Renishaw plc

Annual Repor t

2025

Transforming

Tomorrow

Together

Sir David McMurtry

5 March 1940 – 9 December 2024

Contents

Strategic report

2 About us

4 Chair’s statement

7 ChiefExecutiveOfficer’sreview

11 Our strategy for long-term growth

14 Our business model

15 Risk management

24 Viability statement

25 Our key performance indicators

28 How we engage with stakeholders

31 Financial review

34 Review of product groups

40 ESG review

51 Climate-related Financial Disclosures statement

57 Non-financialandsustainability

informationstatement

Governance report

60 Directors’ Corporate Governance Report

62 Board of Directors

64 Executive Committee

71 Section 172 statement

77 Nomination Committee Report

83 Audit Committee Report

89 Directors’ Remuneration Report

102 Other statutory and regulatory disclosures

106 Directors’ responsibilities

Financial statements

108 Independent Auditor’s Report

119 Financial statements contents

120 Consolidated income statement

121 Consolidated statement of comprehensive

incomeandexpense

122 Consolidated balance sheet

123 Consolidated statement of changes in equity

124 Consolidatedstatementofcashflow

125 Notes (forming part of the Consolidated

financialstatements)

163 Company balance sheet

164 Company statement of changes in equity

165 NotestotheCompanyfinancialstatements

Shareholder information

175 10-yearfinancialrecord

176 Glossary

177 Shareholder information

Weuseabbreviationsandtrademarkswithinthisdocument.Forbrevity,wedon’tdefineoridentifytheseeverytimetheyareused;pleaserefertothe

glossaryonpage176forthisinformation.Inournarrativecommentariesinthisreport,asanexample,FY2025meansthefinancialyearended

30June2025.Otherdatesinournarrativecommentary,suchas2025,refertothecalendaryear.

Renishaw plc Annual Report 2025

STRATEGIC REPORT



About us

What we do

We are a world leader in measuring and

manufacturing systems. Our products

givehighaccuracyandprecision,

gathering data to give customers

andenduserswithtraceabilityand

confidenceinwhatthey’remaking.

Thistechnologyalsohelpsour

customers to innovate their products

and processes.

Why we do it

We are guided by our purpose:

TransformingTomorrow Together

This means working with our customers

to create the products and materials

thatwilldefineourworldinthedecades

tocome,andtouchbillionsoflives.

Webelievethatourpurposeisincredibly

relevant in today’s environment where

thepaceofchangeintechnologyis

faster than ever. We also know that

thefuturewillbeaworldofscarce

resources,needinghigh-performance,

intelligent,personalisedsolutionsthat

make the best use of these resources.

Our expertise can help deliver this.

How we do it

Our vision is to innovate and transform

thecapabilitiesofourcustomersand

endusersthroughunparalleled

levelsof:

Precision

Productivity

Practicality

Where we’re

heading

Our ambition is to be a manufacturing

technologypowerhouse,generating

long-term organic growth with

sustainedprofitabilitywhiledoing

business responsibly and creating

valueforallourstakeholders.

We set out our strategy on pages

11to13.Ourstrategysupportsour

sustainable long-term growth by

ensuring we have the agility and

resources to identify and respond

toopportunitiesinourmarkets.

Ourpurpose,visionandstrategy

aresupportedbyourvaluesof

innovation,inspiration,integrityand

involvement. These values guide the

waywebehaveandthedecisions

wemake,bothasabusinessand

asindividualemployees.

Renishaw plc Annual Report 2025



Our business in numbers

Where we operate

We are a global business. We work

closely with our customers around the

world to solve complex engineering and

science challenges and improve their

products and processes.

We have two reporting segments:

Manufacturingtechnologies,and

Analytical instruments and medical

devices.Youcanfindanoverview

oftheseonpages34to39.

Weoperateinthreeregions:APAC,

EMEAandtheAmericas.Mostofour

R&D and manufacturing takes place

intheUK,andwehaveothermajor

manufacturingsitesinIrelandandIndia.

Sales

locations Revenue

APAC

30 £ 3 37.7m

(FY2024:£318.9m)

EMEA

21 £ 2 07. 8 m

(FY2024:£208.0m)

Americas

7 £167. 5 m

(FY2024:£164.4m)

£713.0m

Revenue

(FY2024:£691.3m)

£127.2m

Adjusted

profit before tax

(FY2024:£122.6m)

£118.0m

Statutory profit before tax

(FY2024:£122.6m)

78 .1p

Total dividend per share for the year

(FY2024:76.2p)

£68.9m

R&D expenditure

(FY2024:£71.1m)

Key locations

5,342

Worldwide employees

373

Graduates and apprentices employed

(FY2024:366)

1 Note29,Alternativeperformancemeasures,defineshow

eachofthesemeasuresiscalculated.Alternativeperformance

measures(APMs)arenon-IFRSmeasuresthatwebelieve

givereadersadditionalusefulandcomparableviewsofour

underlying performance. They should be considered in

additiontostatutorymeasures,andnotasasubstitutefor

orassuperiortothem.

2 As at 30 June 2025.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Chair’s statement

This has been a year of deep sorrow for everyone

atRenishawfollowingthedeathofourformer

Chairmanandco-founder,SirDavidMcMurtry,

inDecember2024.DavidwassomeoneIgreatly

respectedasahighlyinnovativeandentrepreneurial

engineer. Throughout his career he demonstrated

quietambition,humour,humilityandintegrity.Hewas

arolemodelinmanyways,andhisdeathisagreat

loss to his family and to all of us.

A highly respected legacy of innovation

David gained huge international respect for his

deepunderstandingofcustomerneedsandability

tocreatenovelproductsthataddressedthem.

AnimportantpartofDavid’slegacyisourcompany-

wideculturebuiltonourvaluesofinnovation,

inspiration,integrityandinvolvement.These

valuesreflectDavid’sown,aswellasthoseofhis

co-founder John Deer.

Davidneverlosthispassionforinnovationorfinding

ways to make existing products better. As interim

Chair I spent a lot of time this year – initially with

David – looking at our next generation of innovative

products. This included attending a quarterly review

ofourflagshipprojectsinSeptember2024.David’s

legacy lives on in the many talented and highly

experienced people who worked with him over the

years and whose expertise helps bring these

products to market. Will Lee shares more detail

onthisyear’sproductlaunchesinhisreviewon

pages 7 to 10.

An evolving Board

Our search for a new independent Chair and an

additional independent Non-executive Director

commenced in 2024. While the recruitment process

and future skills needed on the Board have been

influencedbyDavid’sdeath,WillandIhavemet

withanumberofprospectivecandidatesforthe

independentChairrole.Onceappointed,Renishaw’s

new independent Chair will play a key role in

maintainingthecultureandvaluesthatI’vementioned,

as well as working with the rest of the Board to help

Renishaw navigate future opportunities and challenges.

RichardMcMurtry,oneofDavid’ssons,joinedour

Board as a Non-executive Director in July 2024.

InJuly2025,Renishaw’sco-founderJohnDeer

steppeddownasDeputyChair,althoughhe

remainsaNon-executiveDirector.Wewerepleased

towelcomeJohn’sgranddaughter,CamilleDeer,

asaNon-executiveDirector,witheffectfrom

1 September 2025. Camille is an excellent addition

tothestrengthofourBoard,havingalreadyenriched

discussionasanObserverontheBoardthisyear,

alongsideDavid’sotherson,BenMcMurtry,whohas

alsobeencontributingasanObserver.

Camillebringsexperienceinintellectualproperty,

innovation pipeline and risk management from her

other appointments in areas outside of Renishaw’s

corebusinessinterests.Iamconfidentthather

appointment as a Non-executive Director will prove

invaluable in helping to guide the strategic direction

ofthebusiness,whiledemonstratingthecontinued

commitment of the founding families to the future

ofRenishaw.

Separately,afteracareerofover46yearswith

Renishaw,AllenRobertshasagreedwiththeBoard

that he will step down from his position as Group

Finance Director and will not stand for re-election

attheupcomingAnnualGeneralMeetingon

26 November 2025. Allen will remain an employee

oftheCompanyuntil31December2025tofacilitate

the handover of his responsibilities. To have remained

Finance Director of a FTSE listed company for

over40yearsisanincredibleachievement.

Allen’sstewardshipofRenishaw’sfinancesthrough

an ever-evolving business landscape has been

acornerstoneofitsenduringsuccess.Onbehalf

oftheBoard,Iwishhimalong,happyandhealthy

retirement. A process has commenced to recruit

aChiefFinancialOfficer.

MythanksofcoursemustalsogotoallourExecutive

and other Non-executive Directors for their leadership

and guidance to achieve record revenue and an

increaseinAdjusted*profitbeforetaxin

achallengingyear.

WecontinueinourobjectivetostrengthentheBoard

and ensure we have directors with appropriate

experience and skills to guide the company to even

greater success.

*Note29,Alternativeperformancemeasures,defineshoweachofthesemeasuresiscalculated.

Renishaw plc Annual Report 2025

Strategic report

Deepening the Board’s understanding

of our products and markets

These changes are part of a wider evolution taking

place at Renishaw. I’ve been impressed with the

Executive Committee’s commitment to retaining

David and John’s innovative spirit while building

amanufacturingtechnologypowerhousecapable

ofthrivinginanincreasinglycomplexandcompetitive

world. The Board plays a key role in supporting and

challengingthiswork,soit’sessentialwehave

astrongunderstandingofourproductdevelopment

pipeline and the highly attractive markets we serve.

While the Board discusses product development

ateverymeetingandreceivesmarketupdatesfrom

ourthreeregionalPresidents,thisyearwealso

incorporated site visits and attended external industry

events as part of our meeting schedule. In September

2024,membersoftheBoardattendedourGroup

Sales Conference where we met many of our country

salesleaders.Then,inMay2025,wetravelledto

Stuttgart,Germany,tovisitourfacilitiesandattend

Control,amajormetrologyequipmenttradeshow.

This provided a further opportunity to see how our

customers use our products and learn more about

our competitive landscape. It also reinforced the

length and depth of many of those customer

relationships,aswellastheworkourteamsdo

tonurturethemataglobalandregionallevel,

strengtheningourreputationforservice,support

andreliablesupply.Theinsightsfromthesevisits

have enriched Board debate and deepened

understanding of Renishaw’s opportunities

andchallenges.

Focusing on innovation and productivity

in a time of risk – and opportunity

Asaglobalbusinessoperatingacross36countries,

we face increasing uncertainty in some of our

markets,includingmorecompetitionfromlow-cost

manufacturers.Likeallinternationalbusinesses,

weneedtomakesurewecannavigatethepotential

cost and governance challenges associated with

tariffandregulatorychanges,andstayalertto

theopportunitiesandrisksaheadofus.China

isagoodexamplehere,sinceitrepresentsan

important growth opportunity for Renishaw as

wellasasourceoflow-costcompetition.

It is too early to say how recent geopolitical

turbulence,includingtheimpactofUStariffs,will

affectRenishaw.However,Ibelievechallengeoften

leadstoopportunity–providedweremainfocused

onstrengtheningouroffertocustomers.Thatmeans

continuing our legacy of innovation and successful

productlaunches–andtheBoardwasdelighted

toseetheintroductionofournewEquator-Xdual-

methodgaugetothemarketattheendofthe

financialyear,aheadofitsfulllaunchinAutumn2025.

It also means continuing to drive productivity and

staying focused on our strategy. The best way that

Renishaw can drive productivity is by investing in our

peopleandtechnology,andtheCompanyhascome

a long way in a short time in this respect. The HR

team has continued its excellent work this year to

developcompetencyframeworks,careerpathways

and succession plans for our critical roles. The Board

was also pleased to see continued progress in our

digitaltransformationprogramme,includingthe

detailed planning for the roll out of Microsoft

Dynamics365tohelpmoderniseourresource

planning,andanewautomatedinventory

management system at our warehouse in Wales.

As part of ensuring we remain focused on our

strategy,theBoardapprovedseveralkeydecisions

thisyear,includingtheclosureofthedrugdelivery

partofourNeurologicalbusinessandoursmall

researchofficeinEdinburgh,andinitiating

anoperatingcostreductionprogramme.Thishas,

unfortunately,ledtoredundanciesandIwouldlike

totakethisopportunitytothankeveryone,bothpast

andpresentcolleagues,fortheircontributionsto

thebusiness.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Chair’s statement continued

The Board also approved the change to Renishaw’s

businessstructureandreportingsegments,asWill

explains in more detail on page 9.

We must also remain alert to the risks we face.

Theseareconstantlyevolving,andtheBoard

spenttimethisyearconsideringandreviewingthe

Company’sriskmanagementframework,described

on pages 15 to 16.

Strengthening our approach to

stakeholder engagement

Our stakeholders are always a guiding force

indecision-making.Listeningtoouremployees

isparticularlyimportantsincethesuccessof

Renishaw’s strategic success relies on their talent

andcommitment.Thisyear,theBoardhearddirectly

fromemployeesduringoursitevisitsandcontinued

receiving updates from our employee engagement

ambassador and Chair of the Remuneration

Committee,CatherineGlickman,includingfeedback

from new employee listening sessions. It’s also

notablethatinthesecondyearofourglobal

employeesurvey,participationrose11%,withour

engagementscoresteadyat74%–justabovethe

global benchmark recorded by our survey provider.

The Board has also supported Renishaw’s

increasedinvestorengagement.Thisnowincludes

half-andfull-yearfinancialresultsroadshows,which,

asWillexplainsinmoredetailonpage7,havebeen

very productive. I have also spoken to a number of

investors at our Capital Markets Day and at

othertimeswhencontactedbyinvestorswith

specificenquiries.

We have a progressive dividend policy that aims to

increasereturnstoshareholders,andevenduring

therecentperiodsofreducedprofits,wemaintained

dividend levels due to our strong cash reserves and

future growth plans. This year we are proposing to

increasetheoveralldividendpershareto78.1p,

whichisanincreaseof2.5%onFY2024.

A continued commitment to equality,

diversity and inclusion

We know we have more work to do in areas like

equality,diversityandinclusion,andRenishaw

remains committed to building an inclusive working

environment that supports everyone to do their best

work.Whileourdiversitytargetsareambitious,our

growing network of employee resource groups and

rising retention rate suggest we are heading in the

right direction. We provide more detail on all our

people-related activities on pages 46 to 48.

Looking ahead

It remains a privilege to act as interim Chair during

achallengingyetproductiveperiodforRenishaw.

TheworkeveryoneatRenishawhasdonetocreate

amoreagile,innovativeandproductivebusiness

retains the values on which David and John founded

theCompany,andwillensurethatRenishawhas

atremendousfutureaheadofit.

Sir David Grant

Interim Non-executive Chair

17 September 2025

Renishaw plc Annual Report 2025

Weachievedrevenueof£713.0mboostedbythe

ongoingrecoveryinthesemiconductormarket,

with3.1%annualgrowthatactualexchangerates

andunderlyingannualgrowthof3.7%atconstant

currency*.Adjusted*profitbeforetaxof£127.2m

was3.8%higherthanlastyear,whilestatutory

profitbeforetaxof£118.0mwas3.7%lower.

We continued to see rising demand from the

semiconductor manufacturing equipment market

forbothourlaserandopticalencoderproducts,

andachievedsteadyprogressinsystemssales,

withgoodgrowthforAGILITYco-ordinatemeasuring

machines(CMMs).Lowerdemandfromthe

automotivesectoraffectedsalesofourIndustrial

Metrology(IM)products.However,opportunities

inothersectors,includingconsumerelectronics,

helpedoffsetthatweaknessandhighlightedthe

strength of having a business that serves

multiplesectors.

I would like to thank everyone at Renishaw for their

resilience and commitment to delivering business

growth under challenging global conditions. I have

been impressed with their dedication and

commitment to our purpose.

Duringtheyear,Ihavebeenfortunatetomeetmany

of our teams – from those involved in early-stage

research to those working closely with our global

customers. I was constantly reminded of the

importanceofstrongrelationships,andhave

particularlyenjoyedmeetingcustomersandhearing

how we have worked together over many years to

help solve their challenges. This has also been the

firstfullyearofourenhancedinvestorrelations

programme,andIhavefounditilluminatingtomeet

with many shareholders. Their feedback is very

helpful to the Board’s strategic discussions.

Asalreadycommunicated,AllenRobertsleaves

Renishawattheendof2025.SinceIjoinedthe

Boardin2016,IhavevaluedAllen’scalmjudgement,

his deep understanding of our operations and the

integrity that he exhibits in his approach to business.

HehasbeeninvaluabletotheBoard,andIwishhim

theenjoyableretirementthathefullydeservesforhis

many years of commitment to our Company.

Remembering Sir David McMurtry

Sir David Grant has already expressed our feelings

aboutSirDavidMcMurtry,ourco-founder,whosadly

died in December 2024. We held a special event in

July2025tocelebratehislifeandlegacy,which

highlightedhisimmensecontributionstoaerospace,

metrologyandtheautomotivesector,andasaprivate

benefactor to his local community. Having worked

closelywithSirDavidduringmyRenishawcareer,

thevaluesandapproachtoinnovationthathe

represented,andtheethosthatheandJohnDeer,

co-founderandNon-executiveDirector,instilledin

Renishaw,willcontinuetoguidemeandthe

development of our business.

Group performance

Totalrevenuefortheyearwas£713.0m,compared

with£691.3minFY2024.Revenueatconstant

exchangerates,excludingtheimpactofforward

contracts,was£25.8mhigherthanthepreviousyear.

At actual and constant currency rates we saw growth

inourAPACregion,withgrowthinManufacturing

technologies revenue boosted by sales from the

PositionMeasurement(PM)productgroup.Despite

continuingpricingpressures,wesawgoodgrowth

inChina.Whilelower-costcompetitionisrisinginthe

region,weseeopportunitiesinareasofthemarket

thatwedonotcurrentlyaddress,providedwesupply

productswiththeappropriatespecificationandprice.

TheAmericasalsosawgrowthatactualandconstant

currencyrates,withgrowthforourIM,PMand

Neurological product groups. EMEA revenue was

flat,withgrowthinPMproducts,notablyforlaser

encoders.ThisoffsetthedeclineinAdditive

Manufacturing(AM)andIMrevenue,withthelatter

seeingparticularweaknessinmachinetoolsensors,

affectedbytheautomotivesector.

Revenue for our Manufacturing technologies segment

was£671.5m,representing3.6%growthoverthelast

year.IMwasflatcomparedtolastyear,withmixed

performance for its product lines. While we saw

revenuegrowthinourmetrologysystemsproducts,

includingAGILITYCMMs,revenueforsensorswas

slightly lower than last year. Our systems products

arebenefitingfromthecontinuingtrendin

Chief Executive Officer’s review

*Note29,Alternativeperformancemeasures,defineshoweachofthesemeasuresiscalculated.

Region

FY2025

revenue

£m

FY2024

revenue

£m

ActualFX

variance

ConstantFX

variance

APAC 337.7 318.9 6 7

EMEA 207.8 208.0 0 0

Americas 167.5 164.4 2 2

Total Group revenue 713.0 691.3 3 4

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Chief Executive Officer’s review continued

manufacturers integrating metrology on the shop

floortoprovidereal-timecontrolofmachining

processes.Theautomotivemarketaside,demand

formetrologysensorsisstillgrowinginmostsectors,

demonstrating the resilience of our business as

wecontinuetobenefitfromtheincreasinguseof

automation.PMrevenuewashigher,withgrowthin

allproductlinesboostedbydemandfromboththe

semiconductor sector – where AI has driven demand

forchips–andEVsupplierswhoareinvestingheavily

in highly automated battery manufacturing facilities.

Allourencoderproductsarebenefitingfromthe

continuing rise in industrial automation and robotics.

WhileourAMrevenuewaslower,weentertheyear

withagoodorderbookintheAmericasandEMEA.

We continue to see demand from the aerospace

sector,duetoAM’sabilitytomanufacturecomplex

parts and consolidate parts to eliminate the need for

assemblies. The medical/dental sector is another key

marketduetoAM’sabilitytomakecustomparts,and

we saw increasing demand in consumer electronics

anddefence,whereAMsupportstherequirementfor

fast-moving design iterations.

Our Analytical instruments and medical devices

segment had a disappointing year with revenue

of£41.6m,whichwas3.8%lowerthanFY2024.

Revenue for the Spectroscopy product line was

lowerbutendedtheyearwithastrongorderbook.

Wearesellingmoreofournewerproducts,which

hashelpedsignificantlyincreasesalesforindustrial

applications.Thishashelpedoffsetnational

governmentreductionsinresearchbudgets,most

notablyintheUSA.Anincreasinglydiversecustomer

base is also ensuring greater resilience with less

reliance on public sector research. Sales of our

Neurologicalproductswerehigher,withgrowthfor

our neuromate surgical robot compensating for the

declineinsalesinourdrugdeliverybusiness,which

we have decided to close. The growth in robot sales

wasduetoamixtureofnewsales,promptedby

generalgrowthinroboticsurgery,andreplacement

salesforolderneuromatesystems.

Adjustedprofitbeforetaxfortheyearwas£127.2m

(FY2024:£122.6m).Adjusted*earningspershare

was137.8p(FY2024:133.2p).Adjustedmeasuresare

theonestheBoardusestomeasureourunderlying

tradingperformance.Statutoryprofitbeforetaxwas

£118.0m,(FY2024:£122.6m),leadingtoStatutory

earningspershareof115.2p(FY2024:133.2p).

Statutoryprofitaftertaxincludes£13.2mofprovisions

relatingtohistoricalandnon-recurringtaxmatters,

whichareexcludedfromadjustedmeasuresgiven

they do not represent underlying performance and

wedonotexpectthemtorecur,ofwhicha£4.9m

interestexpenseisincludedinstatutoryprofitbefore

tax.ReadmoreintheFinancialreviewonpage32.

Our purpose and ambition drive

ourstrategy

Our ambition as a manufacturing technology

powerhouse is to continue our track record of

long-termorganicgrowthinrevenueandprofitability,

underpinned by our purpose of Transforming

TomorrowTogether.Thisdrivesustoworkclosely

with our customers to solve their problems with

innovativeproductsthataredeliveredthrough

world-class,in-housemanufacturingand

globalservice.

We are targeting high single-digit average growth

through the business cycles that we face in our core

markets,combinedwithAdjusted*operatingprofit

marginsinexcessof20%(seeOurkeyperformance

indicatorsonpages25to27).Ourtrackrecordof

through-cyclegrowthoverseveraldecades,andthe

attractiveopportunitiesweseefromglobaltrends,

suchasdigitalisationandindustrialautomation,

giveusconfidencethatwecanachievethese

targetsinthefuture.

As discussed at our Capital Markets Day in June

2025,wehavevariousinitiativesunderwaytohelp

usachieveourfinancialtargets.Theseinclude

continuing to drive revenue growth through

accelerated innovation and improving operating

margins through focused execution and productivity.

Our recent focus on improving returns from R&D

expenditureisnowbeingrealised,withsome

importantnewproductslaunchedinFY2025and

earlyFY2026thatwillhelpdrivefuturegrowth.

£713.0m

Revenue

(FY2024:£691.3m)

£12 7. 2 m

Adjusted profit before tax

(FY2024:£122.6m)

Renishaw plc Annual Report 2025

WeareaimingtoincreaseAdjustedoperatingprofit

from15.7%tomorethan20%bydrivingdown

costsinproduction,engineering,distributionand

administration as a percentage of revenue. We are

intheprocessofimplementinganoperatingcost

reductionprogramme,whichaimstoachieve

annualisedlabourcostsavingsof£20mthrough

avoluntaryandcompulsoryredundancyprogramme.

Thiswasnotadecisionwemadelightly,andlike

SirDavidGrant,Iwouldliketothankallthose

affectedfortheircontributionstoRenishaw.

Additional initiatives to help us achieve our targets

include: automating more of our manufacturing

operations;greaterprioritisationofR&Dprojects

andbringingproductstomarketfaster;developing

softwaresothatourproductsrequirelessfield

support;andimplementingMicrosoftDynamics365

to streamline customer transactions. We are also

investing in AI software tools to increase

productivityinallareasofthebusiness.

