314.3
1.4
315.7
9%
11%
Life Technology
146.3
(0.6)
0.4
146.1
145.8
145.8
0%
0%
Total
435.5
(0.6)
(5.6)
429.3
460.1
1.4
461.5
6%
8%
Adjusted operating profit margin (%)
19.7%
19.6%
20.0%
20.0%
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025154
4. Segmental information continued
The following table illustrates how the segmental assets and liabilities reconcile to the overall total assets and liabilities reported in the balance sheet.
Assets
Liabilities
2025 2024 2025 2024
£m £m £m £m
Automation
1,357.6
1,392.2
411.6
468.9
Life Technology
861.2
898.2
154.8
155.3
Total segmental assets/liabilities (including lease liabilities)
2,218.8
2,290.4
566.4
624.2
Corporate items
31.4
20.3
32.6
30.8
Asset Held for Sale
63.0
44.1
Employee benefits
7.1
1.1
44.4
48.5
Investments
2.5
2.2
–
–
Net debt items (excluding lease liabilities)
112.4
147.8
565.6
606.4
Net taxation
44.9
28.7
117.9
95.5
Total assets and liabilities in Group balance sheet
2,480.1
2,490.5
1,371.0
1,405.4
The following table includes other information to show how certain costs are allocated between the platforms of the Group.
Adjusting
restructuring costs
Capital expenditure
Amortisation
*
Depreciation
**
2025 2024 2025 2024 2025 2024 2025 2024
£m £m £m £m £m £m £m £m
Automation
35.5
53.6
48.4
20.0
21.1
36.4
43.3
Life Technology
19.2
42.6
43.1
23.0
26.9
32.4
27.7
Asset Held for Sale
–
2.5
–
0.1
–
1.4
–
Total
54.7
98.7
91.5
43.1
48.0
70.2
71.0
* The amortisation figures above include the amortisation of acquired intangibles of £25.6m (2024: £28.2m). £10.8m (2024: £12.3m) is included in respect of Automation and £14.8m (2024: £15.9m) is included in respect
of Life Technology.
** The depreciation figures above include the impact of IFRS 16 ‘Leases’ of £27.5m (2024: £28.7m): £16.0m in respect of Automation (2024: £17.6m) and £11.5m in respect of Life Technology (2024: £11.1m).
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025155
Notes to the consolidated financial statements continued
4. Segmental information continued
The following table shows a geographical analysis of how the Group’s revenue is derived by destination:
2025 2024
£m £m
UK
133
130
Germany
261
257
Italy*
73
46
Switzerland*
73
74
Rest of Europe
481
435
Total Europe
1,021
942
USA
522
520
Rest of Americas
141
137
Total Americas
663
657
China
198
180
Rest of Asia Pacific
250
277
Total Asia Pacific
448
457
Middle East and Africa
172
154
Total revenue
2,304
2,210
Revenue by geography (2025)
Revenue by geography (2024)
A
B
C
D
A
C
D
B
A – Europe 44%
B – Americas 29%
C – Asia Pacific 19%
D – Middle East and Africa 8%
A – Europe 42%
B – Americas 30%
C – Asia Pacific 21%
D – Middle East and Africa 7%
The following table shows a geographical analysis of the location of the Group’s intangible assets,
property, plant and equipment and right‑of‑use assets.
2025 2024
£m £m
UK
142.4
173.5
Germany
288.5
272.7
Italy*
86.9
79.2
Switzerland*
114.0
105.3
Rest of Europe
127.5
121.4
USA
447.0
484.2
Asia Pacific
41.7
46.7
Rest of World
29.6
30.7
Total
1,277.6
1,313.7
* Rest of Europe has been disaggregated further to separate Italy and Switzerland, and to ensure comparability,
prior year comparators have been re‑presented.
2025 2024
Revenue Revenue
£m £m
Industrial Automation
498
508
Aftermarket
597
545
New Construction
409
361
Process Automation
1,006
906
Automation
1,504
1,414
Climate Control
410
389
Life Science & Fluid Control
232
236
Transport
158
171
Life Technology
800
796
Total revenue
2,304
2,210
Sale of goods
2,225
2,127
Sale of services
79
83
Total revenue
2,304
2,210
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025156
5. Net operating costs
Operating profit is stated after charging/(crediting):
2024
2025 Restated*
£m £m
Net foreign exchange (gains)/losses included in operating profit
(4.8)
1.2
Research and development expense*
71.4
67.4
Amortisation of intangible assets
43.1
48.0
Impairment of intangible assets treated as adjusting items
0.9
Impairment of intangible assets
1.4
Depreciation of owned property, plant and equipment
42.7
42.3
Impairment of owned property, plant and equipment and leased assets
treated as adjusting items
1.5
Impairment of owned property, plant and equipment and leased assets
0.1
–
Depreciation of right‑of‑use assets
27.5
28.7
Cost of inventories recognised as an expense
1,210.6
1,165.4
Profit on exit of property lease
(0.2)
(0.6)
(Profit)/loss on disposal of property, plant and equipment
(24.9)
2.3
* 2024 Research and development expenditure has been restated to correct a prior year misclassification.
Operating costs by function
2025 2024
£m £m
Selling and distribution costs
207.0
206.8
Administrative expenses
426.5
402.3
Total
633.5
609.1
Employee information
The average number of people employed by the Group during the year is shown in the table below:
2025
2024
Automation
6,524
6,451
Life Technology
3,860
4,153
Corporate
94
99
Total Group
10, 478
10,703
The aggregate employment costs charged to operating profit for the year was:
2025 2024
£m £m
Wages and salaries
501.0
497.3
Share‑based payments
10.9
10.8
Social security costs
85.1
84.0
Pension costs
5.4
5.6
Total
602.4
597.7
The aggregate gains made by directors on the exercise of share options was £2.9m (2024: £3.0m).
The remuneration, as defined in the Companies Act 2006 Schedule 5, for the executive directors
comprises fixed and annual variable pay as set out in the table on page 107 of the Remuneration
Report. For details of the non‑executive directors’ remuneration please refer to page 118 of the
Remuneration Report.
Research and development expenditure
The cost of research and development expenditure charged directly to the consolidated income
statement was £71.4m (2024: £67.4m restated to correct a prior year misclassification). Included
within this is amortisation of capitalised intangible development costs which amounted to £6.4m
(2024: £6.2m) and across the Group a further £6.5m (2024: £8.1m) was capitalised in the year.
Audit fees
The Group engages its auditor, Deloitte, to perform other assurance assignments in addition to their
statutory audit duties where their expertise, experience and knowledge of the Group should enable
them to perform these assignments more efficiently than other similar service providers.
The Group’s policy on such assignments is set out in the Audit Committee Report on page 101. Fees
earned by Deloitte and its associates during the year are set out below:
2025 2024
£m £m
Fees earned by the Company’s auditor for the audit of the Company’s
Annual Accounts
0.2
0.2
The audit of the Company’s subsidiaries pursuant to legislation
3.4
3.3
Other assurance services
0.1
0.1
Total
3.7
3.6
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025157
6. Share‑based payments
The Group operates a number of equity and equity‑related compensation benefits to reward its
employees. The estimated cost of awarding these share options is charged to the consolidated
income statement over the period that the Group benefits from the employees’ services. This cost is
then added back to retained earnings, to reflect that there is no overall impact on the Group’s
balance sheet until the shares are issued to the employees when the options are exercised.
The individual share option schemes, the number of options outstanding under each of them, the
estimated cost of these options recognised in the consolidated income statement and the
assumptions used in arriving at this estimated cost are described below.
Accounting policy
The fair value of the employee services received in exchange for the grant of the options is
recognised as an expense each year. The total amount to be expensed over the vesting period
is determined by reference to the fair value of the options granted, excluding the impact of any
non‑market vesting conditions (for example, profitability and sales growth targets). Non‑market
vesting conditions are included in assumptions about the number of options that are expected
to become exercisable. The fair value of the options is determined based on the Monte Carlo
and Black‑Scholes option‑pricing models.
At each balance sheet date, the Group revises its estimates of the number of options that are
expected to vest. It recognises the impact of the revision of original estimates, if any, in the
consolidated income statement.
For newly issued shares, the proceeds received net of any directly attributable transaction costs
are credited to share capital (nominal value) and share premium when the options are exercised.
Outstanding share options
At 31 December 2025, options to purchase ordinary shares had been granted to, but not yet
exercised by, participants of IMI share option schemes as follows:
Date of Number of
grant
shares
Price
Dates from which exercisable
IMI Sharesave Scheme
02.04.20
198
904.66p
01.08.25
01.04.21
11,361
1166.58p
01.08.24 or 01.08.26
31.03.22
20,974
1260.18p
01.08.25 or 01.08.27
07.06.23
50,130
1458.36p
01.08.26 or 01.08.28
01.05.24
41,323
1621.80p
01.08.27 or 01.08.29
01.04.25
62,647
1603.98p
01.08.28 or 01.08.30
186,633
Purchase Plans
24.03.24
31,170
1583.37p
24.03.26
24.03.25
29,680
1787
.31p
24.03.27
60,850
IMI Incentive Plan
16.03.20
41,538
–
16.03.23
22.03.21
51,920
–
22.03.24
18.03.22
103,200
–
09.03.25
24.03.23
652,995
–
09.03.26
19.03.24
545,791
–
15.03.27
20.03.25
546,795
–
20.03.28
1,942,239
Total
2,189,722
Schemes under which options are outstanding
The options in the above table relate to the following share‑based payment schemes:
IMI Sharesave Scheme (SAYE)
This scheme is open to the majority of the Group’s UK employees, including the executive directors,
and allows the grant of options to all participants at a discount of up to 20% below the market price.
Such schemes are not subject to performance conditions and offer tax incentives to encourage
employees to use their own money to purchase IMI shares. SAYE options may be exercised within
six months of the date they first become exercisable.
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025158
6. Share‑based payments continued
Global Employee Share Purchase Plans (GESPP)
These plans were introduced in 2011 for the USA and Germany. The German and USA GESPP offer
the opportunity to buy shares in IMI at a fixed price at a future date. The German GESPP mirrors the
UK Sharesave Scheme, with a minimum/maximum savings limit per month and a contract duration
of three to five years. The US GESPP also operates in a similar way to the UK Sharesave Scheme, with
a minimum/maximum savings limit per month, but the contract duration is for a fixed period of two
years and different taxation conditions apply for the exercise period. No further awards are intended
to be granted under the German GESPP.
Other share-based payment arrangements
The Group also operates the following employee share plans:
Share Incentive Plan (SIP)
The SIP is open to the majority of the Group’s UK employees, including the executive directors.
This scheme covers two separate opportunities for employees to share in IMI’s success, as follows:
– Partnership shares – allows employees to invest up to the statutory maximum from pre‑tax pay,
which is used to buy IMI shares
– Free shares – allows a grant of shares to employees each year, up to the statutory maximum
Shares acquired or awarded under the SIP are not subject to performance conditions and offer tax
incentives to encourage employees to build up their shareholdings with the Company.
The IMI Incentive Plan (IIP)
In light of the expiry in 2015 of both the PSP and SMP, the IIP was introduced to act as the
Company’s sole senior executive long‑term incentive plan. The IIP acts as an umbrella plan which
allows the Company to grant different types of awards to different employee groups in an efficient
way. The IIP is to be used annually to grant ‘Performance Share Awards’ in respect of ordinary shares
to the executive directors and other members of senior management, subject to performance
conditions. The IIP will also be used annually to grant ‘Bonus Share Awards’ below board level. The
IIP also gives the Company the ability to grant ‘Restricted Stock Unit Awards’ and ‘Share Options’. It is
currently intended that Restricted Stock Unit Awards and share options will only be granted in
response to specific business requirements.
Options granted during the year
Number of Weighted Normal
options granted average exercisable
(thousand) option price date
SAYE
2021
75
1167p
2024‑2027
2022
103
1260p
2025‑2028
2023
75
1458p
2026‑2029
2024
49
1622p
2027‑2029
2025
64
1604p
2028-2030
GESPP
2022
85
1156p
2024
2023
44
1375p
2025
2024
40
1583p
2026
2025
34
1787p
2027
IIP
2021
891
–
2023‑2024
2022
929
–
2024‑2025
2023
859
–
2025‑2026
2024
689
–
2026‑2027
2025
565
–
2027-2028
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025159
6. Share‑based payments continued
Movement in outstanding options in the year
Options
Options not granted granted at
at nil cost
1
nil cost
2
Total
Number of Weighted Number of Number of
options Range of average options options
(thousand) option prices option price (thousand) (thousand)
Outstanding at
1 January 2024
382
884‑1458p
1260p
2,767
3,149
Exercisable at
1 January 2024
25
905‑1467p
1412p
195
220
Granted
89
1583‑1622p
1604p
705
794
Exercised
139
845‑1622p
1184p
716
855
Lapsed
42
884‑1622p
1283p
339
381
Outstanding at
31 December 2024
290
884‑1458p
1399p
2,417
2,707
Exercisable at
31 December 2024
3
905‑1467p
1085p
198
201
Granted
98
1604-1787p
1668p
582
680
Exercised
170
905-1622p
1232p
527
697
Lapsed
62
905-1787p
1365p
428
490
Outstanding at
31 December 2025
247
884-1458p
1547p
2,044
2,291
Exercisable at
31 December 2025
3
905-1467p
1233p
270
273
1 Options not granted at nil cost include options granted under the following schemes: IMI Sharesave Scheme,
Global Employee Share Purchase Plans and IMI Share Option Plan.
2 Options granted at nil cost are those granted under the Performance Share Plan, Share Matching Plan and IMI
Incentive Plan and include deferred bonus shares.
Share-based payment charge for the year
The total expense recognised for the year from share‑based payments, excluding tax, was £10.9m
(2024: £10.8m) which comprises a charge of £13.1m (2024: £15.1m) for the year, offset by a credit
of £2.2m (2024: £4.3m) in respect of lapses.
£3.0m (2024: £3.0m) of the total charge and £1.2m (2024: £0.4m) of the total credit is in respect of
options granted to directors.
Share-based payment valuation methodology
The fair value of services received in return for share options granted are measured by reference
to the fair value of share options granted, based on Black‑Scholes and Monte Carlo option pricing
models. The assumptions used for grants in 2025 included a dividend yield of 1.7% (2024: 1.7%),
expected share price volatility of 25% (2024: 28%), a weighted average expected life of 3.8 years
(2024: 3.8 years) and a weighted average interest rate of 4.20% (2024: 4.12%). The expected volatility
is wholly based on the historical volatility (calculated based on the weighted average remaining
life of the share options), adjusted for any expected changes to future volatility due to publicly
available information.
Other share-based payment disclosures
The weighted average remaining contractual life for the share options outstanding as at
31 December 2025 is 7.2 years (2024: 7.3 years) and the weighted average fair value of share
options granted in the year at their grant date was £16.11 (2024: £16.51).
The weighted average share price at the date of exercise of share options exercised during the year
was £19.96 (2024: £18.21).
7. Earnings per ordinary share
Earnings per share (EPS) is the amount of post‑tax profit attributable to each share (excluding those
held in the Employee Benefit Trust or by the Company). Basic EPS measures are calculated as the
Group profit for the year attributable to equity shareholders, divided by the weighted average
number of shares in issue during the year. Diluted EPS takes into account the dilutive effect of all
outstanding share options priced below the market price, in arriving at the number of shares used
in its calculation.
Both of these measures are also presented on an adjusted basis to assist the reader of the financial
statements and provide insight into the performance of the Group. The table below demonstrates
how this calculation has been performed.
2025 2024
Key million million
Weighted average number of shares for the purpose of basic
earnings per share
A
249.4
258.8
Dilutive effect of employee share options
0.9
1.1
Weighted average number of shares for the purpose of diluted
earnings per share
B
250.3
259.9
£m
£m
Statutory profit for the year
C
309.9
248.5
Total adjusting item charges included in profit before tax
23.9
88.4
Total adjusting item credits included in taxation
(3.8)
(19.9)
Earnings for adjusted EPS
D
330.0
317.0
Statutory EPS measures
Statutory basic EPS
C/A
124.3p
96.0p
Statutory diluted EPS
C/B
123.8p
95.6p
Adjusted EPS measures
Adjusted basic EPS
D/A
132.3p
122.5p
Adjusted diluted EPS
D/B
131.8p
122.0p
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025160
8. Net financing costs
Accounting policy
Financial income comprises interest receivable on funds invested, income from investments
and gains on hedging instruments that are recognised in the consolidated income statement.
Interest income is recognised in the consolidated income statement as it accrues, taking into
account the effective yield on the asset. Dividend income is recognised in the consolidated
income statement on the date that the dividend is declared.
Financial expense comprises interest payable on borrowings calculated using the effective
interest rate method, the interest‑related element of derivatives and losses on financial
instruments that are recognised in the consolidated income statement. The interest expense
component of lease payments is recognised in the consolidated income statement applying
territory‑specific incremental borrowing rates.
Net finance expense relating to defined benefit pension schemes represents the assumed
interest on the difference between employee benefit plan liabilities and the employee benefit
plan assets.
The finance income or expense on mark‑to‑market movements on interest and foreign
exchange derivatives and other financing costs are excluded from adjusted earnings.
Borrowing costs directly attributable to the acquisition, construction or production of an asset
that necessarily takes a substantial period of time to get ready for its intended use or sale are
capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in
the period they occur. Borrowing costs consist of interest and other costs that an entity incurs
in connection with the borrowing of funds.
2025
2024
Recognised in the Financial Financial
consolidated income Interest Instruments Total Interest Instruments Total
statement £m £m £m £m £m £m
Interest income on
bank deposits
12.3
12.3
9.7
9.7
Financial income
12.3
12.3
9.7
9.7
Interest expense on
interest‑bearing loans
and borrowings
(25.2)
(25.2)
(21.7)
(21.7)
Interest expense on leases
(2.9)
(2.9)
(2.8)
(2.8)
Financial expense
(28.1)
(28.1)
(24.5)
(24.5)
Gains/(losses) on
instruments measured
at fair value through
profit or loss:
Other economic hedges
13.8
13.8
(9.1)
(9.1)
Net financial expense
relating to defined benefit
pension schemes
(1.9)
(1.9)
(1.9)
(1.9)
Net financial (expense)/
income
(17.7)
13.8
(3.9)
(16.7)
(9.1)
(25.8)
Included in financial instruments are current year trading gains and losses on economically effective
transactions, which, for management reporting purposes, are included in adjusted revenue and
operating profit (Note 3). For statutory purposes, these are shown within net financial income and
expense above. Gains or losses for future year transactions are in respect of financial instruments
held by the Group to provide stability of future trading cash flows.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025161
9. Taxation
IMI operates through subsidiary companies all around the world that pay many different taxes, such
as corporate income taxes, VAT, payroll withholdings, social security contributions, customs import
duties and excise duties. This note aggregates only those corporate income taxes that are or will be
levied on the profits of IMI plc and its subsidiary companies for periods leading up to and including
the balance sheet date. The profits of each company are subject to certain adjustments as specified
by applicable tax laws in each country to arrive at the tax liability that is expected to result on its tax
returns. Where these adjustments have future tax impact, then deferred taxes may also be recorded.
Accounting policy
Current tax payable/receivable represents the expected tax payable/receivable on the taxable
profits for the year, using tax rates enacted or substantively enacted at the balance sheet date
and taking into account any adjustments in respect of prior years.
Deferred tax is provided, using the balance sheet method, on temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes. Deferred tax is not recognised for the following temporary
differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a
transaction that is not a business combination and that affects neither accounting nor taxable
profit, and differences relating to investments in subsidiaries to the extent that the timing of
the reversal of the differences can be controlled and it is probable that the differences will not
reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to
apply when the temporary differences reverse, based on the tax laws that have been enacted or
substantively enacted by the balance sheet date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will
be available against which the temporary difference can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when deferred tax assets and liabilities relate
to income taxes levied by the same taxation authority on either the same taxable entities or
different taxable entities where there is an intention to settle the balances on a net basis.
The Group has applied the temporary exception issued by the IASB in May 2023 from the
accounting requirements for deferred taxes in IAS 12. Accordingly, the Group neither recognises
nor discloses information about deferred tax assets and liabilities related to the OECD Inclusive
Framework agreement for a global minimum corporate income tax rate.
In common with many multinational companies, IMI faces tax audits in jurisdictions around
the world, including in relation to the transfer pricing of goods and services between associated
entities within the Group, the outcomes of which are uncertain. These tax audits may be subject
to inter‑government negotiations. The matters under discussion are often complex and can
take many years to resolve. Tax liabilities are recorded based on Management’s estimate of
either the most likely amount or the expected amount depending on which method is
expected to better reflect the resolution of the uncertainty.
Tax governance, risk and strategy
IMI recognises its corporate responsibility to ensure that all businesses within the IMI Group follow
responsible tax practices to enhance long‑term shareholder value, whilst also contributing to the
public expenditure and the overall welfare of the communities in which it operates. Accordingly, IMI
Group’s Tax Policy sets the core principles of compliance, fairness, value and transparency for the
management of the Group’s tax affairs.
This Policy has been approved by the Board, fully communicated to subsidiary businesses, and is
reviewed to ensure that responsible business practices across the Group are maintained. The Chief
Financial Officer has primary responsibility for all tax matters and keeps the Board apprised of any
significant issues or changes to the Tax Policy. A robust tax governance framework has also been
established under which the Executive Committee and the IMI Board are apprised on a regular basis
of any material or significant tax matters, so that appropriate action can be implemented. Through
our internal communications platform, the Group communicates policies, procedures, guidance and
best practices to improve the management of taxation across its subsidiary companies worldwide.
Compliance: IMI pays and collects significant amounts of taxes around the world as a result of
its business activities. It seeks to manage its taxation obligations worldwide in compliance with
all applicable tax laws and regulations, as well as fully in line with the Group’s Code of Conduct.
Accordingly, the tax contribution by the individual businesses is monitored and robust standard tax
compliance processes operate together with appropriate financial controls to ensure that all tax
returns are complete, accurate and filed on a timely basis with the tax authorities around the world
and the declared taxes are paid on time. Furthermore, the preparation and filing of the corporate
income tax returns for IMI subsidiary companies worldwide have been largely outsourced to one
tax advisory firm.
Tax laws are often complex, which can lead to inconsistent interpretations by different stakeholders.
Where this occurs, IMI may reduce uncertainty and controversy through various actions, including
proactive discussion with the fiscal authorities to obtain early resolution and securing external tax
advice to ensure the robust interpretation of tax laws and practices.
The Group Tax Policy is fully aligned with the Group’s Code of Conduct, which requires the Group
and its employees and agents to act in compliance with applicable laws and with fairness and
integrity in all of its business dealings. IMI has a zero‑tolerance approach to tax evasion and the
facilitation of tax evasion. Consideration of UK legislation regarding third party tax evasion has also
been incorporated into the Group’s prevention procedures, including employee training.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025162
9. Taxation continued
Fairness: IMI seeks to record its profits across the subsidiary companies around the world on
an arm’s length basis in accordance with internationally accepted best practices, recognising
the relative contributions of people, assets, intellectual property and risks borne by the various
businesses. The resulting allocation of profits is regularly tested for compliance with this standard.
IMI has taken action to ensure that it meets the enhanced transfer pricing disclosures and
documentation requirements by tax authorities as a result of the Base Erosion & Profit Shifting
(commonly referred to as ‘BEPS’) initiative by the OECD.
Value: IMI manages the impact of taxation on its businesses in a responsible manner by adopting
only legitimate and commercial positions. In doing so, the Group may make use of legitimate tax
incentives, exemptions and statutory alternatives offered by governments and will look to ensure
that it is not taxed more than once on the same profit. As a UK‑headquartered group, IMI’s profits
are ultimately subject to UK taxation, although as the Group pays significant taxes overseas, the
overall effective tax rate for the Group is slightly different from the UK statutory tax rate.