Weareactivelymanagingourbusinessportfolio,

taking the decision this year to exit the loss-making

drug delivery aspect of our Neurological business.

ThiswillleadtoanannualbenefitinGroupoperating

profitofaround£3mthereafter,andwecontinue

toseekanewownerfortheremaining

neurosurgicalactivities.

Effective1July2025,weintroducedthreenew

reporting segments that are more closely linked

toendusermarketsandexternaldemanddrivers,

and better aligned with our evolving organisational

structure. We believe this will help investors better

understand our business. Read more about the new

segments on page 34.

Making strategic progress for growth

We have also continued to make solid progress

against our three strategic focus areas:

1 growingourexistingmarkets;

2 increasing the value to Renishaw of the

technologythatwesell;and

3 extendingintonew,high-growthmarkets.

These areas are integral to our long-term value

creationmodel,whichweexplaininmoredetail

onpages11to13.

Growing our existing markets

We aim to increase revenue by driving up probe

fitmentlevels,offeringhighervaluesensors,and

winning more customers that build machinery.

ThisrequiresstrongongoingR&Dinvestmenttokeep

creatinginnovativeproductsthatdifferentiateusfrom

ourcompetitors,andhelpustomakethemostofnew

opportunitiesastheyarise.Thisyear,thatinvestment

led to the introduction of Opti-Logic technology in

ourtwinprobesystemformachinetools,makingit

fasterandeasiertosetupusingasmartphoneapp.

Ourlaserencoderswerethebest-performing

productlineinFY2025,withstrongdemandfor

semiconductor wafer handling machinery

applications. We recently launched our next

generationoflaserencoderswithimproved

metrologyperformanceand‘plug-and-play’

functionality,makingthemeasiertoinstall

andservice.

Increasing the value of the technology we sell

Our second strategic focus is designed to help us

increase revenue by providing our end user customers

withcompletesolutionstocaptureagreaterproportion

oftheirinvestment.ThisincludesourAGILITYCMMs,

whichachievedgoodgrowththisyear.

We also launched the RenAM 500D dual laser

AMmachine,whichwhenfittedwithourTEMPUS

technologyoffersproductionspeedsthatareup

tothreetimesfasterthanconventionalsinglelaser

systems.WeunveiledournewEquator-Xdual

methodgaugingsystemandMODUSIMEquator

softwareatthisyear’sCapitalMarketsDay,andwill

fully launch both at the EMO Hannover trade fair

inSeptember2025.Oursoftwareispartofthe

importantMODUSIMfamily,whichwillmakeour

metrologysystemsproducts,suchasEquator

gauges,easiertouseandhelpreducedistribution

costs,withlessneedforapplicationssupport.

Extending into new, high-growth markets

Our third strategic focus is to diversify into close-

adjacentmarketswherewehavestrongmarket

understandingandbrandawareness.Here,wehave

launchedournewASTRiAinductiveencoderline,

offeringrobustandaccuratepositionmeasurementin

harshenvironments,includingrobotics,defenceand

medicaldevices.Thisisthefirstproductwehave

developed using our new minimum viable product

(MVP)approach,whichenablesustobringproducts

tomarketfasterandgainconfidencebefore

committing more development costs.

Find out more

about our

Equator-X

gauging

system

Find out more

about our

ASTRiA

inductive

encoder

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Steady progress in our ESG strategy

InthefirstyearofournewESGstrategywehave

continued to make good progress towards our target

of Net Zero for Scope 1 and 2 emissions by 2028.

Wereducedtheseby13%versusFY2024,helped

bytheongoingtransitionofourglobalvehiclefleetto

ultra-low emissions vehicles. Reducing our Scope 3

emissionsremainschallengingbecausewerely

heavilyonoursupplychaintofindsolutions.

Iam,therefore,pleasedtoseetheprogressour

sustainabilityandprocurementteamsmadethisyear,

working with our largest metals supplier to develop

amethodologytoquantifytheiremissions.This

identifiedanopportunitytotransitionthemajority

ofthealuminiumwebuyfromthissupplierfrom75%

to100%recycledcontent.Thiswillenableusto

reduce the emissions intensity of the main aluminium

productswebuy.Wearenowworkingwithfive

othermetalssuppliersusingthesamemethodology.

Wecontinuetoseesignificantcommercial

opportunities arising from decarbonisation – one of

thestructuraldriversthatunderpinsourmarkets.

Duringtheyear,wefocusedparticularlyonimproving

thewaywecapture,analyseandreportonkeydata.

This includes transitioning to more primary data for

Scope3emissions,andimprovingourinternal

datacollectionandauditprocessesforScope1

and2emissions.

We also ran our second global employee

engagementsurveythisyear,withan11%rise

inresponses.Iwaspersonallydelightedto

participateinthefirstofournewlisteninggroup

sessions,hearingfirst-handwhatit’slikeworking

inanengineeringbusinessforsomeofRenishaw’s

femaleemployees,aswellastheirideasforattracting

a more diverse workforce.

See our ESG review on pages 40 to 50 for more

informationonallourprogressthisyear.Wealso

provide more information on how we engage with

ourkeystakeholdersonpages28to30.

Outlook

TherehasbeenasteadystarttoFY2026inline

withourexpectations.Despitethecontinuingglobal

uncertainty,thestructuraldriversthatunderpinour

markets are presenting growth opportunities across

ourbusinessesandatthisstageweareexpecting

toachievefurthersteadyrevenuegrowthinthe

yearahead.

Wearefocusedonachievingourfinancialtargets

overtimeofhighsingle-digitaveragethrough-cycle

revenuegrowthandAdjustedoperatingprofit

marginsof20%.Weremainconfidentinourorganic

growthstrategygiventheprogressthatwehave

again made against our three strategic focus areas

forgrowth,andweareexcitedbytherevenue

potentialfromrecentlylaunchedproducts.Toimprove

ourmargins,wearecontinuingtoinvestinourIT

transformationandproductivityimprovements,and

wearereducingourfixedcostsinrelationtothesize

ofthebusiness,withcleartargetsforproduction,

engineering,distributionandadministrationcosts.

TheBoardremainsconfidentinourlong-term

sustainable growth model to drive shareholder value.

Thisisbuiltonsolvingcustomerproblemswith

innovativeproducts,globalserviceandworld-class

in-house manufacturing.

Will Lee

Chief Executive Officer

17 September 2025

Chief Executive Officer’s review continued

HSD%

Through-cycle revenue growth

(FY2025:6.9%)

15%

Return on invested capital (ROIC)

(FY2025:12.6%)

20%

Adjusted operating profit margin

(FY2025:15.7%)

70%

Adjusted cash flow conversion

(FY2025:91%)

Financial targets

See key performance indicators pages 25 to 27.

*Highsingledigit.

Renishaw plc Annual Report 2025

Our strategy for

long-term growth

Weareamanufacturingtechnologypowerhouse,andourstrategyaimstofulfil

our purpose of Transforming Tomorrow Together by creating long-term value

forallourstakeholders.Wepursueleadingpositionsinanexpandingrangeof

high-growth markets for our portfolio of sensor- and software-enabled systems

products. We target high single-digit average through-cycle organic growth and

morethan20%Adjustedoperatingprofitmargin,whiledeliveringonourESG

strategy,whichincludesourcommitmenttoNetZero.Formoreinformation,

seeourkeyperformanceindicators(KPIs)onpages25to27.

Our strategy: driving consistent

outperformanceseepage13

Growing in

existing markets

Increasing

technology value

Extending into

new markets

STRATEGIC

PRIORITIES

Fitmentlevels,

cross sales and

new customers

Systems,software

and smart

factorysolutions

Robotics

andindustrial

automation

FOCUSED

EXECUTION

Commercial

focus

Innovation

In-house

manufacturing

Our ESG strategy see page 40

Our strategy is underpinned by a robust

risk management framework.

See pages 15 to 23.

We measure our progress against 10 KPIs

thatreflect financial and non-financial

performance. See pages 25 to 27.

Manufacturing

machine

performance

Electrification

anddigitalisation

Industrial

automation

Decarbonisation

Our opportunity: well positioned in markets

growing atmore than 5%

a year see page 12

£6bn

Total addressable

market

Future

R&D in

attractive

close-adjacent

markets

Emerging

Rapid share

gain to grow

profit%

Established

Number 1 or 2

market share

Profitableand

growing

PORTFOLIO

GROWTH

1 Estimated weighted average through-cycle demand growth of Renishaw’s addressable markets.

2 UnauditedmanagementestimatesfromacombinationofexternalmarketresearchandCompanymarketknowledge.

3 Emergingportfolioproductsoperateinmorefragmentedmarketswithsignificantopportunitytogainmarketshare;theyaretypicallybelowthescaleneeded

to generate our target level of return.

4 Establishedportfolioproductshaveastrong,profitablemarketposition(number1or2marketshare)ingrowingmarkets.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Strategic report

STRATEGIC REPORT

Our strategy for long-term growth continued

Our opportunity

We pursue innovation-led growth in both emerging and established markets with

acombinedaddressablevalueof£6bn,andwheremanufacturingandsocietal

trendscontributetoattractivethrough-cyclegrowthratesofatleast5%.Weare

wellpositionedtogrowmarketshareinfast-movingemergingmarkets,while

buildingonourfirst-orsecond-placepositionsinmanyestablishedmarkets,

whereouraveragemarketshareismorethan20%.

MANUFACTURING TRENDSCHANGES IN WIDER SOCIETY

Manufacturing machine performance

Arelentlessdrivetoimprovetheprecision,

speedandcapabilityofmanufacturing

equipment to make the advanced products

ofthefuture.

Industrial automation

Industrial processes are becoming more

automated as manufacturers grapple

with skilled labour shortages and aim

tobecomemoreproductive.

Electrification and digitalisation

Astheworldbecomesmoreelectrified

andconnected,weareseeingsweeping

changesinthetransportation,electronics

and semiconductor industries.

Decarbonisation

The drive to decarbonise is forcing

manufacturerstorethinkhowtheydesign,

make and support future products to

minimise environmental impact.

Established

products:

Metrology

sensors and styli

Open encoders

Calibration

Spectroscopy

Emerging

products:

Metrology

systems and

software

Additive

manufacturing

Enclosed

encoders

Industrial

automation

Inductive

encoders

£6bn

Total addressable

market

Our opportunity: well positioned in marketsgrowing at more than 5%a year

Renishaw plc Annual Report 2025

Our three strategic focus areas

Tomakethemostoftheopportunitiespresentedbyourattractivegrowthmarkets,

we’veidentifiedthreestrategicprioritiestohelpdrivemarketgrowthandhelpus

grow market share ahead of our competition.

Ourfocusontheseareasissetwithinarigorousriskmanagementframework,

whichincludesourapproachtoclimaterisk(seepage18),andisunderpinned

byourESGstrategy.

OurESGgoalsandobjectivesaresetoutonpages40to50.

Our strategy: driving consistent outperformance

STRATEGIC

PRIORITY

Growing in existing markets Increasing technology value Extending into new markets

WHY IT DRIVES

PERFORMANCE

We aim to increase revenue per

machine tool,capturingmore‘share

of wallet’ from machine tool builders

bydrivingupprobingfitmentlevels

andofferinghigher-valuesensors.

We also aim to win new machine

builder customers,particularlyin

position encoders.

By building systems sales we

captureagreaterproportionofend

user investment and access long-

termservicerevenues.

We also aim to expand our software

offering,whichenablessystems

sales and creates a revenue stream

initsownright.

We aim to diversify into close-

adjacent markets,seeking

opportunitieswherewehavemarket

understandingandbrandtraction.

We are also focused on smart

factory solutions,whichcandrive

recurring software revenue streams.

These solutions help users identify

and respond to trends in their

measurement data.

HIGHLIGHTS FROM

FY2025

Strong growth in demand for

fibre-laserencodersforwafer

inspectionmachinesinthe

semiconductor sector.

Introduced Opti-Logic technology

inourtwinprobesystemformachine

tools,makingitfasterandeasierto

setupusingasmartphoneapp.

Launched next generation laser

encoderrangewith‘plug-and-play’

detector heads and enhanced

metrology performance.

Achieved steady growth in metrology

systems,includinggoodgrowthfor

ourAGILITYCMMs.Launched

theRenAM500DduallaserAM

machine,whichfeaturesour

patentedTEMPUStechnology,

offeringproductionspeedsthatare

up to three times faster than

conventional single laser systems.

Expandedourrangeofshop-floor

flexiblegaugeswiththeEquator-X

dual method gauge and also

introducedourMODUSIM

Equatorsoftware.

Introduced our next generation

Raman instrument for industrial

customers.

Launched new ASTRiA inductive

encoders,offeringrobustand

accurate position measurement

inharshenvironments,including

robotics,defenceand

medicaldevices.

Continued to educate the market

aboutournovelindustrialautomation

productsforrobots,achievingearly

successes with applications in the

semiconductor manufacturing

anddefencesectors.Addedto

therangewithmorededicated

probingsystemsthatallowprocess

monitoring and automated recovery

followingarobotcrash.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Our resources Delivering value for...

Our business model

Weworkwithourcustomerstounderstandtheirtechnologicalchallenges,thendesign,

manufacture and sell innovative products and processes to solve them.

Our business model helps us focus our resources and make the most of our strengths

todelivervalueforallourstakeholders.

Customer relationships

We’re able to invest in long-term relationships with our

customers. This helps us to understand their needs and

design solutions to solve their challenges.

People

Our5,342*talentedpeoplearoundtheworldarecommitted

todeliveringourpurpose,visionandstrategy.

Supplier relationships

Our global and local suppliers provide us with the

high-qualitycomponentsandmaterialsweneed,

aswellassupportingourinfrastructureandoperations.

Research and development

OurstrongIPportfolioandsignificantcommitmentto

R&Dexpenditurehelpsetusapartfromcompetitors

anddeliverlong-termvalue.

Financial resources

We’ve funded our growth and infrastructure by reinvesting

ourprofits.Wealsohaveastrongcashposition,helping

ustofundfuturedevelopmentanddeliverourstrategy.

Our customers

— £115.7mspentondevelopingnewproductsandimproving

ourexistingproducts.

— 66 key locations worldwide providing local customer support and

technical expertise.

Our shareholders

— Totaldividendsof£56.9mfortheyear,upfromwithFY2024.

— Continuedevolvingourinvestorrelationsengagement,includingourCEO

meetingwith36institutionsduringourfirsthalf-yearresultsroadshow.

Our people

— £306.9minsalaries,bonuses,socialsecurityandpensionscontributions.

— Continued developing functional competency frameworks to support

talent reviews and succession planning.

Our suppliers

— £20.4mcommittedtoglobalcapitalexpenditureprojects.

— 695 global suppliers for direct goods and services to

UKmanufacturingoperations.

Our communities

— Ongoing education outreach programme reached around

13,500students.

— £0.3mincharitabledonationsduringtheyear.

Our planet

— 13%reductioninourmarket-basedstatutorygreenhousegasemissions

comparedtoFY2024.

— Self-generated11%ofourglobalelectricityconsumptionthrough

renewable sources.

Innovative

engineering

Usingourunderstandingfrom

ourcustomersandworld-class

engineering,wedesign

innovative products that solve

theseproblemsandprovide

precision,productivity

andpracticality.

Routes to market

We have local support and

technical experts based in

ourmainmarkets,helping

ustorespondquicklyto

ourcustomers’and

endusers’needs.

High-quality

manufacturing

We then manufacture

theseproductsourselves.

This gives us control

overtheirquality,

costanddelivery.

Customer needs

We work closely with our

customers to understand

the challenges they face in

manufacturing,materials

analysis and healthcare.

*Asat30June2025

Renishaw plc Annual Report 2025

Risk management

Our approach

Risk management shapes every decision we make and is

embeddedintoourcorporateculture.Understandingtherisks

and opportunities facing our business is critical in driving

long-term value creation for all our stakeholders. While we are

notaversetotakingrisks,wefocusonidentifyingtherisksthat

couldaffectourperformanceorreputationandmanagingthem

accordingly. Adopting a balanced and agile approach is not

onlyfundamentaltominimisingourlossesandsafeguardingour

reputation,butalsoadriverforeffectivedecision-makingwhile

supporting our strategic goals on innovation and growth.

Ourriskmanagementframeworkisdynamic,enablingusto

respond to the threats while capitalising on opportunities –

withoutexposingthebusinesstounduelevelsofrisk.So,while

ourriskappetiteforcompliancewithlawsandregulationsislow,

wehaveahigherriskappetiteforproductinnovation,givenour

experience and historic investment levels.

Toeffectivelymanagerisk,weemploythethree-lines-of-

defence model:

— First line:ourproductgroupdivisions,salesteamsand

functionsareresponsibleforidentifying,evaluatingand

managingtheirownrisks,includingapplyingourpolicies

andprocedures,suchasourCodeofConduct.

— Second line:theAuditCommittee,overseeingthe

managementcommitteesandtheInternalControlsteam,

reviewstheeffectivenessoftheriskandcompliance

frameworkandsomonitorsandchallengestheriskprofile

ofthebusiness.

— Third line: our Internal Audit team provides independent

assurancebyreportingontheeffectivenessofthefirsttwo

lines of defence in managing the risks posed to the business.

Our risk management framework incorporates top-down and

bottom-upriskreviewsinalternateyearstoeffectivelymonitor

principalandemergingrisks,andiscoupledwithdeepdiveson

targeted principal risks. The reviews provide critical data points

fortheRiskCommitteetohelpensurewehaveaneffective

system in place to monitor and develop the Group’s approach

torisk,aswellasourriskculture.

Our risk and controls governance framework

Our risk management framework is embedded at all levels

oftheorganisationandisdesignedtoreflectthedistinctive

characteristics of our business. Our Board retains overall

responsibility for risk management and sets the tone for the

Group’sriskappetite.ItissupportedbyourAuditCommittee,

which maintains oversight of the overall risk and internal controls

framework,andbyourRiskCommittee,whichmonitorsour

principalandemergingrisks.Atleastonceayear,theBoard,

withsupportfromtheAuditCommittee,assessestheCompany’s

principalrisksanduncertaintiesandidentifiesanyemerging

risks. This includes reviewing risks that have the capacity to

threatenourbusinessmodel,futureperformance,solvency

orliquidity.

Our Audit Committee (comprising Independent Non-executive

Directors)monitorsourriskmanagementandinternalcontrols

framework,whichisdesignedtomanageratherthaneliminate

theriskoffailureinachievingourstrategicobjectives.

TheCommitteereceivesregularreportsonfinancialand

non-financialriskmatters,suchascomplianceandfinancial

controls,aswellasinternalauditreports,andhasdiscussions

with the external auditor.

Given the timing of provision 29 of the Corporate Governance

Code2024beingimplemented,andthechangestotheinternal

controlsframework,wedecidedtoreassesshowourRisk

Committee reports. The Risk Committee now formally reports

totheAuditCommitteeandmeetsaroundfourtimesayear.

Itassessesthetop-downandbottom-upriskreviewresults,

maintainstheGroupRiskRegister,assessesinternalcontrols

asapplicabletoourprincipalrisks,undertakestheannualrisk

scoring process while performing deep dives into some of our

principalrisks,andidentifiesemergingrisksasappropriate.

Seemoreonpage17.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

SECOND line of defenceFIRST line of defenceTHIRD line of defence

Top-down reviewBottom-up review

STRATEGIC REPORT

Risk management continued

The framework below outlines the governance of risk management within the Group.

The Board

— Has overall responsibility for risk management.

— Fosters a culture of risk awareness and ensures risk management is embedded across the Group.

— Determines the Company’s principal risks and uncertainties.

— Considers any emerging risks.

— Sets risk appetite.

Audit Committee

— Reviewseffectivenessofourriskmanagementandinternal

controlsframework.

— Receives reports on risks and internal controls from the Risk Committee

andInternalControlsteam,aswellasinternalandexternalaudit.

— Makes recommendations to the Board on principal risks and risk appetite.

— Considers and approves viability assessment scenarios.

Risk Committee

— Oversees risk management

processesandprocedures,

including countermeasures

to mitigate risks.

— Collects and aggregates risk

information from across the

business and manages our

Group risk register.

— Identifiesandmonitorsour

principal and non-principal

risks and proposes the

principal risks to the

AuditCommittee.

— Identifiesandassesses

emerging risks.

Operational management

— Designs and implements key controls.

— Embedsriskmanagementandcontrols,carryingoutday-to-dayrisk

managementusinglocal,specialistknowledge.

— Monitorsrisksandcontrols,mitigatingorescalatingrisksasappropriate.

— Ensures business activities are conducted in accordance with our risk

appetite and relevant policies.

— Identifiescurrentandemergingrisksspecifictotheirfunction.

— ProvidesupdatestotheRiskCommittee.

Internal Controls team

— Supports management

withdesign,

implementation and

monitoring of controls

toalignwithriskand

riskappetite.

— Evaluates and reports

ontheeffectivenessof

keycontrols.

— Promotesarisk-aware

culture through training

and guidance.

Internal Audit

— Providesindependentassuranceovertheeffectivenessofourriskandcontrolframework.

— AssessestheeffectivenessofcontrolsaspartoftheInternalAuditprogrammeand

facilitates process and control enhancements.

— SharesexecutivesummariesofitsauditswiththeAuditandRiskCommittees,where

significantshortcomingsarediscussedandactedonpromptly.

Executive Committee

— Is accountable for managing and mitigating

risks and making the most of opportunities.

— Ensures that the Board’s risk appetite is

communicated across the business.

— Receives updates from the Risk Committee on

risk management processes and procedures.

Ethics Committee

— Considers ethical issues and recommends

next steps to the Executive Committee.

— Considersmattersreferredtoit,usuallyby

internal stakeholders. Matters considered

often involve a decision about risk appetite –

forexample,whereaproposedcourseof

action is lawful but may involve some

reputational risk.

Renishaw plc Annual Report 2025

Overview of the year

InFY2025wecontinuedtorefineourriskmanagement

framework.Here,wedescribethetrendsinourriskenvironment

andthemostsignificantchangestorisksinFY2025.

Revising our risk management framework

Thisyear,wecontinuedtorefineourriskmanagement

framework,followingareviewofourprocessesduringFY2024.

InFY2025,we:

— reduced the membership of the Risk Committee to key

stakeholders,withourChiefExecutiveOfficernowasChair.

This has supported more robust decision-making in

managingGrouprisks;

— revised the Risk Committee’s reporting so that it now reports

directlytotheAuditCommittee,withmattersbroughttothe

Board’sattentionasappropriate;

— improved our risk management documentation by

strengtheningthecontentofourGroupRiskRegister,which

now includes a more in-depth assessment of our controls

andcountermeasures,whilecloselymonitoringthe

consistencyofourapproachtoriskscoring;

— introduced the assessment of risk velocity as an additional

metricforeachrisk,sowecanbemoreagileinourrisk

mitigationplanning;and

— reduced the number of principal risks that we report against

from11to10,sowecanfocusonthekeyriskareas.

Geopolitical environment

Wehaveseensignificanteconomicandpoliticaluncertaintyin

thegeopoliticalenvironmentduringFY2025,drivenbyfactors

suchasongoingtradetensions,fluctuatingenergypricesand

regionalconflicts.Theseuncertaintiesareaffectingglobal

supplychains,causingdisruptionsandincreasingcostsfor

business worldwide. The volatility in international trade policies

andtariffshasaffectedtheimportandexportofcritical

components,whilepoliticalinstabilityinkeymarketshas

disruptedoperationsandsales.

Fluctuationsincurrencyexchangerateshavealsoaffected

financialperformance,makingitcriticalforustocontinually

monitor and adapt to these external factors to maintain our

competitive advantage and operational resilience. We are

keenlyawareofthesechallengesandhavebeenreviewingour

operationsaccordingly,includingourmanufacturingfootprint

andglobalsupplychainofcriticalcomponents,aswellasour

people costs.

International trade and tariffs

TheUSA’sintroductionoftariffs,combinedwithChina’s

response,haspresentedoperationalandfinancialchallenges

forglobalbusiness.Thetariffsthemselvesrepresentnotonly

acostimpactbutalsoanewadministrativeburden,which

requires management oversight and continual review. This

reflectsabroaderpatternofgeopoliticalandtradepolicy

volatility,requiringheightenedvigilancetowardstradecontrol

and sanctions. We maintain robust monitoring mechanisms

sowecanrespondpromptlytoongoingandfuturechangesin

international trade regulations. We have sought to pass on the

costoftariffsthroughsurchargesandarealsodeveloping

systems and processes to ensure viable compliance with

emerging and evolving legislation.

Specificexportlicencesforcommodities,suchasrareearths

originatingfromChina,havealsochallengedoursupplylines,

whichcouldaffectprocurementtimelines.Beingacutelyaware

ofthis,wehaverecruitedadedicatedGroupHeadofExport

Control who is helping the business to navigate the increasingly

complexglobaltradecomplianceenvironmentandtobetter

manage the risk of disruption to supply chains.

Cyber security

Inlightofrecenthigh-profileandcomplexcyberattacks

onorganisations,aswellasincreasingglobalinstability,

wecontinuetocloselymonitorthisrisk.

We deploy a comprehensive set of controls to manage cyber

security and data protection threats and continue to evaluate

additional security solutions. These controls have served us

wellinFY2025.Duringtheyearwealsobecamecertifiedto

ISO27001toreflectouralignmentandcommitmenttosecurity

goodpractice.

Cyber security risks were also regularly discussed at Board

meetingstoassessthestrengthofourcontrolenvironment,

withtheBoardalsoreviewingtheCyberGovernanceCodeof

PracticerecentlypublishedbytheUKGovernment.Thishas

enhanced the Board’s understanding of cyber security risks.

We remain committed to complying with the General Data

ProtectionRegulationandotherdataprotectionlawsinthe

countrieswhereweoperate.Aspartofthis,werequireallnew

employeestocompletetrainingcoveringconfidentiality,data

protection,cybersecurity,physicalsecurityandacceptableuse

ofoursystemsandequipment.OurLegalteamkeepspolicies,

procedures,trainingandothercompliancerequirements

underreview.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Climate change

The global threat of climate change is rising and we

acknowledgethat,withoutanymitigatingactions,itposes

arisktoourabilitytoachieveourstrategicgrowthobjectives.

Thisyear,werecognisedthatourkeyclimatechange-related

riskisthatwemightbeslowtobenefitfromthestrategic

opportunitiesofferedbysustainablesolutionsinourmarkets,

ratherthanfacinganysignificantpotentialimpactfromthe

physicaleffectsofclimatechange.That’swhywehave

continued to integrate climate-related risks and opportunities

intoourriskmanagementframeworkandcloselymonitor

nationalandinternationaldevelopments.

Our approach to key ESG issues continues to mature. This year

we focused on embedding our ESG strategy and continuing to

developourapproach,buildingontheprogresswemadelast

year. See pages 40 to 50 for more on our ESG strategy.

Increased risks

— Geopolitical uncertainty:thisrisk,previouslynamed

‘Economicandpoliticaluncertainty’,hasincreased

moderately because of intensifying political tensions in

tradingrelationships,particularlybetweentheUSAand

othernations,suchasChinaandtheEU,aswellasconflicts

in the Middle East.

— Low-price competition:thisrisk,previouslynamed

‘Competitoractivity’,hasincreasedasaresultofthe

continuing emergence of competitors in emerging markets

offeringcomparableproductsforlowerprices.

— Non-compliance with laws and regulations: this risk has

increasedonaccountofthecurrentgeopoliticaltensions,

which increase the likelihood of tighter laws and sanctions.

The general trend of increased reporting and disclosure

alsocontinues.

Decreased risks

— Capital products growth: this risk has reduced because of the

investmentandrolloutofourglobalERPsystem,whichwill

us help adapt our sales process. We have also not seen any

change in the inherent risk from last year.

— People:thisriskhasreducedbecauseofasignificant

improvementinourabilitytoattractandretainemployees,

aswellasongoingworktocreatemorestructuredsuccession

and development plans.

Our emerging risks

Bytheirnature,emergingrisksareriskswheretheimpact

andprobabilityaredifficulttoassessandquantifybutwhich

couldaffectourperformanceinthefuture–whichiswhywe

reassessed these risks this year. This helps us stay ahead of

change and puts in place pre-emptive mitigation measures

where possible. While emerging risks may increase the likelihood

andimpactofourprincipalrisksoccurring,wedonotcurrently

expectthemtobecomefutureprincipalrisks.

TheimpactofAIremainsanemergingrisk,withAIcapability

continuing to develop at an accelerated rate. This could

fundamentallyaffectourbusiness,stakeholdersandthewider

environment in which we operate. Its use could pose a security

threatifcontrolsarenotsufficientorpoliciesnotrobustenough

to promote safe use. Our competitors’ use of AI in design or

manufacturing processes may also give them an advantage.

Forthesereasons,wecontinuetocloselymonitorthisemerging

risk and are now implementing controls around AI risks into our

governance policies.

Aspartofourriskmanagementprocess,theRiskCommittee

reviewsemergingriskseveryyear,includingmonitoringthe

emergingrisksidentifiedinFY2025anddevelopmentsinthe

internal and external environments. The Committee will oversee

worktostrengthenthisprocessinfutureyears,usingfindings

from our top-down and bottom-up reviews to help identify any

new emerging risks.

Priorities for the year ahead

Aswellascontinuingourriskidentificationandmonitoring

activitiesthroughoutFY2026,wewillseekto:

— reviewourcrisismanagementpolicyandscenarioplanning,

givencontinuedgeopoliticaltensions;

— closely monitor the controls in our pricing framework to

navigate global cost pressures and supply chain

dependencies;

— maintainourfocusonproductivity,supportedbyclearcapital

andresourceallocation;and

— refineourinternalcontrolsframeworktopositionustomeet

the requirements of the Corporate Governance Code 2024.

Risk management continued

Renishaw plc Annual Report 2025

Risks

1 Geopoliticaluncertainty(formerlyEconomicandpoliticaluncertainty)

2 Low-pricecompetition(formerlyCompetitoractivity)

3 Productinnovation(formerlyInnovationstrategy)

4 Industryfluctuations

5 Non-compliance with laws and regulations

6 Capital products growth

7 Cyber

8 Exchangerates(formerlyExchangeratefluctuations)

9 ITtransformation(formerlyITtransformationfailure)

10 People

Likelihood

Highly unlikely

Insigniﬁcant Minor Moderate Major Catastrophic

Unlikely Possible Likely Highly likely

Impact

Principalrisksanduncertainties

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Velocity

VERY LOW

Very slow impact.

Response time

adequate to

mitigateeffects

LOW

Slow impact. Robust

response to strategy

maymitigateeffects

MEDIUM

Moderate time to

impact. Swift and

robust response may

mitigateeffects

HIGH

Fast impact.

Immediate response

maymitigateeffects

VERY HIGH

Very rapid impact with

little or no warning.

Notimetorespond

andmitigateeffects

Appetite

VERY LOW

Followingamarginal-risk,marginal-

reward approach that represents the

safest strategic route available

LOW

Seekingtointegratesufficientcontrol

andmitigationmethodstoaccommodate

alowlevelofrisk,althoughthiswillalso

limit reward potential

BALANCED

An approach that brings a high chance

ofsuccess,consideringtherisks,along

withreasonablerewards,economic

andotherwise

HIGH

Willing to consider bolder opportunities

withhigherlevelsofriskinexchangefor

increasedbusinesspay-offs

VERY HIGH

Pursuinghigh-risk,unproven

optionsthatcarrythepotential

forhigh-levelrewards

1 Geopolitical uncertainty (formerly Economic and political uncertainty)

Velocity

HIGH

Appetite

BALANCED

Link to strategy

All

Risk owner

Chief Executive

Officer

Risk description

Weareunableorslowtorespondtogeopoliticalchangesthatmayaffectthedeliveryofourgrowthplans.

Potential impact

— Reduced addressable market.

— Increased sales concentration

in fewer regions.

— Capital losses from

strandedassets.

— Reputational damage if key

markets become inaccessible.

— Reduced margins or

competitiveness.

— Decline in overall demand.

— Disruption to supply chain.

What we are doing to manage this risk

— Monitoring external economic and commercial environments and markets

in which we operate and identifying relevant headwinds.

— Maintaining our global operating model via regional locations for customer

salesandsupport,inventorymanagementanddistribution.

— Maintainingsufficientheadroominourcashbalances.

— Business continuity and procurement policies in place that include supply

chain risk assessment and mitigation of potential disruption.

— Resilientbusinessmodelandclearstrategy,bothofwhichwe

regularlyscrutinise.

— Financialmodellingandstresstestingmanagementofcashbalances.

— Our internationally diverse business helps to diversify the risk.

2 Low-price competition (formerly Competitor activity)

Velocity

MEDIUM

Appetite

BALANCED

Link to strategy

G,I

Risk owner

Chief Executive

Officer

Risk description

Wearedisruptedbyemergingrivalsthatoffercomparableproductsforlowerpricesinourmarkets,leadingto

margin erosion and market share loss.

Potential impact

— Reducedrevenue,profitand

cash generation.

— Loss of market share and/or

pricingpower,butalso

provides an opportunity to

expand into new market

segments.

— Reduced in-unit and operating

margins.

— Loss of reputation as a leader

in innovation.

What we are doing to manage this risk

— Enforcing our intellectual property rights and implementing exclusive

distribution agreements.

— Enhancing engagement with key accounts to ensure larger customers

fullyrecognisethevalueofourproducts,servicesandsupportofferings.

— Pursuinglong-termsupplyagreementstostrengthencommercial

relationships.

— Reducing manufacturing costs by using lower-cost materials and

introducing greater automation.

— Creating capabilities to manufacture certain products in regions with lower

operating costs.

— Developing strategies to introduce competitively priced entry-level

products designed for emerging markets.

— Strengthening senior management’s exposure to and understanding of

emerging markets.

Risk movement

Increased risk

Decreased

risk

Stable risk

Link to strategy

Growth in

existing

markets

Increasing

technology

value

Extending into

newmarkets

Risk management continued

Renishaw plc Annual Report 2025

3 Product innovation (formerly Innovation strategy)

Velocity

MEDIUM

Appetite

HIGH

Link to strategy

All

Risk owner

Chief Executive

Officer

Risk description

Failure to develop our competitive position and derive value from our investment in product innovation.

Potential impact

— Failure to lead the market with

innovative products in our core

andadjacentsectors.

— Gradual loss of market share.

— Reducedrevenue,profitand

cash generation.

— Inabilitytodifferentiate

ourselves from our

competitors.

— Failure to hit business plan

targets and recover investment

in R&D.

What we are doing to manage this risk

— Adoptingaminimumviableproductapproachonsomeprojects,

aimingtobringproductswithrestrictedspecificationtomarketquickly,

establish an early market presence and enable agile product development.

Our ASTRiA inductive encoder is an early example of this.

— Target for new product introductions in place for senior management to

help drive performance.

— Regularreviewsofflagshipprojectswithafocusongoalsandmilestones,

upcoming decisions and capability to deliver.

— Rollingbusinessplansforhigh-spendprojectsenablebetterunderstanding

and reporting of ROI.

— Ongoingreviewofgeopoliticalchanges,forecastingandbusiness

development opportunities.

— Marketdevelopmentmonitoringinplaceandsubjecttoregularreview.

— Regular customer business development and insight activities.

— Competitor insight monitoring with material updates shared with the

Executive Committee.

4 Industry fluctuations

Velocity

HIGH

Appetite

BALANCED

Link to strategy

G,I

Risk owner

Chief Executive

Officer

Risk description

Wefailtorespondinanagilemannertoindustryfluctuationsindemand,leadingtoerosionofmarketpositionand

customerrelationships(inanupturn),andmargins(inadownturn).

Potential impact

— Loss of market share.

— Erosion of customer

relationships.

— Restriction on long-term

growth.

— Reducedrevenue,profitand

cash generation.

What we are doing to manage this risk

— Ongoingreviewofgeopoliticalchanges,industrydemandcycle

forecasting and business development opportunities.

— Industrytrendmonitoring,includingmonthlyreviewofexternallypublished

reports of capital expenditure forecasts in key markets.

— Investmentinmanufacturingandlogistics-flexibleautomationtoreduce

theneedforadditionaldirectmanufacturinglabourtosupporthigher

customer demand.

— Replacing legacy products that are labour-intensive to manufacture in

favour of newer products with more automated production processes.

— Productionplanningprocessinformedbyacombinationofhistoricproduct

mix,marketdemandforecastingandstocklevelsinrelationtoinventorypolicy.

— Securing recurring revenue streams from after-market services and

subscription software sales.

5 Non-compliance with laws and regulations

Velocity

HIGH

Appetite

LOW

Link to strategy

All

Risk owner

Group General

Counsel &

Company Secretary

Risk description

Failure to comply with applicable laws and regulations could result in criminal or civil liabilities for the Company and

itsemployees,damagingourreputation.Itcouldalsoresultinabreachofothercontracts,includinginsuranceand

bankingarrangements,hamperingourabilitytooperate.

Potential impact

— Potentialpenaltiesandfines,

and cost of investigations.

— Damage to reputation and loss

of future business.

— Management time and

attention diverted to deal with

reports of non-compliance.

— Inability to attract and

retaintalent.

What we are doing to manage this risk

— Establishedconfidentialwhistleblowingline,SpeakUp,whichisavailable

for our whole workforce in multiple languages.

— Variouspoliciesande-learningcoursesinplace,includingonanti-bribery

andcorruption,competitionlaw,healthandsafety,andanti-facilitationof

tax evasion.

— Induction training and mandatory annual training across various functions.

— Upgradedsanctionsscreeningprocesses.

— EmbeddingourCodeofConduct,whichwelaunchedin2024.

— Recruitment and onboarding of dedicated compliance professionals.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

6 Capital products growth

Velocity

MEDIUM

Appetite

BALANCED

Link to strategy

Risk owner

Chief Executive

Officer

Risk description

Wedonotsuccessfullyadaptoursalesandmanufacturingprocessestomeettheprofittargetsofourcapital

goods businesses.

Potential impact

— Lowcapitalefficiency:

highpeoplecostsand

lowproductivity.

— High engineering and

distribution costs.

— Adverse impact on customer

satisfactionlevels,revenue

andprofits.

— Slowdown in long-term growth.

— Failure to gain share in

substantial,growingmarkets.

— Failure to recover investment

inR&D.

What we are doing to manage this risk

— Appropriately skilled sales specialists targeting customers with repeat

businesspotential,avoidingtime-consuming,one-offsalesandreducing

the average cost per sale.

— Bid management and contract review processes to ensure that we

understandthedeliverables,thatwedonottakeonunacceptableliabilities

and that our proposal is appropriate.

— Projectmanagementprocesstogovernplanninganddeliveryof

complexsystems.

— Promotingservicecontractsandsoftwaresubscriptiontodrive

recurringrevenues.

— Localsolutionsformaintenanceofcomplexproductconfigurationsand

servicing status.

— Financingleaseschemesoffered.

7 Cyber

Velocity

HIGH

Appetite

LOW

Link to strategy

All

Risk owner

Group Operations

Director

Risk description

Cyberattacksagainstourbusinessareincreasinginnumber,complexity,andthedegreetowhichtheyare

personally targeting Renishaw and our employees. We continue to face other data security threats. A successful

cyberattackorasignificantdatalosscouldseverelyaffectourabilitytooperate,orleadtothelossofpersonal

andcommerciallysensitivedataandexposeustoreputationalandfinancialdamage.

Potential impact

— Inability to operate normal

processes for a potentially

significantperiod.

— Loss of intellectual property

and/or commercially sensitive

and/or personal data.

— Financial loss and

reputationaldamage.

— Reduced customer service.

— Diversion of management time

and an impact on business

decision-making.

What we are doing to manage this risk

— Varioustoolsdeployedtomonitorandprotectoursystems,including

lookingforchangesinemployeebehaviour(insiderrisk),monitoring

suspiciousormassfileencryption,blockingdatatraffictoknownmalicious

domains,encryptingdatatraffic,identifyingemailcontentandsendersof

concern,andmonitoringsuspiciousnetworktrafficactivity.

— Conductingregularsecurityawarenesstraining,includingphishing

simulationexercises,totrainandkeepouremployeesvigilant.

— Newemployeesgivenprivacyandsecuritytraining,spanningGDPR,

cybersecurityandphysicalsecurity.

— Continualthird-partypenetrationtesting,aswellasperiodictargeted

exercisestofindanyresidualgapsinoursystems.

— Regular disaster recovery rehearsals/dry runs to minimise downtime and

beconfidentinourprocesstorecoversystemsafterasuccessfulattack.

Eachmajorsystemisrehearsedonceayear.

8 Exchange rates (formerly Exchange rate fluctuations)

Velocity

MEDIUM

Appetite

BALANCED

Link to strategy

G,I

Risk owner

Group Finance

Director

Risk description

ExchangeratefluctuationscanaffectourConsolidatedincomestatement,balancesheetandcashflow,affecting

near-termmanagement,investorreportingandplanning,andlong-termperformance.

Potential impact

— Significantvariations

inprofit.

— Reduced cash generation.

— Increased competition

onproductprices.

— Increased costs.

— Adverse impact

onmanagement

decision-making.

What we are doing to manage this risk

— Subsidiary overheads and some manufacturing purchases denominated/

made in foreign currencies.

— Maintainingrollingforwardcontractsforcash-flowhedgesinaccordancewith

Board-approvedpolicy,andone-monthforwardcontractstomanageriskson

intercompany balances.

— Agreedcapsforeachcurrencypairing–thatis,ratesatwhichwewillnot

tradeifprevailingforwardratesareinexcessof–tomitigateshort-term

exchange rate spikes.

— A panel of partner banks provides competitive forward contract pricing and

advice on managing our exposure.

Risk management continued

Renishaw plc Annual Report 2025

9 IT transformation (formerly IT transformation failure)

Velocity

MEDIUM

Appetite

LOW

Link to strategy

All

Risk owner

Group Operations

Director

Risk description

We fail to successfully implement Microsoft Dynamics 365 ahead of Sage obsolescence or with the anticipated

productivitybenefits.Technicalissuesorpoorintegrationwithexistingsystemscouldnegativelyaffectourability

tooperateandcouldmeanthatwedonotrealiseproductivityaspirations,leadingtomanualinterventionand

slowing us down.

Potential impact

— Majorsystemsdisruption

causing operational delays.

— Delays in processing

orissuinginvoicesand

customerorders,orin

procuring goods and

services.

— Increasedcosts,including

coststofixtechnicalissues

and restore or upgrade other

affectedsystems.

What we are doing to manage this risk

— Developingrobustmethodology,processesandtoolstobeabletoscaleup

deployments that we can use across the Group.

— Targeted recruitment of independent Microsoft Dynamics 365 expertise.

— Regularinternalprojectmeetingsareheld,andasteeringcommitteehas

been established.

— Regular contact with Microsoft and our system integrator.

— Strongcentralaccountability,includingdeploymentstrategiesanddata

migrationcriteria,allowingforonesolutionforallsubsidiaries.

— Group Operations Director appointed as our designated responsible

individual,providingclearresponsibilityforacceleratingdifficultdecisions.

10 People

Velocity

MEDIUM

Appetite

BALANCED

Link to strategy

All

Risk owner

Group Human

Resources

Director

Risk description

Ifwefailtoretainanddevelopadiverse,engagedworkforcewiththerighttalentandskills,oursuccessionand

leadershippipelineswillweaken,ultimatelyaffectingourabilitytoachievestrategicobjectives.Itisalsoessential

thatourpeoplealignwithourcorevalues,tofosterthedesiredconductandbehavioursthatdrivesuccess.

Potential impact

— Delays in product delivery

and ability to deliver

strategicobjectivesbecause

oflossofexpertiseand

specialist talent.

— Loss of innovative

edgebecauseof

insufficientdiversity.

— Failure to develop future

leadersandinsufficient

talent progression to support

Renishaw’s future.

— Lossofmarketshare,

reducedrevenue,poor

customer service and

reducedprofit.

— Reputational damage and

increase in attrition rates

because of a failure to

uphold ethical standards

and behaviours.

What we are doing to manage this risk

— Continuingtofocusonattracting,rewardingandretainingourpeopleglobally.

This includes building a more inclusive working environment as part of our

ESG strategy.

— Usingtheresultsofourglobalemployeeengagementsurveystoinformour

people strategy.

— Continuingtoinvestinoureducationoutreachandearlycareersprogrammes,

talent development and succession planning.

— Identifyingandimplementingfunctionalcompetenciesforallroles,servingas

vital building blocks for comprehensive career development frameworks.

— CapturingemployeeskillswithinourHumanResourcesManagementSystem,

whichenablestheformationofdynamictalentpools,targeteddevelopment

opportunities and robust succession planning. These talent pools allow us to

usenine-boxtalentmappingeffectively.

— PromotingourESGstrategytohelpattractandretainadiversepooloftalent

within the business.

— Implementing and embedding policies that will help foster a culture where

ethical conduct is ingrained and aligned with our values. This alignment helps

strengthentrust,fosterinclusivityandensurelong-termsustainability.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

The Directors have assessed our prospects and viability

inaccordancewiththeUKCorporateGovernanceCode.

Thisassessmenttookaccountofourcurrentpositionand

principalrisks,andthedetailsoftheassessmentandthe

conclusion reached are set out below.

Context

Inmakingtheassessment,theDirectorsconsideredthe

following factors that they felt provided important context:

Financialresources–wehavesignificantfinancialresources,

withcashandcashequivalentsandbankdepositsatthestart

oftheviabilityassessmentperiodof£273.6m.Wehaveastrong

history of creating cash for the business. The only external source

offinanceincludedintheviabilityassessmentisfinancingfor

apropertyinJapan(seeNote20onpage144),therepayments

forwhicharenotmaterial.Wehavenodebtcovenants.

Business model and markets – our business model includes

designingandmanufacturingproductsourselves,givingus

theflexibilitytorespondtocustomers’needsandcontrolover

where we direct our manufacturing resources. We can also

directoursalesandmarketingresourceswhereneeded,

shouldmarkettrendsandconditionschange.Inaddition,

wearealsodiversifiedoverarangeofmarkets,asexplained

onpages34to39.

Business planning – our business planning process uses

atop-downapproach(the‘corporateview’),aswellasdetailed

forecastsfrombothourproductgroupsandoursalesregions,

toensureweconsiderarangeofperspectives.Wealsouse

externalsourcesofinformation,suchasmarkettrendsand

economicgrowthrates,inourbusinessplanningprocess.

Risk management – we have a robust risk assessment and

managementprocess,assetoutonpages15to23.Aswe

explaininthescenariossectionbelow,thecrystallisationofour

principal risks has been considered in the viability assessment.

Assessment period

TheDirectorsusedathree-yearperiod,totheendofSeptember

2028,tomaketheirviabilityassessment.Whileafive-yearbusiness

planhasbeenprepared,theDirectorsfeelthatathree-year

periodismoresuitableforthisassessmentandbetterreflects

our business model – where we typically have short-term

contractswithcustomersandashortorderbook,andcanadapt

our manufacturing to meet demand in months rather than years.

Principal risks

The Directors reviewed our principal risks and considered

whichofthemcouldhaveasignificanteffectontheGroup’s

financialposition,businessmodeland/orfutureperformance

iftheyweretocrystallisewithintheperiodtoSeptember2028.

Financialmodels,describedbelow,wereusedtoassessthe

potential impact.

Financial modelling

Eachofourscenariosusedthesamestartingpoint,being

thepessimisticversionofourfive-yearbusinessplan

(withtherevenueinthispessimisticforecastalsoreferredto

asthe‘highlyprobable’revenueforecastforhedgeaccounting).