Transparency: IMI aims to build positive working relationships with tax authorities by cooperating in
a constructive, open and timely manner. IMI seeks to disclose its tax affairs in its published accounts
and taxation returns fully in accordance with the applicable standards and, where appropriate, will
supplement its tax disclosures with further information to better inform, and to be transparent to,
its stakeholders.
Risk: IMI engages external support to manage tax risks and achieve the strategic objectives outlined
above. Tax risks are regularly assessed for all companies within the Group, promptly addressed and
reported so that they may be appropriately provided and disclosed in the relevant accounts and tax
returns. To the extent that identified tax risks are material they will be reported to the Executive
Committee through the Group’s process for strategic risk management as described on page 66.
UK Corporation tax
The average rate of corporation tax in the UK for 2025 was 25.0% (2024: 25.0%).
Tax payments
During the year, the Group made payments of corporate income tax of £99.7m (2024: £97.9m),
principally arising as follows:
Jurisdiction of companies making corporate income tax payments:
A – Germany £7.9m
B – USA £16.6m
C – Italy £8.8m
D – Japan £3.9m
E – Switzerland £12.6m
F – UK £21.3m
G – Sweden £1.6m
H – Austria £0.1m
I – China £4.7m
J – Czech Republic £2.0m
K – South Korea £1.9m
L – India £4.4m
M – Singapore £2.5m
N – Other £9.6m
2024: £97.9m
A
B
C
D
E
F
G
H
I
J
L
K
M
N
A – Germany £10.5m
B – USA £13.6m
C – Italy £7.4m
D – Japan £3.0 m
E – Switzerland £14.3m
F – UK £20.3m
G – Sweden £1.0m
H – Austria £0.7m
I – China £2.0 m
J – Czech Republic £ 3.3m
K – South Korea £3.0m
L – India £5.2m
M – Singapore £3.2m
N – Other £12.2m
2025: £99.7m
A
B
C
D
E
F
G
H
I
J
L
K
M
N
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025163
9. Taxation continued
There is normally an element of volatility in the annual payments of corporate income taxes due to
the timing of assessments, acquisitions and disposals, exceptional items and payments on account
in the many countries in which the Group operates. Changes in the level of profits in the countries
where the Group operates have an impact on tax liabilities which may take time to be reflected in
the tax cash flow.
The level of payments made during 2025 increased slightly compared to 2024. The most significant
differences show a decrease in the US due to the recovery of tax assets, whilst in China the decrease
is due to a tax audit settlement in 2024. Other territorial movements in payments largely reflect shifts
in trading profit. There are also timing differences caused by when the tax assessments are received.
In addition, the Group makes substantial other tax payments relating to employment, consumption,
procurement and investment to tax authorities around the world.
Recognised in the consolidated income statement
This section sets out the current and deferred tax charges, which together comprise the total tax
charge in the consolidated income statement.
2025 2024
£m £m
Current tax charge/(credit)
Current year charge
114.4
89.2
Adjustments in respect of prior years
(8.4)
(3.1)
106.0
86.1
Deferred taxation
Origination and reversal of temporary differences
2.6
(4.2)
Total income tax charge
108.6
81.9
Reconciliation of effective tax rate
As IMI’s head office and parent company are domiciled in the UK, the Group references its effective
tax rate to the UK corporation tax rate, despite only a small portion of the Group’s business being in
the UK. Therefore, the following tax reconciliation applies the UK corporation tax rate for the year
to profit before tax, both before and after adjusting items. The resulting tax charge is reconciled to
the actual tax charge for the Group, by taking account of specific tax adjustments as follows:
2025
2024
Adjusted Adjusting Total Adjusted Adjusting Total
£m £m £m £m £m £m
Profit before tax
442.4
(23.9)
418.5
418.8
(88.4)
330.4
Income tax using the
Company’s domestic rate of
tax of 25.0% (2024: 25.0%)
110.6
(6.0)
104.6
104.7
(22.1)
82.6
Effects of:
Non‑deductible items
6.2
7.5
13.7
1.2
0.1
1.3
Non‑taxable profit/(loss) on
disposal of businesses
0.5
(1.1)
(0.6)
Taxable profit on transfer of
businesses
(3.5)
(3.5)
7.8
7.8
Utilisation of losses on which
no deferred tax had been
recognised
(2.8)
(2.8)
Current year losses for which
no deferred tax asset has
been recognised
0.3
0.3
0.5
0.5
Recognition of deferred tax
asset on previously unprovided
timing differences
(3.1)
(3.1)
Change in future rate in
deferred tax
(0.2)
(1.3)
(1.5)
Pillar 2 (OECD Global Minimum
Tax)
2.8
2.8
1.0
1.0
Differing tax rates
(6.3)
(0.4)
(6.7)
(6.3)
(0.2)
(6.5)
Adjustments to prior year
current and deferred tax
charges
(1.0)
(0.1)
(1.1)
3.3
(1.6)
1.7
Total tax in consolidated
income statement
112.4
(3.8)
108.6
101.8
(19.9)
81.9
Income tax expense reported
in the consolidated
income statement
112.4
(3.8)
108.6
101.8
(19.9)
81.9
Effective rate of tax:
25.4%
25.9%
24.3%
24.8%
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025164
9. Taxation continued
Changes to the rate of German corporate income tax were substantially enacted to reduce the rate
from 15% to 14% in 2028, and by 1% per annum thereafter until 2032. The impact of these changes
results in an overall credit of £1.5m to the consolidated income statement and a charge of £0.7m to
other comprehensive income as a result of the remeasurement of associated deferred tax. There
were no changes to the rates of other taxes on profit in Germany.
Recognised outside of the consolidated income statement
In addition to amounts charged to the consolidated income statement, some current tax and
deferred tax is charged/(credited) directly to equity or through other comprehensive income, which
can be analysed as follows:
2025 2024
£m £m
Deferred tax:
On equity‑settled transactions
(1.1)
–
On remeasurement gains and on defined benefit plans
1.5
(0.2)
Effect of rate change on previously recognised transactions
0.7
1.1
(0.2)
Current tax:
On change in value of effective net investment hedge derivatives
1.2
2.9
On equity‑settled transactions
0.6
0.1
On defined benefit plans
(0.3)
–
1.5
3.0
Total
2.6
2.8
Of which the following amounts are charged/(credited):
to the statement of comprehensive income
3.1
2.7
to the statement of changes in equity
(0.5)
0.1
2.6
2.8
Recognised deferred tax assets and liabilities
Deferred taxes record the tax consequences of temporary differences between the accounting and
taxation recognition of certain items, as explained below:
Assets
Liabilities
Net
2025 2024 2025 2024 2025 2024
£m £m £m £m £m £m
Property, plant and equipment
2.5
1.7
(15.3)
(11.3)
(12.8)
(9.6)
Intangible assets – Goodwill
0.3
0.3
(27.1)
(27.6)
(26.8)
(27.3)
Intangible assets – Other
7.9
4.7
(24.5)
(29.0)
(16.6)
(24.3)
Deferred development costs
12.7
12.6
(0.8)
(0.6)
11.9
12.0
Inventories
11.8
9.6
(1.3)
(0.9)
10.5
8.7
Revaluation of derivatives
0.8
1.2
(1.4)
(0.6)
(0.6)
0.6
Pension and share‑based
payments
12.7
13.3
(2.0)
(0.3)
10.7
13.0
Short‑term timing differences
22.5
23.4
(13.0)
(10.0)
9.5
13.4
Other tax credits and losses
3.0
4.0
–
–
3.0
4.0
74.2
70.8
(85.4)
(80.3)
(11.2)
(9.5)
Offsetting within tax
jurisdictions
(43.2)
(46.6)
43.2
46.6
–
–
Total deferred tax assets
and liabilities
31.0
24.2
(42.2)
(33.7)
(11.2)
(9.5)
Reflected in the balance sheet
as follows:
Deferred tax asset/(liability)
31.0
24.2
(40.9)
(33.7)
(9.9)
(9.5)
Liability held for sale
(1.3)
(1.3)
31.0
24.2
(42.2)
(33.7)
(11.2)
(9.5)
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025165
9. Taxation continued
The movement in the net deferred tax balances has been recognised in the financial statements, as
analysed below:
Recognised Recognised
in the outside the
Balance at income income Acquisitions/ Balance at
1 Jan 25 statement statement Exchange disposals 31 Dec 25
£m £m £m £m £m £m
Property, plant and
equipment*
(9.6)
(3.5)
0.3
(12.8)
Intangible assets –
Goodwill*
(27.3)
(1.3)
1.8
(26.8)
Intangible assets –
Other*
(24.3)
7.2
0.5
(16.6)
Deferred development
costs*
12.0
0.9
(1.0)
11.9
Inventories
8.7
2.1
(0.3)
10.5
Revaluation of
derivatives
0.6
(1.2)
(0.6)
Pension and share‑
based payments
13.0
(1.4)
(1.1)
0.2
10.7
Short‑term timing
differences
13.4
(4.3)
0.4
9.5
Other tax credits and
losses
4.0
(1.1)
0.1
3.0
Net deferred tax
(liability)/asset
(9.5)
(2.6)
(1.1)
2.0
(11.2)
Recognised Recognised
in the outside the
Balance at income income Acquisitions/ Balance at
1 Jan 24 statement statement Exchange disposals 31 Dec 24
£m £m £m £m £m £m
Property, plant and
equipment
(6.5)
(3.3)
0.2
(9.6)
Intangible assets –
Goodwill
(25.7)
(1.5)
(0.1)
(27.3)
Intangible assets –
Other
Deferred development
(28.3)
6.1
0.3
(2.4)
(24.3)
costs
5.9
6.1
12.0
Inventories
5.6
3.1
8.7
Revaluation of
derivatives
(0.6)
1.2
0.6
Pension and share‑
based payments
13.5
(0.3)
0.2
(0.4)
13.0
Short‑term timing
differences
24.1
(10.0)
(0.9)
0.2
13.4
Other tax credits and
losses
1.4
2.8
(0.2)
4.0
Net deferred tax
(liability)/asset
(10.6)
4.2
0.2
(1.1)
(2.2)
(9.5)
All exchange movements are taken through the translation reserve.
* During the current year, the Group has reviewed the presentation of non‑current assets to improve clarity and
consistency with IFRS disclosure requirements. As a result, prior year comparative amounts have been
re‑presented to disaggregate the previously reported line item “Intangible and tangible fixed assets” into the
following component categories; Property, plant and equipment, Intangible assets – goodwill, Intangible
assets – other and Deferred development costs.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025166
9. Taxation continued
Unrecognised deferred tax assets and liabilities
Deferred tax assets are reviewed at each reporting date. Deferred tax assets have not been
recognised for the following temporary differences:
2025
2024
Gross Tax Gross Tax
amount effected amount effected
£m £m £m £m
Tax losses expiring:
Within 10 years
3.2
0.8
1.0
0.2
Available indefinitely
14.9
3.1
9.2
2.0
Capital losses expiring:
Within 10 years
–
–
–
–
Available indefinitely
113.6
28.5
105.8
26.5
Surplus interest expiring:
Within 10 years
0.6
0.1
0.6
0.1
Available indefinitely
–
–
–
–
Other temporary differences:
Within 10 years
39.1
2.4
46.4
3.2
Available indefinitely
–
–
–
–
171.4
34.9
163.0
32.0
Deferred tax assets have not been recognised for these temporary differences due to uncertainty
over suitable future taxable profits and therefore their ability to be recovered. In assessing the
probability of recovery, the Group assesses the likelihood of them being recovered within a
reasonably foreseeable time frame, this being typically a minimum of five years, taking into account
the future expected profit profile business model of the relevant company and country. The Group
also considers the nature of the temporary differences, and any potential legislative restrictions on
use. In some instances, these amounts are yet to be accepted by the tax authorities and could be
challenged. The majority of these amounts have no expiry date as noted in the table above.
It is likely that the majority of unremitted earnings of overseas subsidiaries would qualify for the UK
dividend exemption. However, £206.5m (2024: £175.6m) of those earnings may still result in a tax
liability, principally as a result of withholding taxes levied by the overseas jurisdictions in which
those subsidiaries operate. These tax liabilities are not expected to exceed £11.5m (2024: £9.8m),
of which £10.3m (2024: £7.2m) has been provided on the basis that the Group expects to remit
these amounts.
10. Dividends
Accounting policy
Dividends are recognised as a liability in the period in which they are approved by shareholders.
Dividends
After the balance sheet date, the following dividends were proposed by the directors. The dividends
have not been provided for and there are no income tax consequences.
2025 2024
£m £m
Current year final dividend – 2 3. 2p per qualifying ordinary share (2024: 21 .1p)
57.1
53.9
The following dividends were declared and paid by the Group during the year:
2025 2024
£m £m
Prior year final dividend paid – 21.1p per qualifying ordinary share (2024 final
year dividend: 19.2p)
53.5
50.0
Current year interim dividend paid – 11p per qualifying ordinary share (2024:
10.0p)
27.1
26.0
80.6
76.0
Dividend policy and share buybacks
As part of the capital management process, the Group ensures that adequate reserves are available
in IMI plc in order to meet proposed shareholder dividends, the purchase of shares for employee
share scheme incentives and any on‑market share buyback programme.
The Group does not have a formal dividend policy or pay out ratio. The Group’s aim is to continue
with progressive dividends which typically increase at a steady rate for both the interim and final
dividend payments. In the event that the Board cannot identify sufficient investment opportunities
through capital expenditure, organic growth initiatives and acquisitions, the return of funds to
shareholders through share buybacks or special dividends will be considered. It should be noted
that a number of shares are regularly bought in the market by an employee benefit trust, in order
to hedge the exposure under certain management incentive plans. Details of these purchases are
shown in Note 22 to the financial statements.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025167
11. Intangible assets
Accounting policy
Intangible assets are disclosed as acquired intangible assets and non‑acquired intangible assets. Amortisation of acquired intangible assets is treated as an adjusting item, as described in Note 3, as the
impact of any acquisitions, which are clearly identifiable, can materially impact the net book value, from period to period.
i. Goodwill
Goodwill is initially measured at cost, being the excess of the aggregate of the acquisition date fair value of the consideration transferred over the net identifiable amounts of the assets acquired and the
liabilities assumed for the business combination. After initial recognition, goodwill is measured at cost, less any accumulated impairment losses. The value of the goodwill can arise from a number of
sources, but in relation to our more recent acquisitions, it has been represented by post‑acquisition synergies and the skills and knowledge of the workforce.
ii. Research and development
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in the consolidated income statement as an expense
as incurred.
Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalised provided
benefits are probable, cost can be reliably measured and if, and only if, the product or process is technically and commercially feasible and the Group has sufficient resources and intention to complete
development. The expenditure capitalised includes the cost of materials, direct labour and directly attributable overheads. Other development expenditure is recognised in the consolidated income
statement as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation (see below) and impairment losses (see accounting policy ‘Impairment’) and is
included in the other acquired or other non‑acquired category of intangible assets depending on its origin.
iii. Software development costs
Software applications and systems that are not an integral part of their host computer equipment are capitalised on initial recognition as intangible assets at cost. Cost comprises the purchase price plus
directly attributable costs incurred on development of the asset to bring it into use. Following initial recognition, software development costs are carried at cost less any accumulated amortisation (see
below) and accumulated impairment losses (see accounting policy ‘Impairment’) and are included in the other acquired or other non‑acquired category of intangible assets depending on their origin.
iv. Customer relationships and other acquired intangible assets
Customer relationships and other intangible assets that are acquired by the Group as part of a business combination are stated at their fair value calculated by reference to the net present value
of future benefits accruing to the Group from utilisation of the asset, discounted at an appropriate discount rate.
Expenditure on other internally generated intangible assets is recognised in the consolidated income statement as an expense as incurred.
v. Amortisation of intangible assets other than goodwill
Amortisation is charged to the consolidated income statement on a straight‑line basis (other than for customer relationships and order book, which are charged on a sum of digits basis) over the
estimated useful lives of the intangible assets. Amortisation commences from the date the intangible asset becomes available for use. The estimated useful lives for:
– Capitalised development costs are the life of the intangible asset (usually a maximum of 17 years)
– Software development costs are the life of the intangible asset (up to 17 years)
– Customer relationships are the life of the intangible asset (up to 17 years)
– Other intangible assets (including order books, brands and software) are the life of the intangible asset (up to 15 years)
The Group splits its intangible assets between those arising on acquisitions and those which do not, because the amortisation of acquired intangibles is recognised as an adjusting item in the
income statement.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025168
11. Intangible assets continued
Analysis of intangible assets
Non-
acquired
Acquired Other intangibles Other
customer acquired Development Software under intangible
Goodwill relationships intangibles costs* costs* construction assets
£m £m £m £m £m £m £m
Cost
As at 1 January 2024
717.4
357.0
230.6
94.0
108.6
9.6
799.8
Exchange adjustments
(14.2)
(6.6)
(5.7)
(5.2)
0.7
(0.3)
(17.1)
Acquisitions
11.5
1.4
8.1
9.5
Additions
7.5
3.6
5.1
16.2
Transfers from assets in the course of construction
2.8
(2.8)
–
Disposal of subsidiaries
(0.7)
(0.7)
Disposals
(8.4)
(4.0)
(2.5)
(6.5)
As at 31 December 2024
706.3
351.8
233.0
91.6
113.2
11.6
801.2
Exchange adjustments
(4.9)
(1.7)
(1.2)
1.3
5.3
0.4
4.1
Additions
6.5
3.1
6.8
16.4
Transfers from assets in the course of construction
2.1
(2.1)
Disposals
(0.8)
(1.7)
(0.5)
(3.0)
Assets held for sale
(13.6)
(0.8)
(0.8)
As at 31 December 2025
687.8
350.1
231.8
98.6
121.2
16.2
817.9
Amortisation
As at 1 January 2024
37.1
251.1
136.5
62.0
72.8
522.4
Exchange adjustments
(1.7)
(6.3)
(5.6)
(1.5)
(4.1)
(17.5)
Disposal of subsidiaries
(0.1)
(0.1)
Disposals
(4.4)
(2.1)
(6.5)
Impairment
0.9
0.9
Amortisation
18.0
10.2
6.2
13.6
48.0
As at 31 December 2024
35.4
262.8
141.1
62.2
81.1
547.2
Exchange adjustments
1.6
0.9
1.9
1.2
3.6
7.6
Disposals
(0.8)
(1.3)
(2.1)
Assets held for sale
(0.6)
(0.6)
Impairment
1.3
0.1
1.4
Amortisation
15.2
10.4
6.3
11.2
43.1
As at 31 December 2025
37.0
278.9
153.4
70.2
94.1
596.6
Net book value at 31 December 2024
670.9
89.0
91.9
29.4
32.1
11.6
254.0
Net book value at 31 December 2025
650.8
71.2
78.4
28.4
27.1
16.2
221.3
*Prior year comparatives for “Other non‑acquired intangibles” have been re‑presented to reconcile the carrying amounts at the beginning and end of the reporting period for Development costs and Software costs.
The individually significant acquired customer relationships includes £29.4m (2024: £37.0m) in Adaptas Solutions LLC, £16.2m (2024: £17.7m) in Bahr Modultechnik GmbH and £17.4m (2024: £20.8m
in Heatmiser UK Limited, which have 10 to 14 years of amortisation remaining. The only individually significant other acquired intangibles is the Adaptas brands, with a net book value of £22.3m
(2024: £26.8m), which have 6 to 11 years of amortisation remaining.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025169
11. Intangible assets continued
Goodwill impairment testing
Accounting policy
For the purpose of impairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the Group’s cash‑generating units (or groups of ’CGUs’). The
composition of CGUs reflects both the way in which cash inflows are generated and the internal
reporting structure. Where our businesses operate closely with each other we will continue to review
whether they should be treated as a single CGU. Each unit or group of units to which goodwill is
allocated represents the lowest level within the entity at which the goodwill is monitored for internal
management purposes and shall not be larger than an operating segment before aggregation.
Where goodwill forms part of a CGU and part of the operation within that unit is disposed of,
the goodwill associated with the operation disposed of is included in the carrying amount
of the operation when determining the gain or loss on disposal of the operation. Goodwill
disposed of in this circumstance is measured based on the relative values of the operation
disposed of and the portion of the CGU retained.
Impairment
The carrying values of the Group’s non‑financial assets other than inventories and deferred tax
assets, are reviewed at each balance sheet date to determine whether impairment indicators exist.
If indicators exist, the recoverable amount of the asset or all assets within its CGU is estimated.
An impairment loss is recognised whenever the carrying amount of an asset or its CGU unit
exceeds its recoverable amount. Impairment losses are recognised in the consolidated income
statement.
For goodwill and assets that are not yet available for use, the recoverable amount is evaluated
at each balance sheet date.
The recoverable amount of non‑financial assets is the greater of their fair value less costs to sell and
value in use. In assessing value in use, an individual assessment is made of the estimated future cash
flows generated for each CGU derived from the Group’s long‑term forecasts for the next five years
with due consideration to climate‑related risks. These are discounted to their present value using a
pre‑tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset. Management believe that this approach, including the use of the indefinite
cash flow projection, is appropriate based upon both historical experience and because it is one of
the bases management utilise to evaluate the fair value of investment opportunities. For an asset
that does not generate largely independent cash inflows, the recoverable amount is determined
for the smallest cash‑generating unit to which the asset belongs.
Reversals of impairment
Impairments of goodwill are non‑reversible. In respect of other assets, an impairment loss is
reversed if at the balance sheet date, there are indications that the loss has decreased or no
longer exists following 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.
The Group has 11 (2024: 11) cash‑generating units to which goodwill is allocated.
The recoverable amount of a CGU is the higher of its fair value less costs to sell and its value in use.
Value in use is determined using cash flow projections from financial budgets, forecasts and plans
approved by the Board covering a five‑year period, and include a terminal value multiple. The
projected cash flows reflect the latest expectation of demand for products and services, including
consideration of the future impacts of climate change, which is considered as part of the Group’s
five‑year strategic planning process.
The key assumptions in these calculations are the long‑term growth rates and the discount rates
applied to forecast cash flows, in addition to the achievement of the forecasts themselves. Long‑
term growth rates are based on long‑term economic forecasts for growth in the manufacturing
sector in the geographical regions in which the cash‑generating unit operates. Pre‑tax discount
rates specific to each cash‑generating unit are calculated by adjusting country and region‑specific
post‑tax weighted average cost of capital (WACC) for specific country risk premium, the Group’s size
risk premium and tax rate relevant to the jurisdiction in which the cash flows are generated.
This exercise resulted in the use of the following ranges of values for the key assumptions:
2025 2024
% %
Discount rate
13.4-16.1
11.8‑15.9
Short‑term growth rate
5.7-15.5
2.7‑22.4
Long‑term growth rate
0.7-1.8
0.7‑2.1
For the purpose of assessing the significance of CGUs, the Group uses a threshold of 10% of the
total goodwill balance. The recoverable amount of the CGUs is determined from a value in use
calculation and the key assumptions used in this calculation are the discount rate, growth rate and
operating cash flows. These estimates are determined using the methodology discussed above and
for those CGUs considered to be significant, outlined in the following table.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025170
11. Intangible assets continued
Short-term Long-term
Discount growth growth
Goodwill rate rate rate
2025 £m % % %
CGU
Life Science & Fluid Control
184.2
14.3
7.5
0.7
Process Automation – Petrochemical & Isolation
114.0
15.2
5.7
0.7
Process Automation – Control Valves
94.0
16.1
5.7
1.8
Climate Control Europe
101.1
13.4
7.8
1.8
Short‑term Long‑term
Discount growth growth
Goodwill rate rate rate
2024 £m % % %
CGU
Life Science & Fluid Control
194.9
13.6
2.7
0.7
Process Automation – Petrochemical & Isolation
109.7
15.9
4.8
0.7
Process Automation – Control Valves
91.6
15.8
4.8
2.1
Climate Control Europe
99.1
11.8
9.2
1.2
Excluding Assets held for sale, the carrying amount of goodwill allocated to CGUs deemed to be
non‑significant is £157.5m (2024: £175.6m).