Forcontext,revenueinthefirstyearofthispessimisticbase

scenarioislowerthantheFY2025revenueof£713.0m,while

costsandothercashoutflowsstillreflectambitiousgrowthplans.

The three scenarios then took this same starting point and

revisedtheforecaststoreflect:

Scenario Summary

Asignificantreductioninrevenue,incorporating:

— aworseningoftheglobaleconomy;

— a disruptive event that causes both short-term

disruptionandasustainedsignificantlossofrevenue

fromkeycustomersaftertheevent;

— a disruptive event that causes manufacturing

difficultiesforcertainproducts;

— increasing competition in China from emerging

localcompetitors;

— astrengtheningofSterling;and

— reduced growth from emerging capital equipment.

Asignificantincreaseincosts,incorporating:

— asignificantfineorpenalty;

— asustainedincreaseininflation;

— highercostsduetotradebarriers;

— anincreaseinprofessionalfees;

— reducedoperatingprofitmarginsonthesaleof

capitalequipment;and

— additionalcoststorespondtodisruptiveevents.

Acombinedreductioninprofitability,incorporating:

— areductioninrevenuelesssignificantthanscenario

oneandanincreaseincostslesssignificantthan

scenario two.

Weincorporatedappropriate,realisticmitigatingactionsinto

eachscenario,suchasreducingcapitalexpenditure,bonuses

anddividendsrelativetotherevisedfinancialperformanceand

position in these scenarios.

This modelling showed that cash and cash equivalents balances

remainedpositiveinallthreescenariosandexceeded£88m

attheendoftheassessmentperiod(30September2028)

ineachscenario.

Wealsoperformeda‘reversestresstest’,identifyingthe

reductioninprofit,aftermitigatingactions,neededtoexhaust

cashintheassessmentperiod.Thisidentifiedatradinglevel

solowthattheDirectorsfeltthattheeventsthatcouldtrigger

thiswouldbehighlyunlikely.TheDirectorsalsoconcludedthat

aone-offcashoutflowthatwouldexhausttheGroup’scash

andcashequivalentsintheassessmentperiodwasalso

highlyunlikely.

Outcomes, mitigating actions and upsides

Thefinancialmodellingdemonstratedthat,shouldtheGroup

experience‘severebutplausible’conditionsintheperiodto

September2028,positivecashandcashequivalentsandbank

deposit balances can be maintained throughout. As a vertically

integrated business that typically funds future growth through

cashreserves,wehaveagooddegreeofcontrolonhowweuse

cash,andarangeofmitigatingactionswecantaketorespond

to challenging conditions.

Conclusion

Basedonthisassessment,incorporatingareviewofthecurrent

position,thescenarios,andourprincipalrisksandmitigation,

theDirectorshaveareasonableexpectationthatwewillbeable

to continue operating and meet our liabilities as they fall due over

the period to 30 September 2028.

Viability statement

Renishaw plc Annual Report 2025

Through-cycle revenue growth %

-4

-2

-1.5

9.5

2.4

6.9

3.8

FY2021

FY2022

FY2023

FY2024

FY2025

Why we measure this

Our ambition is to achieve sustainable long-term revenue growth

throughcyclesinourkeymarkets,drivingshareholderreturns.

Ourtargetishighsingle-digitaveragegrowth.

How we measure this

Compoundannualrevenuegrowthrateoverarollingfive-yearperiod.

How we performed

Five-yearaveragerevenuegrowthhasimprovedthisyearto6.9%.

Both business segments have delivered similar through-cycle

revenuegrowth,andthePositionMeasurementproductgroup

hasbeenthestrongestperformerwithinManufacturing

technologies over this timeframe. We are targeting improvements

in this metric as key markets recover and our emerging businesses

continue to grow.

Five-year revenue compound annual growth rate Target range

Revenue £m

713.0

691.3

688.6

671.1

565.6

FY2021

FY2022

FY2023

FY2024

FY2025

Why we measure this

Revenue growth helps us to assess the relevance of our

productsforsolvingcustomerproblemsandthegrowthinour

marketshare.Italsohelpsincreaseprofits,whichwereinvest

inthebusinesstodeliverlong-termgrowthandusetopay

dividends to our shareholders.

How we measure this

Revenuegeneratedfromoperations,atactualratesofexchange.

How we performed

Revenuegrewtoarecord£713.0m,anincreaseof3.1%from

FY2024.Growthwas3.7%atconstantexchangerates.Wesaw

goodgrowthinsalesofpositionencodersandAGILITYCMMs,

while demand for additive manufacturing and spectroscopy

products was weaker.

Our key performance indicators

Weusefinancialandnon-financialkeyperformanceindicators(KPIs)tomeasure

progress against our strategy.

Lastyear,toreflectourfocusonlong-termvaluecreation,wereportedfournew

KPIs–Through-cyclerevenuegrowth,Adjusted*operatingprofitmargin,Return*

oninvestedcapitalandAdjusted*cashflowconversionfromoperatingactivities.

WeshowpastperformanceagainstthetargetsfortheseKPIs,eventhoughthey

werenotbeingreportedinFY2021,FY2022andFY2023.

WeonlyreportononeprofitbeforetaxKPI,focusingonAdjusted*profit

beforetax,asthisisthemeasurethattheBoardreviewsthroughouttheyear

tounderstandtheunderlyingtradingperformanceofthebusiness.

*Note29,Alternativeperformancemeasures,defineshoweachofthesemeasuresiscalculated.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Our key performance indicators continued

Adjusted cash flow conversion from operating activities %

120

103

100

FY2021

FY2022

FY2023

FY2024

FY2025

Why we measure this

Thisratioassessesourefficiencyinconvertingouroperating

profitbeforetaxintocashandcashequivalents.Ourtargetis

toexceed70%.

How we measure this

Adjustedcashflowfromoperatingactivitiesasapercentage

ofAdjustedoperatingprofit.Adjustedcashflowfromoperating

activitiesisdefinedinnote29onpage159.

How we performed

Thismetrichasimprovedfurtherthisyear,risingfrom70%last

yearto91%inFY2025.Thisimprovementhasbeendrivenby

lowercapitalexpenditurethisyear,withadditionsofproperty,

plantandequipmentbeing£19mlessthantheprioryear.

Operating cash conversion ratio Target range

Return on invested capital %

17.5

23.5

16.1

12.3 12.6

FY2021

FY2022

FY2023

FY2024

FY2025

Why we measure this

Returnoninvestedcapital(ROIC)assessesourefficiency

inallocatingcapitaltoprofitableinvestments.Ourtargetis

toexceed15%.

How we measure this

Adjustedprofitaftertaxbeforebankinterestreceivable,

asapercentageofinvestedcapital.ROICisdefinedinnote29

onpage159.

How we performed

Thismetrichasincreasedslightlyto12.6%thisyeardueto

acombinationofhigherprofitsaftertaxandareductionin

invested capital. We retain a strong asset base following recent

investmentinourmanufacturingfacilities,toenableustopursue

profitablefuturegrowthopportunities.

Return on invested capital Target range

Adjusted profit before tax £m

FY2021

FY2022

FY2023

FY2024

FY2025

127.2

122.6

141.0

163.7

119.7

Why we measure this

Profitshowshowourstrategydeliversvalueforstakeholders.

Adjustedprofitbeforetax(PBT)isthemeasurethattheBoard

reviews throughout the year to understand the underlying trading

performance of the business.

How we measure this

AdjustedPBTisdefinedinnote29onpage159.

How we performed

AdjustedPBTincreasedby3.8%to£127.2mthisyear,boosted

byanimprovementingrossmarginexcludingengineeringcosts,

whichwas0.7%higherat61.7%ofrevenue.Thisgrossmargin

improvementoffsetinflationaryfixedcostincreasesinengineering,

distributionandadministration,resultinginasimilarlevel

ofprofitability.

Adjusted operating profit margin %

21.0

24.1

18.9

15.7

FY2021

FY2022

FY2023

FY2024

FY2025

Why we measure this

Profitabilitydemonstratestheefficiencyofourstrategyindelivering

valueforshareholders.Ourtargetistoexceed20%.

How we measure this

Adjustedoperatingprofit(seenote29onpage159),expressedas

a percentage of revenue.

How we performed

Thismetrichasbeenstablethisyear,withoperatingcosts

increasing at the same rate as revenue growth. We have continued

to invest in our people to drive our future growth. We are focusing

onproductivityandfixedcostcontrol,aimingtodrivethismetric

backaboveourtarget.

Adjustedoperatingprofitmargin   Target range

Renishaw plc Annual Report 2025

Global voluntary employee turnover %

5.9

6.2

6.8

10.7

8.0

FY2021

FY2022

FY2023

FY2024

FY2025

Why we measure this

The success of our strategy relies on our people feeling that

Renishawisagreatplacetowork,growandcontribute.

How we measure this

The number of voluntary leavers (excluding voluntary redundancy

andmutuallyagreedseverance,ifapplicable)intheyear,

asapercentageofourtotalheadcount.

How we performed

Wehaveinvestedsignificantlyinpayandrewardinrecentyears

whichhas,combinedwithslowinglabourmarketsintheUKand

elsewhere,drivenourturnoverratetoalowerlevel.Wecontinue

topursuearangeofactivitiestopromoteemployeeengagement.

More information can be found on pages 46 to 48.

Total engineering costs, including R&D £m

115.7

106.8

98.1

100.6

90.2

85.8

78.6

76.6

72.0

FY2021

FY2022

FY2023

FY2024

FY2025

Why we measure this

Investinginengineeringisfundamentaltoourgrowth,helping

ustodevelopinnovativenewproductsandevolveourexisting

products to maintain their competitiveness.

How we measure this

Annualexpenditureonengineering,includingR&Dthathasbeen

capitalisedintheyear,netofamortisationoncapitalisedR&D.

How we performed

Grossengineeringexpenditureincreasedby8%to£115.7m.

Thisexcludesnon-recurringcostsrelatingtotheclosureofour

Edinburgh research facility and the drug delivery aspect of our

Neurologicalbusiness(seenote4onpage131).Theincrease

relatestogrowthinourearlycareerscohortandhigherpay,

helping us to retain and develop engineers to create new

technologies for future growth.

Included in Consolidated income statement Gross expenditure

Dividend per share in respect of the year pence

78.1

76.2

72.6

66.0

FY2021

FY2022

FY2023

FY2024

FY2025

Why we measure this

To track the underlying performance of the business and measure

howprofitgrowthtranslatesintoshareholderreturns.

How we measure this

Interimdividendpaidintheyear,plustheproposedfinaldividend.

How we performed

Wepaidaninterimdividendof16.8pencepershareinFY2025

andtheDirectorsproposeafinaldividendof61.3pencepershare.

Thiswouldbringtheoveralldividendpershareto78.1pence,

2.5%higherthanthetotaldividendforFY2025.

The Directors have considered the Company’s performance and

strongcashreserves,andsohaveincreasedthedividendper

share this year in line with our progressive dividend policy.

Statutory GHG emissions tCO

e per £m revenue

4.5

5.4

7.7

9.9

11.9

FY2021

FY2022

FY2023

FY2024

FY2025

Why we measure this

This helps us to ensure that we are doing business responsibly

and tracks our progress against our Net Zero targets.

How we measure this

TonnesofScope1and2(‘Statutory’)carbondioxideequivalent

(CO

e)emissionsfromouroperations,per£mofrevenue,using

the market-based method. See how we calculate our data on

page45.

How we performed

Wecontinuetoreduceourgreenhousegas(GHG)emissions/£m,

witha16%reductioninemissionsper£mrevenueinFY2025,

largelydrivenbythecontinuedtransitionofourglobalvehiclefleet

to ultra-low emissions vehicles.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

The success of our business relies on good

relationshipswithourdifferentstakeholdersand

ourengagementwiththemhelpsusrunourbusiness

and achieve our strategic goals. We recognise that

ouroperationscanhaveasignificantimpact–both

positiveandnegative–onmanyofthem.It’sessential,

therefore,thatweconsidertheirviewswhenmaking

business decisions.

Overthefollowingpages,wesummariseour

stakeholder groups and give a snapshot of how we

engagewiththem,aswellasspecificactivitiesthis

year that have helped inform our thinking. Notable

actions include continuing to evolve the way we

engage with our investor community and working

closely with some of our key aluminium suppliers

toaddressourScope3emissions.Wealsoranour

secondglobalemployeeengagementsurvey,with

participationrisingby11%.

For more information on how we considered our

stakeholders in some of our principal decisions

thisyear,seeourSection172statementon

pages71to73.

Our employees

We aim to attract and retain people with the right skills to help

ussucceed,includingdesigningandmakingtheproductsour

customersneed.Sincediversityofthoughtisoneofthebest

waysofencouraginginnovationandcreativity,weremain

committed to creating an inclusive working culture where people

feelabletosharetheirviewsandachievetheirfullpotential.

How we engage with our employees

We want our people to tell us what we’re doing well and

wherewecanimprove,andarecommittedtoensuring

wehavethechannelsinplacetohelpthemdothat.These

channels also help us communicate the steps we’re taking

inresponse,andgivegreaterclarityaboutourstrategic

objectives.Theyinclude:

— new employee listening sessions to hear views on key

issues.Weranourfirstsessiononcareerprogressionfor

womenatRenishaw,whichwasattendedbyourChief

ExecutiveOfficer,WillLee,Non-executiveDirectorand

employeeengagementambassador,CatherineGlickman,

andNon-executiveDirector,ProfessorDameKarenHolford;

— ourglobalemployeeengagementsurvey,whichwerunin

23languages;

— ‘TransformingTomorrowTogether’webinarsand

‘AskMeAnything’sessionstoencouragetwo-way

discussiononkeyissues,suchasourESGstrategy;

— regular engagement between employees and their

managerstodiscussperformanceandcareerdevelopment;

— Board site visits to learn more about day-to-day operations

andheardirectlyfromemployees;

— ournetworkofUKemployeeresourcegroups;

— new information screens at manufacturing sites to share key

messageswithcolleagueswithoutdailyaccesstoalaptop;

— WorksForumsforUKsites,withrepresentationfrom

differentbusinessareas;and

— one-to-one engagement between Board members and

some senior leaders to help the Board stay connected with

employee views and support succession planning.

Outcomes from the year

— Aspartofourcostreductionprogrammetomake£20min

annualisedsavingsinlabourcosts,wetookapeople-first

approach to managing voluntary and compulsory

redundancy. We provided enhanced redundancy packages

and,forthoseaffectedintheUK,accesstoourEmployee

AssistanceProgramme.OurHRteamalsogavesupport

withjobsearches,CVwritingandfinancialwellbeing,and

helped engage with dedicated government services.

TheprogrammestartedattheendofFY2025andcostswill

beincludedinFY2026.

— Participationinour2025globalemployeeengagement

surveyincreasedby11%,with74%ofpeopleresponding.

— Ran a campaign to encourage employees to voluntarily

share data to help track progress against our Social goal.

— Continued to build a more inclusive environment and

celebrated key events as part of our cultural calendar.

Forexample,inFebruary2025,wemarkedInterfaith

Harmony week with a viewing for employees of the short

film

UnreflectedReflections

celebratingthehistory,heritage

andcultureoftheMuslimcommunityinGloucester,UK.

Learn more about our progress against our Social goal and

results from this year’s employee survey on pages 46 to 48.

How we engage with stakeholders

Renishaw plc Annual Report 2025

Our shareholders

Our shareholders are the owners of our business. We recognise

the trust they place in us and in return we aim to provide

sustainable,long-termgrowth.ItisessentialthatourBoard

and Senior Leadership Team understand and consider the

views of our shareholders when making key strategic decisions.

How we engage with our shareholders

We continue to strengthen the way we engage with our

shareholders.Thisincludesworkingwithourjointcorporate

brokers,UBSandPeelHunt,todevelopatargeted

engagement programme with key existing and potential

investors.OurChiefExecutiveOfficer,WillLee,andDirector

ofGroupStrategicDevelopment,MarcSaunders,engage

onaone-to-onebasisatsomeofoursessionstodiscuss

Renishaw’sperformance,strategyandculture,andhear

feedback from investors. This feedback is shared with our

Board. We also receive monthly analysis of our shareholder

relations calendar include:

— newhalf-andfull-yearfinancialresultsroadshowsattended

byWillandMarctodiscussperformanceandstrategic

progresswithkeyinvestors;

— ourannualCapitalMarketsDay,heldthisyearatoursite

inMiskin,Wales,inJune2025andattendedbytheBoard;

— conference calls and face-to-face meetings with

keyshareholders,potentialinvestors,analystsandbank

salesdesks;and

— post-results meetings with advisors to discuss market

responsetoourfinancialperformance.

Outcomes from the year

— Metwith36institutionsduringourfirsthalf-yearroadshow

inFebruary2025,bothin-personandviaconferencecalls.

Topicsincludedourgrowthstrategy,cashallocationplans,

shareholderreturns,successionplansandgrowing

competition from low-cost manufacturers.

— Held47one-to-onemeetingswithinstitutionalinvestors,

including 23 in-person. Five of these sessions were

attendedbyourChiefExecutiveOfficer.

— Hosted a site visit to our headquarters in Gloucestershire as

partofPeelHunt’sIndustrialsConferenceinJanuary2025,

attendedby23institutions.

— UpdatesfromUBSandPeelHunttotheBoardonmarket

perceptions and investor sentiment towards Renishaw.

— Two additional banks began tracking and reporting

onRenishaw’sperformanceduringthefinancialyear,with

anothertwoundertakingresearchwithaviewtoinitiating

coverageinFY2026.

Learn more about our Chief Executive Officer’s views on the

past year on pages 7 to 10.

Our customers

We work closely with our customers to understand their

production processes and the challenges they face so that

wecanmaketheprecise,productiveandpracticalproducts

they need. The fact that many customers have been with us

fordecadesistestamenttoourteam’sexpertiseandability

tospeaktheirlanguage.

How we engage with our customers

Wehavethreedifferenttypesofcustomers–machine

builderswhofitourproducts,enduserswhobuyfrom

usdirectly,anddistributors/channelpartnerswhosell

ourproducts.Wecarefullyselectthisthirdgroupbased

ontheirsector-specificexperience.Whilewetailorour

engagementtosuitthespecificneedsofeachcustomer

group,ourapproachalsoincludes:

— ourchannelpartnerprogrammesintheAPACandthe

EMEA sales regions. The programmes aim to make

iteasierforenduserstoaccessourproductsandto

strengthen our customer service and product support.

OurEMEAprogrammehasthreedifferentlevelsof

commercial partnership and a dedicated partner portal

thatincludesup-to-datetechnical,marketingandsales

supportmaterials;

— ourglobaltechnologycentres,whichenableustodirectly

supportcustomerswheretheyarebased;

— customervisitstoourUKmanufacturingfacilitiestoshow

howweuseourowntechnologiestosupportefficient,

high-qualityproductionprocesses;and

— gatheringfeedbackviaface-to-faceanddigitalsessions,

and events.

Outcomes from the year

— BoardmembersattendedControl,amajormetrology

equipmenttradeshow,inGermanyinMay2025.

— Several Non-executive Directors visited key customers in

APACandEMEA.

— Collaborated with Siemens and DMG MORI to promote

anewconceptdemonstratorforourNC4+Bluetoolsetting

system,andgatheredcustomerfeedbackatprivateand

public events such as the AMB trade show in Germany.

— ShowcasedourRenAM500Ultraproductseriesforthe

firsttimeintheAmericasatthebiennialInternational

ManufacturingTechnologyShowinIllinois,USA,

inSeptember2024.

— Heldathree-dayeventatournewfacilityinSãoPaulo,

Brazil,inOctober2024,enablingmorethan200customers

to explore our Industrial Metrology and Additive

Manufacturing products.

— AttendedagloballaunchshowcaseinSouthKoreain

April2025heldbyoneofourstrategicmachinetoolOEM

partners.Aswellasnetworkingwithourpartner’sglobal

distributornetworkandkeycustomers,Renishawwas

invited as one of six key suppliers to attend one-to-one

meetings with their president.

— Co-hostedthefirstAdditiveManufacturing(AM)conference

with Spain’s Aeronautics Advanced Manufacturing Centre

inApril2025.Thisenabledcustomerstoshareknowledge

and Renishaw to showcase our AM technologies and

expertise in this important growth area.

Learn more about our product groups on pages 34 to 39.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

How we engage with stakeholders continued

Our suppliers

Weaimtobuildeffectivelong-termrelationshipswithour

suppliers to access the goods and services we need to

manufactureourproducts(directsuppliers),runouroperations

(indirectsuppliers)andsupportnewproductdevelopment.

How we engage with our suppliers

WhilemostofourbuyersarebasedintheUK,wealsohave

teams in the countries where our suppliers are based so

wecanregularlyengagewiththemintheirlocaltimezone

andlanguage.Andbecausewerelyontensofthousands

ofdifferentrawmaterialsandcomponentsfromthousands

ofsuppliers,wecan’ttakea‘one-size-fits-all’approach.

Instead,weprioritiseourengagementbasedoncertain

criteria,includinghowmuchwespendwithasupplier,

theirriskprofileandquality.Wealsocontinuetomap

suppliers’ credentials against our sustainability and

compliancerequirements.Wefocusthemajorityofour

day-to-day relationship management on around 250 key

suppliers.Someofthewaysthatweengageinclude:

— self-assessments for all new direct – and selected

indirect–suppliers;

— regular communication via our procurement and

engineeringteamstoensureaconsistent,timely

supplyofqualitygoodsandservices.Whenaproblem

occurs,weworkwithasuppliertoensuretheyhave

improvementprogrammesandtraininginplace;

— compliance,auditandriskmanagementpoliciesand

processes,includingourCodeofConduct;

— campaignsaboutcompliancetopics,suchashuman

rights,healthandsafety,conflictmineralsand

sanctions;and

— frequent discussions with suppliers about the challenges

andsupplychainriskstheyface.OurBoardalsoreceives

updatesonsignificantmattersthatcouldaffectour

supplychain.

Outcomes from the year

— Worked collaboratively with our main raw metals supplier to

develop a methodology for calculating the greenhouse gas

emissions associated with the aluminium we buy to make

manyofourproducts.Wethenworkedwiththissupplierto

help them transition to a lower-carbon source of secondary

(recycled)aluminium.Thiswillenableustoreducethe

emissions intensity of the main aluminium products we buy.

— InFY2025,weusedournewsupplierrelationship

managementplatformtomapmorethan2,000suppliers

againsthumanrightsandconflictmineralsrisk.Forthose

identifiedas‘inscope’wethenassessedtheirduediligence

processes.Nextyear,weareaimingtousetheplatformto

onboard all new suppliers.

— Continued training to help our buyers embed sustainability

intotheireverydaythinking.Todate,85%ofourbuyershave

completed the training.

Learn more about the impact of our work with key aluminium

suppliers this year to address Scope 3 emissions on page 44.

Our communities

We are committed to conducting business in a socially

responsiblewayandaimtobeopen,honestandconsistentinour

approachtocommunityrelationships.Meanwhile,ourscience,

technology,engineeringandmathematics(STEM)outreach

programmesupportsourbroaderworktobuildapipelineof

talent that will support Renishaw’s future success.

How we engage with our communities

While each country tailors its approach to community

engagementtosuitthelocalarea’scultureandneeds,wefocus

oureffortsonthreekeyareas:

— deliveringSTEMeducationthroughouroutreachprogramme;

— participatinginlocalcommunityandbusinessinitiatives;and

— financialandcommunicationssupportforcharitiesandnot-

for-profitorganisations.

Outcomes from the year

— Continued to deliver our STEM outreach programme by:

• participating in more than 175 STEM events in Wales and

Gloucestershire,engagingwitharound13,500students;

• engagingwithdiversestudentgroups.Almost30%of

ourengagementswerewithdiversegroups,including

all-femalegroups,andyoungpeoplefromeconomically

deprived and minority ethnic backgrounds and SEND

schools(specialeducationalneedsanddisabilities);

• increasingourfocusonprimaryschoolengagement,

recognising the importance of early exposure to STEM

experiences. This year we engaged with more than

1,200studentsatschoolassembliescelebrating

InternationalWomeninEngineeringDay;

• developing our internship programme in EMEA with

newcommercialandtechnicalrolesinSpain,France

andtheNordics;and

• buildingpartnershipswithUSAcollegesandcareers

fairstopromoteSTEMsubjects.Thisyearwereceived

anindustrypartnerawardfromtheDavisTechnical

College Foundation in recognition of our support for

hands-on student learning.

— Participatedinarangeofcommunityandbusiness

initiatives,including:

• sponsoringalocalballooningcompanythatoffers

accessibleballoonflights;

• invitinglocalcommunitiesto‘opendoordays’atsomeof

ourEMEAsitestoexperienceourbusinessandproducts;

• renewing our partnership with Greenpower Education

Trust,whichpromotesSTEMsubjectsbygivingstudents

opportunitiestodesign,buildandraceelectriccars;and

• sponsoringmusic,artsandprofessionalsports

organisationsinkeyUKlocations.

— Donated£0.3mtocharitableandnot-for-profitorganisations.

Thisincluded£140,000fromourIndiacharitiescommitteeto

supportlocalorganisations.Meanwhile,employeesaround

theworlddonatedtimetolocalcharities.Forexample,inthe

USA,ourpeoplehelpedcollectChristmaspresentsfor

economicallydisadvantagedchildren,anddonatedenough

blood to help save 48 lives. And in China we renovated

laptops that were donated to children attending school in

remote mountainous regions.

Learn more about how our STEM outreach programme supports

our ESG strategy on page 47.

Renishaw plc Annual Report 2025

FY2025wasayearofadjustedprofitprogressandrecord

revenueinchallengingmarketconditions.Whilewehave

continuedtoexperiencecostpressures,andaretakingaction

tomoveustowardsouroperatingmargintarget,Adjusted*profit

beforetaxincreasedby3.8%to£127.2m(FY2024:£122.6m).

Wehaveexceededourtargetforcashflowconversionand

furtherstrengthenedourfinancialposition,withcashand

cashequivalentsandbankdepositbalancesattheyearend

of£273.6m(30June2024:£217.8m).Thisincludesour

plannedreductionincapitalexpenditurethisyear,aswe

nowlooktobenefitfromrecentinvestmentsmadein

manufacturing infrastructure.

Althoughwefaceglobalpoliticalandeconomicuncertainties,

we are well positioned for future growth opportunities and

unexpected market downturns.

Financial performance

Revenue

AsWillhasexplainedinhisreview,weachieved3.1%growth

inrevenueto£713.0m(FY2024:£691.3m)andsohaveagain

achievedrecordrevenue.Wecontinuetobenefitfrombeing

diversifiedacrossarangeofmarkets;whiletheautomotive

marketwasweaker,thesemiconductoranddefencemarkets

werepositive,andwealsosawgoodgrowthinourmetrology

systemsproductsincludingAGILITYCMMs.

With20%ofourrevenuecomingfromtheUSA,andour

manufacturinglocatedintheUK,IrelandandIndia,wehave

been closely monitoring and managing the impact of the

USGovernment’stariffchangesduringtheyear.Whilewe

experiencedsomenetcostswhenthetariffscameintoeffect,

wehavesincebeenabletomitigatethemwithsurcharges.

Atconstantexchangerates*,revenuewouldhavebeen3.7%

higherthanthepreviousyear.Thisismostlyasaresultofan

appreciationofGBPrelativetoUSD,fromanaverageof1.26

inFY2024to1.30inFY2025.Theeffectofcurrencyhasbeen

partlymitigatedbyourtreasurystrategy;withoutourforward

cashflowhedgingcontracts,revenuewouldhaveincreased

by0.4%.

Operating costs

WeintroducedourAdjustedoperatingprofitmarginkey

performanceindicator(KPI)lastyear,withourtargetof20%.

Whilewehaveachievedamarginof15.7%thisyear,thesame

asthepreviousyear,wehaveundertakencostinitiativestohelp

moveustothistargetinthemediumterm,alongwithourrevenue

growth strategy.

Managing our labour costs has continued to be a priority this

year,aswetargettherightbalanceofrewardingandmotivating

existingstaff,bringinginnewpeoplewhereneeded,and

generating value for shareholders. We increased salaries by

anaverage(globally)of4.2%fromJanuary2025andhadanet

averageheadcountincreaseof126,resultinginanincreasein

totalpayrollcostsof£18.2m,or6.3%.Externalfactorshave

alsobeenasignificantconsiderationthisyear,withNational

InsurancerisesintheUKincreasingourcostsby£1.0min

FY2025,andaround£4.0mperyeargoingforward.

Inlightofthesecostpressures,andourexpectationsofgrowth,

wemadethedifficultdecisioninJunetoinitiatearedundancy

programmetoachieve£20mofannualisedsavings.Thiswas

initiallyavoluntaryprogramme,withacompulsoryprogramme

followinginJuly,mostlyaffectingpeopleintheUK,Ireland

andtheEMEAregion.Redundancycostsofaround£16mwill

berecognisedinFY2026,andexcludedfromadjustedprofit

andearningsmeasures.

Othereffortstoimproveouroperatingmarginincludeinvestments

inourmanufacturingandlogisticsfacilities,withnewmachine

tools,robotsandautomatedwarehousing.Thesehavehelped

improvethisyear’sgrossmargin(excludingengineeringcosts)

asapercentageofrevenueto61.7%,comparedwith61.0%

lastyear,andwillbenefitourfuturemargin.Weshouldalsosee

economiesofscaleinproducingourAGILITYCMMsandAM

machinesasweexpandwithinourexistingfactoryfootprint.

Whilewecontinuetoexperiencepricingpressuresglobally,

wehavegenerallymaintainedournetpricingwithcustomers,

and we intend to make targeted price rises in the coming year.

Our core strategy remains to deliver organic growth by

developinginnovativeandpatentedproducts,andwehave

reviewed our priorities during the year to improve our focus

andreduceourtimetomarket.Thisreviewhasresultedinthe

closure of the drug delivery aspect of our Neurological business

andaresearchfacilityinEdinburgh,resultinginone-offcosts

of£2.1mand£2.3mrespectively.Theseareincludedinthe

12%increaseinourgrossengineeringexpenditureof

£120.1m(FY2024:£106.8m),buttreatedasadjustingitems

(seepage32),andareexpectedtoleadtoanannualised

increaseinoperatingprofitofaround£4m.

We’realsoimplementinganewglobalERPsystemandanew

e-commerceplatform,whichwillmakemanyofoursales,

distributionandfinanceprocessesmoreefficient.Whilethis

hasmeanthighersoftwareandconsultancycostsinrecent

years,weexpectthisinvestmenttostreamlinecustomer

interactions and improve productivity in the future.

Financial review

*Note29,‘Alternativeperformancemeasures’,defineshoweachofthesemeasuresiscalculated.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Strategic report

STRATEGIC REPORT

Financial review continued

Profit and tax

Adjusted*operatingprofitwas3.3%higherthisyearat£112.3m

(FY2024:£108.7m).Atconstantexchangerates*,Adjusted

operatingprofitwouldhavebeen1.2%higherthanlastyear.

Adjusted*operatingprofitinourManufacturingtechnologies

segmentwas£109.9m,comparedwith£103.2mlastyear.Inour

Analyticalinstrumentsandmedicaldevicessegment,Adjusted*

operatingprofitwas£2.4m,comparedwith£5.5mlastyear.

Toreflectourevolvingorganisationalstructure,seepage34,

wewillbereportingonthreesegmentsfromFY2026:Industrial

Metrology,PositionMeasurement,andSpecialisedTechnologies.

Financialincome,netoffinancialexpenses,fortheyearwas

£6.6m,comparedwith£10.0mlastyear.Thisincludesa£2.6m

increase in interest on bank deposits due to higher interest rates

andamountsondeposit,less£4.9mofinterestpayableon

historical tax matters. See Note 5 for a full analysis.

Adjustedprofitbeforetaxwas£127.2m,comparedwith£122.6m

inFY2024.Statutoryprofitbeforetaxwas£118.0m,compared

with£122.6minthepreviousyear.

TheFY2025effectivetaxratehasincreasedto29.0%(FY2024:

21.0%)mostlyasaresultofhistoricalandnon-recurringtax

matters and the new global minimum tax. The underlying

effectivetaxrate,excludingtheseitems,issimilartotheprevious

year.Taxmattersof£9.1mrelatetospecificlegacyarrangements

which we wouldn’t expect to recur. While applicable accounting

standards require a full provision for tax and the associated

interestof£4.9mwecontinuetoseekresolutiontothesematters

which would reduce these amounts.

Certaininfrequenteventscansometimesaffectourfinancial

statements,preparedaccordingtoapplicableInternational

Financial Reporting Standards. We exclude these events from

adjustedprofitandearningsmeasurestogivetheBoardand

other stakeholders another useful metric to understand and

compareourunderlyingperformance.Thisyear,wehave

excluded costs relating to the closure of our Edinburgh research

facility(£2.3m),thedrugdeliveryaspectofourNeurological

business(£2.1m),andhistoricalandnon-recurringtaxmatters

(£9.1mtaxand£4.9minterest)fromAdjustedprofitmeasures,

whicharedetailedinNote29.Theseareexcludedfrom

movements in the bridge above.

Earnings per share

Adjusted*earningspershareis137.8p(FY2024:133.2p),

whileStatutoryearningspershareis115.2p(FY2024:133.2p).

Financial position

Asnotedearlier,wereducedourcapitalexpenditurethisyear,

withadditionstoproperty,plantandequipmentof£46.3m

(FY2024:£65.2m).Thislargelyrelatestomanufacturing

equipmentatourMiskinfacilityinWales,UK,following

completionofitsexpansioninthepreviousyear.Thisproject

hassignificantlyincreasedourglobalmanufacturingfloorspace,

allowing for our expected future growth.

Lookingnextatintangibleassets,ourstrategicfocusonfewer

butmoresignificantresearchprojectsresultedin£10.0mof

additionstocapitaliseddevelopmentcosts(FY2024:£9.3m).

Thedecisiontocloseourdrugdeliverybusinessandstop

severalotherprojectsledtoa£1.8mimpairment.

Inworkingcapital,we’vecontinuedtofocusonourinventory

holdingrequirements,withinventoryat30June2025totalling

£159.5m,whichisa£2.5mreductiononthepreviousyear.

Tradereceivablesdecreasedfrom£134.1mto£128.5m,mostly

duetocurrencytranslation.Withgoodcreditmanagement

practicesacrosstheGroup,wecontinuetoexperiencelow

levelsofdefaults,andholdaprovisionforexpectedcredit

lossesat0.5%oftradereceivables(FY2024:0.5%).

Whileourtaxchargeincreasedby£8.5myearonyear,our

netcurrenttaxpositionhasreducedby£24.4m.Thisismainly

duetotaxreceiptsintheUKduringtheyear,from£14.6mof

overpaymentsintheprevioustwoyears,andR&Dtaxcredits.

Excludingthesereceipts,ourtaxpaymentswouldhavebeen

£20.8m,whichissimilartothepreviousyear.

Ourdefinedbenefitpensionschemes(includingreimbursement

right)hadanetsurplusof£3.2mattheendoftheyear,

comparedwith£1.6mat30June2024.Withabuy-inofthe

UKschemecompletedlastyear,weexpectfuturemovements

nottobematerial.

£m

150.0

140.0

130.0

110.0

120.0

100.0

Change in

revenue less

change in

production

costs

FY2024

FY2025

Engineering

costs

Distribution

costs

Administration

expenses

Financial

income and

expenses

Share of

proﬁts of joint

ventures

Adjusted proﬁt before tax bridge

122.6

18.3

-8.7

-4.1

-2.0 1.4

-0.3

127.2

Increase Decrease Total

Renishaw plc Annual Report 2025

AnerrorwasidentifiedintheyearwiththeGroup’sclassification

ofaGermanpensionschemeasadefinedcontributionscheme,

asopposedtoadefinedbenefitscheme.InlinewithIAS8,the

Group has restated balances as at 30 June 2024 and 1 July

2023. The balance at 30 June 2025 for the non-current liability

employeebenefitandreimbursementrightassetwere£21.1m

and£12.9mrespectively,seenote1and23forfurtherdetails.

Totalequityattheendoftheyearwas£925.9m,comparedwith

£896.3mat30June2024.Thisisprimarilyaresultofprofitfor

theyearof£83.8m,lessdividendspaidof£55.4m.

Cash flow, liquidity and treasury management

Wecontinuetohaveastrongliquidityposition,withcashand

cash equivalents and bank deposit balances at 30 June 2025

of£273.6m(30June2024:£217.8m).Thisisaresultofour

cashflowsfromoperatingactivitiesof£147.9m(FY2024:

£124.1m),partlyoffsetbyourpreviouslynotedcapital

investments,anddividendspaidof£55.4m.

WeintroducedAdjustedcashflowconversionfromoperating

activities*asaKPIlastyear,whichassessesourefficiency

atconvertingoperatingprofitintocash.Givenlowercapital

expenditureof£46.3m(FY2024:£65.5m)andhigherworking

capitalinflowsof£9.1m(FY2024:£3.9m),weachieved91%

thisyear(FY2024:70%),aboveourtargetof70%.

Wehavesignificantexposuretocurrencymovements,and

weuseforwardexchangecontractstohelpmitigatethisintwo

areas.WehedgeagainstaproportionofouranticipatedEuro,

USDollarandJapaneseYencashinflowsoveratwo-year

period,whereourforwardratecappolicyallows.Wealsouse

contractstooffsetmovementsinintercompanyfinancing

balancesinthesethreesamecurrencies,andCanadianDollars.

While this mitigates short-term volatility relating to foreign

currencymovements,thisdoesn’tmitigateourexposureto

longer-term structural changes in exchange rates. We do not

speculatewithderivativefinancialinstruments.

Our treasury management also seeks to ensure that appropriate

and dynamic funding arrangements are available for each

ofourcompanies,andthatwemaximiseinterestincomeonour

cash and bank deposits.

Capital allocation

Our priorities in allocating capital are to maintain a strong

financialposition,generatecashtoinvestinorganicgrowth,

andprovideregularreturnstoshareholders.Wecontinueto

committoR&Dinvestmentinnewproductsandprocesses,

andtoinvestmentsinourinfrastructure.

While climate change and our own Net Zero targets aren’t

expectedtohaveamaterialeffectonrevenueandprofitinour

five-yearfinancialplan,wedoexpecttocontinuetoinvestin

thecapitalexpenditureneededtoachievethesetargets.

We continue to value having cash in the bank to protect our

business,recognisingthatweareexposedtosomevolatile

markets. We monitor our cash against a minimum holding

requirement according to overheads and revenue downturn

scenarios. This cash also allows us to react swiftly as investment

or market capture opportunities arise.

WeintroducedReturnoninvestedcapital*asanewKPI

lastyear,whichassessesourefficiencyinallocatingcapital

toprofitableinvestments.Weachieved12.6%thisyear,asmall

improvementonlastyear(FY2024:12.3%).Weexpecttodrive

thismetrictowardsourtargetof15%withhigherprofitsand

lowerlevelsoffuturecapitalexpenditure.

Wehaveaprogressivedividendpolicy,aimingtoincreasethe

dividend per share while maintaining a prudent level of dividend

cover. This year we paid an interim dividend of 16.8p per share

(FY2024:16.8p)andareproposingafinaldividendof61.3pper

share(FY2024:59.4p),resultinginatotaldividendfortheyear

of78.1ppershare,a2.5%increaseonthepreviousyear.

Looking forward

We remain focused on our revenue growth and operating margin

targets.Therearegoodopportunitiestoincreaserevenuein

existingmarketsandtoextendintonewmarkets,buildingon

threeyearsofsuccessiverevenuegrowth.Alongsidethis,weare

improvingoperatingmarginsbyreducingourfixedcostsinrelation

to our revenue and investing in our infrastructure and systems.

Allen Roberts

Group Finance Director

17 September 2025

£m

500.0

400.0

300.0

200.0

100.0

Sources and uses of cash

Cash

and cash

equivalents

and bank

deposits

b/fd

217.8

Operating

proﬁt,

before

non-cash

items and

research and

development

costs

213.4

Working

capital

9.8

Tax paid

-6.2

Research

and

development

costs

-68.9

Capital

expenditure

-46.3

Other

investing

activities

8.3

Dividends

paid

-55.4

Amounts

received

as deposit

from joint

venture

6.0

Other

ﬁnancing

activities

and

exchange

rate

ﬂuctuations

-4.9

Cash

and cash

equivalents

and bank

deposits

c/fd

273.6

Other uses of cash TotalSources of cash Capital allocation strategy

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Review of product groups

Ourfiveproductgroupspursueinnovation-ledgrowthinestablishedandemergingmarkets

withacombinedaddressablevalueof£6bn.Structuraldriversandglobaltrendsinboth

contributetoattractivethrough-cyclegrowthratesofatleast5%.Overthefollowingpages

wegivemoredetailonourstructureandexplainhoweachproductgroupsupportscustomers

intheirrespectivemarkets,whileexploringopportunitiesandmanagingtherisksassociated

with these trends. We give more information on each product group’s business performance

inourChiefExecutiveOfficer’sreviewonpages7to10.Thetablebelowalsogivesdetails

onthechangeswehavemadeforFY2026toourbusinesssegments.

Business segment: Manufacturing technologies

Our technologies help customers optimise their manufacturing processes and capabilities. Our products and software help to create

moreefficient,sustainableandinnovativefactories.

Our product groups Our established products Our emerging products Our key markets

Industrial Metrology

Measurement and control

ofprecisioncomponent

manufacturingprocesses.

— CMM sensors

— Machine tool probes

— Styliandfixturing

— CMM and gauging

systems

— Metrology software

— Smart factory software

platform

— Automotive

— Electronics

— Semiconductors

— Aerospace and defence

— Precision

manufacturing

Position Measurement

Precisionmotioncontrolofrobots,

machinery and factory automation.

— Open optical encoders

— Laser encoders

— Magnetic encoders

— Calibration

— Enclosed optical

encoders

— Industrial automation

forrobots

— Inductive encoders

Additive Manufacturing

Productionofintricatemetal

components from a digital model.

— Industrialmetal3Dprinters

— Build preparation and

process monitoring

software

Business segment: Analytical instruments and medical devices

Customers in this segment tend to be end users of our technologies working in healthcare and academia. Our innovative Spectroscopy

productshelpourcustomersimprovetheirmaterialsanalysis,whileourNeurologicalsolutionssupportcutting-edgetherapies.

Our product groups Our established products Our emerging products Our key markets

Spectroscopy

Materials analysis instruments.

— Laboratory Raman

spectrometers

— Industrial process

Raman spectrometers

— Academia

— Healthcare

— High-tech

manufacturing

— Materials sciences

Neurological

Central nervous system solutions.

— Neurosurgical robot

— Surgical planning

software

New segmentation for FY2026

Effective1July2025,weintroducedthreenewreportingsegmentstohelpinvestorsbetterunderstandRenishaw’sbusiness.

Thesesegmentsaremorecloselylinkedtoendusermarketsandexternaldemanddrivers,andbetteralignedwithourevolving

organisational structure:

Industrial Metrology–establishedandemergingproductslistedaboveintheIndustrialMetrologyproductgroup,plus

CalibrationproductsandIndustrialautomationproductsforrobots.

Position Measurement–establishedandemergingproductslistedaboveinthePositionMeasurementproductgroup,withthe

exception of Calibration products and Industrial automation products for robots.

Specialised Technologies–establishedandemergingproductslistedaboveintheAdditiveManufacturing,Spectroscopyand

Neurological product groups.

Renishaw plc Annual Report 2025

Manufacturing technologies

What we do

Wemakesensors,measurementsystemsand

software that allow customers to precisely measure

machinedparts,generateinspectionreportsand

control the performance of their production machines.

Our products are used throughout production – either

directlyonmetal-cuttingmachines,ontheshopfloor

nearby,orinaseparatequalitylaboratory.

Industrial Metrology is the most established part of

our business and we have customers across almost

every sector of manufacturing. Because of our long

trackrecord,someofthemhavebeenworkingwith

us for decades.

Our markets and the trends that

affectthem

Ourproductsareusedinaerospace,automotive,

consumerelectronicsanddefence,whichallrely

onhighlyrepeatable,efficientprocessestomake

complex parts with tighter tolerances. We provide

sensors to manufacturers of machines that service

thesesectors,andalsodirectlytoenduserswith

ourspecialistsystemofferings.

We continue to see a general trend towards more

automationand‘smart’factoriesacrossallour

sectors,withagrowingnumberofcustomers

incorporatingmeasurementtoolsintoshop-floor

processes. We make products that support this

trend,likeourRenishawCentralsoftwareplatform,

which connects measurement machines and

computernumericallycontrolled(CNC)machines

toimprovetheautomationofprocesscontrol.

Meanwhile,we’reseeingourmeasurementsystems,

suchasourAGILITYrangeofco-ordinatemeasuring

machines(CMMs)andourEquatorrangeofshop-

floorgauges,becomingmoreprevalentinmachine

shopapplications,asmeasurementbecomesmore

about controlling ongoing manufacturing processes.

Thisyear,welaunchedournewestEquatorproduct,

calledEquator-X,whichprovideshighthroughput

shop-floormeasurementandisexpectedtoopen

upopportunitiestoevenmoreapplications.

We continue to meet customer demand for greater

productivity and precision in the manufacture of

increasingly complex products via our combination

ofnewproductlaunches,suchastheRPM24-micro,

and continuous improvements in our existing

machinetoolproducts.Forexample,thisyearwe

incorporated novel technology into our twin probe

system for machine tools for faster set-up using

asmartphoneapp.

Sustainability remains a growing issue as our

customersdeveloptheirowngoalsandtargets.

Ourautomatedmeasurementtoolshelp,sincethey

improvemanufacturingefficiency,whichreduces

both waste material and energy use.

Inaclimateofgeopoliticalandeconomicuncertainty,

security of supply remains high on the agenda and

customers continue to diversify their supply chains

across multiple regions. All our Manufacturing

technologiesproductgroupsbenefitfromthis

becauseourwell-respectedglobalsubsidiary

network gives us the opportunity to rapidly transfer

engineering knowledge and experience around

theworld.

Our priorities for the future

Lookingahead,weseecontinueddemandfor

betterefficiency,flexibilityandreducedwastein

manufacturing processes. We will continue to work

with our long-standing partners to develop solutions

that meet these needs and their commercial goals.

Meanwhile,thelaunchofEquator-Xmarksan

importantdevelopmentinourshop-floorsystems

offerandwelookforwardtosupportingitssuccess.

Industrial Metrology

Find out more

about our

Industrial

Metrology

solutions in

our Virtual-

Expo.

Find out

moreabout

ourAGILITY

CMMs.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Review of product groups continued

What we do

Renishaw’sPositionMeasurementproductshelp

customersbuild,calibrate,controlandcheck

precision machines in a wide variety of applications.

Our position encoders provide electronic feedback

onmachinemotiontoensureaccuracyandenable

automatedoperation,whileourcalibrationsystemsare

usedtofine-tunetheset-upandcheckthecontinued

operation of those machines. These systems are

usedatallstagesofthemachineconstructionand

operationprocess,sowefocusheavilyonpracticality

and usability to ensure easy deployment and low cost

of ownership. That includes continuous development

ofourCARTOcalibrationsoftwareforefficient

machine set-up and maintenance.

Our business is very collaborative and we encourage

our engineers and designers to visit our customers

tohelpdevelopprecise,reliabletoolsthatmeettheir

specificneeds.Manyofourexpertshaveworkedfor

Renishaw for a long time and their knowledge has

helpedusbuildareputationfordeep,long-standing

relationships. That reputation is reinforced by the fact

weusemanyofourPositionMeasurementproducts

in our own processes and products.