Sensitivity to changes in assumptions
The key estimates reflect the combination of assumptions used, including the long‑term growth
rates and the discount rate applied to forecast cash flows, in addition to the achievement of the
forecasts themselves.
The directors do not consider that any reasonably possible changes to the key assumptions would
cause the carrying amount to materially exceed the recoverable amount of the CGU.
The aggregate amount of goodwill arising from acquisitions prior to 1 January 2004 that had been
deducted from the profit and loss reserves and incorporated into the IFRS transitional balance sheet
as at 1 January 2004, amounted to £364m. The cumulative impairment recognised in relation to
goodwill is £41m (2024: £41m).
12. Property, plant and equipment
This note details the physical assets used by the Group to generate revenues and profits, in addition
to those disclosed in Note 13 ‘Leases’. These assets include manufacturing, distribution and office
sites, and equipment used in the manufacture of the Group’s products. The cost of these assets
represents the amount initially paid for them.
Accounting policy
Freehold land and assets in the course of construction are not depreciated.
Items of property, plant and equipment are stated at cost less accumulated depreciation and
impairment losses (see Note 11).
Where an item of property, plant and equipment comprises major components having different
useful lives, they are accounted for as separate items of property, plant and equipment. Costs in
respect of tooling owned by the Group for clearly identifiable new products are capitalised net
of any contribution received from customers and are included in plant and equipment.
Depreciation is charged to the consolidated income statement, from the date the asset is
brought in to use, on a straight‑line basis (unless such a basis is not aligned with the anticipated
benefit) so as to write down the cost of assets to residual values over the period of their
estimated useful lives within the following ranges:
– Freehold buildings – 25 to 50 years
– Plant and equipment – 3 to 20 years
The useful lives of assets could be reduced by climate‑related matters, for example as a result
of physical risks, obsolescence, or legal restrictions. The change in useful lives would have a
direct impact on the amount of depreciation or amortisation recognised each year from the
date of reassessment.
Assets in the course of construction comprise assets that are not currently ready to be brought
in to use. Assets under construction are not depreciated.
If there has been a technological change or decline in business performance, the directors review
the value of the assets to ensure they have not fallen below their depreciated value. If an asset’s
value falls below its depreciated value, a one‑off impairment charge is made against profit.
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025171
12. Property, plant and equipment continued
Assets in the
Land and Plant and course of
buildings equipment construction Total
£m £m £m £m
Cost
As at 1 January 2024
199.9
728.7
35.3
963.9
Exchange adjustments
(6.1)
(25.1)
(2.3)
(33.5)
Acquisitions
0.1
0.1
Additions
18.6
21.9
34.8
75.3
Transfers from assets in the course of
construction
12.4
24.7
(37.1)
Disposal of subsidiaries
(2.0)
(2.0)
Disposals
(31.5)
(66.4)
(0.1)
(98.0)
As at 31 December 2024
193.4
681.8
30.6
905.8
Exchange adjustments
(0.7)
17.9
0.9
18.1
Additions
33.3
28.8
20.2
82.3
Transfers from assets in the course of
construction
1.4
19.4
(20.8)
–
Disposals
(11.3)
(39.2)
(1.2)
(51.7)
Assets held for sale
(12.2)
(12.2)
As at 31 December 2025
216.1
696.5
29.7
942.3
Depreciation
As at 1 January 2024
106.8
556.7
–
663.5
Exchange adjustments
(4.1)
(16.8)
(20.9)
Disposal of subsidiaries
(1.4)
(1.4)
Disposals
(16.6)
(63.5)
(80.1)
Impairment charge
0.3
0.9
1.2
Depreciation
4.9
37.4
42.3
As at 31 December 2024
91.3
513.3
–
604.6
Exchange adjustments
0.9
15.3
16.2
Disposals
(7.0)
(36.9)
(43.9)
Assets held for sale
(3.8)
(3.8)
Impairment charge
0.1
0.1
Depreciation
4.5
38.2
42.7
As at 31 December 2025
89.7
526.2
615.9
NBV at 31 December 2024
102.1
168.5
30.6
301.2
NBV at 31 December 2025
126.4
170.3
29.7
326.4
An impairment charge of £0.1m was recognised during the year (2024: £1.2m). The recoverable
amount of these assets has been determined using their fair value less costs to sell, estimated by
both internal and external valuation specialists. Group contracts in respect of future capital
expenditure that had been placed at the balance sheet date amounted to £5.0m (2024: £20.3m).
13. Leases
Accounting policy
The Group leases various properties, plant, equipment and cars. Rental contracts are
negotiated individually and have a range of initial terms, and may have extension options.
The lease agreements do not impose any covenants, but leased assets may not be used as
security for borrowing purposes.
Leases are recognised as a right‑of‑use asset and a corresponding liability at the date at which
the leased asset is available for use by the Group. Each lease payment is allocated between the
liability and finance cost. The finance cost is charged to the consolidated income statement
over the lease period, so as to produce a constant periodic rate of interest on the remaining
balance of the liability for each period. The right‑of‑use asset is depreciated over the shorter of
the asset’s useful life and the lease term on a straight‑line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis.
Lease liabilities include the net present value of:
i. fixed payments less any lease incentives receivable;
ii. variable lease payments that are based on an index or a rate;
iii. amounts expected to be payable by the Group under residual value guarantees;
iv. the exercise price of a purchase option if the Group is reasonably certain to exercise
that option; and
v. payments of penalties for terminating the lease, if the lease term reflects the Group
exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate
cannot be determined, the entity’s incremental borrowing rate is used, being the rate that the
entity would have to pay to borrow the funds necessary to obtain an asset of similar value in
a similar economic environment with similar terms and conditions.
Right‑of‑use assets are measured at cost, comprising:
i. the amount of the initial measurement of lease liability;
ii. any lease payments made at or before the commencement date less any lease incentives
received; and
iii. restoration costs.
Payments associated with short‑term leases and leases of low‑value assets are recognised on a
straight‑line basis as an expense in profit or loss. Short‑term leases are leases with a lease term of
12 months or less. Low‑value assets comprise IT‑equipment and small items of office furniture.
Extension and termination options – extension and termination options are included in a number
of property and equipment leases across the Group. These terms are used to maximise operational
flexibility in terms of managing contracts. The majority of extension and termination options held
are exercisable only by the Group and not by the respective lessor.
The contractual maturity of the leases is disclosed in Note 19.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025172
13. Leases continued
Set out below are the carrying amounts of right‑of‑use assets recognised and the movements
during the period:
Land and Plant and
buildings equipment Total
£m £m £m
As at 1 January 2024
85.1
14.5
99.6
Additions
4.3
8.3
12.6
Extensions
10.3
0.8
11.1
Payment changes
2.4
0.3
2.7
Terminations
(5.4)
(0.6)
(6.0)
Impairment
(0.3)
–
(0.3)
Depreciation expense
(20.9)
(7.8)
(28.7)
Exchange
(3.1)
(0.3)
(3.4)
As at 31 December 2024
72.4
15.2
87.6
Additions
2.4
7.3
9.7
Extensions
3.2
0.7
3.9
Payment changes
7.6
0.1
7.7
Terminations
(1.3)
(0.3)
(1.6)
Depreciation expense
(19.4)
(8.1)
(27.5)
Exchange
3.0
0.5
3.5
Asset Held for Sale
(4.1)
(0.1)
(4.2)
As at 31 December 2025
63.8
15.3
79.1
Set out below are the carrying amounts of lease liabilities and the movements during the period:
Land and Plant and
buildings equipment Total
£m £m £m
As at 1 January 2024
86.4
13.8
100.2
Additions
4.3
8.3
12.6
Extensions
10.3
0.8
11.1
Payment changes
2.5
0.4
2.9
Terminations
(6.0)
(0.6)
(6.6)
Accretion of interest
2.5
0.3
2.8
Payments
(23.3)
(8.1)
(31.4)
Exchange
(2.2)
(0.3)
(2.5)
As at 31 December 2024
74.5
14.6
89.1
Additions
2.3
7.2
9.5
Extensions
2.5
0.7
3.2
Payment changes
7.4
0.1
7.5
Terminations
(0.8)
(0.3)
(1.1)
Accretion of interest
2.5
0.4
2.9
Payments
(22.4)
(8.3)
(30.7)
Exchange
2.3
0.4
2.7
Asset Held for Sale
(4.9)
(0.1)
(5.0)
As at 31 December 2025
63.4
14.7
78.1
Current
17.2
6.6
23.8
Non-current
46.2
8.1
54.3
The following are the amounts recognised in the consolidated income statement:
2025 2024
£m £m
Depreciation expense of right‑of‑use assets
(27.5)
(28.7)
Interest expense on lease liabilities
(2.9)
(2.8)
Total amount recognised in profit or loss
(30.4)
(31.5)
Practical expedients applied
The Group has used the following practical expedients permitted by the standard:
i. the use of a single discount rate to a portfolio of leases with reasonably similar characteristics.
ii. the Group has elected not to present short‑term lease expenses separately, as permitted under
IAS 1, as these amounts are not material to the financial statements. Such expenses are included
within operating costs.
Future cash outflows that the Group is potentially exposed to in relation to the measurement of
lease liabilities that have not been reflected is £nil (2024: £nil).
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025173
14. Retirement benefits
Accounting policy
i. Defined contribution (DC) pension plans
Arrangements where the employer pays fixed contributions into an external fund on behalf of
the employee (who is responsible for making the investment decision and, therefore, assumes
the risks and rewards of fund performance).
Contributions to defined contribution pension plans are recognised as an expense in the
consolidated income statement as incurred.
ii. Defined benefit (DB) pension plans
A defined benefit pension plan is a pension arrangement in which the employer promises a
specified annual benefit on retirement that is predetermined by a formula based on the
employee’s earnings history, tenure of service and age, rather than depending directly on
individual investment returns. In some cases, this benefit is paid as a lump sum on leaving the
Company or while in the service of the Company, rather than as a pension. The Group
underwrites one or more risks in meeting these obligations and therefore any net liability or
surplus in these arrangements is shown on the Group balance sheet.
The Group’s net obligation in respect of defined benefit pension plans is calculated separately
for each plan by estimating the amount of future benefit that employees have earned in return
for their service in the current and prior periods; that benefit is discounted to determine its
present value, and the fair value of any plan assets are deducted. Past service costs are
recognised in profit or loss on the earlier of the date of the plan amendment or curtailment, and
the date that the Group recognises restructuring‑related costs. The discount rate is the yield at
the balance sheet date on high‑quality corporate bonds of the appropriate currency that have
durations approximating those of the Group’s obligations. The calculation is performed by a
qualified actuary using the projected unit credit method. At each year‑end the Company and
the local actuaries consider whether the plans are affected by the asset ceiling requirements.
When the calculation results in a net asset to the Group, the recognised asset is limited to the
present value of any future refunds from the plan or reductions in future contributions to the
plan and restricted by any relevant asset ceiling. Any deduction made by the tax authorities in
the event of a refund of a surplus would be regarded by the Group as an income tax.
When the benefits of a plan are improved, the expense is recognised immediately in the
consolidated income statement. Remeasurement gains and losses are recognised immediately
in equity and disclosed in the statement of comprehensive income.
iii. Long-term service and other post-employment benefits
The Group’s net obligation in respect of long‑term service and other post‑employment
benefits, other than pension plans, is the amount of future benefit that employees have earned
in return for their service in the current and prior periods. The obligation is calculated using the
projected unit credit method and is discounted to its present value, and the fair value of any
related assets is deducted. The discount rate is the yield at the balance sheet date on high‑
quality bonds of the appropriate currency that have durations approximating those of the
Group’s obligations.
Summary information
Net pension deficit: £37.3m (2024: deficit of £47.4m)
The assets and liabilities of the defined benefit schemes are aggregated, recognised in the
consolidated balance sheet and shown within non‑current liabilities or in non‑current assets
if a scheme is in surplus and it is deemed recoverable.
Number of DB arrangements: 70 (2024: 70)
There has been no change to the number of schemes during the year.
The following table shows a summary of the geographical profile of the Group’s defined
benefit schemes:
Net
(deficit)/
Quantity Quantity Assets Liabilities surplus
2025 2024 £m £m £m
Australia
3
3
(0.3)
(0.3)
Austria
6
6
(2.7)
(2.7)
France
2
3
0.2
(0.6)
(0.4)
Germany
31
30
6.3
(40.3)
(34.0)
India
6
6
(1.6)
(1.6)
Italy
6
6
(0.9)
(0.9)
Mexico
5
5
(1.6)
(1.6)
Spain
2
2
–
–
Switzerland
5
5
99.1
(92.3)
6.8
UAE
1
1
(1.4)
(1.4)
US*
2
2
(1.5)
(1.5)
UK
1
1
26.5
(26.2)
0.3
Total
70
70
132.1
(169.4)
(37.3)
* The US deficit above excludes £0.2m of assets relating to unqualified plans classified as investments
(see Note 17).
As at 31 December 2025, the Group has recognised a net defined benefit surplus of £0.3m
(2024: deficit of £3.3m) for the UK Deferred Fund.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025174
14. Retirement benefits continued
The Group provides pension benefits through a mixture of funded and unfunded DB and DC arrangements.
Assessments of the obligations of the defined benefit plans are carried out by actuaries, based on the
projected unit credit method. A historical split of the types of defined benefit schemes in operation is
as follows:
% of total % of total
Quantity Assets assets Liabilities liabilities
Type of scheme No. £m % £m %
2025
Final salary
*
25
27.2
20.5%
(61.1)
36.1%
Cash balance
**
12
99.3
74.8%
(93.7)
55.3%
Jubilee awards
***
14
–
–
(2.5)
1.5%
Other
19
6.2
4.7%
(12.1)
7.1%
Total
70
132.7
100%
(169.4)
100%
Asset ceiling
(0.6)
Revised assets
132.1
2024
Final salary
*
25
268.1
73.9%
(305.6)
74.6%
Cash balance
**
12
88.6
24.4%
(89.9)
21.9%
Jubilee awards
***
14
–
(2.4)
0.6%
Other
19
6.1
1.7%
(12.1)
3.0%
Total
70
362.8
100%
(410.0)
100%
Asset ceiling
(0.2)
Revised assets
362.6
* Final salary scheme: The pension available to a member in a final salary arrangement will be a proportion of
the member’s salary at or around their retirement date. This proportion will be determined by the member’s
length of pensionable service, their accrual rate and any particular circumstances under which the member
retires (for example early ill‑health retirement).
** Cash balance: A cash balance scheme is a form of defined benefit pension under which the member has the
right to a defined lump sum on retirement rather than a defined amount of pension receivable. For example,
a cash balance plan may have minimum or guaranteed rates of return on pension contributions. The amount
of pension to which that lump sum may be converted is determined by the annuity rates prevailing at the time
of conversion.
*** Jubilee awards: Jubilee plans provide for cash award payments that are based on completed lengths of
service. These payments are often made on cessation of service with the Company, subject to a minimum
period of service.
Asset profile of schemes
The following table sets out the profile of the overall assets of the schemes (to give an indication
of their risk profile), the comparative amounts of the funded and unfunded defined benefit liabilities
(DBOs) and a split of the balance sheet impact between schemes with a net pension surplus and
a net pension deficit.
2025 2024
£m £m
Quoted equities
29.8
25.6
Quoted bonds
31.7
27.5
Total quoted assets
61.5
53.1
Unquoted equities
9.9
25.7
Insurance policies*
31.3
261.0
Property
21.9
14.6
Other**
17.2
8.4
UK pension loan
(9.1)
–
Total unquoted assets
71.2
309.7
Fair value of assets
132.7
362.8
Restriction due to an asset ceiling
(0.6)
(0.2)
DBOs for funded schemes
(125.4)
(366.4)
DBOs for unfunded schemes
(44.0)
(43.6)
Deficit for DBOs
(37.3)
(47.4)
Schemes in net pension deficit
(44.4)
(48.5)
Schemes in net pension surplus
7.1
1.1
* The value of the insurance policies matches the value of the IAS 19 liabilities insured.
** ‘Other’ assets primarily consists of cash, currency swaps and UK commercial real estate debt.
The overseas assets of £106.2m (2024: £95.0m) comprise equities of £29.8m (2024: £25.6m), bonds
of £31.8m (2024: £27.5m), insurance of £6.7m (2024: £6.4m), property of £21.8m (2024: £14.6m) and
other assets of £16.1m (2024: £20.9m). This excludes the impact of the restriction due to the asset
ceiling of £0.6m (2024: £0.2m) associated with schemes in Switzerland and Germany.
Funded: The majority of the Group defined benefit and other post‑employment benefit arrangements
are funded, which means that they are linked to specific plan assets that have been segregated in a
trust or foundation.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025175
14. Retirement benefits continued
Unfunded: Plans that are not funded are those that are not backed by segregated assets. These
include not only some pension plans but also a number of other long‑term arrangements for the
benefit of our employees, with benefits payable while they are employed by the Group but more
than 12 months after the related service is rendered. Actuarial gains and losses on other long‑term
arrangements are recognised in the consolidated income statement in the period in which they arise.
Average duration by geography
The following table shows the weighted average number of years (or duration) over which pension
benefits are expected to be paid.
Location
2025
2024
UK
12.0
14.0
Switzerland
15.5
15.6
US
6.0
6.1
Eurozone
10.7
11.6
The UK Funds
The United Kingdom constitutes 15% (2024: 66%) of total defined benefit liabilities and 20% (2024: 74% )
of total defined benefit assets. Historically, the IMI Pension Fund offered final salary benefits to UK
employees until it closed to new entrants in 2005 and to future accrual on 31 December 2010. In
December 2014, winding‑up procedures commenced and those members who were not eligible
or did not take up the offer of a single cash lump sum transferred to one of two new Funds (the IMI
2014 Pensioner Fund or the IMI 2014 Deferred Fund – the UK Funds). Ongoing pension benefits in the
UK are provided via the trustee’s defined contribution plan – The IMI Retirement Savings Plan. All UK
pension assets are run on behalf of the trustee by the Board of the IMI Common Investment Fund.
Court ruling
The Virgin Media Ltd v NTL Pension Trustees II decision, handed down by the High Court on 16 June
2023 considered the implications of section 37 of the Pension Schemes Act 1993. Section 37 of the
Pension Schemes Act 1993 only allowed the rules of contracted‑out schemes in respect to benefits
to be altered where certain requirements were met. The court decision was subject to appeal, with
the Court of Appeal judgement published on 25 July 2024 upholding the High Court’s ruling.
The Group’s view is that it remains appropriate that no adjustment is made to the Group’s financial
statements, as at this point there is no reason to believe the relevant requirements were not
complied with.
Liability management
During 2022, the Group completed an insurance buy‑in exercise for the remaining uninsured
members. The buy‑in was accounted for as a qualifying insurance policy under IAS 19, whereby the
policy was recognised as a plan asset measured at fair value. The buy‑in did not result in a settlement
as the Group retains primary responsibility for the pension obligations. The fair value of the
insurance policy was determined based on the present value of the related obligations it covered.
During 2025 a £26m loan was made to the IMI 2014 Deferred Fund, the closed UK defined benefit
scheme. This loan was supporting the wind‑up of the fund whilst the remaining assets within the
scheme matured. £18m of this loan was repaid during the second half of 2025, supported by a £4m
contribution (2024: £nil). The liability remaining at 31 December 2025 was £8.0m (2024: £nil), with
the balance repaid in full during January 2026.
The UK Defined Benefit Pension Scheme has completed the full buy‑out of all member liabilities
with authorised insurance companies. In October 2025, the Scheme completed the buy‑out of
2,643 members covering £234 million of liabilities. The remaining tranche, comprising 297 members
and £25 million of liabilities, which had been secured at the year‑end through bought‑in insurance
policies, was bought out shortly after the year end.
Following completion of the buy‑out, the Scheme no longer has any members, so the Group has
discharged all ongoing defined benefit pension obligations. The Scheme is expected to enter
wind‑up in due course.
Specific effect on the financial statements
The corresponding entries for increases and decreases in the net pension deficit reported in the
balance sheet are reflected as follows:
– Cash flow statement: When the Group makes cash contributions to fund the pension deficit/
surplus, they are reflected in the cash flow statement and reduce the net deficit/increase the net
surplus
– Consolidated income statement: Movements in the overall net pension deficit/surplus are
recognised in the consolidated income statement when they relate to changes in the overall
pension promise, due to either an additional period of service (known as ‘current service cost’),
changes to pension terms in the scheme rules (known as ‘past service cost’), or closure of all or
part of a scheme (known as settlements and curtailments). The interest charge/income on the net
deficit/surplus position is also recognised in the consolidated income statement
– Other comprehensive income (OCI): Movements in the overall net pension deficit/surplus are
recognised through OCI when they relate to changes in actuarial assumptions or the difference
(experience gain or loss) between previous assumptions and actual results
The table below reconciles the movement in the UK and overseas net defined benefit obligation
between 1 January 2025 and 31 December 2025.
Other
UK Germany Switzerland overseas Total
£m £m £m £m £m
Net defined benefit obligation at
1 January 2025
(3.3)
(33.9)
0.3
(10.5)
(47.4)
Movement recognised in:
Consolidated income statement
(0.3)
(2.8)
(2.9)
(1.2)
(7.2)
OCI
(0.1)
1.5
6.4
(0.1)
7.7
Cash flow statement
4.0
2.9
2.9
1.2
11.0
Exchange movements
(1.7)
0.1
0.2
(1.4)
Net defined benefit obligation at
31 December 2025
0.3
(34.0)
6.8
(10.4)
(37.3)
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025176
14. Retirement benefits continued
Risks faced by the schemes
The main risks that the Group face in respect of the UK Deferred Fund, which makes up 15% of the
Group’s liabilities, are:
Risk
Description/mitigation
Interest rate risk
Under IAS 19, the discount rate should be set with reference to the yield on
high quality corporate bonds (typically taken to mean those rated AA) of term
appropriate to the duration of the liabilities.
A decrease in corporate bond yields and therefore the resulting discount rate,
leads to a higher value being placed on the pension liabilities.
The trustees’ investment strategy for the UK Deferred Fund includes investing in
liability‑driven investments and bonds whose values increase with decreases in
interest rates. The trustees have a target to hedge 100% of interest rate risk. The
trustee’s investment managers measure and monitor the hedging arrangements
in place, and the latest performance report shows this target is being met.
Note that the scheme hedges interest rate risk on a scheme funding basis
(relative to gilts) whereas AA corporate bonds are implicit in the IAS 19
discount rate and so there is some mismatching risk to the Group should
yields on gilts and corporate bonds diverge. The scheme’s exposure to
corporate bonds mitigates this risk to some extent.
Inflation risk
In the UK Deferred Fund, a large proportion of the benefits are linked to
inflation. Therefore, an increase in inflation would lead to higher benefits
being paid than expected.
To mitigate this risk, the UK Deferred Fund aims to hedge 100% of the Fund’s
liabilities against inflation risk. The trustee’s investment managers measure
and monitor the hedging arrangements in place and the latest performance
report shows this target is being met.