Our markets and the trends that

affectthem

This is a highly demanding sector that requires

speed,precisionandreliability,andourproducts

areusedinarangeofapplications,including

semiconductorchipproduction,flatpaneldisplay

manufacture and robotics. While we have a strong

pipeline of new product launches to serve these

rapidlychangingmarkets,wealsocarefully

manageourestablishedproductlinesto

continuouslyimproveorretirethemasneeded.

Semiconductors and microelectronics remain two of

ourbiggestmarkets,withgrowthdrivenbydemand

for AI processing in particular. Our encoders are

usedatallstagesoftheproductionprocess,from

manufacturing silicon wafers to packaging and

testing individual devices.

Ourbusinessisaffectedbybroadereconomicand

geopoliticaltrends,withcomplianceandexport

controlanareaofincreasingcomplexity.However,

these same factors present new opportunities

asindustrialisednationscontinuetoinvestin

semiconductor manufacturing to reduce their reliance

on the dominant geographical sources of supply.

Wehavebenefitedfromincreasinglevelsofindustrial

automation,includingEVbatterymanufacturing

despitesofterglobalsalesofEVsthemselves.

ThisyearwealsolaunchedASTRiA,ourfirstinductive

rotaryabsoluteencoder,whichprovidesaccurate

and robust position measurements in demanding

operating environments such as defence and

factoryautomation.

Meanwhile,competitionfromlow-costmanufacturers

in Asia is growing. Our reputation for innovation and

quality helps us but we are committed to increasing

automation in our own production processes to meet

thecost,flexibilityandleadtimesnecessaryto

remain competitive.

Our priorities for the future

With wider societal trends towards automation and

roboticsaccelerating,weseeexcellentpotential

forgrowthforourPositionMeasurementproducts.

Ourcombinationofdeepmarketknowledge,

long-standing customer relationships and

establishedpipelineofinnovativenewproducts

willremainessentialinhelpingusrealisethat

potential and stay ahead of our competition.

Position Measurement

Find out more

about our

encoders for

position and

motion control.

Find out more

about our

machine

calibration and

optimisation

products.

Find out more

about our

industrial

automation

solutions.

Renishaw plc Annual Report 2025

What we do

AdditiveManufacturing(AM)–alsoknownas3D

printing – is the process of making 3D components

by building up layers of material. Our AM machines

use high-powered lasers to selectively melt sections

offinemetalpowder.Thisprocessisrepeated,

layer-by-layer,tobuildhigh-strength,complex

components that often can’t be made using

traditional manufacturing techniques.

While AM has historically been used for rapid

prototyping,one-offpartsandsmallbatch

production,wedevelopsolutionsthatare

accelerating AM use for high-volume manufacturing

applications.Forexample,thisyearwelaunched

anewduallasermachine,aspartofourRenAM500

series,givingcustomersgreaterchoiceandflexibility

to scale up within their budget.

Our software solutions enable our AM machines

tobeintegratedwithother‘smart’manufacturing

technologies. This includes third-party manufacturing

executionsystems(MES)forgreaterproduction

control,andcomputer-aideddesign(CAD)tools,

which make the most of 3D printing’s ability to create

designs with enhanced functional performance.

LikeourotherManufacturingtechnologiesproducts,

we use AM in our internal processes and understand

thechallengesofAMvolumeproduction,including

the need for a cultural shift to optimise part designs

for AM rather than subtractive manufacturing.

Thisstartswithearlycareersasweenrolmore

UKgraduatesandapprenticeswhohaveexplored

AMaspartoftheireducation.Wealsoworkwith

process and design engineers company-wide to

further incorporate AM into our toolkit.

Our AM application and service engineers work

alongsideourkeycustomers,solidifyingourreputation

asatrustedpartnerwithascalableplatform,which

translates into repeat system sales. The fact that many

of our target manufacturing customers already use

ourIndustrialMetrologyandPositionMeasurement

productshelpsusbuildthesekeyrelationships.

Our markets and the trends that

affectthem

We see enormous growth potential for AM to address

globalmegatrends,likeindustrialautomation,

decarbonisationandelectrification.Performancein

the aerospace and medical industries – both early

AMadopters–remainsstrong.Inaerospace,

along-establishedmarketforourManufacturing

technologiesproducts,lighterAMcomponentshelp

increasefuelefficiencyandreducegreenhousegas

emissions.Inhealthcare,anageingpopulationdrives

demandfororthopaedicimplants,whereAMcan

produce lattice structures that encourage bone

integration and improve patient recovery.

Interest from defence and consumer electronics

continuestogrow.Thesearehighlyagile,high-

growthsectorsthatcanbenefitfromAM’sflexibility,

although cost-per-part remains a key barrier to

widespread adoption.

Our priorities for the future

We’re excited about AM’s disruptive potential.

Ourlatestdevelopments,whichreducebuildtimes

byupto50%withoutcompromisingquality,reflect

our ongoing focus on boosting productivity and

maximisingAMcost-effectiveness.

We remain dedicated to deepening our customer

relationships and supporting their applications as

they scale up. This includes continuously improving

oursoftwareandserviceofferingstosuit

volumeproduction.

We see collaboration with the wider AM industry

asimportantforbreakingdownbarriersanddriving

adoption.So,wecontinuetoworkcloselywith

internationalcommitteesondevelopingstandards,

and software partners to maximise the value of

digitalworkflows.

Additive Manufacturing

Find out more

about our

Additive

Manufacturing

systems.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Review of product groups continued

What we do

We make Raman spectrometers that help customers

analyse the chemical and structural properties of

materials.Ourflexible,high-performancedevices

canbeusedinawiderangeofapplications,from

research and development into new materials and

healthcare,toforensicsandculturalheritage.

Today,wearealeadingglobalmanufacturerof

laboratory Raman spectrometers.

Wedesignourproductstobehighlymodular,

allowingourcustomerstoconfigureahigh-

performancespectrometertotheirspecificneeds,

and our reputation for precision products and

dedicated support is well established. We continue

tofocusonmakingiteasiertointegrateoursystems

withotheranalyticaltechniques,suchasscanning

electronmicroscopes,toenableourcustomers

toconduct‘multimodal’imaging.Meanwhile,our

robust,transportableVirsaRamananalyserenables

customerstocarryoutlab-qualityanalysisinthefield

or in a factory environment.

We look for opportunities to help customers learn

from one another and expand our markets.

Forexample,thisyearwehostedaneventinthe

UKatLondon’sNaturalHistoryMuseumthat

includedapresentationfromtheteamwhoused

ourVirsaRamanspectrometertoanalysethe

AltarStoneattheWorldHeritageSite,Stonehenge.

Our markets and the trends that

affectthem

Academiaisourlargest,mostmaturemarket,where

Raman spectrometry is widely used in research and

development.Whiledemandremainsstrongforflexible,

powerfulsystems,thesectorisaffectedbygeopolitical

events since it relies heavily on government funding.

Thishascreatedsomeuncertaintythisyear,particularly

intheUSA.However,wehaveplentyofexperiencein

planning ahead to manage these cycles to ensure we

arewellplacedtowinbusinesswhenfundingis

madeavailable.

Meanwhile,wecontinuetoseeincreasingdemand

forourproductsintheindustrialsector,asmore

customers look to incorporate materials analysis

tohelpthembetterunderstandtheirproductsand

processestoimproveefficiency.Thisisvitalinareas

like battery development and pharmaceuticals. This

growthprovidesarobustalternativeroutetomarket,

balancing out some of the cyclical nature of the

academic sector. Other growing markets include

healthcare,wherespectrometerssupportstudies

forearlycancerdetection,diagnosingdiseases,

anddrugdiscovery.

We see potential for growth in various regions

andcontinuetobuildoursalesteam.Forexample,

wehaveappointedasalesmanagerbasedinthe

MiddleEasttoenableustodirectlysupport

customers in the region.

Our priorities for the future

We are working closely with our sales colleagues

todeveloptheconnectionsweneedtomakethe

mostofnewopportunities,whilecontinuingtoinvest

inthenextgenerationofproducts.Thenumberof

applicationsforRamanspectrometersisgrowing,

asistheirmaturity,representingasignificant

opportunity to expand our existing portfolio into

adjacentmarkets.Forexample,weseesignificant

growthpotentialinthebioprocessing,carboncapture

andchemicalindustries,andwecontinuetodevelop

ourproductstocreatebettersolutionsforthese

customers.Wealsocontinuouslyreleasesoftware

updatesforallourplatformsincludinginnovative

newfeaturesandfunctionalitysuchasartificial

intelligence-based data processing modules.

Spectroscopy

Analytical instruments and medical devices

Find out more

about our

Spectroscopy

products.

Renishaw plc Annual Report 2025

What we do

We design and make products that help clinicians

deliver treatments and provide diagnostic procedures

forpatientswithneurologicaldiseasesinasafe,

effectiveandpredictableway.Thoseproducts

includeourneuromatesurgicalrobot,andnavigation

andplanningsoftware,whichhelpsurgeonswith

precision tool positioning and placement of

implantables. We also supply accessories that

support procedures like deep brain stimulation and

stereoelectroencephalography.Trustisanessential

partofourbusinessandwehaveareputationfor

buildingdeeprelationshipswithourcustomers,

basedonopenness,honestyandintegrity.

InFY2025,theBoardtookthedecisiontocloseour

loss-makingdrugdeliverybusiness.Meanwhile,we

continue to pursue our well-respected neurosurgery

activitieswhileweseekanew,morestrategically

aligned owner for the business.

Our markets and the trends that

affectthem

Healthcare providers and hospitals are looking for

faster,moreprecisesurgicaltherapiestoincrease

procedureefficiencyandimprovepatientoutcomes.

Theuseofroboticsinsurgeryisgrowing,including

neurosurgery,andweseeincreasingdemandfor

moreeconomicalandpatient-specifictreatments,

aswellastechnologiestoreducethepotentialfor

human error.

Our neuromate surgical robot and planning software

helpsonbothfronts,enablingsurgeonstoplan

aprocedureaheadofsurgery,savingtimeinthe

operating theatre. We continue to see new competition

emergingintheareaofsurgicalrobotics,butwearewell

established in brain surgery. We see strong retention

and renewal rates for our robots as neurosurgeons

buildtheirpracticearound,andexpertisein,specific

equipment.Thisgivesusacompetitiveadvantage

withexistingcustomers,butpresentsachallengein

displacingexistingcompetitors.

Healthcareisacomplexsector,withdetailed

regulatory approvals and tender processes that

contributetolongleadtimesforsignificantcapital

expenditure. While we have a lot of experience

navigating those processes and a strong reputation

inthemarket,weareexploringopportunitiesto

deepen existing relationships and develop new

strategic partnerships to help expand the

complementary products and accessories that

wecanofferalongsideourrobot.

Our priorities for the future

Our immediate focus is on operational excellence and

reducing manufacturing lead times so that we can be

more agile in responding to demand when it occurs.

Thisincludesworktoconsolidateoursupplychain,

and streamline processes in areas like procurement

and quality without relying on single source suppliers

forcritical,long-lead-timematerials.Italsoincludes

implementingefficientresearchanddevelopment

programmes that are focused on delivering new

innovations in both hardware and software. As we

doallthiswewillcontinuetolookforanewowner

forthebusiness.

Neurological

Find out more

about our

neurosurgery

solutions.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Our ESG strategy

Our ESG strategy is built on our core values and

commitmenttodoingbusinessresponsibly,and

wasdevelopedusingtheUnitedNationsSustainable

DevelopmentGoals(UNSDGs)asaguide.The

strategysetsoutthreeenvironmental,socialand

governance goals underpinned by a series of

strategic targets intended to help us address the

areas where we can have the biggest impact.

Our goals provide a roadmap to help us continue

developing products that will help solve global

challenges and they go beyond the Net Zero

greenhousegas(GHG)emissionstargetsthat

wesetinFY2021.Byraisingandbroadeningour

ambition,wealsowanttoempowerourpeople

tomakeapositivedifferencetoourbusiness,

stakeholders and planet.

Addressing our most material ESG topics

Our ESG strategy is informed by our double materiality

assessment,whichweconductedinFY2024with

support from external sustainability experts. We also

ran interviews and surveys with internal and external

stakeholders,includingemployees,customers,

suppliersandinvestors.Thishelpedusbetter

understandhowouroperationsaffectpeopleandthe

environment,andreviewtheESGfactorsthataffect

ourperformance,reputationandlongevity.Asaresult,

our ESG strategy focuses on the following topics:

Environment

— Energy use and GHG emissions

— Low-carbon transition and climate risk

— Productdesignandlifecyclemanagement

— Innovation to support customers’

sustainabilitygoals

— Environmentally responsible procurement

Social

— Talentattraction,developmentandretention

— Human rights

— Diversity,inclusionandequalopportunities

Governance

— Corporate decision-making

— Business conduct and ethics

— Risk and compliance

Our ESG goals

Environment

Innovate with our customers and suppliers

toachieve more with less, working towards

Net Zero carbon emissions while minimising

all environmental sustainability impacts.

Social

Develop a diverse and inclusive team who

are inspired to work for a responsible

business.

Governance

Develop a culture of doing business

responsibly through transparent and effective

risk-based decision-making, supported by our

corporate governance framework.

Introduction from our Chief Executive Officer

Sincelaunchingourenvironmental,socialandgovernance

(ESG)strategyayearago,wehavebeenlayingimportant

foundations to help us achieve the goals and targets that

underpin it. This includes working with key suppliers to

betterunderstandthegreenhousegas(GHG)emissions

withinourvaluechainanddevelopingnewguidancetoembed

sustainability into our design and manufacturing processes.

Wehavealsorunawarenesscampaignstoencourage

colleaguestovoluntarilysharetheirdatasowecantrack

progressondiversity.

Our ESG strategy continues to evolve into a fundamental

pillarofourbusiness.Itguidesnotonlyouroutlookonthe

environmentandoursocialresponsibilities,butalsothe

governance frameworks that must align in order to deliver

onourpurposeofTransformingTomorrowTogether.

FY2025presentedanincreasinglyunpredictablegeopolitical

climate,however,whichledustoreviewourgovernancegoals

and strategic targets. Our aim is to continue to be agile in our

response to the dynamic world order while ensuring robust

decision-making.

There’sstillplentyofworktodo,but,asIhopethisreview

demonstrates,we’vemadegreatstridesthisyeartowards

embedding ESG as a cornerstone of our business.

Will Lee

Chief Executive Officer and Chair of the

ESGSteeringCommittee

Our approach to ESG

ESG review

A strategy guided by the UN SDGs

We have aligned our ESG strategy

withthethreeUNSDGsthatare

most material to our business.

Find out

moreabout our

approach to

corporate

responsibility.

Renishaw plc Annual Report 2025

How we govern sustainability

Our commitment to doing business responsibly underpins

everything we do. This starts at the top with our Board and

ExecutiveCommittee,whichhaveultimateresponsibilityfor

overseeing sustainability-related matters. We formed our

ESGSteeringCommitteeinFY2024tooverseeourGroup

ESGstrategyandgoals.TheCommitteeischairedbyour

ChiefExecutiveOfficer,WillLee,andmembersincludeour

IndependentNon-executiveDirector,StephenWilson,

andrepresentativesfromourlargerproductdivisionsand

commercialfunctions,Sustainability,HR,LegalandFinance.

Stephen Wilson is a member of our Audit and Remuneration

Committees,andsoprovidescontinuityandliaisonbetween

ourBoardandmanagementcommittees.Seepage51inour

Climate-related Financial Disclosures statement on how our

Board,ExecutiveCommitteeandotherrelatedcommittees

oversee climate-related risks and opportunities. Also see

page68inourGovernancereportforadetailedillustration

ofourgovernanceframework.

Adapting to changing regulation

Theregulatorylandscapeisevolvingrapidly,andwehave

adutytoensureweprovideaccurate,appropriatereporting

tomeetthechanges.Overthepasttwoyears,thishasincluded

worktopreparefortheEU’sCorporateSustainabilityReporting

Directive(CSRD),includingourFY2024doublemateriality

assessment.FollowingtheEuropeanParliament’sdecisionin

May2025todelayimplementingCSRD,Renishawhaschosen

nottovoluntarilydiscloseagainstthedirective.Nevertheless,

theworkwedidtoprepareforithashelpedusbetterunderstand

ourgapsandtaketargetedactiontofillthem.Inthemeantime,

we continue to prepare for reporting against the IFRS’s

InternationalSustainabilityStandardsBoard’sfirsttwostandards.

Working with others to accelerate progress

The transition to a lower-carbon future isn’t something one

company can achieve on its own. We’re proud of our track

recordofworkingcollaborativelywithcustomersand

supplierstodriveinnovationinourproductsandareusing

thatexperiencetoformpartnershipsthatwillhelpdeliverour

ESGstrategy.Wecanalsohelpacceleratethetransitionby

working alongside other institutions to support collective action.

Forexample,wearemembersoftheAdditiveManufacturer

GreenTradeAssociation(AMGTA)andtheUK’sManufacturing

TechnologiesCentre(MTC).

Ensuring robust decision-making

Ensuring we have robust decision-making processes in place

isnotonlyimperativeforgoodgovernance,butalsoservesas

afoundationfordeliveringagainstourenvironmentalandsocial

goals.Italsoaffectstheintegrityofourdisclosures,determining

whether we ethically pursue and report our ESG goals and

objectives.Inthefaceofincreasinguncertaintyinthe

geopoliticalclimateandheightenedglobaltensions,ithas

neverbeenmoreimportantthatwestandfirmonourstandards

of governance and on our commitment to doing business

responsibly.Theillustrationonpage68setsoutthearchitecture

of our governance framework.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

ESG review continued

Our environment goal

Innovate with our customers and suppliers

toachieve more with less, working towards

Net Zero carbon emissions while minimising

all environmental sustainability impacts.

Our environmental strategic targets are:

Climate

— Reduce GHG emissions associated with

productdesign,serviceanduse.

— Achievemorethan50%reductioninGHG

emissionsfromouroperations,purchased

energyandsupplychainby2030,aspart

ofprogresstowardsNetZero.

— Continue to ensure strategic business

decisionsreflecttheclimate-relatedfinancial

risks and impacts for our business.

Customer solutions

— Progressivelyachievegrowthfromsalesof

newandexistingproductswithquantifiable

sustainabilitybenefitsforourcustomersover

the period 2025-2028.

Responsible procurement

— Reduce sustainability impacts and potential

risks from purchased goods and services

across Renishaw’s global supply chain over

the period 2024-2028.

Environment

A strategy for reaching Net Zero

Formorethan50years,ourproductsandsolutionshave

helpedcustomerssolvetechnologicalandscientificchallenges.

We have also helped them lower their impact on the planet with

productsthatreducemanufacturingcycletimes,scrapand

waste. As we help customers increase their operational

efficiency,we’realsoworkingwithourhighest-emitting

supplierstodevelopGHGemissionsreductionplans.

Our environment goal and environmental strategic targets

(seeleft)formpartofourESGstrategyandareunderpinned

byourscience-basedemissionsreductiontargets,whichwe

setinFY2021.ApprovedbytheScienceBasedTargetsinitiative

(SBTi),thesetargetsare:

— ReachNetZeroacrossourvaluechainbyFY2050from

abaselineofFY2020.

— ReduceourabsoluteScope1and2GHGemissionsby90%

byFY2028andourabsoluteScope3emissionsby50%by

FY2030,bothfromaFY2020baseline.

— Maintainaminimumof90%absolutereductioninourScope

1and2GHGemissionsfromFY2028throughtoFY2050,

fromaFY2020baseline.

We have also developed detailed climate transition plans that set

out the roadmap for achieving our ambitions. These plans are

available on our website at www.renishaw.com/en/climate-

related-risks-and-opportunities--48236.

Continuing to refine our emissions data

Whilewearealreadytakingstepstomeetourambitions,this

year we have focused particularly on strengthening the way we

capture,analyseandreportonkeydatatorefineourreporting

tocreateaclear,consistentapproach.Forexample,wehave:

— transitioned to primary supplier data for a proportion of our

purchasedgoodsandservices,enhancingtheaccuracy

andreliabilityofourScope3emissionsreporting;

— identifieddiscrepanciesinpreviousfinancialyears’datasets,

whichhaveaffectedtheaccuracyofouremissions

calculations.Wehaverecalculatedemissionsfiguresforthe

affectedyearsusingupdatedandverifieddatatoensure

wealignwithcurrentbestindustrypracticesandstandards.

Asaresult,ourFY2020baselinefigureshavechanged;

— standardised our methodology for use of sold products

emissionsacrossallbusinessdivisions,toensure

consistencyandcomparability;

— improved our internal data collection and audit processes

forScope1and2emissions,increasingtheaccuracy,

integrityandtraceabilityofourdata;and

— refinedourScope3calculationmethodologiesfor

employeecommuting,andupstreamtransportation

anddistributioncalculations.

Renishaw plc Annual Report 2025

Our Scope 1 and 2 emissions

Scope1and2emissionsmakeup2%ofourtotalGHG

emissions footprint. Reducing them means making changes

tothewaywerunouroperations–fromourmanufacturing

facilitiestoourvehiclefleet.

Our FY2025 performance

WereducedourScope1and2emissionsby13%thisyear,

versusFY2024,representingthefourthconsecutiveannual

reduction since setting our science-based targets.

OurScope1emissionsfellby14%versusFY2024,largely

duetoongoingworktoswitchourvehiclefleetfromtraditional

combustion engines to electric and hybrid options.

We continue to look for opportunities to switch more of our

fleettoultra-lowemissionsvehicles(ULEVs),althoughthis

isabiggerchallengeinsomecountriesweoperatein,where

charging infrastructure and low-carbon electricity capacity

aredevelopingmoreslowly.

WehavemadesignificantprogressinourScope2emissions

since setting our science-based targets. We have steadily

increased the proportion of renewable electricity we use at our

facilities around the world. This is via self-generated sources at

someofourmanufacturingfacilitiesintheUK,IrelandandIndia,

andrenewableelectricitycontractsorcertificates(RECs)that

coverthemajorityofourotheroperations.

While we remain committed to reducing our Scope 1 and 2

emissions,werecognisethiswillbecomeincreasingly

challenging,partlybecauseourtransitionplanreliesonthe

availabilityofRECsandULEVs,adequatecharginginfrastructure

and a low-carbon electricity grid.

Insomecases,theavailablereductionsinScope1and2

emissions will represent a low return on the investment required

toachievethem,comparedtothepotentialreductionswecould

make in our Scope 3 emissions from the same investment.

Wherethisisthecase,wewillprioritiseactivitiesthathavethe

greatest impact on reducing our global GHG emissions.

Our Scope 3 emissions

OurScope3emissionsmakeup98%ofourtotalGHGemissions

footprint.Sincetheyareindirectemissions,theyaremuchharder

toaddressthanourScope1and2emissions.Ourlargest

sourceofScope3emissionscomesfromtheenergythatour

productsuseduringtheirservicelife,followedbyemissionsfrom

thematerials,servicesandequipmentneededtomakeand

transportourproducts.Together,thesesourcesrepresentmore

than91%ofourtotalScope3emissions.

Tackling our Scope 3 emissions relies on collaborating with key

supply chain partners to gather accurate data and implement

GHG emissions reduction initiatives. While some suppliers

haveshownstrongengagement,othersarenotasfarintotheir

sustainabilityjourney,soasignificantpartofourfocusison

education and building capacity within our supply chain.

AsweprogressourScope3activities,we’regettingvaluable

insights into the structural and technological complexities that

are inherent in decarbonising electricity grids and reducing

theseemissions.Inparticular,ourworkthisyearhasreinforced

theimportanceofaligningeffortsacrossindustries;whileour

productscansupportthegreentransition,ourfootprintislikely

togrowasotherindustriesrelyonourproductstoreducethe

impactoftheirownoperations.Andwhileweareworking

towardsreducingourproducts’energyconsumptioninuse,

wewillalsoneedgriddecarbonisationtokeeppacewithour

effortstoachieveourtargets.

Lookingahead,wearecloselymonitoringtheSBTiconsultation

and forthcoming guidance on future Scope 3 targets. This will

help ensure we remain aligned with global best practice and

help us maximise the impact of our emissions reduction work.

Our FY2025 performance

Overall,ourScope3emissionsinFY2025remainedconsistent

withFY2024.Wecontinuetotakestepstoreduceemissionsin

ourmostsignificantareas.Ouremissionsfrompurchasedgoods

andservicesdecreased,reflectingbetterqualityofdataand

primarydatafromrawmetalsuppliers,whileourcapitalgoods

emissionsfell,duetolowercapitalexpenditure.However,

emissions from use of sold products and transportation continue

toincrease,mostlydrivenbyhighersalesincertainlocations

and enhanced data collection processes.

1,000

2,000

3,000

4,000

5,000

6,000

7,000

FY2021FY2020 FY2022 FY2023 FY2024

FY2025

Trajectory of Scope 1 and 2 emissions since our

FY2020 baseline year

Total Scope 1 and 2 (tCO

*Wehaverestatedhistoricalfiguresthisyearbasedonimprovementsinour

dataanalysis.OurFY2024figurehaschangedbecauseweincorrectly

reported certain emissions from several leased sites as Scope 1 and 2

emissions,notScope3.Wewillkeepmonitoringandupdatingourfigures

aswecontinuetostrengthenourdatacollectionandanalysis.Wealsouse

someaveragestoestimateemissionsforJune,tomeetpublicationand

auditdeadlines;thesefiguresareupdatedeachyearinarrearsoncedata

isavailable.Similarly,wealsoreviewandupdatedatatoalignwiththeUK

Government’s latest conversion factors for GHG reporting.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

ESG review continued

Designing products with sustainability in mind

One of our most meaningful contributions to the transition

toalow-carboneconomycomesfrommakingproductsthat

helpourcustomersincreasetheirenergyefficiencyand

reducewaste.Thisiswhywehavesetacustomer-focused

strategic target.

Thisyear,welaidimportantfoundationstoembedsustainability

in our product design and innovation processes. In consultation

withourproductdivisions,wedevelopedaDesignfor

Sustainability guidance document and a product-level carbon

calculator tool. Both provide key information to help our

designers make more informed design decisions from

asustainabilityperspective.Weintendtorollbothouttoour

engineersduringFY2026,withspecificengagementactivities

toraiseawareness.ThecalculatorwillalsoenableRenishaw

totrackprogressagainstourstrategiccustomersolutions

targetanddemonstratetheemissionsreductionbenefitsfor

ourcustomers.

This guidance and education supports existing work to

incorporate the latest technology into our products to enhance

usabilityandsustainabilityperformance.Forexample,

followingcustomerengagement,weimplementedcustom

design changes to our tool setting products for machine tools to

increase repeatability. These changes have also helped reduce

compressedairconsumption,and,asaresult,wewillbegin

implementing them for our standard tool setting products during

FY2026.Theuseofourproductsduringtheirservicelifeisakey

areawherewecanreduceemissions,andwehaverunother

projectstoreducethequantityofelectricityandcompressed

airneededtousethoseproducts.Wewillincorporatethese

reductions into our product improvement pipeline.

Working in partnership for a more responsible

supplychain

GiventhatourScope3emissionsrepresentthemajorityofour

footprint,wefocusoursupplierengagementprogrammeon

reducing the indirect emissions of the products and services

webuy.Havingidentifiedourhighestemittingcommodities

andtheirrespectivesuppliers,we’reusingamethodologywe

developed in-house to engage with and educate key suppliers

on sustainability issues. This is also helping us collect primary

sustainabilitydata,whichenablesustoaccuratelycalculatethe

emissionsoftheproductswebuyfromthesesuppliers,andthen

identify opportunities to reduce those emissions.

Thisyear,forexample,weidentifiedthatrawmetalprocurement

accountsforaround16%ofourpurchasedgoodsandservices

emissions.Withinthiscategory,weidentifiedaluminiumasthe

highest emitting commodity. Since this is a key raw material for

manyofourproducts,weinitiallyfocusedoursupplier

engagement programme on aluminium.

Partneringwithourmainmetalssupplier,andusingour

methodology,wewereabletoidentifyanopportunitytotransition

themajorityofthealuminiumwebuyfrom75%to100%recycled

content. This will enable us to reduce the emissions intensity

ofthemainaluminiumproductsweprocure.Usingthesame

methodology,we’renowcollaboratingwithfiveotherkey

aluminium suppliers to help them build their own emissions

reduction plans.

Continuing to strengthen our data

We’ve continued to investigate options to consistently calculate

the emissions associated with moving our products around the

world.Bycollaboratingwithourcouriersandexpeditors,we’re

strengthening our understanding of our global distribution

emissions.Usingthisknowledgewewillaimtomakemore

informed choices about the methods of transport we use

todistributeourproductsand,intime,increaseouruseof

lower-carbonformsoftransport,suchasoceanandrailfreight.

We have also established carbon metrics to monitor

manufacturingwasteandensurewefocusoureffortsonthe

most impactful GHG emissions reduction initiatives. We keep

thesemetricsunderreviewtoensuretheyremainfitforpurpose.

Inaddition,wehavedevelopedtrainingmaterialstohelprelevant

teams more accurately calculate GHG emissions and identify

sources of waste. We’ve now expanded this training to help teams

consider sustainability factors when selecting new equipment.

Priorities for the coming year

In the coming year we will continue to look for ways to strengthen

the quality of our data to help us make more informed decisions

and achieve our goals. This includes expanding our work

toreviewdatainourmostmaterialScope3categories.

WewillalsoreviewandupdateourClimate-relatedFinancial

Disclosures statement.

Renishaw plc Annual Report 2025

about our

commitment

toNet Zero.

How we calculate our data

InlinewithourGroupEnvironmentalDataPolicy,

we calculate our GHG emissions using the GHG

ProtocolCorporateAccountingandReporting

Standard(revisededition)andtheGHGProtocol

CorporateValueChain(Scope3)Accountingand

Reporting Standard.

To calculate our emissions we use the latest

IPCCGWP100-yearhorizonconversionfactors,

DESNZ,GHGProtocol,supplier-specificfactors

and other factors taken from a respective country’s

National Inventory Report or national government/

agency/regulator.Webaseasmuchdataaswe

canondirectsources,suchasmeterreadings

andutilitybills.Weuseestimatedfiguresfor

June’s Scope 1 and 2 emissions each year to

ensuretimelydatacapture,thenupdatethisdata

in the next Annual Report.

Dataforpreviousyearshasbeensubjectto

arefinementduetoimprovementsindatacapture

methodologies,officialretrospectiveupdatesto

carbonemissionsfactors,andthecorrectionof

historical data errors.

Our‘statutoryemissions’meanourScope1and2

emissions,andweusethemarket-based

methodologytoaccountforoureffortsin

generating and purchasing low-carbon energy.

The location-based method is provided for

disclosureonly.AllouremissionsdataforFY2023,

FY2024andFY2025hasbeenexternallyassured

and received limited assurance against the ISO

14064-1:2019 standard – which means our data

hasbeendeemedasaccurate,materially

correctandafairrepresentationofGHGdata

andinformation.

Total statutory emissions tCO

FY2025

3.14k 0.07k 3.21k

FY2024

3.65k 0.04k 3.7k

FY2023

4.0k 1.3k 5.3k

FY2022

3.8k 2.8k 6.6k

FY2020

Scope 1 Scope 2

3.9k 3.1k

7.0k

Group energy consumption kWh

FY2025

40.7m 17.8m 58.5m

FY2024

38.7m 18.7m 57.4m

FY2023

38.5m 19.4m 57.9m

FY2022

39.2m 19.0m 58.2m

FY202

33.9m 19.1m 53.0m

UK Non-UK

Total measured Scope 2 GHG emissions tCO

e location-based

FY2025

9.2k

FY2024

8.6k

FY2023

8.3k

FY2022

8.7k

FY202

7.9k

Energy source kWh

FY2025

46.1m 12.4m 58.5m

FY2024

42.3m 15.1m 57.4m

FY2023

37.8m 20.1m 57.9m

FY2022

35.4m 22.8m 58.2m

FY202

Renewable Non-renewable

30.1m 22.9m 53.0m

Statutory GHG emissions tCO

eper£mrevenue

FY2025

4.5

FY2024

5.4

FY2023

7.7

FY2022

9.9

FY202

13.3

Our emissions and energy data

The Companies Act 2006 (Strategic Report and

Directors’Report)Regulations2013introduced

changesthatrequiredquotedcompaniestoreport

theirannualemissionsandanintensityratiointheir

Directors’ Report. The 2018 Regulations bring in

additionalrequirementstodiscloseannualenergy

useandGHGemissions,andrelatedinformation.

Wehaverestatedhistoricalfiguresthisyearbasedonimprovementsinourdataanalysis.

OurFY2024figureshavechangedbecauseweincorrectlyreportedcertainemissions

fromseveralleasedsitesasScope1and2emissions,notScope3.Wewillkeep

monitoringandupdatingourfiguresaswecontinuetostrengthenourdatacollectionand

analysis.WealsousesomeaveragestoestimateemissionsforJune,tomeetpublication

andauditdeadlines;thesefiguresareupdatedeachyearinarrearsoncedatais

available.Similarly,wealsoreviewandupdatedatatoalignwiththeUKGovernment’s

latest conversion factors for GHG reporting.

*Baselineyear.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

ESG review continued

Our social goal

Develop a diverse and inclusive team who are

inspired to work for a responsible business.

Our social strategic targets are:

— Attract,developandretainadiverseandhighly

engaged team of talented employees.

— Continue to develop clearer career pathways and

maintainastrong,diversepipelineoffuture

succession for management and key critical roles.

— Implement a human rights assessment process

acrossourbusinessoperationsandallpotential

higher-riskTier1suppliersgloballyby2028.

Social

Continuing to embed our people strategy

We rely on our people’s expertise to help us deliver our

growthstrategyandachieveourESGgoals,andwecontinueto

develop and strengthen our policies and processes to support

them. This includes: ensuring we recognise and reward our

peopleappropriately;providingtherightframeworkstohelp

thembuildthrivingcareersatRenishaw;andsettingclear

expectations on what we mean by doing business responsibly.

Whilewearepleasedwithourcontinuedprogressthisyear,we

are mindful of the impact on our people of Sir David McMurtry’s

death,andsomeofourbusinesschanges,suchasclosingour

drug delivery business and our cost reduction programme.

We informed our people in June 2025 that we were seeking

toreducelabourcostsby£20mandhavetakena‘people-first’

approach to managing both voluntary and compulsory

redundancies,includingenhancedredundancypackages

thatexceedstatutoryrequirements.Alongsideindividual

consultationmeetings,affectedemployeeshadaccesstoour

EmployeeAssistanceProgramme(EAP)foremotionaland

practicalsupport.Meanwhile,ourHRteamsupportedthem

withjobsearchandCVwritingskills,wherenecessary,

includingfinancialwellbeingguidance.

A continued commitment to inclusion and diversity

Innovation and productivity thrive on diverse thinking. We remain

committed to our social goal and strategic targets to help build

an inclusive working environment that encourages everyone

todotheirbestwork.Wealsohavetwospecificaspirational

diversity targets:

— womentogloballyrepresent40%ofourseniormanagement

(seetableonthispage)byDecember2027;and

— peoplefromethnicminoritybackgroundstorepresent10%

ofourUK-basedseniormanagementbyDecember2027

withseniormanagementandethnicminoritydefinedbythe

ParkerReviewGuidanceforCompanies:June2025.

For an engineering and manufacturing business that operates

inatraditionallymale-dominatedindustryandisheadquartered

inapartoftheUKwherethepopulationispredominantly

whiteBritish,thesetargetsareveryambitious.Understanding

whereweareinrelationtothesetargets,andmorewidelythe

levelofdiversityacrossourbusiness,reliesonrobustdatato

help us identify and address our gaps. This year we launched

anawarenesscampaigntoencourageourpeopletovoluntarily

share their data through our Workday HR platform. To date

wehaveseenasmallincreaseinentriesforgender,sexual

orientationandreligion.Wealsousedour‘nine-box’talent

managementtool(seepage47‘Amaturingapproach…’)

toassessourperformancemanagementandsuccession

planning through a gender lens.

Our gender diversity statistics*

Women % Men % Undisclosed %

Board

3 33 6 67 n/a –

Executive Committee

1 17 5 83 n/a –

Senior managers

9 22 32 78 n/a –

Senior managers

and

subsidiary directors

10 12.5 70 87. 5 n/a –

All employees 1,319 24.5 3,937 73.5 86 2

*Allfiguresasat30June2025.

1 Including the Executive Directors.

2 Including the Executive Directors.

3 AsdefinedbytheParkerReviewGuidanceforCompanies:June2025.

4 AsdefinedbytheCompaniesAct2006.

5 Means statutory directors.

Currently,22%ofourseniormanagementrolesarefilledby

womenand3%byemployeesfromanethnicminority,sowe

arenotexpectingtomeetourtargetsbyDecember2027.

However,wecontinuetoworktowardstheseaspirationaltargets

by building a strong foundation to achieve greater diversity in

ourseniormanagementintheyearsahead.Wehaveaspecific

focus on growing diversity in our talent pipelines through our

earlycareersprogrammes,byunderstandingthechallengeswe

faceinemployeeretentionandengagement,andbyimproving

our succession-planning processes. We also continue to

develop tools and processes that include a focus on diversity

inareassuchasrecruitment,payandsuccessionplanning.

We have introduced new training modules on inclusive leadership

andinclusiverecruitment,andlaunchedournewDignityand

RespectintheWorkplacePolicy,whichcoverstopicsincluding

bullyingandharassment,unconsciousbiasanddiscrimination.

Thepolicyissupportedbynewacceptablebehaviourtraining,

which84%ofourseniorpeoplehavenowcompleted.Weplan

torolloutthistrainingmorewidelyinFY2026.

Duringtheyearwealsointroducednewtopic-specificemployee

listeningsessionsintheUKtocreateasenseofcommunityand

improve our understanding of the challenges our people face.

Inourfirstsession,30womensharedtheirthoughtswithour

ChiefExecutiveOfficer,GroupHRDirectorandtwoofour

Non-executive Directors about working for an engineering

business and on how we can attract more women. We plan to

runmoresessionsnextyearontopicssuchasworkingparttime,

balancingworkandfamilylife,andaccessibility.

Renishaw plc Annual Report 2025

Supporting STEM education

intheUK

One of the ways we can build a diverse talent

pipeline is through our science, technology,

engineering and mathematics (STEM)

education programme in the UK. Thisyear,

weengagedwitharound13,500 students from

arangeofgroups,includinghostingstudents

fromaMuslimall-girls’schoolatourSTEMCentre

inGloucestershire.Wealsoincreasedourfocus

onprimaryschools,engagingwithmorethan

1,200 students at school assemblies celebrating

International Women in Engineering Day.

Theprogrammeisakeypartofourbroader

communityengagement.Formoreinformation

seepage30.

Tosupportourworktowardsourethnicdiversitytarget,wehave

introducedanewculturenetwork.Thisgivescolleaguesaspace,

regardlessofbackground,tofindasenseofcommunityand

learnabouteachother’sculturesandfaiths,andsopromote

deeper understanding and build trust.

Our growing network of employee-led resource groups is also

animportantpartofourapproach.Thesegroupsmeetregularly,

with participation from members of our Executive Committee.

Meanwhile our annual cultural calendar and new culture network

help promote a sense of shared community. During Interfaith

HarmonyweekinFebruary2025,forexample,wehosted

aviewingoftheshortfilm

UnreflectedReflections

to celebrate

thehistory,heritageandcultureoftheMuslimcommunityin

Gloucester,UK.Ourinterfaithnetworkalsoprovidesopportunities

to learn how we can better support our ethnic communities.

A maturing approach to reward and development

As part of building a culture where everyone is able to do their

bestwork,wewantpeopletobesupportedbytherightcareer

development and reward structures. We know from our employee

surveys that this an area where people would like more clarity.

Inthepastfewyearswehavesimplifiedourperformance

reviewprocessanddevelopedamoretransparentjob-grading

system.Wearealsousingthe‘nine-box’talentmanagement

tooltoassessperformanceandpotentialandsupportour

succession planning. We now have succession plans in place

forall‘critical’rolesthatcouldhaveasignificantimpact

onbusinessresilienceandthatrequireskillsandknowledge

thatarescarceorhardtodevelop.

This year we continued developing functional competency

frameworksforourjobfamilygroupsthatsitwithinourjob

grading structure. These enable managers to review individual

performance on an equal basis and help us develop diverse

leadership teams and succession plans. We have now completed

around90%oftheseframeworks.Employeescanuseatoolto

comparebehaviouralattributesrequiredfortheleveltheyare

workingatand/ortheleveltheyareaspiringtoreach.

PeopleatRenishawwhoarejuststartingtheircareers

currentlyrepresent7%ofourtotalpopulationandourearly

careers development programme is an important part of how

weattractandretainthem.ThisyearwepilotedanewUK-

Germanyexchangeprogramme,givingtwoofourearlycareers

employees the opportunity to spend time learning from other

colleagues and deepening their knowledge of the business.

Wearenowintheearlystagesofworkingwithcolleagues

inourUSAofficetoassessthefeasibilityofsendingsomeof

ourearlycareerscohorttotheregionforafutureplacement.

Theaimhereistosupporttheregion’slonger-termskills

requirements and succession planning.

Effectiveleadershiphasremainedakeyfocusthisyear,with

ourExecutiveCommitteecontinuingtoworkwithaspecialist

consultancytostrengthentheirleadershipandteamworkskills,

and some of our senior leaders working with external mentors.

And we piloted an advanced leadership development

programme,nominating10participantstodevelopkey

leadershipskills.Thisalsosupportsourlonger-term

successionplanning.

Wecontinuedtoworkthroughourglobalbenefitsreview.

Whilewehadhopedtointroduceaglobalsetofprinciples

andnewbenefitsplatforminFY2025,furtherevaluationidentified

theneedformorecomprehensiverewarddata.Wehavesince

been working with our global HR teams to gather that data and

will report on further progress next year.

Creating more opportunities to hear from

ouremployees

Aswellasintroducingnewlisteninggroupsessions,inApril

2025weranoursecondannualglobalemployeesurvey,in

23languages.Inall,74%ofemployeesresponded,representing

an11%increaseonFY2024.Ourmainengagementscore

remainedsteadyat74%(FY2024:74%).

Whilewescoredwellinareaslikeprovidingasupportiveculture,

wellbeingandethicalpractice,wehaveroomtoimproveinareas

like cross-team collaboration and clarifying career pathways.

Wecontinuetoexpandouremployeeengagementprogramme,

whichthisyearincludednew‘TransformingTomorrowTogether’

webinarsand‘AskMeAnything’sessionstoencourage

discussion on important topics like our ESG strategy. We have

also installed new information screens at manufacturing sites

tosharekeymessageswithcolleagueswhodon’thaveregular

accesstoaPC.

Engagement between our employees and Board continues to

grow,withBoardmembersmeetingemployeesatoursitesin

Miskin,Wales,andStuttgart,Germany.ThemajorityofBoard

members,includingourinterimChair,SirDavidGrant,metmany

of our country sales leaders at our Group Sales Conference in

September2024,whileourNon-executiveDirector,Stephen

Wilson,metemployeesinHongKongandChinaduringhisvisit

in May 2025.

Meanwhile,ouremployeeengagementambassador,Catherine

Glickman,sharedfeedbackwiththeBoardfromherengagement

sessions,whichthisyearincludedparticipatinginourfirst

employeelisteningsessionalongsideNon-executiveDirector,

ProfessorDameKarenHolford.FormoreinformationonBoard

engagement,seeourSection172statementonpage71.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

ESG review continued

Keeping people safe in our operations

We recognise the importance of providing and promoting safe

andhealthyworkingpractices,andintegratehealthandsafety

into our daily activities through a robust management system.

Wearealsocommittedtoidentifyingpotentialhazardsand

makingsurewehaveeffectivecontrolstominimisetheirrisk.

We review our high-risk areas every year and low-risk

areaseverytwoyears.Everysite,regardlessofactivity,

isassessedagainstouroccupationalhealthandsafetypolicy.

Wealsomonitorincidentandaccidentdatatoidentifyand

address trends.

This year our accident statistics have been low relative to

benchmarkingindices.Werecorded197accidents(FY2024:

194)againstayear-endheadcountof5,342(FY2024:5,256),

givingusanaccidentfrequencyrateof22.15permillionhours

worked(FY2024:22.17).Thisremainsverylowcomparedtothe

averagefortheUKmanufacturingsectorof218.11permillion

hours worked.

WehadtworeportableaccidentsundertheUKRIDDOR

reporting requirements during the year. This equates to a rate

of0.02per100,000workersandissignificantlylowerthanthe

UKmanufacturingsector,whichhasanaveragerateof530per

100,000workers.Minorcutsandabrasionstohandsfrom

contactwithequipmentandhandtoolingrepresented40%

ofouroverallaccidentfiguresduringtheyear.Toaddressthis,

we have worked closely with our supplier to review our personal

protective equipment to improve hand protection across all

oursites.Followingtrialsinseveralareasofthebusiness,

ouremployeesnowhaveaccesstoanewselectionofcut-

resistant gloves.

Proactivereportingofnearmissesisanimportantpartofour

approach and this year our people reported 349 near misses

(FY2024:264).

Wellbeing remains a key focus and our network of mental

healthfirstaiderscontinuestogrow,with107peoplenow

trained(FY2024:101).Wehaveintroducednewresources

viaourwellbeingplatform,andrunglobaleventshighlighting

keytopicssuchasstressawarenessandsettingboundaries.

EmployeesatourlargestUKsitesalsohaveaccesstoonsite

counsellors each month.

Strengthening our approach to human rights

Weoperateinacomplexglobalvaluechain,relyingon

keygoodsandservicesfromaround3,000suppliers.

Asaresponsiblebusinesswewanttohelpmakethatvalue

chainmoresustainable,whichincludesacommitmentto

respecting human rights.

In recent years we have strengthened our approach to

identifying and managing the risks we face in areas like modern

slavery,childlabourandconflictminerals.Forexample,wenow

conduct internal reviews to ensure our global teams are using

the policies correctly and complying with relevant legislation.

Our new global supplier relationship management platform

helpstoo,providingconsistent,verifiedESG-relateddatatohelp

usmakemoreinformeddecisions.Thisyear,forexample,the

platform helped identify a potential risk in our recruitment and

payrollprocesses,whichweaddressedwithprocessesfor

imposter checks and duplicate bank detail checks alongside our

existing right-to-work assessments. This will help reduce the risk

of a victim of modern slavery becoming an employee. We intend

to audit our processes periodically to ensure the necessary due

diligenceisinplaceatalltimes.Meanwhile,theplatformwill

become a central part of our new global supplier onboarding

process,whichweareaimingtolaunchintheUKinFY2026.

We also continued to implement our global modern slavery

policyacrosstheGroupthisyear,withstrictnewguidelineson

how it should be used. This will be supported by new modern

slavery training to raise awareness of the risk to all employees

globally,whichwewillrolloutinthecomingmonths.We’vealso

developed new guidance to help line managers take appropriate

action when someone reports a concern.

Some of our products rely on critical minerals that are often

located in parts of the world that are at higher risk of human

rightsabusesandconflict.Thisyearwestrengthenedour

globalpolicytoreaffirmourcommitmenttoavoidingtheuse

oftheseconflictminerals.ThisincludedtheUKbuyingteam

mappingoursupplychainforconflictmineralsriskand

assessing those suppliers that are in the policy’s scope.