Investment risk
The UK Deferred Fund holds investments in asset classes, such as private
equity and property, which have volatile market values. These assets are
expected to provide better returns than Government bonds over the long‑
term. However, the short‑term volatility can cause additional funding to be
required, if a deficit emerges. As these investments make up around 9% of
the total assets, the risk to the Group is relatively small.
Mortality risk
The majority of the plans’ obligations are to provide benefits for the life of
each retired member and their spouse, so increases in life expectancy result in
an increase in the plans’ liabilities.
An increase of one year in life expectancy for the UK Deferred Fund would act
to increase liabilities by c.£0.7m.
The Group has an objective to insure benefits as members retire, in order
to reduce mortality risk.
Cash flow impacts
2025
Other
UK Germany Switzerland overseas Total
£m £m £m £m £m
Amounts from employees
0.1
2.4
2.5
Amounts from employers
4.0
–
2.8
6.8
Benefits and settlements paid directly by
the Group
2.9
1.2
4.1
Total
4.0
3.0
5.2
1.2
13.4
2024
Other
UK Germany Switzerland overseas Total
£m £m £m £m £m
Amounts from employees
0.1
2.3
2.4
Amounts from employers
2.8
2.8
Benefits and settlements paid directly by
the Group
2.6
1.7
4.3
Total
2.7
5.1
1.7
9.5
The expected contributions to the DB arrangements in 2026 are £2.8m of normal employer
contributions, all of which relates to Swiss funds and £2.4m of normal employee contributions, of which
£0.1m relates to German funds and £2.3m relate to Swiss funds.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025177
14. Retirement benefits continued
Other comprehensive income
Movements in pension assets and liabilities that arise during the year from changes in actuarial
assumptions, or because actual experience is different from the actuarial assumptions, are
recognised in equity via other comprehensive income. These movements are analysed below:
2025
Other
UK Germany Switzerland overseas Total
£m £m £m £m £m
Change in discount rate
2.2
1.0
0.1
3.3
Change in inflation
22.1
22.1
Change in other assumptions
1.0
1.0
Actuarial experience – (liabilities)/assets
(1.9)
(0.5)
(1.7)
(0.2)
(4.3)
Asset experience
(21.3)
7.3
(14.0)
Actuarial (losses)/gains in the year
(0.1)
1.7
6.6
(0.1)
8.1
Change in the asset ceiling
(0.2)
(0.2)
(0.4)
Exchange gains
(1.7)
0.1
0.2
(1.4)
(Gains)/losses recognised through equity
(0.1)
(0.2)
6.5
0.1
6.3
2024
Other
UK Germany Switzerland overseas Total
£m £m £m £m £m
Change in discount rate
46.2
(0.3)
(5.4)
(0.5)
40.0
Change in inflation
(3.8)
0.6
(0.2)
(3.4)
Change in other assumptions
0.1
0.1
Actuarial experience – (liabilities)/assets
(0.5)
(1.4)
(0.1)
(2.0)
Asset experience
(41.4)
5.1
(36.3)
Actuarial gains/(losses) in the year
0.6
0.3
(1.7)
(0.8)
(1.6)
Change in the asset ceiling
0.1
–
0.1
Exchange gains
1.8
–
0.4
2.2
Gains/(losses) recognised through equity
0.6
2.2
(1.7)
(0.4)
0.7
IMI takes advice from actuaries regarding the appropriateness of the assumptions used to determine
the present value of the defined benefit obligations. These assumptions include the discount rate
applied to the assets and liabilities, the life expectancy of the members, their expected salary and
pension increases and inflation. The assumptions used for this purpose in these financial statements
are summarised below:
Weighted averages
2025
Other
UK Germany Switzerland overseas
% pa % pa % pa % pa
Inflation – RPI
3.1
–
–
–
Inflation – CPI (pre‑2030)
2.1
2.0
1.0
2.4
Inflation – CPI (post‑2030)
3.1
2.0
1.0
2.4
Discount rate
5.5
3.9
1.3
5.1
Expected salary increases
n/a
2.5
1.5
3.9
Rate of pension increases
3.0
2.0
n/a
n/a
2024
Other
UK Germany Switzerland overseas
% pa % pa % p a % pa
Inflation – RPI
3.4
–
–
–
Inflation – CPI (pre‑2030)
2.4
2.0
1.0
2.3
Inflation – CPI (post‑2030)
3.4
2.0
1.0
2.3
Discount rate
5.5
3.4
1.0
4.8
Expected salary increases
n/a
2.5
1.5
3.7
Rate of pension increases
3.3
2.0
n/a
n/a
2025 2024 2023
years years years
Life expectancy (IMI Pension Fund only)
***
Current male pensioners
21.6
21.2
21.0
Current female pensioners
23.9
23.7
23.5
Future male pensioners
22.9
22.5
22.3
Future female pensioners
25.3
25.2
24.9
*** Life expectancies are based on members with a pension size of £5k‑£20k for male members and £1k‑£8k for
female members.
The mortality assumptions used for the UK Funds above reflect its scheme‑specific experience,
together with an allowance for improvements over time. The experience was reviewed as part of the
formal triennial actuarial valuation, carried out as at 31 March 2021. Following the issuance of a
wind‑up trigger notice on 14 May 2025, the requirement to carry out further valuations ceased. The
assumptions used as at 31 December 2025 have been based on the results of this review, with the
allowance for improvements over time updated to reflect the latest data available.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025178
14. Retirement benefits continued
The table below illustrates how the UK Funds’ net pension surplus would decrease (excluding the
impact of inflation rate and interest rate hedging), as at 31 December 2025, in the event of the
following reasonable changes in the key assumptions above.
2025 2024
UK £m £m
Discount rate 0.1% pa lower
*
0.4
4.1
Inflation‑linked pension increases 0.1% pa higher
0.3
3.8
Increase of one year in life expectancy from age 65
0.7
8.4
10% fall in non‑bond‑like assets
**
1.0
2.6
* Due to the volatility of the discount rate year on year, sensitivities using a percentage of 0.1% are shown to
provide the users of the accounts with the ability to adjust the sensitivities as they consider necessary.
** Fund assets excluding cash, bonds and insurance policies.
The table below shows how the net pension deficit for IMI’s non‑UK plans would increase, in the
event of the following reasonable changes in the key assumptions above.
2025 2024
Germany £m £m
Discount rate 0.1% pa lower
0.4
0.5
Salary increases 0.1% higher
–
0.1
Increase of one year in life expectancy
1.5
1.6
2025 2024
Switzerland £m £m
Discount rate 0.1% pa lower
1.1
1.4
Salary increases 0.1% higher
0.3
0.3
Increase of one year in life expectancy
1.5
1.4
2025 2024
Other overseas £m £m
Discount rate 0.1% pa lower
0.1
–
Salary increases 0.1% higher
0.1
–
Increase of one year in life expectancy
0.1
0.1
In each case, all other assumptions are unchanged.
Consolidated income statement
In accordance with IAS 19, pension costs recorded through the consolidated income statement
primarily represent the increase in the DBO based on employee service during the year and the
interest on the net liability or surplus for DBOs in respect of employee service in previous years. The
table below shows the cost reported in the consolidated income statement in respect of pension
obligations (excluding defined benefit contributions):
2025
Other
UK Germany Switzerland overseas Total
£m £m £m £m £m
Current service cost
0.9
2.9
0.8
4.6
Settlement/curtailment
(0.1)
(0.1)
Recognition of losses/
(gains)
0.8
0.8
Pension expense –
operating costs
1.7
2.9
0.7
5.3
Interest on DBO
11.4
1.4
1.0
0.5
14.3
Interest on assets
(11.2)
(0.2)
(1.0)
(12.4)
Interest expense/(income)
– financing costs
0.2
1.2
–
0.5
1.9
2024
Other
UK Germany Switzerland overseas Total
£m £m £m £m £m
Current service cost
–
0.8
2.9
0.7
4.4
Settlement/curtailment
(0.6)
(0.6)
Recognition of gains
–
0.4
0.2
0.6
Pension expense –
operating costs
–
1.2
2.3
0.9
4.4
Interest on DBO
13.7
1.5
1.2
0.5
16.9
Interest on assets
(13.5)
(0.3)
(1.2)
–
(15.0)
Interest expense/(income)
– financing costs
0.2
1.2
–
0.5
1.9
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025179
14. Retirement benefits continued
Overall reconciliation of changes in the net liability for DBOs
2025
2024
Net Net
defined defined
Asset benefit Asset benefit
DBO Assets ceiling liability DBO Assets ceiling liability
£m £m £m £m £m £m £m £m
Brought forward at start of year
(410.0)
362.8
(0.2)
(47.4)
(449.5)
401.0
(0.4)
(48.9)
Consolidated income Statement (charges)/credits
Current service cost
(4.6)
(4.6)
(4.4)
(4.4)
Past service credit – curtailment
0.1
0.1
0.6
0.6
Settlements gain/(loss)
227.6
(227.6)
Net interest (cost)/income on net DB (liability)
(14.3)
12.4
–
(1.9)
(16.9)
15.0
(1.9)
Immediate recognition of (losses)/gains – other long‑term benefits
(0.8)
(0.8)
(0.6)
(0.6)
Total charged to consolidated income statement
208.0
(215.2)
–
(7.2)
(21.3)
15.0
–
(6.3)
Remeasurements recognised in other comprehensive income
Actuarial loss due to actuarial experience
(4.3)
(4.3)
(2.0)
(2.0)
Actuarial gain due to financial assumption changes
25.4
25.4
36.5
36.5
Actuarial gain due to demographic assumption changes
1.0
1.0
0.1
0.1
Return on plan assets* less than discount rate
(14.0)
(14.0)
(36.3)
(36.3)
Change in asset ceiling
(0.4)
(0.4)
0.2
0.2
Total remeasurements recognised in other comprehensive income
22.1
(14.0)
(0.4)
7.7
34.6
(36.3)
0.2
(1.5)
Cash flows in the year
Employer contributions
6.9
6.9
2.8
2.8
Employee contributions
(2.5)
2.5
(2.4)
2.4
Benefits paid directly by the Company
4.1
4.1
4.3
4.3
Benefits paid from plan assets
16.5
(16.5)
16.2
(16.2)
Net cash inflow/(outflow)
18.1
(7.1)
11.0
18.1
(11.0)
–
7.1
Other movements
Changes in exchange rates
(7.6)
6.2
–
(1.4)
8.1
(5.9)
2.2
Total other movements
(7.6)
6.2
–
(1.4)
8.1
(5.9)
–
2.2
Carried forward at end of year
(169.4)
132.7
(0.6)
(37.3)
(410.0)
362.8
(0.2)
(47.4)
* Net of management costs.
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025180
15. Inventories
Accounting policy
Inventories are valued at the lower of cost and net realisable value. Due to the varying nature
of the Group’s operations, both first in, first out and weighted average methodologies are
employed. In respect of work in progress and finished goods, cost includes all direct costs
of production and the appropriate proportion of production overheads.
The Group sells a wide range of highly technical products and whilst they are designed and
engineered to a high degree of precision and to customer specifications, there is a risk of
products requiring modification, which can lead to excess or obsolete inventory. The amount
of inventory provision recognised is disclosed below.
Inventories
2025 2024
£m £m
Raw materials and consumables
134.5
160.8
Work in progress
151.7
182.3
Finished goods
110.3
104.7
396.5
447.8
Inventories are stated after:
Allowance for impairment
62.5
60.8
In 2025, the cost of inventories recognised as an expense (being segmental cost of sales) amounted
to £1,210.6m (2024: £1,165.4m).
In 2025, the write‑down of inventories to net realisable value amounted to £0.2m (2024: £2.0m).
Write‑downs and reversals in both years relate to ongoing assessments of inventory obsolescence,
excess inventory holding and inventory resale values across all of the Group’s businesses.
16. Trade and other receivables
Accounting policy
The recoverable amount of the Group’s receivables other than financial assets held at fair
value is calculated as the present value of expected future cash flows, discounted at the original
effective interest rate inherent in the asset. Receivables with a short duration of less than one
year are not discounted. Other receivables comprise various assets across the Group, including
sales tax receivables and other non‑trade balances.
The expected credit loss is calculated based on the ageing of individual customers’ receivables,
giving consideration to the geographical location in which they operate, historical collectability
and the customer’s financial position, where this information is known.
Trade and other receivables
2025 2024
Current £m £m
Trade receivables
438.0
417.5
Prepayments
28.0
25.3
Accrued income
14.4
11.5
Other receivables*
81.9
85.9
562.3
540.2
Receivables are stated after:
Allowance for impairment
23.0
18.8
* Other receivables of £81.9m (2024: £85.9m) are composed of VAT £26.3m (2024: £30.5m), external customer
retentions £12.3m (2024: £7.1m), contract assets £6.3m (2024: £18.0m), supplier progress billings £8.4m
(2024: £9.7m), loan to the Group’s UK defined benefit pension scheme, together with accrued interest £9.0m
(2024: £nil) and Other £19.6m (2024: £20.6m) .
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from the Group’s
receivables from customers, cash and cash equivalents held by the Group’s banks and other
financial assets. At the end of 2025 these totalled £633.7m (2024: £599.2m).
Managing credit risk arising from customers
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each
customer. The demographics of the Group’s customer base, including the default risk of the industry
and country in which customers operate, have less of an influence on credit risk. Our largest single
customer accounted for 2% of our 2025 revenues (2024: 2%).
Geographically, there is no unusual concentration of credit risk. The Group’s contract approval
procedure ensures that large contracts are signed off at executive director level at which time the
risk profile of the contract, including potential credit and foreign exchange risks, is reviewed. Credit
risk is minimised through due diligence regarding potential customers, appropriate credit limits, cash
flow management and the use of documentary credits where appropriate.
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025181
16. Trade and other receivables continued
Exposure to credit risk in respect of trade receivables
Carrying amount
2025 2024
£m £m
UK
19.1
28.0
Germany
33.5
24.7
Rest of Europe
132.0
113.3
USA
74.9
86.0
Asia Pacific
94.3
94.4
Rest of World
84.2
71.1
Total
438.0
417.5
The maximum exposure to credit risk for trade receivables at the reporting date by segment is
shown in the table below.
Carrying amount
2025 2024
£m £m
Automation
332.1
308.7
Life Technology
105.9
108.8
Total
438.0
417.5
Impairment provisions for trade receivables
The ageing of trade receivables at the reporting date is shown in the following table.
2025
2024
Gross Impairment Gross Impairment
£m £m £m £m
Not past due
349.9
–
334.1
(0.1)
Past due 1‑30 days
50.4
(0.4)
48.3
(0.4)
Past due 31‑90 days
25.4
(0.3)
18.5
(0.4)
Past due over 90 days
35.3
(22.3)
35.4
(17.9)
Total
461.0
(23.0)
436.3
(18.8)
The net movement in the allowance for impairment in respect of trade receivables during the year is
shown in the below table.
2025 2024
£m £m
Net balance at 1 January
18.8
18.0
Acquisitions
1.7
Utilised during the year
(4.5)
(1.8)
Charged to the consolidated income statement
10.9
3.7
Released
(2.1)
(2.6)
Transfers to Assets held for sale in year
(0.2)
Exchange
0.1
(0.2)
Net balance at 31 December
23.0
18.8
Managing credit risk arising from counterparties
A group of relationship banks provides the bulk of the banking services, with pre‑approved credit
limits set for each institution. Financial derivatives are entered into with these core banks and the
credit exposure to these instruments is included when considering the credit exposure to the
counterparties. At the end of 2025, credit exposure including cash deposited did not exceed
£19.7m with any single institution (2024: £13.0m).
17. Financial assets and liabilities
Financial instruments included in the financial statements are measured at either fair value or amortised
cost. The measurement of this fair value can in some cases be subjective, and can depend on the inputs
used in the calculations. The Group generally calculates its own fair values using comparable observed
market prices and a valuation model using the respective and relevant market data for the instrument
being valued.
The table below sets out the Group’s accounting classification of each class of financial assets
and liabilities, and their fair values at 31 December 2025 and 31 December 2024. Under IFRS 9, all
derivative financial instruments not in a hedge relationship are classified as derivatives at fair value
through the consolidated income statement. The Group does not use derivatives for speculative
purposes and transacts all derivatives with suitable investment‑grade counterparties. All transactions
in derivative financial instruments are undertaken to manage the risks arising from the Group’s
business activities.
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025182
17. Financial assets and liabilities continued
Fair value
Designated Other Financial assets Equity-accounted Total
in a hedge derivatives at fair value investments At amortised carrying Fair value if
relationship at fair value (re-presented)**** (re-presented)**** cost value different
£m £m £m £m £m £m £m
2025
Cash and cash equivalents
112.4
112.4
Bank overdrafts
(43.5)
(43.5)
Borrowings due within one year
(92.6)
(92.6)
(92.4)
Borrowings due after one year
(429.5)
(429.5)
(422.1)
Lease liabilities
(78.1)
(78.1)
Trade and other payables
*
(453.8)
(453.8)
Trade receivables
438.0
438.0
Investments
0.2
2.3
2.5
Other current financial assets/(liabilities)
Derivative assets
**
2.4
9.7
12.1
Derivative liabilities
***
(5.1)
(5.1)
Total
2.4
4.6
0.2
114.7
(659.5)
(537.6)
2024
Cash and cash equivalents
147.8
147.8
Bank overdrafts
(91.0)
(91.0)
Borrowings due within one year
(124.0)
(124.0)
Borrowings due after one year
(391.4)
(391.4)
(381.5)
Lease liabilities
(89.1)
(89.1)
Trade and other payables
*
(481.5)
(481.5)
Trade receivables
417.5
417.5
Investments
0.3
1.9
2.2
Other current financial assets/(liabilities)
Derivative assets
**
0.3
6.6
6.9
Derivative liabilities
***
(13.3)
(13.3)
Total
0.3
(6.7)
0.3
149.7
(759.5)
(615.9)
* Trade and other payables exclude social security and taxation and include liabilities of £16.6m (2024: £13.5m) falling due after more than one year.
** Includes £nil (2024: £0.3m) falling due after more than one year.
*** Derivative liabilities include liabilities of £nil (2024: £0.2m) falling due after more than one year: £nil in 1‑2 years and £nil in 2‑3 years (2024: £0.2m in 1‑2 years and £nil in 2‑3 years). Derivative liabilities designated in a hedge
relationship represent the fair value of unsettled net investment hedge derivatives. The increase in value of net investment hedge derivatives in the year of £2.1m is included in the consolidated statement of comprehensive income.
****Investments in SAIC CCI Valve Co Ltd and Hysights Pte Ltd, previously classified as financial assets at fair value, have been reclassified as equity‑accounted investments. Prior‑year comparatives have been re‑presented.
The increase in other derivative assets and liabilities at fair value of £11.3m is recognised in the consolidated income statement and consists of £8.2m increase of unsettled net foreign currency and metal
forward contracts, which are not designated as hedges for accounting purposes and an increase of £3.1m of forward contracts to be utilised against specific trade receivables and trade payables. There are
no other financial liabilities included within payables disclosed above.
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025183
17. Financial assets and liabilities continued
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair
value are observable, either directly or indirectly.
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are
not based on observable market data.
The following table shows the Group’s financial instruments held at fair value (excluding cash):
Quoted prices in
active markets for
identical assets Significant other
and liabilities observable
Level 1 inputs
(re-presented)*** Level 2 Total
£m £m £m
As at 31 December 2025
Financial assets measured at fair value
Equity instruments*
0.2
0.2
Foreign currency forward contracts
12.1
12.1
0.2
12.1
12.3
Financial liabilities measured at fair value
Foreign currency forward contracts
(5.1)
(5.1)
(5.1)
(5.1)
Liabilities for which fair values are disclosed
Fixed rate borrowing
(514.5)
(514.5)
(514.5)
(514.5)
As at 31 December 2024
Financial assets measured at fair value
Equity instruments*
0.3
0.3
Foreign currency forward contracts
6.9
6.9
0.3
6.9
7.2
Financial liabilities measured at fair value
Foreign currency forward contracts
(13.3)
(13.3)
(13.3)
(13.3)
Liabilities for which fair values are disclosed
Fixed rate borrowing**
(381.5)
(381.5)
(381.5)
(381.5)
* Equity instruments primarily relate to investments in funds in order to satisfy long‑term benefit arrangements.
** Prior‑year comparatives have been re‑presented to reflect the inclusion of fixed‑rate borrowings within
liabilities for which fair values are disclosed.
*** Investments in SAIC CCI Valve Co Ltd and Hysights Pte Ltd, previously classified as financial assets at fair
value, have been reclassified as equity‑accounted investments. Prior‑year comparatives have been
re‑presented.
Valuation techniques for Level 2 inputs
Derivative assets and liabilities of £12.1m and £5.1m, respectively, are valued by level 2 techniques.
The valuations are derived from discounted contractual cash flows using observable, and directly
relevant, market interest rates and foreign exchange rates from market data providers.
Fixed‑rate borrowings of £512.1 included within Level 2 in 2025 are valued using discounted cash
flow techniques, with future contractual cash flows discounted using observable market interest
rates reflecting the remaining term and credit characteristics of the instruments.
Valuation techniques for Level 3 inputs
At 31 December 2025, the Group held one external investment at fair value using significant
unobservable (level 3) inputs. The valuation is derived using the cash flows of the investment
which indicate a fair value of £nil.
Valuation methodology
Cash and cash equivalents, bank overdrafts, trade payables and trade receivables are carried at their
book values as this approximates to their fair value due to the short‑term nature of the instruments.
Long‑term and short‑term borrowings, apart from any that are subject to hedging arrangements, are
carried at amortised cost as it is the intention that they will not be repaid prior to maturity, where this
option exists. The fair values are evaluated by the Group based on parameters such as interest rates
and relevant credit spreads.
Long‑term borrowings that are subject to hedging arrangements are valued using appropriate
discount rates to value the relevant hedged cash flows.
Derivative assets and liabilities, including foreign exchange forward contracts, interest rate swaps
and metal hedges, are valued using comparable observed market prices and a valuation model using
foreign exchange spot and forward rates, interest rate curves and forward rate curves for the
underlying commodities.
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025184
18. Financial risk management
Overview
The Group’s activities expose it to a variety of financial risks: interest rate, foreign exchange and base
metal price movements, in addition to funding and liquidity risks. The financial instruments used to
manage these risks themselves introduce exposure to market risk and liquidity risk.
The Board has overall responsibility for the establishment and oversight of the Group’s risk
management framework. As described in the Corporate Governance Report on page 83 the
Executive Committee monitors risk and internal controls and the Audit Committee monitors
financial risk, while the other Board Committees also play a part in contributing to the oversight
of risk.
The Audit Committee oversees how Management monitors compliance with the Group’s financial
risk management policies and procedures and reviews the adequacy of the risk management
framework in relation to the financial risks faced by the Group. The Group Assurance department
undertakes both regular and ad‑hoc reviews of risk management controls and procedures,
the results of which are reported to the Audit Committee.
The following sections discuss the management of specific financial risk factors in detail,
including market risk, foreign exchange risk, interest rate risk, commodity risk and liquidity risk.
The management of credit risk is disclosed in Note 16.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates
and commodity prices will affect the Group’s income and cash flows or the value of its financial
instruments. The objective of market risk management is to manage and control market risk
exposures within acceptable parameters.
Under the management of the central Treasury function, the Group enters into derivatives in the
ordinary course of business and also manages financial liabilities in order to mitigate market risks.
All such transactions are carried out within the guidelines set by the Board and are undertaken
only if they relate to underlying exposures.
Foreign exchange risk
The Group publishes consolidated accounts in Sterling but conducts much of its global business in
other currencies. As a result, it is subject to the risks associated with foreign exchange movements
affecting transaction costs (transactional risk), translation of foreign profits (profit translation risk)
and translation of the underlying net assets of foreign operations (asset translation risk).
Management of transactional risk
The Group’s wide geographical spread both in terms of cost base and customer locations helps to
reduce the impact on profitability of swings in exchange rates as well as creating opportunities for
central netting of exposures. It is the Group’s policy to minimise risk to exchange rate movements
affecting sales and purchases by economically hedging or netting currency exposures at the time of
commitment, or when there is a high probability of future commitment, using currency instruments
(primarily forward exchange contracts). A proportion of forecast exposures are hedged depending
on the level of confidence and hedging is periodically adjusted following regular reviews. On this
basis over 50% of the Group’s annual exposures to transactional risk are likely to be hedged at any
point in time and the Group’s net transactional exposure to different currencies varies from time
to time.
Management of profit translation risk
The Group is exposed to the translation of profits denominated in foreign currencies into the
Sterling‑based consolidated income statement. The interest cost related to the currency liabilities
hedging the asset base provides a partial hedge to this exposure. Short‑term currency option
contracts may be used to provide limited protection against Sterling strength on an opportunistic
basis. The translation of US Dollar and Euro‑based profits represent the most significant translation
exposures for the Group.
Management of asset translation risk
The Group hedges its net investments in its major overseas operations by way of external currency
loans and forward currency contracts. The intention is to manage the Group’s exposure to gains and
losses in Group equity resulting from the retranslation of currency net assets at balance sheet dates.
To the extent that an instrument used to hedge a net investment in a foreign operation is determined
to be an effective hedge, the gain or loss arising is recognised directly in the translation reserves. Any
ineffective portion is recognised immediately in the consolidated income statement. In 2025 no
ineffectiveness was recorded (2024: £nil).
The Group have designated £148m (2024: £160m) of loans in a net investment hedge of USD net
assets and £374m (2024: £355m) of EUR net assets. No ineffectiveness was recorded (2024: £nil) and
a gain of £2.1m (2024: £3.8m gain) was taken to the translation reserve. The amount accumulated in
this reserve in respect of gains/losses arising on hedging instruments designated in net investment
hedges up to 31 December 2025 was an accumulated gain of £5.1m (2024: accumulated gain
of £3.0m).
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025185
18. Financial risk management continued
Currency profile of assets and liabilities
Assets
and
liabilities
subject
to Other
Lease Exchange interest net Total net Total net
Cash* Debt liabilities contracts rate risk
assets
**
assets assets
2025 2025 2025 2025 2025 2025 2025 2024
£m £m £m £m £m £m £m £m
Sterling
(54)
(9)
276
213
187
399
339
US Dollar
1
(148)
(4)
(151)
522
370
301
Euro
25
(374)
(23)
(176)
(548)
568
21
114
Other
97
(43)
(100)
(46)
364
319
331
Total
69
(522)
(79)
(532)
1,641
1,109
1,085
* Cash is stated net of overdrafts.
** Other net assets includes leased assets: £6.7m Sterling (2024: £11.1m), £5.0m US Dollar (2024: £8.3m),
£45.3m Euro (2024: £44.7m) and £22.1m Other (2024: £23.5m).
Exchange contracts and non‑Sterling debt are financial instruments used as currency hedges
of overseas net assets.
Interest rate risk
The Group is exposed to a number of global interest rates through assets and liabilities denominated
in jurisdictions to which these rates are applied, most notably US, Eurozone and UK rates. The Group
is exposed to these because market movements in these rates will increase or decrease the interest
charge recognised in the consolidated income statement.
Management of interest rate risk
The Group adopts a policy of maintaining a portion of its liabilities at fixed interest rates and
reviewing the balance of the floating rate exposure to ensure that if interest rates rise globally,
the effect on the consolidated income statement is manageable.
Interest rates are managed using fixed and floating rate debt and financial instruments including
interest rate swaps. Floating rate liabilities comprise short‑term debt which bears interest at short‑
term bank rates and the liability side of exchange contracts where the interest element is based
primarily on three‑month inter‑bank rates.
All cash surpluses are invested for short periods and are treated as floating rate investments.
Non‑interest bearing financial assets and liabilities, including short‑term trade receivables and
payables, have been excluded from the following analysis.
Interest rate risk profile
The following table shows how much of our cash, interest‑bearing liabilities and exchange contracts
attract both fixed and floating rate interest charges, and how this is analysed between currencies:
Assets and
liabilities Weighted Weighted
Debt and Cash and subject average average
exchange exchange to interest Floating Fixed fixed period
contracts* contracts rate risk* rate rate interest for which
2025 2025 2025 2025 2025 rate rate is fixed
£m £m £m £m £m % years
Sterling
(9)
222
213
213
US Dollar
(152)
1
(151)
(151)
3.9
0.6
Euro
(573)
25
(548)
(548)
3.0
4.3
Other
(143)
97
(46)
(46)
Total
(877)
345
(532)
213
(745)
* Net of lease liabilities; £9m Sterling, £4m US Dollar, £23m Euro and £43m Other.
Assets Weighted Weighted
Debt and Cash and subject average average
exchange exchange to interest Floating Fixed fixed period
contracts contracts rate risk rate rate interest for which
2024 2024 2024 2024 2024 rate rate is fixed
£m £m £m £m £m % years
Sterling
–
173
173
173
US Dollar
(160)
(160)
(160)
3.9
1.6
Euro
(531)
36
(495)
(140)
(355)
2.3
3.0
Other
(98)
122
24
24
Total
(789)
331
(458)
57
(515)
Market risk sensitivity analysis on financial instruments
In estimating the sensitivity of the financial instruments, all other variables are held constant to
determine the impact on profit before tax and equity. The analysis is for illustrative purposes only,
as in practice, market rates rarely change in isolation.
The values shown in the table below are estimates of the impact on financial instruments only.
Actual results in the future may differ materially from these estimates. As such, this table should
not be considered as a projection of likely future gains and losses in these financial instruments.
Sensitivity table
The outputs from the sensitivity analysis are estimates of the impact of market risk assuming that the
specified changes occur only to the financial derivatives and do not reflect the opposite movement
from the impact of the specific change on the underlying business that they are designed to hedge.
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025186
18. Financial risk management continued
1% decrease 1% increase 10% 10%
in interest in interest weakening strengthening
rates rates in Sterling in Sterling
£m £m £m £m
At 31 December 2025
Impact on consolidated income statement:
(loss)/gain
–
–
(21.3)
21.3
Impact on equity: (loss)/gain
–
–
(67.1)
67.1
At 31 December 2024
Impact on consolidated income statement:
(loss)/gain
–
–
(17.5)
17.5
Impact on equity: (loss)/gain
–
–
(62.8)
62.8
Commodity risk
The Group’s operating companies purchase metal and metal components and are, therefore,
exposed to changes in commodity prices.
The Group manages this exposure through a centralised process hedging copper, zinc and
aluminium using a combination of financial contracts and local supply agreements designed
to minimise the volatility of short‑term margins.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
Management of liquidity risk
The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have
adequate resources to meet its liabilities when they fall due, with sufficient headroom to cope with
abnormal market conditions. This position is reviewed on a quarterly basis.
Funding for the Group is co‑ordinated centrally by the Treasury function and comprises committed
bilateral facilities with a core group of banks and a series of US loan note issues. The level of facilities
is maintained such that facilities and term loans exceed the forecast peak gross debt of the Group
over a rolling 12‑month view by an appropriate amount taking into account market conditions and
corporate activity, including acquisitions, organic growth plans and share buybacks. In addition, we
undertake regular covenant compliance reviews to ensure that we remain fully within those
covenant limits. At the end of 2025, the Group had undrawn committed facilities totalling £300.0m
(2024: £300.0m) and was holding cash and cash equivalents of £112.4m (2024: £147.8m). There are
no significant seasonal funding requirements or capital intensive investment areas for the Group.
Capital management
Overview
Capital management concerns the decision as to how the Group’s activities are financed and
specifically, how much of the Group capital is provided by borrowings (or debt) and how much
of it is financed with equity raised from the issue of share capital.
The Board’s policy is to maintain a balance sheet with a broad capital base and the strength to
sustain the future development of the business, including acquisitions.
The capital base of the Group includes total equity and reserves and net debt. Employee benefit
obligations net of deferred tax form part of the extended capital base. Management of this element
of the capital base is discussed further in Note 14 of the financial statements. Undrawn committed
funding facilities are maintained as described in Note 19 to provide additional capital for growth
(including acquisitions and organic investments) and liquidity requirements as discussed above.
Capital base
2025 2024
£m £m
Total equity
1,109
1,085
Gross debt including overdrafts
566
606
Gross cash including amounts held for sale
(116)
(148)
Capital base
1,559
1,543
Employee benefits and deferred tax assets
38
25
Extended capital base
1,597
1,568
Undrawn funding facilities
300
300
Available capital base
1,897
1,868
Part of the capital base is held in currencies to broadly match the currency base of the assets being
funded as described in the asset translation risk section.
Debt or equity
The balance between debt and equity in the capital base of the Group is considered regularly by
the Board in light of market conditions, business forecasts, growth opportunities and the ratio of
net debt to adjusted EBITDA. Funding covenants currently limit net debt to a maximum of 3.0 times
EBITDA. The net debt to EBITDA ratio at the end of 2025 was 1.0 times (2024: 1.0 times). Through
the life of our five‑year plan, the Board would consider appropriate acquisitions that could take net
debt up to 2.5 times EBITDA on acquisition, provided that a clear plan exists to reduce this ratio back
to under 2.0 times. It is expected that at these levels our debt would continue to be perceived as
investment grade. The potential benefits to equity shareholders of greater leverage are offset by
higher risk and the cost and availability of funding. The Board will consider raising additional equity
in the event that it is required to support the capital base of the Group.
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025187
19. Net debt
Net debt is the Group’s key measure used to evaluate total outstanding debt, net of the current cash
resources. Some of the Group’s borrowings (and cash) are held in foreign currencies. Movements in
foreign exchange rates affect the Sterling value of the net debt. Cash and cash equivalents
comprises cash balances and call deposits. 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 of the statement of cash flows.
Movement in net debt
2025 2024
£m £m
Adjusted EBITDA
*
549.5
526.3
Working capital movements
2.5
(21.5)
Capital and development expenditure
(98.6)
(91.5)
Provisions and employee benefit movements
**
3.2
(1.7)
Principal elements of lease payments
(27.8)
(28.6)
Other
11.4
18.8
Adjusted operating cash flow
***
440.2
401.8
Adjusting items
(32.2)
(40.7)
Tax paid
(99.7)
(97.9)
Interest
(15.8)
(14.8)
Derivatives
(2.6)
14.6
Free cash flow before corporate activity
289.9
263.0
Dividends paid to equity shareholders
(80.6)
(76.0)
Acquisition and disposal of subsidiaries
(0.7)
Net purchase of own shares
(200.1)
(97.1)
Net cash flow (excluding debt movements)
9.2
89.2
* Adjusted profit after tax of £330.0m (2024: £317.0m) before interest £17.7m (2024: £16.7m), tax £112.4m
(2024: £101.8m), depreciation £70.2m (2024: £71.0m), amortisation £17.6m (2024: £19.8m) and impairment
£1.6m (2024: £nil).
** Movement in provisions and employee benefits as per the statement of cash flows was £11.8m (2024: £4.3m)
adjusted for the movement in the restructuring provisions of £15.0m (2024: £6.0m).
*** Adjusted operating cash flow is the cash generated from the operations shown in the statement of cash flows
less cash spent acquiring property, plant and equipment, non‑acquired intangible assets and investments;
plus cash received from the sale of property, plant and equipment and the sale of investments, excluding the
cash impact of adjusting items. This measure best reflects the operating cash flows of the Group.
Reconciliation of net cash to movement in net debt
2025 2024
£m £m
Net increase in cash and cash equivalents, excluding foreign exchange
9.1
37.4
Less: cash disposed
1.8
Net repayment of borrowings excluding foreign exchange and net debt
disposed/acquired
0.1
50.0
Decrease in net debt before acquisitions, disposals and foreign exchange
9.2
89.2
Net debt acquired/cash disposed
(4.7)
Currency translation differences
(0.3)
(4.7)
Movement in lease liabilities
6.0
11.1
Movement in net debt in the year
14.9
90.9
Net debt at the start of the year
(547.7)
(638.6)
Net debt at the end of the year
(532.8)
(547.7)
Reconciliation of adjusted operating cash flow to cash flow statement
2025 2024
£m £m
Cash generated from operations
515.0
469.5
Principal lease payments
(27.8)
(28.6)
Settlement of transactional derivatives
(4.9)
(2.9)
Acquisition of property, plant and equipment and non‑acquired intangibles
(98.6)
(91.5)
Adjusting items
24.2
40.7
Purchase of investments
(0.4)
(1.0)
Proceeds from sale of property, plant and equipment
32.7
15.6
Adjusted operating cash flow
440.2
401.8
Reconciliation of cash and cash equivalents to the cashflow
2025 2024
£m £m
Cash and cash equivalents in current assets
112.4
147.8
Bank overdraft in current liabilities
(43.5)
(91.0)
Cash and cash equivalents classified as held for sale
3.5
Cash and cash equivalents
72.4
56.8
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025188
19. Net debt continued
Analysis of net debt
Borrowings due
Cash and after more
cash within one than one Lease Total
equivalents year year creditors net debt
£m £m £m £m £m
At 1 January 2024
40.2
(47.2)
(531.4)
(100.2)
(638.6)
Lease additions, extensions, terminations and payment changes
(20.0)
(20.0)
Lease payments and interest
28.6
28.6
Cash flow excluding settlement of currency derivatives hedging balance sheet and net cash/debt disposed of/acquired
13.0
(80.4)
130.4
63.0
Cash acquired/(disposed)
(1.8)
(2.9)
(4.7)
Settlement of currency derivatives hedging balance sheet
11.7
11.7
Currency translation differences
(6.3)
6.5
9.6
2.5
12.3
At 31 December 2024
56.8
(124.0)
(391.4)
(89.1)
(547.7)
Lease additions, extensions, terminations and payment changes
(19.1)
(19.1)
Lease payments and interest
27.8
27.8
Cash flow excluding settlement of currency derivatives hedging balance sheet
18.0
24.0
(24.0)
18.0
Settlement of currency derivatives hedging balance sheet
(7.5)
(7.5)
Currency translation differences
1.6
7.4
(14.1)
2.3
(2.8)
Assets/(liabilities) associated with assets classified as held for sale
3.5
(5.0)
(1.5)
At 31 December 2025
72.4
(92.6)
(429.5)
(83.1)
(532.8)
Undrawn committed facilities
The Group has various undrawn committed borrowing facilities. The facilities available at 31 December in respect of which all conditions precedent had been met were as follows:
2025 2024
£m £m
Expiring within one year
50.0
75.0
Expiring between one and two years
50.0
50.0
Expiring after more than two years
200.0
175.0
Total
300.0
300.0
The weighted average life of these facilities is 2.0 years (2024: 2.6 years).
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025189
19. Net debt continued
Terms and debt repayment schedule
The terms and conditions of cash and cash equivalents, outstanding loans, lease liabilities and derivative financial liabilities were as follows:
Effective
interest Carrying Contractual 0 to 1 to 2 to 3 to 4 to 5 years
rate value cash flows <1 year <2 years <3 years <4 years <5 years and over
% £m £m £m £m £m £m £m £m
2025
Cash and cash equivalents
Floating
112.4
112.4
112.4
Cash and cash equivalents classified as held for sale
Floating
3.5
3.5
3.5
US loan notes 2026
3.86%
(92.6)
(93.4)
(93.4)
US loan notes 2027
3.92%
(55.5)
(58.4)
(2.2)
(56.2)
US loan notes 2028
1.53%
(69.6)
(72.0)
(1.1)
(1.1)
(69.8)
US loan notes 2029
3.30%
(87.0)
(97.1)
(2.9)
(2.9)
(2.9)
(88.4)
US loan notes 2030
3.40%
(87.0)
(100.5)
(3.0)
(3.0)
(3.0)
(3.0)
(88.5)
US loan notes 2031
3.58%
(65.2)
(77.4)
(2.3)
(2.3)
(2.3)
(2.3)
(2.3)
(65.9)
US loan notes 2032
3.72%
(65.2)
(80.3)
(2.4)
(2.4)
(2.4)
(2.4)
(2.4)
(68.3)
Bank overdrafts
Floating
(43.5)
(43.5)
(43.5)
Lease liabilities
Various
(78.1)
(91.7)
(26.2)
(21.6)
(15.7)
(10.8)
(5.8)
(11.6)
Lease liabilities directly associated with assets classified as held for sale
Various
(5.0)
(5.0)
(5.0)
Derivative financial liabilities
(5.1)
(5.1)
(5.1)
Total
(537.9)
(608.5)
(71.2)
(89.5)
(96.1)
(106.9)
(99.0)
(145.8)
Effective
interest Carrying Contractual 0 to 1 to 2 to 3 to 4 to 5 years
rate value cash flows <1 year <2 years <3 years <4 years <5 years and over
% £m £m £m £m £m £m £m £m
2024
Cash and cash equivalents
Floating
147.8
147.8
147.8
US loan notes 2025
1.39%
(124.0)
(124.5)
(124.5)
US loan notes 2026
3.86%
(100.0)
(104.9)
(3.9)
(101.0)
US loan notes 2027
3.92%
(60.0)
(65.4)
(2.4)
(2.4)
(60.6)
US loan notes 2028
1.53%
(66.1)
(69.2)
(1.0)
(1.0)
(1.0)
(66.2)
US loan notes 2029
3.30%
(82.6)
(94.7)
(2.7)
(2.7)
(2.7)
(2.7)
(83.9)
US loan notes 2030
3.40%
(82.6)
(98.0)
(2.8)
(2.8)
(2.8)
(2.8)
(2.8)
(84.0)
Bank overdrafts
Floating
(91.0)
(91.0)
(91.0)
Lease liabilities*
Various
(89.1)
(101.3)
(25.2)
(22.5)
(17.1)
(11.6)
(9.2)
(15.7)
Derivative financial liabilities
(13.3)
(13.3)
(13.1)
(0.2)
Total
(560.9)
(614.5)
(118.8)
(132.6)
(84.2)
(83.3)
(95.9)
(99.7)
Contractual cash flows include undiscounted committed interest cash flows and, where the amount payable is not fixed, the amount disclosed is determined by reference to the conditions existing at the
reporting date.
* Prior year comparatives have been re‑presented to include the associated expected interest cost.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025190
19. Net debt continued
Changes in liabilities arising from financing activities
The table below details changes in the Group’s liabilities arising from financing activities, including
both cash and non‑cash changes. Liabilities arising from financing activities are those for which cash
flows were, or future cash flows will be, classified in the Group’s consolidated cash flow statement
as cash flows from financing activities.
Non-cash changes
Acquisition 31
1 January Financing of Lease December
2025
cash flows
*
subsidiary changes Exchange
Other
**
2025
£m £m £m £m £m £m £m
2025
US loan notes
(515.4)
(6.7)
(522.1)
Lease liabilities
(89.1)
30.7
(19.0)
(2.8)
2.1
(78.1)
Total
(604.5)
30.7
(19.0)
(9.5)
2.1
(600.2)
Non‑cash changes
Acquisition 31
1 January Financing of Lease December
2024
cash flows
*
subsidiary changes Exchange
Other
**
2024
£m £m £m £m £m £m £m
2024
Acquired loan
–
2.9
(2.9)
–
Term loan 2024
(47.2)
47.1
0.1
–
US loan notes
(531.4)
16.0
(515.4)
Lease liabilities
(100.2)
31.4
(0.5)
(19.5)
2.5
(2.8)
(89.1)
Total
(678.8)
81.4
(3.4)
(19.5)
18.6
(2.8)
(604.5)
* Financing cash flows exclude the impact of interest paid.
** Includes IFRS 16 interest payments £2.9m (2024: £2.8m) and the reclassification of liabilities directly
associated with assets classified as held for sale £5.0m (2024: £nil).
Interest-bearing loans and borrowings
The Group borrows money from financial institutions in the form of bonds and other financial
instruments. These generally have fixed interest rates and are for a fixed term or are drawn from
committed borrowing facilities that generally have floating interest rates. For more information
about the Group’s exposure to interest rate and foreign currency risk, see Note 18.
2025 2024
£m £m
Current liabilities
Unsecured loan notes and other loans
92.6
124.0
Lease liabilities
23.8
23.2
Total
116.4
147.2
Non-current liabilities
Unsecured loan notes and other loans
429.5
391.4
Lease liabilities
54.3
65.9
Total
483.8
457.3
20. Provisions
Accounting policy
A provision is recorded instead of a payable when uncertainty exists over the timing and
amount of the cash outflow. Provisions are recognised when: the Group has a present legal or
constructive obligation as a result of past events; it is probable that an outflow of resources will
be required to settle the obligation; and the amount can be reliably estimated. Provisions are
valued at Management’s best estimate of the amount required to settle the present obligation
at the balance sheet date.
A provision for restructuring is recognised when the Group has approved a detailed and formal
restructuring plan, and the restructuring has either commenced or has been announced publicly.
The recognition of a provision requires estimation. The principal estimates made in respect of
the Group’s provisions using the best estimate methodology (with the exception of indemnity
provisions as noted below) concern the timing and amount of payments required to:
– cover the costs of known restructuring projects;
– reimburse customers for potential product warranty claims;
– ensure that current and former manufacturing sites meet relevant environmental standards;
– reflect the estimated outcome of ongoing legal disputes; and
– provide against indemnities following the disposal of subsidiaries.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025191
20. Provisions continued
Analysis of the Group’s provisions:
Trade Environmental
Restructuring warranties & legal Total
£m £m £m £m
Current
24.5
9.8
0.4
34.7
Non‑current
1.6
5.7
1.2
8.5
At 1 January 2025
26.1
15.5
1.6
43.2
Arising during the year
1.5
4.5
0.8
6.8
Released during the year
(2.0)
(0.5)
(2.5)
Utilised during the year
(14.5)
(4.0)
(18.5)
Exchange adjustment
0.8
0.1
0.9
At 31 December 2025
11.9
15.6
2.4
29.9
Current
11.2
10.6
0.3
22.1
Non‑current
0.7
5.0
2.1
7.8
Restructuring
The restructuring provision reflects residual amounts committed but not spent in relation to a
number of specific projects. The opening balance of £26.1m primarily relates to the expected
redundancy payments for facility closures. The majority of the outflow relating to the remaining
provision as at 31 December 2025 is expected in 2026.
Trade warranties
The Group sells a wide range of highly technical products and whilst they are designed and
engineered to a high degree of precision and to customer specifications, there is a risk of products
requiring modification, which can lead to warranty claims. Trade warranties are given in the normal
course of business and cover a range of periods, typically one to two years, with the expected
amounts falling due in less than and greater than one year separately analysed, as above. The
provision represents the directors’ best estimate of the Group’s liability based on past experience.
Environmental and legal
Environmental and legal provisions recognise the Group’s obligation to remediate contaminated
land at a number of current and former sites, together with current legal cases for which a
settlement is considered probable. Due to the long‑term nature of the liabilities, the timescales
are uncertain and the provisions represent the directors’ best estimates of these costs.
21. Trade and other payables
2025 2024
£m £m
Current
Trade payables
143.3
146.2
Social security and other taxation
32.1
27.9
Accruals
53.3
45.4
Deferred income
0.4
0.7
Progress billings and advance payments from customers
91.3
126.7
Other payables
148.9
149.0
469.3
495.9
Non-current
Other payables
16.6
13.5
485.9
509.4
£94.5m of the £126.7m progress billings and advance payments from customers held at the prior
year‑end, were recognised as revenue during the year. £62.8m of the £96.8m progress billings and
advance payments from customers held at 31 December 2023, were recognised as revenue during
the 2024 financial year. Other payables includes costs for services and professional fees invoiced at
the balance sheet date.
22. Share capital
The movement in the number of ordinary shares of 28 4/7p each issued by IMI plc is as follows:
Number and value of shares
2025
2024
Ordinary shares Ordinary shares
28 4/7p per share
28
4/7p per share
Number (m)
Value (£m)
Number (m)
Value (£m)
In issue at the start of the year
269.7
77.1
275.1
78.6
Issued to satisfy employee share schemes
0.1
–
0.1
0.1
Share cancellations
(10.1)
(2.9)
(5.5)
(1.6)
In issue at the end of the year
259.7
74.2
269.7
77.1
All issued share capital at 31 December 2025 and 2024 is fully paid and conveys the same rights.
Notes to the consolidated financial statements continued
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IMI plc Annual Report 2025192
22. Share capital continued
Share movements in the year
Movements in shares due to share issues and purchases during the year were as follows:
Number of ordinary
shares of 28 4/7p each (million)
Employee
Benefit Trust
Other
Treasury
Total
In issue at 31 December 2024
0.8
255.2
13.7
269.7
New issues to satisfy employee share
scheme awards
0.1
0.1
Market purchases
(10.1)
10.1
Share cancellations
(10.1)
(10.1)
Transfer shares from treasury to employee
benefit trust
1.0
(1.0)
Shares allocated under employee share
schemes
(0.7)
0.7
At 31 December 2025
1.1
245.9
12.7
259.7
During the year 0.1m (2024: 0.1m) shares were issued under employee share schemes realising
£1.4m (2024: £1.4m).
Employee Benefit Trust
The Employee Benefit Trust made no market purchases during 2025 (2024: nil).
Share options exercised in 2025 were settled using the shares in the Group’s Employee Benefit Trust.
In 2025, 0.1m (2024: 0.1m) shares were issued for cash of £nil (2024: £nil).
Of the 13.8m (2024: 14.5m) shares held within retained earnings, 1.1m (2024: 0.8m) shares with
an aggregate market value of £26.8m (2024: £14.3m) are held in trust to satisfy employee share
scheme vesting.
23. Acquisitions
There were no acquisitions during 2025.
Acquisitions in 2024
On 31 October 2024 the Group acquired 100% of the share capital, and associated voting rights, of
TWTG Group B.V. (TWTG) for initial purchase consideration of £18.2m. TWTG is a leader in smart
connected asset monitoring solutions for process industries based in Rotterdam, the Netherlands.
This acquisition has been accounted for as a business combination and the accounting, including
the purchase price allocation, was finalised during 2025. The goodwill recognised includes certain
intangible assets that cannot be separately identified and measured due to their nature. This includes
control over the acquired business, the skills and experience of the assembled workforce, the
increase in scale, synergies and the future growth opportunities that the business provides to the
Group’s operations.
Acquisition costs of £0.7m were recognised in the consolidated income statement in 2024.
Fair value at 31 October
2024
TWTG Group B.V. (TWTG) £m
Other intangible assets
9.5
Property, plant and equipment
0.1
Right‑of‑use assets
0.5
Inventories
2.2
Trade and other receivables
1.9
Cash and cash equivalents
0.5
Trade and other payables
(1.6)
Interest‑bearing loans and borrowings
(2.9)
Lease liabiilities
(0.5)
Deferred taxation
(2.2)
Total identified net assets at fair value
7.5
Goodwill arising on acquisition
10.7
Purchase consideration
18.2
The revenue and adjusted operating profit included in the income statement for 2024 contributed by
TWTG was £1.0m and £0.3m, respectively. If the acquisition had taken place on 1 January 2024,
TWTG would have contributed revenue and operating profit of £7.4m and £1.0m, respectively.
24. Disposals
There were no disposals of subsidiaries during 2025.
Disposals in 2024
The Group disposed of its French subsidiary, Industrie Mecanique Pour Les Fluides SA, on 25 April
2024 for proceeds of £18.5m, resulting in a gain on disposal for the Group of £6.3m after disposing
of £11.5m of net assets and incurring £1.0m of associated disposal costs, partly offset by recycling a
foreign exchange gain from reserves of £0.3m. This disposal was not disclosed as a discontinued
item because it did not represent a separate major line of business.
25 April
2024
£m
Sale consideration
18.5
Net assets disposed
(11.5)
Costs of disposal
(1.0)
Foreign exchange gain reclassified on disposal
0.3
Gain on disposal
6.3
Net cash flow arising on disposal
Sale consideration
18.5
Cash costs of disposal
(1.0)
Cash transferred to purchaser
(2.3)
Net cash flow arising on disposal of operations
15.2
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025193
25. Contingent liabilities
A contingent liability is a liability that is not sufficiently certain to qualify for recognition as a
provision due to uncertainty over its outcome.
The Group’s contingent liabilities primarily relate to guarantees given in the normal course of
business and other similar items. At the reporting date, these amounted to £154m (2024: £154m),
representing management’s best estimate of the potential financial exposure. The amount and
timing of any outflow remain uncertain, and no reimbursement is expected.
26. Related party transactions
Related parties include the key management personnel. The Board, including the non‑executive
directors, are considered to be the key management personnel of the Group.
2025 2024
£m £m
Short‑term employee benefits*
4.8
5.1
Share‑based payments
**
1.8
2.6
Total
6.6
7.7
* Short‑term employee benefits comprise salary, including employers’ social contributions, benefits earned
during the year and bonuses awarded for the year.
** For details of the shared‑based payment charge for key management personnel, see Note 6.
Transactions with associated companies
2025 2024
£m £m
Sales to associated companies
0.6
1.4
Purchases from associated companies
–
–
Total
0.6
1.4
Accounts receivable
1.1
1.2
Accounts payable
–
–
An investment of £0.3m was made during the year in ThermoTune Pte Ltd. There are no other
related party transactions.
27. Assets held for sale
The major classes of assets and liabilities of the Truflo Marine business classified as held for sale as at
31 December 2025 are, as follows:
2025
Assets
Notes
£m
Goodwill
11
13.6
Intangible assets
11
0.2
Property, plant and equipment
12
8.4
Right‑of‑use assets
13
4.2
Inventories
22.9
Trade and other receivables
10.2
Cash and short‑term deposits
3.5
Assets classified as held for sale
63.0
2025
Liabilities
Notes
£m
Trade and other payables
(35.9)
Current tax
(1.9)
Lease liabilities
13
(5.0)
Deferred tax liability
9
(1.3)
Liabilities directly associated with assets held for sale
(44.1)
Net assets directly associated with disposal group
18.9
28. Subsequent events
Events that occur in the period between 31 December and the date of approval of the Annual
Report can be categorised as adjusting or non‑adjusting depending on whether the condition
existed at 31 December. If the event is an adjusting event, then an adjustment to the results is
made. If a non‑adjusting event after the year‑end is material, non‑disclosure could influence
decisions that readers of the financial statements make. Accordingly, for each material non‑
adjusting event after the reporting period we disclose the nature of the event and an estimate
of its financial effect, or a statement that such an estimate cannot be made.
UK Defined Benefit Pension Scheme
The UK Defined Benefit Pension Scheme has completed the full buy‑out of all member liabilities
with authorised insurance companies, including the final tranche shortly after the year end. As a
result, the Scheme has no remaining members, the Group has discharged all ongoing defined
benefit pension obligations, and the Scheme is expected to enter wind‑up in due course.
Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025194
Notes
2025
£m
2024
£m
Fixed assets
Investments C5 562.7 566.7
Property, plant and equipment C6 0.9 0.8
563.6 567.5
Current assets
Debtors C7 15.5 12.9
Deferred tax assets C8 6.9 6.1
Cash at bank and in hand 1.6 1.1
24.0 20.1
Creditors: amounts falling due within one year
Other creditors C9 (8.8) (9.3)
Net current assets 15.2 10.8
Total assets less current liabilities 578.8 578.3
Net assets 578.8 578.3
Capital and reserves
Called up share capital C10 74.2 77.1
Share premium account 19.6 18.3
Capital redemption reserve 182.1 179.2
Profit and loss account 302.9 303.7
Equity shareholders’ funds 578.8 578.3
The Company reported a profit for the financial year ended 31 December 2025 of £269.2m (2024: £163.6m).
Approved by the Board of Directors on 5 March 2026 and signed on its behalf by:
Jamie Pike
Chair
Company balance sheet
At 31 December 2025
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IMI plc Annual Report 2025195
Share
capital
£m
Share
premium
£m
Redemption
reserve
£m
Retained
earnings
£m
Parent
equity
£m
At 1 January 2024 78.6 17.0 177.6 303.7 576.9
Retained profit for the year 163.6 163.6
Dividends paid on ordinary shares* (76.0) (76.0)
Shares issued in the year 0.1 1.3 1.4
Share‑based payments 10.8 10.8
Cancellation of Treasury shares (1.6) 1.6 –
Proceeds from employee share scheme trust* 2.0 2.0
Share buyback programme (100.4) (100.4)
At 31 December 2024 77.1 18.3 179.2 303.7 578.3
Retained profit for the year 269.2 269.2
Dividends paid on ordinary shares* (80.6) (80.6)
Shares issued in the year 1.3 1.3
Share-based payments 12.0 12.0
Cancellation of Treasury shares (2.9) 2.9 –
Share buyback programme (201.4) (201.4)
At 31 December 2025 74.2 19.6 182.1 302.9 578.8
* Details of treasury and employee trust share scheme movements are contained in Note 22 of the Group financial statements and details of dividends paid and proposed in the year are shown in Note C4.
All of the retained earnings held at both 31 December 2025 and 31 December 2024 are considered to be distributable reserves.
Company statement of changes in equity for the year
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IMI plc Annual Report 2025196
C1. Material accounting policy information
The following accounting policies have been applied consistently in dealing with items considered
material in relation to the financial statements, except where otherwise noted below:
Basis of accounting
The financial statements were prepared in accordance with Financial Reporting Standard 101
‘Reduced Disclosure Framework’ (FRS 101).
The Company has not presented a separate profit and loss account as permitted by Section 408
ofthe Companies Act 2006.
The Company has taken advantage of the following disclosure exemptions under FRS 101:
a) the requirements of paragraphs 45(b) and 46‑52 of IFRS 2 ‘Share‑based Payment’;
b) the requirements of IFRS 7 ‘Financial Instruments’;
c) the requirements of paragraphs 91‑99 of IFRS 13 ‘Fair Value Measurement’;
d) the requirement in paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to present
comparative information in respect ofparagraph 79(a)(iv) of IAS 1 ‘Presentation of Financial
Statements’;
e) the requirements of paragraphs 10(d), 10(f) and 134‑136 of IAS 1 ‘Presentation of Financial
Statements’;
f) the requirements of paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 ‘Statement of Cash
Flows’;
g) the requirements of paragraphs 30 and 31 of IAS 8 ‘Accounting Policies, Changes in Accounting
Estimates and Errors’;
h) the requirements of paragraph 17 of IAS 24 ‘Related Party Disclosures’; and
i) the requirements in IAS 24 ‘Related Party Disclosures’ to disclose related party transactions
entered into between two or more members of the Group, provided that any subsidiary which is
party to the transaction is wholly owned by such a member. Related party transactions with the
Company’s key management personnel are disclosed in the Remuneration Report on pages 117
to 119 andin Note 26 of the Group financial statements.
Critical judgements and key sources of estimation uncertainty
The preparation of financial statements requires Management to make judgements, estimates and
assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date
and the amounts reported for income and expenses during the year. However, the nature of
estimation means that actual outcomes could differ from those estimates.
There were no critical judgements or key sources of estimation uncertainty applied in 2025
orin2024.
Foreign currencies
The Company’s functional currency and presentation currency is Sterling. Transactions in foreign
currencies are recorded using the rate of exchange ruling at the date of transaction.
Monetary assets and liabilities denominated in foreign currencies have been translated into Sterling
at the rates of exchange ruling at the balance sheet date and the gains or losses on translation are
included in the profit and loss account.
Investments
Investments in subsidiaries are accounted for at cost less any provision for impairment. The
Company’s cost of investments in subsidiaryundertakings is stated at the aggregate of (a) the cash
consideration and either (b) the nominal value of the shares issued as consideration when Section
612 of the Companies Act 2006 applies, or (c) in all other cases the market value of the Company’s
shares on the date they were issued as consideration.
Taxation
The charge for taxation is based on the profit for the year and takes into account taxation deferred
because of temporary differences between the treatment of certain items for taxation and
accounting purposes.
Deferred tax is recognised in respect of all temporary differences between the treatment of certain
items for taxation and accounting purposes that have arisen but not reversed by the balance sheet
date, except as otherwise required by IAS 12 ‘Income Taxes’. Deferred tax is measured at the tax rates
that are expected to apply when the temporary differences reverse, based on the tax laws that have
been enacted or substantively enacted by the balance sheet date. A deferred tax asset is recognised
to the extent that it is probable that future taxable profit will be available against which the
temporary difference can be utilised.
Equity and equity-related compensation benefits
The Company operates a number of equity and equity‑related compensation benefits as set out
inNote 6 to the Group financial statements. The fair value of the employee services received in
exchange for the grant of the options is recharged in full to the principal employing company and
accordingly there is no net charge recorded in the Company’s financial statements. The recharged
amount is recognised as a debtor falling due for payment within one year.
The total amount recharged over the vesting period is determined by reference to the fair value of the
options granted, excluding the impact of any non‑market vesting conditions (for example, profitability
and sales growth targets). Non‑market vesting conditions are included in assumptions about the
number of options that are expected to become exercisable. The fair value of the options at the
dateofgrant is determined based on the Monte Carlo and Black‑Scholes option‑pricing models.
At each balance sheet date, the Company revises its estimate of the number of options that are
expected to vest. It recognises the impact of the revision of original estimates, if any, in the amount
recharged to subsidiary undertakings.
For newly issued shares, the proceeds received, net of any directly attributable transaction costs
arecredited to share capital (nominalvalue) and share premium when the options are exercised.
Company notes to the financial statements
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IMI plc Annual Report 2025197
C1. Material accounting policy information continued
Treasury shares
The consideration paid by the Company on the acquisition of treasury shares is charged directly to
retained earnings in the year of purchase. Consideration received for the sale of such shares is also
recognised in equity, with any difference between the proceeds from sale and the original cost taken
to share premium. If treasury shares are subsequently cancelled, the nominal value of the cancelled
shares is transferred from share capital to the capital redemption reserve. No gain or loss is
recognised on the purchase, sale or cancellation of treasury shares.
Dividends
Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the extent
that they are authorised and arenolonger at the discretion of the Company. Unpaid dividends that
do not meet these criteria are disclosed in the notes to the financial statements.
C2. Remuneration of directors
The detailed information concerning directors’ emoluments, shareholdings and options are shown
in the audited section of the Remuneration Report on pages 117 to 119, Note 5 and Note 26 of the
Group financial statements.
C3. Staff numbers and costs
The number of people employed by the Company, including directors, during the year was 24
(2024: 30), all of whom were employed inadministrative roles. The costs associated with them were
borne by a subsidiary undertaking.
The Company participates in the IMI UK Funds, which are defined benefit schemes in which the
assets are held independently. The total net defined benefit costs of these funds are borne by a
subsidiary undertaking and therefore in accordance with IAS 19, no net defined benefit costs are
recognised in the Company’s financial statements. Note 14 to the Group financial statements
provides further details regarding the defined benefit schemes.
C4. Dividends
The aggregate amount of dividends comprises:
2025
£m
2024
£m
Prior year final dividend paid – 21.1p per qualifying ordinary share
(2024:19.2p) 53.5 50.0
Current year interim dividend paid – 11.0p per qualifying ordinary share
(2024:10.0p) 27.1 26.0
Aggregate amount of dividends paid in the financial year 80.6 76.0
Dividends paid in the year of £80.6m represent 32.1p per share (2024: 29.4p).
After the balance sheet date the following dividends were proposed by the directors. The dividends
have not been provided for and there are no income tax consequences.
2025
£m
2024
£m
Current year final dividend – 23.2p per qualifying ordinary share (2024: 21.1p) 57.1 53.9
Dividends proposed after the balance sheet date may differ from the final dividend paid. This is a
result of the final number of qualifying shares entitled to dividends differing from those in issue at
the balance sheet date.
C5. Fixed assets – investments
2025
£m
2024
£m
Investments in subsidiary undertakings 173.2 173.2
Loans owed by subsidiary undertakings 389.5 393.5
Total 562.7 566.7
Details of subsidiary undertakings as at 31 December 2025 are shown on pages 208 to 213.
The loan due from subsidiary undertakings is due for repayment on 31 December 2027. The loan
isunsecured and interest is calculated using SONIA plus a fixed percentage of 1.86%.
C6. Fixed assets – Property, plant and equipment
Items of property, plant and equipment are stated at cost less accumulated depreciation. Additions
during the year relate to signage costs at various IMI sites following the launch of the new IMI brand
in February 2024.
Signage
costs
£m
Total
£m
As at 1 January 2024
Additions 0.8 0.8
As at 31 December 2024 0.8 0.8
As at 1 January 2025 0.8 0.8
Additions 0.2 0.2
Depreciation (0.1) (0.1)
As at 31 December 2025 0.9 0.9
C7. D ebtors
2025
£m
2024
£m
Falling due for payment within one year:
Amounts owed by subsidiary undertakings 15.5 12.9
Total 15.5 12.9
Company notes to the financial statements continued
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IMI plc Annual Report 2025198
C8. Deferred tax
The deferred tax included in the balance sheet is as follows:
2025
£m
2024
£m
Employee benefits and share‑based payments 6.9 6.1
Deferred tax asset included in the balance sheet 6.9 6.1
Reconciliation of movement in deferred tax asset:
2025
£m
2024
£m
At 1 January 6.1 6.4
Adjustment in respect of prior years – –
Deferred tax credit in the profit and loss account (0.3) (0.3)
Deferred tax charge in equity 1.1 –
At 31 December 6.9 6.1
The rate of corporation tax in the UK for 2025 was 25.0% (2024: 25.0%). UK deferred tax assets and
liabilities have therefore been calculated using a rate of 25.0% (2024: 25.0%).
C9. Other creditors falling due within one year
2025
£m
2024
£m
Corporation tax 7.4 8.2
Other payables 1.4 1.1
Total 8.8 9.3
C10. Share capital
2025
£m
2024
£m
Issued and fully paid
259.7m (2024: 269.7m) ordinary shares of 28 4/7p each 74.2 77.1
C11. Contingencies
Contingent liabilities relating to guarantees in the normal course of business and other items
amounted to £70.1m (2024: £71.8m).
There is a right of set‑off with three of the Company’s banks relating to the balances of the
Company and a number of its wholly owned UK subsidiaries.
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of
other companies within its Group, theCompany considers these to be insurance arrangements,
andaccounts for them as such. In this respect, the Company treats the guarantee contract as a
contingent liability until such time as it becomes probable that the Company will be required
tomake a payment under the guarantee.
C12. Subsequent events
On 5 March 2026, IMI plc received a dividend of £350 million from its wholly owned subsidiary, IMI
Group Limited.
Company notes to the financial statements continued
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IMI plc Annual Report 2025199
Strategy section deep dive – climate-related opportunities and risks
andscenarioanalysis
Background
Over the past three years, we have improved our climate-related financial disclosures and periodic
review processes. Collaborating closely with third-party consultant, Ricardo, we have enhanced the
identification of climate-related opportunities and risks, materiality assessments, and scenario
analysis. In our 2022 Annual Report, we committed to conducting further detailed work on the
quantitative financial impact and strategic resiliency responses to the identified material climate-
related risks and opportunities.
Where possible we have provided financial quantification of impacts across different scenario time
horizons and an analysis of how these insights translate into our resiliency actions.
We are already on our journey of executing oursustainability and Climate Action strategy and
resiliency actions, which includes serving our customers and markets with innovative technology
and product solutions such as the IMI VIVO electrolyser. Our targeted acquisitions, including
Adaptas, CorSolutions, Heatmiser, andTWTG, further strengthen our capabilities. Additionally, we
are mitigating potential supply chain disruptions by implementing measures forthe localisation of
manufacturing and supply chains in Europe, America and China.
Identification of climate-related opportunities and risks
Following a rigorous process of desktop analysisand stakeholder engagement, including 11
interviews with the Executive Committee and senior individuals, we identified 45 climate-related
opportunities and risks. These were scored based on our business sensitivity to therisk/opportunity
and our adaptive capability to maximise opportunities and minimise risks, identifying those deemed
most vulnerable andclimate-material to the business.
Priority focus areas
Climate-material risks and opportunities weregrouped under Priority Focus Areas beforeconducting
the climate scenario analysis. Afinancial overlay identified a subset of these as financially material,
assigning a business revenue exposure range over the near-term five-year timeframe. In 2025, we
re-visited the focus groups and their associated climate-related risksand opportunities and
integrated into the Double Materiality Assessment, re-assessing their financial materiality, evaluating
the magnitude of the financial effect versus the likelihood. Following the DMA it was concluded that
there were no significant changes in the prioritisation and materiality of the identified climate-
related risks and opportunities.
Understanding business impact: scenarioanalysis
Scenario analysis helps us understand the potential impact of climate change on our business over
selected time periods, informing our strategy and financial planning. The near-term timeframe (up to
five years) aligns with our five-year business strategic, financial planning cycle and viability
statement. We used scenarios from the International Energy Agency (‘IEA’) and the
Intergovernmental Panel on Climate Change (‘IPCC’) to assess transition andphysical risks and
opportunities respectively.
We selected four scenarios: two from the IEA(NZE and STEPS) and two from the IPCC, providing
context on risks and opportunities asthe economy transitions to net zero and the impacts of higher
global temperatures. Details of the selected scenarios are highlighted in Table2.
Physical risks & opportunities
In 2025, Zurich, our primary insurer, updated the initial 2022 review of site-level physical risks due to
climate change. As part of this initial review, we updated our analysis on high-risk sites, reassessing
site risk profiles across the same IPCC scenarios and timeframes. The analysis covered 12 critical
sites, using IPCC scenarios SSP1-RCP2.6 and SSP5-RCP8.5 to evaluate future business impacts,
hazard levels, supply chain accessibility, and workforce exposure to climatic extremes.
Regardlessofthe scenario, by 2050, IMI site risklevels rank medium and above.
Transition risks & opportunities
Following the 2021–2022 review of climate-related transition risks and opportunities, we conducted
a complete scenario refresh using IEA scenarios in 2023/24. Several transition risksand opportunities
re-emerged as financially material, including raw material accessibility, Oil& Gas market exposure,
emerging environmental policies, growth in hydrogen solutions, and increased product demand.
Appendix to the climate-related financial disclosures
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IMI plc Annual Report 2025200
Table 1: Selected timescales for scenario analysis
Time frame Timescale
Near-term (based on viability statement on page 71) 2025-2030
IEA Scenarios
S (Short) now-2030
M (Medium) 2030-2040
L (Long) 2040+
IPCC Scenarios
S (Short) now-2040
M-L (Medium-Long) 2041-2060
VL (Very Long) 2061-2100
Table 2: Scenario selection
Scenario Description Key metrics used
IEA
Net zero by
2050(NZE)
A rising number of countries and companies are targeting net zero emissions, typically by
mid-century. All of these are achieved, putting global emissions ontrack for net zero by
2050. Drastic transformation ofthe global energy system.
– Paris Agreement alignment (1.5°C)
– Global hydrogen-based fuels
– Fuel shares in total energy use by application
– Global carbon price by economy (e.g.max.$250USD/tonne CO
2
)
– Global energy consumption by fuel and CO
2
intensityby sector
– New workers in clean energy
– CO
2
intensity of electricity generation
– Global CO
2
emissions
IEA
Stated Policies
(STEPS)
A more conservative benchmark for the future which does not assume that governments
will reach all announced goals. Differing policies and legislation across different countries,
regions, and markets.
– 2.6°C temperature rise
– Energy costs by region
– Global CO
2
emissions
– Renewables generation by region
– Hydrogen demand by region
– Carbon price by country (e.g. max. $113 USD/tonneCO
2
)
– Coal and natural gas demand
IPCC
SSP1-RCP2.6
Sustainable development scenario – zero emissions after 2050 and temperature increase
stabilising ~1.8°Cby 2100, potential for lower adaptation coststoother scenarios.
– Below 2°C alignment (1.8°C)
– Flooding
– Storms
– Drought
– Temperature increase
IPCC
SSP5-RCP8.5
High emissions-scenario – business as usual, wherefossil fuel use, food demand, energy
use and greenhouse gas emissions increase. Physical risks increase, with associated higher
adaptation costs.
– >4°C temperature rise
– Flooding
– Storms
– Drought
– Temperature increase
Appendix to the climate-related financial disclosures continued
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IMI plc Annual Report 2025201
Understanding financial impact: Quantitative financial analysis
Following the financial materiality overlay, where 13 risks and opportunities were deemed financially-material and assigned an upper and lower business revenue exposure range, three of these underwent
a detailed and robust quantitative financial assessment deep dive across the transition IEA scenarios STEPS and NZE (Table 3). These three risks and opportunities were chosen for further analysis due tothe
available inputs for modelling (sourced from the IEA scenarios, CDP 2022 Report, and Annual/Integrated Reports) and robustness of data. For the financial analysis, full year 2022/23 data was used. We plan
to updatethe quantitative analysis in the near future, using full year 2025 data, and refreshing the upper and lower business revenue exposure range to the climate-material risks and opportunities. Where
possible, we will increase the number of financial-material risks and opportunities which undergo financial quantification.
Three risks and opportunities underwent a detailed and robust quantitative financial assessment, and included:
– Increase product demand, which is the increase in current product market applications (bespoke electrification solutions), heating and cooling systems and fuel cell technology will grow in new
geographical and industrial markets.
– Growth in hydrogen solutions, which is the scaling up hydrogen-specific technologies such as green electrolysis for hydrogen manufacture (IMI VIVO) and sustainable fuel usage, coupled with
supporting the green transition for Heavy Duty Vehicles (HDVs).
– Oil & Gas market exposure, which phases out technologies that rely on fossil fuels, resulting in reduced IMI product demand, alongside divestment from coal projects.
Financial analysis shows that the evolution of markets foreseen under the NZE scenario has a more radical impact on IMI’s adjusted operating profit, compared to the STEPS scenario. Risks and
opportunities are greater in the NZE. The STEPS scenario, more stable, poses a less significant threat to our market position.
Table 3: Financial quantification of assessed opportunities and risks under the two selected transition scenarios IEA Net Zero by 2050 (NZE) and IEA Stated Policies (STEPS)
Risk/
opportunity
description Key assumptions
Potential impact on
Group’s adjusted operating
profit
Low = 0%-3%
Med = 3%-6%
High = >6%
2030 2050
Market expansion and innovation
Increased
Product
Demand
NZE: Indexed the balancing and control business of the Climate Control sector tothe evolution of low carbon technology demand in the building sector. The
balancing and control business unit represents 43% of Climate Control’s total revenues in 2022. This figure is used as aproxy ofthepercentage of revenues that
would be impacted by the increase in productdemand.
High High
STEPS: Same methodology as the NZE scenario but assuming a delay of ten years toreach thesame target value. Med High
Alternative fuels
Growth in
hydrogen
solutions
NZE: Computing the change in hydrogen demand for end-users according to the NZE scenario between 2021 and 2050. 2021 hydrogen revenues were indexed to
the evolution ofhydrogen demand for end-users between 2022 and 2050, taking into account the sales of hydrogen in 2022.
High High
STEPS: Computing the change in hydrogen demand for end-users according to the STEPS scenario between 2021 and 2050. 2021 hydrogen revenues were indexed
to the evolution ofhydrogen demand for end-users between 2022 and 2050, taking into account the sales of hydrogen in 2022.
Low Low
Product portfolio
Oil and
Gas market
exposure
NZE: Projected the future Oil and Gas market by using the forecasted final consumption of oiland natural gas along with the price of natural gas provided in the NZE
scenario. Indexed forecasted revenues of business activities impacted by Oil and Gas (Refining and Petrochemical, Oil and Gas and Fossil Power) to align with the
computed changes in the Oil and Gas market.
High High
STEPS: Projected the future Oil and Gas market by using the forecasted final consumption of oiland natural gas along with the price of natural gas provided in the
STEPS scenario. Indexed forecasted revenues of business activities impacted by Oil and Gas (Refining and Petrochemical, Oil and Gas and Fossil Power) to align with
the computed changes in the Oil and Gas market. (Note: this assumes market share will remain constant.)
Med High
Appendix to the climate-related financial disclosures continued
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IMI plc Annual Report 2025202
Priority focus areas: Understanding our potential business impact and resiliency responses under different plausible futures
This table presents the transition risks and opportunities under two transition scenarios ‘Net Zero by 2050 (NZE)’ and ‘Stated Policies (STEPS)’, the potential impact to our business, and our corresponding
current and future resiliency responses. The business impact has been scored High, Medium, and Low for each risk and opportunity (refer to the Table key) across the short-term (now-2030, medium-term
(2030-2040) and long-term (2040+).
Table 4: Impact of transition risks and opportunities under each IMI climate scenario, and resiliency responses
Market expansion and innovation
Organic and inorganic growth in new geographical and industrial markets which can be supported by M&A, climate-
related partnerships, R&D investments, and climate-related productstandards.
IEA NZ IEA STEPS
Risk or opportunity
description:
TCFD
Category
Geographic
focus
IMI business
sectorimpact Potential impact on the business
Short-term
(2023-2030)
Medium-
term
(2030-2040)
Long-term
(2040+)
Short-term
(2023-2030)
Medium-
term
(2030-2040)
Long-term
(2040+)
Increased product
demand
e.g. electrification
solutions andheating
and cooling systems.
Products and
Services
EU
North
America
Climate
Control
Life Science
Revenue from improved control of building HVAC systems
and increase energy efficiency within factories.
Emerging Innovative
Markets
Markets Asia Life Science &
Fluid Control,
and Industrial
Automation
Revenue from new markets within Fluid Control sector enabling
more sustainable agriculture practices and increased efficiencies.
Resilience responses/actions
Investing in digital capabilities for Climate Control’s TA-Smart and Heatmiser connected product range. Scaling electric actuation
products and additional development of solenoid valves for agriculturalpractices.
Related metrics and targets where available
Ensuring our R&D spend as a % of revenue remains at an appropriate
leveland isconverted to sustainable solutions, supporting ‘green’
taxonomy investments.
Alternative fuels
Growth in new alternative fuel technologies where our product and expertise can be deployed.
IEA NZ IEA STEPS
Risk or opportunity
description:
TCFD
Category
Geographic
focus
IMI business
sectorimpact Potential impact on the business
Short-term
(2023-2030)
Medium-
term
(2030-2040)
Long-term
(2040+)
Short-term
(2023-2030)
Medium-
term
(2030-2040)
Long-term
(2040+)
Alternative fuelled
powertrains for trucks
Products and
Services
Asia Pacific
Europe
Process
Automation
In the short to medium-term, opportunitiesinclude:
– Revenue from valve and pressure control solutions for
balance of plant in fuel cells used inheavy-dutytrucks
Growth in hydrogen
solutions
Including the scaling
upof green electrolysis.
Markets Asia Transport,
LifeScience &
Fluid Control
Revenue from hydrogen electrolyser solutions.
Resilience responses/actions
Currently operating in PEM electrolysers, supply of components and subsystems to refuelling
stationsand heavy-duty trucks.
Related metrics and targets where available
Tracking of fuel market and trends, including hydrogen projects (current and projected), demand,
andtechnology.
Key
Risk Opportunity
High risk Medium risk Low risk High opportunity Medium opportunity Low opportunity
Appendix to the climate-related financial
disclosures continued
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IMI plc Annual Report 2025203
Climate-related policy and legislation
Increasing pressure to act on upcoming climate change legislation to avoid litigation, and opportunity toexpandinto
markets due to our product sustainability credentials.
IEA NZ IEA STEPS
Risk or opportunity
description:
TCFD
Category
Geographic
focus
IMI business
sectorimpact Potential impact on the business
Short-term
(2023-2030)
Medium-
term
(2030-2040)
Long-term
(2040+)
Short-term
(2023-2030)
Medium-
term
(2030-2040)
Long-term
(2040+)
Environmental claims
and stakeholder
expectations
Reputation USA Climate
Control
Increased costs associated with emissions reduction and
greater complexity required to meetdemands, as well as
ongoing monitoring andreporting.
Emerging
environmental policies
Enables sales of our
sustainable products.
Markets Global Process
Automation
andIndustrial
Automation
Decarbonisation and energy efficiency policies willrapidly
drive global opportunities to support clean energy technology
and meeting stricter building energy efficiency standards.
Resilience responses/actions
– Tracking regulatory developments and changes in stakeholder expectations torespond appropriately
– Monitoring internal environmental metrics and targets through ourPSAandcontinuing to develop the PSA process further
– Conducting LCAs and product carbon foot printing and engaging withexternaladvisers to undertake risk assessments
– Heatmiser extends our energy-saving portfolio of smart thermostatic controlproducts
– Budget for compliance systems and monitoring tools
– Investment in emission reduction initiatives
Related metrics and targets where available
To be in the top quartile of safety performance within the industry sector.
Product performance: Maintain our membership oftheGreen Economy
Mark. Continue to apply a sustainability lens to our Growth Hub process.
Product portfolio
Increased downstream market pull from our customers and investors, to steer our portfolio in a more sustainable
direction, and phase out of Oil and Gas when moving towards global decarbonisation.
IEA NZ IEA STEPS
Risk or opportunity
description:
TCFD
Category
Geographic
focus
IMI business
sectorimpact Potential impact on the business
Short-term
(2023-2030)
Medium-
term
(2030-2040)
Long-term
(2040+)
Short-term
(2023-2030)
Medium-
term
(2030-2040)
Long-term
(2040+)
Oil and Gas market
exposure
The phase-out of
technologies which
relyon fossil fuels.
Product
Portfolio
Global Process
Automation
and Industrial
Automation
Carbon taxation and closure of coal-fired plants particularly
in Western geographies may place some of Process
Automation’s existing partnerships at risk.
Product re-design
andcircular
economyprinciple
Assessing products
through a new
competitive lens.
Product
Portfolio
Global Process
Automation
and Industrial
Automation
The majority of our products are plastic and
metalincomposition. Customer demands toimprove
sustainability of our products willcontinue to grow.
Resilience responses/actions
– Already ensuring R&D investments are focused on sustainability, developing low-carbon product alternatives
– Development of next generation product andservice solutions that
- improve efficiency in the extraction, processing, and distribution of hydrocarbons;
- significantly reduce or eliminate fugitive emissions; and,
- ensure operational safety
– Develop solutions that support the energy transition including for various applications within the hydrogen value chain,
forcarbon capture, and other lowor zero-carbon technologies
– Invest in Product Sustainability Assessment (‘PSA’) framework and related R&D funding
Related metrics and targets where available
See pages 42 to 43 for metrics and targets related to our water, waste and
Scope 1, 2 and 3 emissions targets.
Key
Risk Opportunity
High risk Medium risk Low risk High opportunity Medium opportunity Low opportunity
Appendix to the climate-related financial
disclosures continued
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IMI plc Annual Report 2025204
Supply chain operational excellence
Securing clean energy sources across our supply chain; supply chain simplification and resilience.
IEA NZ IEA STEPS
Risk or opportunity
description:
TCFD
Category
Geographic
focus
IMI business
sectorimpact Potential impact on the business
Short-term
(2023-2030)
Medium-
term
(2030-2040)
Long-term
(2040+)
Short-term
(2023-2030)
Medium-
term
(2030-2040)
Long-term
(2040+)
Political instability
andraw material
accessibility
Resilience Global All sectors In the short to medium-term, political instability and
potential export and import restrictions increase risk
ofcritical mineral shortages.
In the long-term, there is a high risk of raw material
inaccessibility for meeting clean energy technology
demanddue to long critical mineral project lead times.
Supply chain
simplification
Localisation
andreshoring.
Resilience Global All sectors Localisation will have a knock-on effect with transport
requirements, and how people and products move, with
more focus on greening short-haul commercial freight.
Large opportunities to reduce Scope 2 & 3 emissions
supported by accelerated clean energy investments.
Resilience responses/actions
We are committed to supporting the decarbonisation of our industry and have received validation of our targets from the
ScienceBased Targets initiative (SBTi), seepage63. We are focused on reducing our Scope 3 emissions.
– We conduct site/facility level risk assessments twice a year as part ofoursupplier risk management process in relation
tokeysuppliers
– Reducing high-level dependency on single suppliers and increasing dualsourcing. We track global events and trends which
have the potential to disrupt our supply chains in order to adjust our planning, operations and logistics accordingly
– Investment in supply chain due diligence and monitoring systems
Related metrics and targets where available
To reduce total Scope 3 emissions by 25% by 2030. To be net zero
forScope 3 emissions by 2050 seepage 43.
Key
Risk Opportunity
High risk Medium risk Low risk High opportunity Medium opportunity Low opportunity
Appendix to the climate-related financial
disclosures continued
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IMI plc Annual Report 2025205
This table presents the physical risks under two climate scenarios IPCC SSP1-RCP2.6 and IPCC SSP5-RCP8.5, the potential impact to our business, and our corresponding current and future resiliency
responses. The business impact has been scored High, Medium, and Low for each risk and opportunity (refer to table key). Wind was also identified as a high hazard physical risk to IMI sites, but primarily
US-based which was deemed to not be financially material and therefore not included in the table below. Different to IEA scenarios, the modelled IPCC scenarios cover climate projections along the
following timelines: Short term: now-2040; Medium term: 2041-2060; Long term: 2061-2100.
Table 5: Impact of physical risks and opportunities under each IMI climate scenario, and resiliency responses
Physical risks (acute and chronic)
Physical environmental climatic changes affecting facilities, locations, supply chain and human capital. Environmental climatic changes can
be acute (severe and sudden) and/or chronic (long-developing). Under a worst-case scenario (IPCC SSP5-RCP8.5) all sites will experience
increased physical climate events(frequency and severity).
SSP1-RCP2.6 SSP5-RCP8.5
Risk or opportunity
description:
TCFD
Category
Geographic
focus
IMI business
sectorimpact Potential impact on the business
Short-
term
(2023-
2040)
Medium-
term
(2041-
2060)
Long-
term
(2061-
2100)
Short-
term
(2023-
2040)
Medium-
term
(2041-
2060)
Long-
term
(2061-
2100)
Precipitation, hail, and
thunderstorms
Physical
(acute)
UK
Europe
USA
All sectors Over the longer term, in a worst-case scenario, there is an increase in
precipitation and temperatures which exacerbates risk of catastrophic
impact,specifically across Europeandthe US – with precipitation increasing
to 100% by 2100.
People: This will impact our employees’ ability to travel to work during
extreme precipitation orhail events, which may lead to flooding.
Market: Potential disruption to the supply chain due to precipitation and hail
events, which will likely lead to increased flooding.
Extreme heat and
drought
Physical
(chronic)
USA
Europe
Over the short-term, high and very high heat hazards affect 17% of portfolio
by2030 (largely inthe USA), incurring supplier shutdown, delays, disruption,
increasing risk to employee health.
Over the long-term, high and very high heat hazards affect 57% of
ourportfolioby 2100.
People: Risk to employee health and employeeproductivity.
Market: Potential for supplier shutdown due toextreme heat events
anddelaysto the supply chain.
Air quality Physical
(chronic)
China Over the long-term, unabated emissions and worsening air quality significantly
increase employee health risks in China.
People: Employee health and productivity risk – poor air quality conditions
can exacerbate respiratory allergies and diseases.
Overall, this has the potential to increase costs, reduce revenue and profit,
increase costs associated with maintenance, repair and insurance.
Key
Risk Opportunity
High risk Medium risk Low risk High opportunity Medium opportunity Low opportunity
Appendix to the climate-related financial
disclosures continued
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IMI plc Annual Report 2025206
Potential near-term actions (now-2030):
– Identify key strategic suppliers (80%offootprint) and evaluate exposure tophysicalrisks.
– 100% of sites have a decarbonisation andresiliency plan in place.
Related metrics and targets where available
All site environmental mitigation plans reviewed/assessed annually (metric not reported externally):
– Changes to employee shift time, increased breaks, and specialised ventilation clothing.
– Climate risks captured and integrated into risk management (risk assessments at site level).
– Management teams continue to review emergency response and business continuity plans
tobolster operational resilience in order to minimise the impact of large-scale disruption.
– Around the clock access to health andsecurity services should a major incident occur.
Nature and climate-related disclosures
While our Double Materiality Assessment identifies biodiversity as below our materiality threshold,
we recognise the increasing interest from stakeholders, particularly our investors, in enhanced
transparency on nature-related topics. The Taskforce for Nature-related Financial Disclosure
(‘TNFD’) provides a structured framework for assessing nature-related dependencies, impacts, risks
and opportunities, building on the TCFD approach with 14 recommended disclosures.
As part of our longer-term planning we’ll continue to evaluate and enhance our environmental
reporting by:
– Integrating TNFD recommendations, aligning the four pillars – governance, strategy, risk
management and metrics and targets – with existing TCFD disclosures
– Building upon our DMA and our annual Sustainability risk and opportunity assessment, we will
broaden our focus to investigate potential upstream nature-related IROs, strengthening our supply
chain environmental screening. This expansion aligns with our ongoing efforts to enhance supply
chain transparency and our understanding of associated potential risk exposures
– Building on our TCFD forward-looking scenario analyses, during our next CSA update within two
years we will expand these to include nature-related risks and opportunities, such as the supply
chain effects of biodiversity loss
– As we continue to develop our climate transition plan, we will incorporate synergies with climate
and wider nature goals while addressing trade-offs
– Expanding environmental monitoring across water stewardship and ecosystem impacts
– Aligning with GRI and ESRS requirements
This proactive approach ensures comprehensive reporting on both material and emerging
environmental considerations while preparing for evolving disclosure requirements. Our expanded
environmental framework linked to our horizon scanning will continue supporting informed stakeholder
decision-making, with regular updates provided through our website andfuture Annual Reports.
Appendix to the climate-related financial disclosures continued
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IMI plc Annual Report 2025207
Subsidiary undertakings
A full list of the Group’s subsidiary undertakings and registered/principal offices as at 31 December 2025 is included below. Except where indicated, the share capital consists of ordinary shares only.
Theprincipal country in which each subsidiary operates and has its registered/principal office is the country of incorporation. IMI plc’s effective interest in the undertakings listed is 100%, except where
indicated, and is held in each case by a subsidiary undertaking, except for IMI Group Limited and IMI Deutschland Verwaltungs GmbH which are held directly by IMI plc.
Charles Baynes Netherlands B.V., Lakeside, Solihull Parkway, Birmingham Business Park, Birmingham,
West Midlands, B37 7XZ, United Kingdom
Holford Estates Limited,
IMI CIF Trustee Limited,
IMI Components Limited,
IMI Deutschland Limited,
IMI Euro Finance Limited,
IMI Germany Limited,
IMI Group Limited,
IMI Kynoch Limited,
IMI Life Technology Ltd – incorporated 8 March 2024
IMI Marston Limited,
IMI Overseas Investments Limited,
IMI Pensions Trust Limited,
IMI plc,
IMI Precision Engineering Limited,
IMI Property Investments Limited,
IMI Refiners Limited,
IMI Sweden Finance Limited,
IMI Vision Limited,
Liquick 211 Limited,
Truflo Group Limited,
Truflo International Limited,
Truflo Investments Limited
IMI Americas LLC, 7979 E Tufts Ave, Denver, CO 80237, United States
IMI Fluid Controls Holdings Inc,
IMI Norgren LLC,
Norgren LLC
Finch Land Management LLC 7979 E Tufts Ave, Denver, CO 80237, United States
IMI Critical Engineering Holding GmbH, Bruckstrasse 93, 46519 Alpen, Germany
IMI Deutschland Verwaltungs GmbH,
IMI Germany Holding B.V. & Co KG,
Norgren GmbH
Adaptas Acquisition Co, Palmer Industrial Park, 9 Second Street, Palmer, MA 01069, United States
Adaptas Acquisition Holdings, LLC,
Adaptas Solutions, LLC
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IMI plc Annual Report 2025208
Heimeier GmbH, Vöellinghauser Weg 2, 59597 Erwitte, Germany
IMI Hydronic Engineering Deutschland GmbH
THJ Holding GmbH Bertramsweg 6, 52355, Düren, Germany
IMI Australia Pty Ltd, 33 South Corporate Avenue, Rowville VIC 3178, Australia
IMI Critical Engineering (PAC) Pty Ltd,
IMI Lakeside Australia Pty Ltd
IMI Finance SA, 19 Route de Crassier, Lake Geneva Business Park, Terre Bonne, Eysins, Vaud, CH-1262, Switzerland
IMI Finance USD SA,
IMI Hydronic Engineering International SA
Adaptas Solutions Pty Ltd, 2-8 Martha Street, Clyde NSW 2142, Australia
DeTech Australia Holdings Pty Ltd
IMI Hydronic Engineering NV Cesar van Kerckhovenstraat 110, 2880 Hingene (Bornem), Belgium
CCI Italy S.r.l, Via Larga 6, 20122 Milan, Italy
IMI Holding Italy S.r.l.,
Orton S.r.l.
IMI Hydronic Engineering A/S, Borupvang 2D 1.tv., 2750 Ballerup, Denmark
Norgren A/S
IMI Hydronic Engineering AS, Glynitveien 7, Ski, N-1400, Norway
Norgren AS
IMI Hydronic Engineering BV, Klipperaak 101 (1e etage), 2411 ND Bodegraven, the Netherlands
IMI Netherlands Holdings BV
IMI Scotland Limited c/o Brodies LLP, Capital Square, 58 Morrison Street, Edinburgh, EH3 8BP, United Kingdom
Lakeside Finance Unlimited Company, 1 Stokes Place, St Stephens Green, Dublin 2, Ireland
Lakeside Treasury Unlimited Company
Norgren Co Limited, Building 7, No. 1885, Duhui Road, Minhang District, Shanghai, China
Norgren Manufacturing Co Ltd
Z & J Technologies GmbH Bertramsweg 6, 52355 Düren, Germany
Acro Associates LLC 7979 E Tufts Ave, Denver, CO 80237, United States
Applied Kilovolts Limited Woods Way, Goring By Sea, Worthing, West Sussex, BN12 4QY, United Kingdom
Bahr Modultechnik Holding GmbH, Nord-Sued Str. 10a, 31711 Luhden, Germany
Bahr Modultechnik GmbH
Bimba LLC, 25150 S. Governors Hwy, University Park, IL 60484, United States
Mead Fluid Dynamics, Inc.
Bopp & Reuther Valves GmbH Carl-Reuther Str. 1, 68305 Mannheim, Germany
Brookvale International Insurance Limited Clarendon House, Church Street, Hamilton, HM11, Bermuda
Buschjost GmbH Detmolder Strasse 256, 32545 Bad Oeynhausen, Germany
CCI AG Fabrikstrasse 10, 8370 Sirnach, Switzerland
IMI Critical Engineering Brasil Ltda. 231, Rua Dr. Alvim Teixeira Aguiar, Iporanga, Sorocaba, SP, 18087-157, Brazil
Subsidiary undertakings continued
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IMI plc Annual Report 2025209
CCI Czech Republic s.r.o. K Letišti 1804/3, Šlapanice, 62700 Brno, Czech Republic
CCI Flow Control (Shanghai) Co Ltd Room 108, Unit 15, 159 Tian Zhou Road, Cao He Jing Development Zone, Shanghai, 200233, China
CCI International Limited Unit A3 Brookside Business Park, Greengate, Middleton, Manchester, M24 1GS, United Kingdom
CCI Valve Technology AB Industrigatan 7, Box 603, 661 29 Säffle, Sweden
CCI Valve Technology GmbH Lemböckgasse 63/1, 1230 Wien, Austria
Control Component India Pvt Limited Ground, 1st & 2nd Floor, Tower 4, SJR i park, Plot # 13, 14 & 15, EPIP Zone Phase 1, Whitefield Road,
Bangalore 560066, India
IMI Critical Engineering LLC 22591 Avenida Empresa, Rancho Santa Margarita CA 92688, United States
CorSolutions LLC Palmer Industrial Park, 9 Second Street, Palmer, MA 01069, United States
FAS Medic SA Route de Bossonnens 2, 1607, Palézieux, Switzerland
Fluid Automation Systems GmbH Hortensienweg 21, 70374 Stuttgart, Germany
Heatmiser UK Ltd Units 1-5 Hurstwood Court, Mercer Way, Blackburn, England, BB1 2QU, United Kingdom
Heatmiser Automatic Control Technology (Beijing)Limited North Zone, Floor 2, Building 12, 738 Changliu Road, Machikou Town, Changping District, Beijing, China
Herion Systemtechnik GmbH Untere Talstrasse 65, 71263 Weil der Stadt, Germany
Hysights Pte. Ltd
*
(17%) 160 Robinson Road, #14-04, 068914, Singapore
IMI Critical Engineering (APAC) Pte. Ltd 29 International Business Park, #04-01 Acer Building, 609923, Singapore
IMI Critical Engineering (AUS) Pty Ltd c/o 21-22 Greenhill Road, Wayville SA 50344, Australia
IMI Critical Engineering (Shanghai) Company Limited Building 3, No. 1-5, Lane 800, Yewang Road, Yexie Town, Songjiang District, Shanghai 201609, China
IMI Critical Engineering Korea 14 Dangdong 2-ro, Munsan-eup, Paju-si, Gyeonggi-do, 10816, Republic of Korea
IMI Critical Engr PBM LLC 1070 Sandy Hill Road, Irwin, PA 15642, United States
IMI Critical FZE Office No. FZJOA1308, FZJ0A1310, FZJ0A1307A, Jebel Ali Free Zone, PO BOX 17827, Dubai,
UnitedArabEmirates
IMI Deutschland B.V. Versterkerstraat 6, 1322 AP Almere, the Netherlands
IMI Engineering Sdn. Bhd. K-7-5 & K-7-6, Solaris Kirara, Soho, Jalan Solaris Mont Kiara, 50480 Kuala Lumpur, Malaysia
IMI France SARL 52 Boulevard de Sébastopol, 75003 Paris, France
IMI Holdings LLC 251 Little Falls Drive, Wilmington, DE 19808, United States
IMI Hydronic Engineering AB Annelund, SE-524 80, Ljung, Sweden
IMI Hydronic Engineering Business Services Spólka Z Ograniczona Odpowiedzialnoscia Olewin 50 A, PL-32300, Olkusz, Poland
IMI Hydronic Engineering China Room 360, 3F, Xinmao Building, No. 2, South Taizhong Road, Shanghai Pilot Free Trade Zone, China
IMI Hydronic Engineering France S.A. 13, rue de la Perdrix – Les Flamants 8, Paris Nord II BP 84 004, Tremblay-en-France, 95 931, ROISSY-
Charles de Gaulle, Cedex, France
IMI Hydronic Engineering FZE JAFZA One – Tower A, Office 1310, P.O. Box 262611, Dubai, United Arab Emirates
IMI Hydronic Engineering Ges.m.b.H Industriestrasse 9, Objekt 5, 2353, Guntramsdorf, Austria
IMI Hydronic Engineering Inc 8908 Governors Row, Dallas, TX 75247, United States
IMI Hydronic Engineering Limited Hat House Third Floor, 32 Guildford Street, Luton, Bedfordshire, LU1 2NR, UnitedKingdom
IMI Hydronic Engineering OY Robert Huberin tie 7, Vantaa FI-01510, Finland
IMI Hydronic Engineering Pte Ltd 223 Mountbatten Road #03-01, 398008, Singapore
IMI Hydronic Engineering S.A. lndustriestrasse 9, rue des Trois Cantons, L- 8399 Windhof, Grand Duchy ofLuxembourg
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IMI plc Annual Report 2025210
IMI Hydronic Engineering (Spain) SAU Calle Foronda 4, 2ªA, 28034 Madrid, Spain
IMI Hydronic Engineering S.R.L. Via dei Martinitt n. 3, 20146 Milan, Italy
IMI Hydronic Engineering Switzerland AG Mühlerainstrasse 26, 4414 Füllinsdorf, Switzerland
IMI Hydronic Engineering UAB A.Juozapaviciaus 27-5, Kaunas, LT – 45258, Lithuania
IMI International Co Srl Str. Aristide Pascal nr.36, Sector 3, Bucuresti, 031445, Romania
IMI International d.o.o. Alpska cesta 37b, Lesce, 4248, Slovenia
IMI International d.o.o. Slavonska Avenija 17, Zagreb, 10040, Croatia
IMI International d.o.o. Beograd Milutina Milankovica 1b, Novi Beograd, 11070, Serbia
IMI International Kft. Kunigunda Útja 60, Budapest, HU-1037, Hungary
IMI International s.r.o. Evropska 852, 664 42, Modrice, Czech Republic
IMI International Sp. z.o.o.** Olewin 50 A, PL-32300, Olkusz, Poland
IMI Japan K.K. 7-3-6 Minatojima Minamimachi, Chuo-ku, Kobe, Hyogo 650-0047, Japan
IMI Norgren Herion PVT Limited c/o Rajesh Malhotra & Associates 505, Mercantile House, Kasturba Gandhi Marg, New Delhi, 110001, India
IMI Norgren Limited 1 Stokes Place, St. Stephen’s Green, Dublin 2, D02 DE03, Ireland
IMI Norgren SA (Sociedad Unipersonal) Calle Colom, 391, 2 Edif. Tecno, 08223, Terrassa, Spain
IMI Motion & Control (Suzhou) Co Ltd No. 975 Xinzi Road, Wujiang Economic and Technological Development Zone, Suzhou,
Jiangsu Province, China
IMI Saudi Industry LLC 3826 Unit No. 7, Street 122, Second Industrial City, Post 34325-7535, Dammam, Saudi Arabia
IMI Ventures Singapore Pte Ltd 29 International Business Park, #04-01 Acer Building, 609923 Singapore
Kynoch Sweden Holding AB c/o IMI Hydronic Engineering AB, 52 480 Ljung, Sweden
Newman Hattersley Limited 5063 North Service Road, Suite 100, Burlington, ON, L7L 5H6, Canada
Norgren AG Fabrikstrasse 10, 8370 Sirnach, Switzerland
Norgren Automation Solutions LLC 2871 Bond Street, Rochester Hills, MI 48309, United States
Norgren BV Versterkerstraat 6, 1322 AP Almere, Netherlands
Norgren Co Limited 36/8 Room M1 Krungthep Kreetha Rd., Khlong Song Ton Nun Sub-District, LatKrabang District, Bangkok
10520, Thailand
Norgren Finland OY Robert Huberin Tie 7, FI-01510 Vantaa, Finland
Norgren Ges.m.b.H Industriezentrum NÖ Süd, Straße 2a, Objekt M39/1, A-2355, Wiener Neudorf, Austria
Norgren GT Development LLC 425 “C” Street NW, Suite 100, Auburn, WA 98001, United States
Norgren Kloehn LLC 33301 9th Ave S, Federal Way, WA 98003, United States
Norgren Limited 15A Vestey Drive, Auckland, 1060, New Zealand
IMI Webber Limited Lakeside, Solihull Parkway, Birmingham Business Park, Birmingham, West Midlands, B37 7XZ, United Kingdom
Norgren Limited Building 2, Wall Island, Birmingham Road, Lichfield, Staffordshire, WS14 0QP, United Kingdom
Norgren Ltda*** Av. Eng. Alberto de Zagottis, 696-B, Sao Paulo SP, 04675-085, Brazil
Norgren Manufacturing (Suzhou) Co., Ltd No. 975, Xinzi Road, Wujiang Economic & Technological Development Zone, Jiangsu Province, China
Norgren Manufacturing de Mexico S.A. de C.V. Avenida de la Montaña # 120, Parque Industrial Querétaro, Santiago De Querétaro, Querétaro,
CP76220,México
Norgren S.A. de C.V. 45061 Tlaquepaque, Jalisco, Mexico
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IMI plc Annual Report 2025211
Norgren NV Norgren NV, Alfons Gossetlaan 54 bus 5, B1702 Dilbeek, Belgium
Norgren Pte. Limited JTC Space @ Tuas, 16B Tuas Ave 1, #03-40, 639534, Singapore
Norgren SAS 1, rue de Lamirault 77090 Collégien, France
Norgren Srl Building F2, Via Roma 108, Cassina de Pecchi, 20051, Milan, Italy
Norgren Sweden AB Kamaxelgatan 11, S-212 41 Malmö, Sweden
Norgren Taiwan Co Limited 3F, No. 540 Sec. 1, Minsheng N. Rd., Guishan Dist., Taoyuan City, 333, Taiwan
Pneumadyne LLC 14425 23rd Ave North, Plymouth, MN 55447, United States
Quanta Dialysis Technologies Limited (1.5%)* The Woods, Haywood Road, Warwick, CV34 5AH, United Kingdom
Remosa S.R.L. VI Strada Ovest – Macchiareddu, Uta (CA), 09068, Italy
SAIC CCI Valve Co Ltd (44%)* Block B, 123 Chongming Xiushan Road, Chengqiao Town, Chongming County, Shanghai, 202150, China
Shanghai CCI Power Control Equipment Co Ltd 229C, 2F, No 11, Lane 465, Tengyue Road, Yangpu District, Shanghai 200090, China
STI S.R.L. Via dei Caravaggi 15, 24040, Levate (BG), Italy
TA Regulator d.o.o. Orliska Ulica 13, Brezice, SI-8250, Slovenia
TH Jansen Armaturen GmbH Blüecherstrasse 47, 66386 Sankt Ingbert, Germany
Thermotune Pte Ltd (23%)* 29 International Business Park, #04-01, Acer Building, 609923, Singapore
Thompson Valves Limited 17 Balena Close, Creekmoor, Poole, Dorset, BH17 7EF, United Kingdom
Truflo Marine Limited 2 Priory Road, Aston, Birmingham B6 7LG, United Kingdom
TWTG Group BV Schaardijk 386, 2909 LA, Capelle a/d Ijssel, the Netherlands
TWTG R&D BV Schaardijk 386, 2909 LA, Capelle a/d Ijssel, the Netherlands
TWTG US LLC 4444 Kennedy Commerce Dr, Houston, TX 77032, United States
Vaccon Company, Inc. 2871 Bond Street, Rochester Hills, MI 48309, United States
* Treated as external investments.
** IMI International d.o.o. Slovenia ceased operations on 1 January 2026 with liquidation scheduled later in 2026.
*** During 2025, IMI Hydronic Engineering Ltda merged with IMI Norgren Ltda.
Subsidiary undertakings continued
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Subsidiary audit exemptions
IMI plc has issued guarantees over the liabilities over the following companies at 31 December 2025 under Section 479C of the Companies Act 2006 and these entities are exempt from the requirements of
the Act relating to the audit of individual accounts by virtue of Section 479A of the Act:
Company name Company number Company name Company number
Applied Kilovolts Limited 02101051 IMI Precision Engineering Limited 01687068
CCI International Limited 00259162 IMI Refiners Limited 00148305
Heatmiser UK Limited 03747773 IMI Scotland Limited SC378424
Holford Estates Limited 01181406 IMI Sweden Finance Limited 07272731
IMI Components Limited 01640862 IMI Vision Limited 04421176
IMI Deutschland Limited 07843551 IMI Webber Limited 01416237
IMI Euro Finance Limited 07929408 Norgren Limited 00564656
IMI Germany Limited 07843576 Thompson Valves Limited 02791464
IMI Hydronic Engineering Limited 02945254 Truflo Group Limited 04430846
IMI Kynoch Limited 00713735 Truflo International Limited 00164822
IMI Life Technology Limited 15548089 Truflo Investments Limited 04430927
IMI Marston Limited 00155987 Truflo Marine Limited 00993167
IMI Overseas Investments Limited 00209251
Geographic distribution of employees*
The following table shows the geographic distribution of employees as at 31 December 2025 and is not required to be audited.
United Kingdom 966
Continental Europe 5,392
Americas 2,389
Asia Pacific 1,553
Rest of World 58
Total 10,358
* Includes agency and contractors.
Subsidiary undertakings continued
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IMI plc Annual Report 2025213
2021 2022 2023
1,866
2,049
2,196
2024
2,210
2025
Revenue £m
2,304
2021 2022 2023
307.0
346.1
387.4
2024
418.8
2025
Adjusted profit before tax £m
442.4
Revenue by geography (2025)
Revenue by geography (2024)
A
B
C
D
A
C
D
B
A – Europe 44%
B – Americas 29%
C – Asia Pacific 19%
D – Middle East and Africa 8%
A – Europe 42%
B – Americas 30%
C – Asia Pacific 21%
D – Middle East and Africa 7%
Income statement
2021
£m
2022
£m
2023
£m
2024
£m
2025
£m
Revenue 1,866 2,049 2,196 2,210 2,304
Adjusted operating profit 318.1 363.8 410.6 435.5 460.1
Adjusted profit before tax 307.0 346.1 387.4 418.8 442.4
Restructuring costs and associated impairment losses (39.7) (25.9) (48.1) (54.7)
Acquired intangible amortisation (15.0) (29.5) (32.0) (28.2) (25.6)
Other acquisition/disposal items (3.1) (4.2) (1.6) (0.7) (2.7)
(Loss)/gain on disposal of subsidiaries (3.8) 6.3
Gain on disposal of property 24.6
Cyber incident costs (27.1)
Exit from Russia (9.0) (2.0)
Financial instruments excluding economic hedge contract (losses)/gains (0.8) 7.9 (1.3) (11.1) 6.9
Profit before tax 244.6 285.4 302.4 330.4 418.5
Adjusted EBITDA 404 457 503 526 550
Five-year summary*
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IMI plc Annual Report 2025214
Group sales by destination
2021
£m
2022
£m
2023
£m
2024
£m
2025
£m
UK 83 93 117 130 133
Germany 238 265 280 257 261
Rest of Europe 520 520 557 555 627
Total Europe 841 878 954 942 1,021
Total Americas 526 627 665 657 663
Total Asia Pacific 409 450 470 457 448
Middle East and Africa 90 94 107 154 172
Revenue 1,866 2,049 2,196 2,210 2,304
Earnings and dividends
2021 2022 2023 2024 2025
Adjusted basic earnings per share 92.0p 105.5p 116.8p 122.5p 132.3p
Statutory basic earnings per share 73.5p 87.6p 91.5p 96.0p 124.3p
Ordinary dividend per share 23.7p 25.7p 28.3p 31.1p 34.2p
Balance sheet
2021
£m
2022
£m
2023
(Restated)
£m
2024
£m
2025
£m
Segmental net assets (including lease liabilities) 1,340 1,756 1,715 1,666 1,652
Other net non-operating liabilities excluding borrowings (gross) (32) (144) (147) (122) (93)
Net debt (excluding lease liabilities) (529) (706) (538) (459) (450)
Net assets 779 906 1,030 1,085 1,109
Statistics
2021 2022
2023
(Restated) 2024 2025
Adjusted operating profit as a percentage of revenue 17.0% 17.8% 18.7% 19.7% 20.0%
Adjusted operating profit as a percentage of segmental net assets 23.7% 20.7% 23.9% 26.1% 27.9%
Effective tax rate on adjusted profit before tax 20.0% 21.3% 21.8% 24.3% 25.4%
Net debt as a percentage of shareholders’ funds 79.9% 89.6% 62.0% 50.5% 48.0%
Net debt: adjusted EBITDA 1.5 1.8 1.3 1.0 1.0
Adjusted EBITDA: interest 33 24 22 31 31
* The five-year summary is not required to be audited.
Five-year summary* continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025215
Announcement of trading results
The trading results for the Group for the first half of 2026 will be announced on 31 July 2026.
Thetrading results for the full year ending31 December 2026 will be announced in March 2027.
Trading Updates will be issued in May and November 2026.
Expected dividend payments
Final: 15 May 2026
Interim: September 2026
Share prices and capital gains tax
The closing price of the Company’s ordinary shares on the London Stock Exchange on 31 December
2025 was 2,488.0p (2024: 1,821.0p). The market value of the Company’s ordinary shares on
31 March 1982, as calculated for capital gains tax purposes, was53.5p per share.
The Company’s SEAQ number is 51443.
Enquiries about shareholdings
For enquiries concerning shareholders’ personal holdings, please contact the Company’s Registrar:
Equiniti (contact details on the next page).
Please remember to tell Equiniti if you move house, change bank details or if there is any other
change to your account information.
Managing your shares online
Shareholders can manage their holdings online by registering with Shareview, the internet-based
platform provided by Equiniti. Registration is a straightforward process and allows shareholders to:
– help us to reduce print, paper and postage costs and the associated environmental impact of these;
– cast your AGM vote electronically;
– receive an email alert when important shareholder documents are available online such as
AnnualReports and Notices of GeneralMeetings;
– access details of your individual shareholding quickly and securely;
– set up a dividend mandate online; and
– change your registered postal address or your dividend mandate details.
To find out more information about the services offered by Shareview and to register, please visit:
www.shareview.co.uk.
Dividend Reinvestment Plan
The Company offers a Dividend Reinvestment Plan (‘DRIP’) for shareholders to purchase additional
shares in the Company with their cash dividend. The IMI DRIP is provided by Equiniti Financial
Services Limited. The last date to elect for the DRIP is 23 April 2026. More information can be
foundat www.shareview.co.uk/info/drip.
Corporate website
The IMI plc website provides a wealth of useful information for shareholders and should be your first
port of call for general queries relating to the Company and your shares. As well as providing share
price data and financial history, the site also provides background information about the Company.
Shareholders are also encouraged to sign up to receive news alerts by email in the Investors section
of the website. These include all of the financial news releases from throughout the year that are not
sent to shareholders by post. You can access the corporate website at: www.imiplc.com.
Annual General Meeting 2026
This year’s AGM will be held on 12 May 2026. For further information, please refer to the Notice
ofMeeting, which is on the corporate website.
Individual Savings Account (‘ISA’)
IMI‘s ordinary shares can be held in an ISA. For information about the ISA operated by our Registrar,
Equiniti, please call the Equiniti ISA helpline on 0345 300 0430. Lines are open from 8.30am to
5.30pm, Monday to Friday (excluding public holidays in England and Wales).
Share dealing service
Managed by Equiniti, the Company’s Registrar, the IMI plc share dealing service provides
shareholders with a simple way of buying and sellingIMI ordinary shares. Telephone: 0345 603 7037.
Full written details can be obtained from Equiniti (contact details are on the next page).
Share fraud
Share fraud includes scams where investors are called out of the blue and offered shares that often
turn out to be worthless or non-existent, or an inflated price for shares they own. These calls come
from fraudsters operating in ‘boiler rooms’ that are mostly based abroad. Further information on
how to spot share fraud or report a scam can be found on our corporate website.
American Depository Receipts
IMI plc terminated its sponsored American Depository Receipt programme on 18 January 2023.
Ifyou have questions about the termination, please contact Citibank, N.A. at 1-877-248-4237.
Shareholder and general information
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025216
Headquarters and registered office
Lakeside
Solihull Parkway
Birmingham Business Park
Birmingham
B37 7XZ
Telephone: +44 121 717 3700
IMI plc is registered in England No. 714275
Registrars
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Website: www.shareview.co.uk
Telephone: 0371 384 2916
Lines are open 8.30am to 5.30pm, Monday to Friday
(excluding public holidays in England and Wales).
Stockbrokers
J.P. Morgan Cazenove
Deutsche Numis
Auditor
Deloitte LLP
Cautionary statement
This Annual Report contains statements that are, or may be
deemed to be, ‘forward-looking statements’. Forward-looking
statements indicate IMI plc and its subsidiaries (‘IMI’) current
expectations and projections about future events and, by their
nature, involve risk and uncertainty because they relate to events
and depend on circumstances that may or may not occur in the
future. Forward-looking statements can often be identified by the
use of forward-looking terminology including, without limitation,
words such as ‘aim’, ‘ambition’, ‘anticipate’, ‘believe’, ‘expect’,
‘intend’, ‘may’, ‘plan’, ‘project’, ‘seek’, ‘should’, ‘will’, ‘estimate’,
‘target’, ‘outlook’ and similar expressions (or the negative of such
expressions). These statements include, without limitation,
statements regarding IMI’s strategy, plans and objectives,
expected revenue growth and operating margins, market trends,
opportunities, and product development. Although IMI believes
that the expectations reflected in these forward-looking
statements are reasonable, no assurance can be given that they
will prove to be correct. Forward-looking statements are based
on assumptions and on information available to IMI at the date of
approval of this Annual Report. Actual results, performance or
achievements may differ materially from those expressed or
implied by these statements due to a number of factors, risks and
uncertainties, many of which are outside the control of IMI. These
factors include those described in the risk management section
of this Annual Report. Forward-looking statements speak only as
at the date they are made. Readers are cautioned not to place
undue reliance on forward-looking statements. Nothing in this
Annual Report should be construed as a profit forecast. All
guidance, outlooks, ambitions, and expectations contained in this
Annual Report should be read together with any specific
guidance, basis of preparation, or assumptions contained or
referred to therein. Other than as required by applicable law or
regulation (including under the Market Abuse Regulation, the UK
Listing Rules and the Disclosure and Transparency Rules of the
Financial Conduct Authority), IMI undertakes no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. The reader
should, however, consult any additional disclosures that IMI may
make in any documents which it publishes and/or files from time
to time.
This report is printed on Revive 100 made from 100%
FSC
®
Recycled certified fibre sourced from de-inked
post-consumer waste.
Revive 100 is a carbon balanced paper which means that the
carbon emissions associated with its manufacture have been
measured and offset using the World Land Trust’s Carbon
Balanced scheme. This report has been printed responsibly in
theUK by Pureprint, a CarbonNeutral
®
company and certified
toISO 14001 environmental management system.
It has been digitally printed without the use of film separations,
plates and associated processing chemicals, and 99% of all the
dry waste associated with this production has been recycled.
Consultancy, design and production
www.luminous.co.uk
Shareholder and general information continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance
IMI plc Annual Report 2025217
IMI plc
Lakeside
Solihull Parkway
Birmingham Business Park
Birmingham B37 7XZ
United Kingdom
www.imiplc.com