Priorities for the coming year

We’ve always known it will take several years to fully implement

ourpeoplestrategyand,onceagain,ourfocusforthenext

12monthsislargelyunchanged.Whileweexpecttocomplete

ourfunctionalcompetencyframeworks,wewillcontinueto

develop succession plans and look at ways to support career

development.Wewillalsocontinuetoworktowardsourtargets,

agreeingnextstepswithournewGroupHRDirector,Clare

Nicholls,whojoinedRenishawinSeptember2025.Aswedoso,

wewillbeguidedbyfeedbackfromouremployeesthroughour

growing engagement programme.

Renishaw plc Annual Report 2025

Our governance goal

To develop a culture of doing business

responsibly through transparent and effective

risk-based decision-making, supported by our

corporate governance framework.

Our governance strategic targets are:

— Promotetransparencyandaccountabilityin

decision-making throughout the organisation.

— Review and revise our risk and internal controls

frameworkduringFY2026andFY2027.

— Continue to evolve and embed our Code of

Conduct to support our values and purpose.

— Maintainazero-tolerancepolicyonbribery

andcorruption.

— Identify and prioritise actions for developing our

compliancecultureinFY2026.

Download

ourCode of

Conduct.

Governance

Stronggovernanceisattheheartofourentirebusinessstrategy,

including our approach to ESG. While we describe our wider

approach to governance in our Governance Report on pages

66to76,thissectionfocusesonourworktoprovideaclear

framework for delivering our ESG goals and ensuring we do

business in a responsible and sustainable manner.

Giventheincreasingchallengesinthegeopoliticalenvironment,

absolute clarity in our governance framework has never been

moreimportant.In2025,werevisedourgovernancegoaland

strategictargets.Weareconfidentthesewillenableustobe

more agile in our response to the challenges presented by the

dynamicworldorder,whileprotectingourvaluesandpurpose.

Legal and regulatory compliance

As a global business that engages with multiple stakeholders

–includingcustomers,suppliers,employeesandinvestors–

inanincreasinglycomplexanduncertaingeopoliticallandscape,

reinforcing our compliance framework is essential to mitigating

risks and enhancing our opportunities.

We are taking important steps to strengthen our risk and

complianceframework,enablingustoquicklyadaptto

legislative changes while supporting our growth ambitions.

Forexample,we’veimplementedathird-partyglobalentity

managementservicetohelpusrespondquicklyandeffectively

toanysecretarialrequirementsinspecificcountries.We’vealso

carried out work in readiness for the European Cyber Resilience

Act. This is a good example of compliance working hand-in-

handwithourcommercialstrategy,supportingourstrongtrack

recordininnovationandcustomerservice,toprovidehardware

and software that are cyber-secure and create opportunities by

building customer trust. Our Board has been kept informed

aboutandreceivedtrainingonkeylegislativedevelopments,

including those relating to the Corporate Governance Code 2024

and the Economic Crime and Corporate Transparency Act 2023.

We’ve also made two key appointments in our Legal & Secretarial

function: a new Group Head of Legal Compliance and a Group

HeadofExportControl,bothreportingintoourGroupGeneral

Counsel & Company Secretary. They will work closely with our

divisional and regional sales teams to provide dedicated focus

and risk management of their respective areas of compliance.

Theseincludeexportcontrolandsanctions,andanti-bribery

andcorruption–importantforabusinesswithaglobalfootprint

where95%ofoursalescomefromexports,witharound20%

ofthosesaleshandledbythird-partydistributors.

Ourambitionistobuildnotonlyarobustcomplianceframework,

buttosupportthewaywemanageriskthroughahealthy

complianceculture,demonstratedthroughresponsiblesenior

leadership. We are actively working to strengthen our

understandingofourcomplianceculture,drivenbyaglobal

culture survey. The results of this will be critical in guiding our

approach to embedding our values and culture throughout

thebusiness.

Managing our risk and controls

Aswellasfocusingonlegalandregulatorycompliance,

wereassessedourapproachtoriskmanagement,andhave

takenseveralkeyactions,suchasrefreshingourRiskCommittee

compositionandrefiningourriskassessmentprocess.This

includes a more detailed Group Risk Register and risk scoring

protocol. See more on this in the Risk Committee report on

pages 15 to 23. We have also reviewed our Group insurance

programmeandamendedourcoverageinlightofthe

revisionswe’vemadetoourriskmanagementframework

andriskappetite.

Wehaveconsolidatedourinternalcontrolsframework,whichis

designed to support our level of risk appetite and better position

us for the legislative requirements of the Corporate Governance

Code 2024. This new framework will help us better understand

our compliance risks while promoting more transparency and

accountability within the business. This is being led by our newly

appointed Head of Internal Controls.

Aswellasnewadditionstoourteam,wehaveexpandedthe

scopeofworkforcertainteams.Forinstance,ourInternalAudit

team now conducts a more detailed assessment of our global

policiesandproceduresinareaslikemodernslaveryandconflict

minerals,whileourhealthandsafetyteamisnowresponsiblefor

overseeing our procedures for preventing and managing

environmental incidents.

We have also conducted a detailed assessment of our sales

channels and routes to market to enable a more informed

approachtoourKnowYourCustomerprocedures.Thishasbeen

particularlybeneficialinlightoftheincreasinglycomplexglobal

supplychain,anditwillensurewearebetterpositionedto

supportourstrategictargetofmaintainingazero-tolerance

policy to bribery and corruption.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

ESG review continued

Doing business responsibly

Our Code of Conduct sets out our expectations for anyone

whoworksforandwithRenishaw.Translatedinto14languages,

itexplainswhatwemeanby‘doingbusinessresponsibly’,

andprovidesguidanceonhowtomakegooddecisions,

behaviours to watch out for and our supporting policies.

We ask all new employees to acknowledge that they are aware

oftheCodeaspartoftheironboardingprocessandwereview

theCodeperiodicallytoensureitremainsuptodate.

We expect to continue evolving our Code following the new

appointmentsoutlinedabove,andtobetterunderstandits

effectivenessthroughtheculturesurveyandtheinternal

controlsframeworkthatwillsupportitsenforcement.

We are committed to ensuring that everyone feels able to

speakupiftheywitnessunlawfulorunethicalbehaviour.

OurGroupSpeakUpPolicyexplainshowtoraiseaconcern

andincludesdetailsofourconfidentialandindependent

whistleblowingline,SpeakUp.

SpeakUpisavailableasanonlineportalandthroughaglobal

hotlinetoallcurrentandformeremployees,contractors

andexternalstakeholders.Thisyear,welogged27cases

(FY2024:36).

Number of Speak Up cases reported

FY2021

FY2022

FY2023

FY2024

FY2025

We’vealsoworkedwithourthird-partyprovidertoupdatethe

portal to make it easier for users to track the progress of their

complaintwhenreportinganonymously,includinganyactions

thatthebusinesstakes.TheSpeakUplineisavailablein

multiplelanguages.FormoreinformationonourSpeakUp

Policyandhowweinvestigateconcerns,seepage67inour

Governance Report.

Priorities for the coming year

Our compliance programme continues to evolve to respond

tointernationalanddomesticpolicyandtheneedsofour

globalbusiness.OurkeyprioritiesforFY2026willinclude

continued preparations for implementing the Corporate

Governance Code 2024.

We will also prioritise our review of our Code of Conduct while

embedding our risk management framework and implementing

our new internal controls programme. The results of our

compliance culture assessment will guide our approach to this

work.Alongsidethis,wewillreviewourcorporatedecision-

makingprotocolstoensurethatwearewellplacedtosupport

ourESGgoalsandobjectives.

Renishaw plc Annual Report 2025

Climate-related Financial

Disclosuresstatement

Wehavecontinuedtobuildonoursignificantworkoverthepasttwoyearstoidentify,assessand

manageourclimate-relatedrisksandopportunitiesthroughourclimate-relatedgovernance,strategy,

riskmanagement,andmetricsandtargets.WehavealignedourdisclosureswiththerequirementsofUK

ListingRule9.8.6R(8)andtherequirementsoftheIFRSS2Climate-relatedDisclosures.Thedisclosures

listed below meet these regulatory requirements. They include references to our website and other

documents that give further relevant information.

Governance

Recommendation

Disclose the organisation’s governance around climate-related risks and opportunities

Recommended disclosure

A) Describe the board’s oversight of climate-related risks and opportunities.

Summary Reference

— OurBoardmaintainsoverallresponsibilityforsettingourcorporatestrategy,whichincludesclear

links to our ESG strategy. Our Board delegates oversight of our ESG strategy to our ESG Steering

Committee.Thestrategyincludesobjectivestominimiseourexposuretoclimate-relatedrisksand

maximise our climate-related opportunities.

— OurESGSteeringCommitteeischairedbyourChiefExecutiveOfficer,WillLee,andmembers

arechosentoprovidetheskillsandexperienceweneedtoeffectivelyoverseeourESGstrategy.

OurIndependentNon-executiveDirectorStephenWilsonisalsoamemberandprovidesan

independent perspective.

— Our Board has reviewed and approved the transitional climate-related risks and opportunities that

wefinanciallyquantifiedandincorporatedintoourfive-yearplan,alongwithcapitalexpenditure

estimates related to achieving our Scope 1 and 2 Net Zero target.

— InFY2025,werevisedtheRiskCommitteemembershiptomakeitleanerandmoreeffective.

TheCommitteeisnowchairedbyourChiefExecutiveOfficer,enhancingthegovernanceof

ourclimate-relatedrisks.TheCommitteereportsdirectlytotheAuditCommittee,ensuring

robustoversightofclimate-relatedgovernancematters.

More detail on the relationship

between our corporate strategy

and climate issues can be found

on pages 11 and 12.

B) Describe management’s role in assessing and managing climate-related risks and opportunities.

Summary Reference

— Our governance structure ensures that we assess and manage our climate-related risks and

opportunities at the appropriate organisational levels. Each of the following committees has

beendelegatedresponsibilitybyourBoardforclimate-relatedmattersandmeetsatleastfour

timesayear:

• OurESGSteeringCommitteeoverseesthedeliveryofourESGstrategy,whichincludes

reviewing progress against our climate-related goals and targets. It is also responsible for

sharing information and expertise with our Audit Committee and Risk Committee to support

themwiththeirclimate-relatedresponsibilities.

• OurAuditCommitteereviewstheeffectivenessofourriskmanagementandourclimate-related

assurance across the Group.

• Our Risk Committee supports the Group in identifying and managing climate-related risks and

opportunities.InFY2025ourChiefExecutiveOfficer,WillLee,becameChairoftheCommittee.

• OurRemunerationCommitteealignsourremunerationpolicieswithourstrategicobjectives.

Ourstrategicobjectives,whichform20%oftheincentiveopportunityforourExecutiveDirectors

andSeniorLeadershipTeam,includespecificobjectivesonsustainability.

Our sustainability and climate

governance framework is shown

on page 68.

See our Directors’ Remuneration

Report on pages 89 to 101

formoreinformationonour

Executive Directors’

incentiveopportunity.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Climate-related Financial Disclosures statement continued

Strategy

Recommendation

Disclosetheactualandpotentialimpactsofclimate-relatedrisksandopportunitiesontheorganisation’sbusinesses,strategy,

andfinancialplanningwheresuchinformationismaterial.

Recommended disclosure

A) Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term.

Summary Reference

— Ourkeyclimate-relatedriskisstrategicinnature,focusedonhowwepositionourselves

competitively in a market that is increasingly focused on sustainability. We recognise that being

slowtorespondtosustainabilitytrendsmayaffectourmarketshare,customerperceptionsand

investorconfidence.Assuch,ourclimate-relatedriskmanagementcurrentlyemphasisesmarket

and reputational exposure over physical risk events.

— OurFY2023climatemodelling,whichlookedatphysicalclimate-relatedrisks,identifiedour

manufacturingandmajorinventory-holdingsitesthatareconsideredat‘high’riskofphysical

climate-related risks under varying warming scenarios and timescales. Regardless of warming

scenarioortimescale,theriskofriverfloodingwas‘high’atfourofoursites.Fourofoursitesinthe

APACregionarealsoconsidered‘highly’exposedtochronicclimaterisks.Therewasnomaterial

changetooursiteportfolioinFY2025,sowebelieveourriskidentificationremainsrelevant.

— Althoughourscenarioanalysishasidentifiedphysicalclimate-relatedrisksatspecificsites,we

currentlyclassifytheserisksasemergingratherthanasprincipalrisks,andcontinuetomonitor

them via our governance processes.

— InFY2024,weusedthesameclimatemodellingtounderstandclimate-relatedrisksinoursupply

chain.Weidentifiedthosesuppliersthatareconsideredat‘high’riskforatleastoneoftheclimate-

relatedphysicalrisksthatweassessed(drought,heatstress,wildfires,flashflooding,riverflooding,

sealevelriseandextratropicalcyclonesorsimilar).

— InFY2023,wecompletedclimatescenarioanalysiswithallourproductdivisionsusingthe

InternationalEnergyAgency1.5ºCwarmingpathway.Weconsideredtheimpactonfinancial

metricsacrossourbusinessareas,includingimpactonrevenue,grossmarginandprofitability.

Thishelpedusidentifyseveralclimate-relatedtechnologyandlegaltrendsthatwebelieverepresent

opportunities for our business in the medium to long term: the shift from traditional combustion

enginevehicletoelectricvehicleproduction,growthintheuseofadditivemanufacturing

technologies,andincreasingcarbontaxation.WeupdatedouranalysisinFY2025,andfound

nochangetotheopportunitiesweoriginallyidentified.Weexplaintheseinthetablebelow.

For more information on the

assumptions included in our

transitional climate scenario

analysispathway,see

www.iea.org/reports/net-zero-

roadmap-a-global-pathway-to-

keep-the-15-0c-goal-in-reach.

An expanded table covering

ourclimate-relatedrisksand

opportunitiesandourdefinition

of‘high’riskforthephysicalrisks

assessed are available on our

website at www.renishaw.com/

en/climate-related-risks-and-

opportunities--48236.

The percentage of the Group’s revenue associated with climate-related trends

Key:  Low:<3%  Medium:3-10%  High:>10%

Climate-related trend

Technology – development of Additive Manufacturing (AM)

WecontinuetobelievethatAMisbecomingamoremainstreamoptionforvolumemanufacturing.Externalforecastspredicta20%growthinthe

AM market by 2030 and we believe that environmental sustainability will be a key driver for this growth.

Potential velocity under a 1.5 ºC pathway

Current state FY2025-FY2030 (short term) FY2030-FY2049 (medium term) FY2050+ (long term)

Technology – transition from manufacturing internal combustion engine (ICE) vehicles to electric vehicles (EVs)

ThetransitiontoEVsiscreatingnewprocesses,assemblyplants,supplychains,researchandcustomers,whichofferssignificantopportunities

forallourrelevantproducts.

Potential velocity under a 1.5 ºC pathway

Current state FY2025-FY2030 (short term) FY2030-FY2049 (medium term) FY2050+ (long term)

Policy and legal – increasing carbon taxation

Carbontaxationwillaffectusglobally.Intheshortterm,wehavehadtodedicatetimetoreportingundertheEuropeanUnion’s(EU)CarbonBorder

AdjustmentMechanism(CBAM).Whileourexposurehasbeenlow,CBAMcouldcreaterisksbyincreasingcostsinoursupplychains,whichmay

bepassedontous.However,webelievethatcarbontaxationcouldultimatelycreatemoreopportunityforus.Itmayactasadrivingforcefor

increaseduseofmetrologytoreducemanufacturingprocessvariationandscrap,drivenbythehighcostandcarbonimpactofmaterials.

Potential velocity under a 1.5 ºC pathway

Current state FY2025-FY2030 (short term) FY2030-FY2049 (medium term) FY2050+ (long term)

Renishaw plc Annual Report 2025

Strategy continued

Recommendation

Disclosetheactualandpotentialimpactsofclimate-relatedrisksandopportunitiesontheorganisation’sbusinesses,strategy,

andfinancialplanningwheresuchinformationismaterial.

Recommended disclosure

B) Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning.

Summary Reference

— InFY2023,weidentifiedthat37%ofthe‘assetvalue’

ofourmanufacturingandmajorinventory

holdingsitesisconsideredat‘high’riskoffloodingandthat8%of‘assetvalue’has‘high’exposure

tovariousphysicalclimaterisks.

— To demonstrate the impact of these risks and how we are managing them in our strategic and

financialplanning,wereviewedthefinancialcoststoourbusinessofanactualfloodthataffected

ourmanufacturingsiteinWoodchester,UK,in2007.Thefactorywasinundatedwith100mmof

floodwaterandourinsuranceclaimwasmorethan£0.3mforbuildingrepairsandinventoryloss.

Thesitereturnedtofullproductionwithinfivedaysandduringthattimewewereabletoredirect

stockheldinoursubsidiariestocovertheshortfallinproduction.

— WealsoassessedtheimpactoflosingourmanufacturingsiteinPune,India,asaresultofwildfire,

becauseitisoursitewiththegreatestassetvaluethatcurrentlyfaces‘high’exposuretovarious

chronicclimaterisks.Inthisscenario,ourimmediateabilitytoproducethevolumeofcablesand

tool-settingarmsweneedwouldbeaffected.Wewouldmitigatethispotentialimpactthroughour

stockcontingency,rampingupsourcingfromourotherestablishedsupplychainsanddrawingon

our experiences during the COVID-19 pandemic to quickly reinstate production in our other

manufacturing locations.

— We continue to integrate climate-related risks into our procurement strategy. We focus on assessing

suppliersthataremoreatriskofdisruptingsupplyofgoodsorservices,duetofactorssuchas

weakfinancialhealth,politicaluncertainty,orexclusivesourcingstatus,andthatwouldalsohave

asignificanteffectonbusinessrevenueintheeventofsupplychainfailure.Mitigationstepscould

includedualsourcingoftheproductorservices,orarequirementtoholdalevelofsafetystock.

— Our assessment of transitional climate risks and opportunities shows that we are well positioned

tobenefitfromatransitiontoalow-carboneconomy.Whilewehaveidentifiedriskstoourbusiness,

ourfinancialanalysisindicatestheserisksareoutweighedsignificantlybytheopportunitiesthatwe

can capitalise on.

— Wehavecontinuedtodevelopourclimatetransitionplans,whichdescribesourNetZerotargets

and our strategy for successfully transitioning to the low-carbon economy. The plans include the

dependencies that their success rely on that are outside of our control.

Our climate transition plans are

available on our website at

www.renishaw.com/en/

our-emissions--48235.

An expanded table covering

ourclimate-relatedrisksand

opportunitiesandourdefinition

of‘high’riskforthephysicalrisks

assessed are available on our

website at www.renishaw.com/

en/climate-related-risks-and-

opportunities--48236.

1 ‘Assetvalue’includesi)landandbuildings(withbuildingsincludedatinsuredreinstatementvalue),ii)otherfixedassets(atnetbookvalue),

iii)inventory(atGroupcost),at31March2023.

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Climate-related Financial Disclosures statement continued

Strategy continued

Recommendation

Disclosetheactualandpotentialimpactsofclimate-relatedrisksandopportunitiesontheorganisation’sbusinesses,strategy,

andfinancialplanningwheresuchinformationismaterial.

Recommended disclosure

C) Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios,

includinga 2 °C or lower scenario.

Summary Reference

— Wehaveassessedphysicalclimaterisksatourmanufacturingandmajorinventory-holdingsites

aswellas130ofourimportantsuppliersusingclimatemodellingthatcovered1.5ºC,2ºCto3ºC

and4ºCwarmingpathwaysacrosscurrentday,2030,2050and2100timehorizons.Weincluded

multiple warming pathways to address the inherent uncertainty created by climate modelling over

thosetimehorizons.

— Forourownsites,theclimatemodellingindicatedthatthesitesat‘high’physicalriskremained

mostly static when compared to our current risk exposure. Only one further site was considered

at‘high’riskforriverfloodingunderthevarioustimehorizons,warmingpathwaysandriskfactors.

— Webelievewehavethecapacitytoadjustourbusinessstrategyifthesephysicalrisksbecome

moreextremeandfrequent.Wehaveinvestedinflooddefencesandearlywarningsystems

atour‘high’floodriskUKmanufacturingsitesandarealsoduplicatingimportantpartsofour

manufacturingprocessesatlowerfloodrisksites.Twoofour‘high’risksitesinAPAChaveshort-

termleases(threetofiveyears),whichgivesustheflexibilitytochangewherewearebased

ifclimatechangehasasignificantadverseeffectonourbusinessintheselocations.Forthe

remaining‘high’risksitethatweowninShanghai,China,wehaveasignificantphysicalnetwork

ofsitesestablishedinotherareasofthecountrythatcouldserveourmarketsintheeventof

adisruption.

— Forthesuppliersassessed,thereislittlevariationinriskexposureacrosswarmingscenariosor

timescales.Mostsuppliersidentifiedasbeing‘high’riskintheseinstancesarealreadycurrently

considered‘high’risk.

— We have resilient supplier risk management processes that would minimise the impacts of supply

chaindisruptioncausedbyclimate-relatedrisks.Forsupplierswhoareconsidered‘high’risk

inthisassessment,wemaintainaproportionatelevelofsafetystockand,whereappropriate,

establish reliable secondary supplier relationships. Our ability to adapt these controls has been

successfully tested in recent years due to the COVID-19 pandemic and helped ensure overall

business continuity.

— InFY2023,weanalysedourtransitionalrisksandopportunitiesusinga1.5ºCwarmingpathway

toassesspotentiallikelihoodandfinancial/strategicimpact.WecontinuedthisworkinFY2024to

expandourunderstandingofrisksandopportunities,butwecontinuetobelievethateachclimate-

relatedtrenddisclosedrepresentsanopportunityforourbusiness,andcouldbeassociatedwith

3-10%ofourpotentialrevenuebyFY2030.Thiscouldincreasetomorethan10%foreachclimate-

related trend in the medium to long term under a 1.5 ºC pathway.

— We believe our corporate strategy is robust and considers the potential impacts of these climate-

relatedtrends.Ourstrategywillcontinuetobeinformedbytheworkwearedoingtoidentify,

assessandmanageourclimate-relatedrisksandopportunities.

More information on how we

completed our climate scenario

analysis is available at

www.renishaw.com/en/

climate-related-risks-and-

opportunities--48236.

Renishaw plc Annual Report 2025

Risk management

Recommendation

Disclosehowtheorganisationidentifies,assesses,andmanagesclimate-relatedrisks.

Recommended disclosure

A) Describe the organisation’s processes for identifying and assessing climate-related risks.

Summary Reference

— InFY2025,werefinedourriskidentificationandmanagementprocesstoincluderiskvelocity

(ameasureofhowquicklyariskcanaffectthebusiness),whichprovidesmorerobustclimate-

related risk evaluation. Our Risk Committee uses alternate top-down and bottom-up reviews to

scoreallrisks,includingclimate-relatedones.

— Our Risk Committee has reviewed and challenged the output of these processes to help us

estimatethelikelihoodandpotentialimpactoftherisksandopportunitiesidentified.Eachrisk

hasariskowner,ariskmanager,andnamedresponsibilityforreporting.

— Our ESG Steering Committee is responsible for assessing our climate-related risks and

opportunities and recommending actions to the wider business to help mitigate our risks and

capitalise on our opportunities.

— InFY2025,weupdatedourgeneralprocurementriskprocedurestoincludeformalconsideration

ofclimaterisk.Thismoreholisticandintegratedapproachappliestobothproductsandservices,

assessingsupplierriskthroughfourcriteriacategories:severeclimateevents;geopoliticalcontext;

compliance;andcontinuity.Wedeterminethecriticalityofeachsupplierbasedontheproducts

and/or services they provide Renishaw. We then assess their listed country of operation against

athresholdscoreontheND-GAIN

ClimateRiskIndex.Ifbothcriteriaaremet,afullsupplierrisk

assessment and mitigation plan will be required. Mitigation steps could include dual sourcing of

theproductorservices,orarequirementtoholdalevelofsafetystock.

We explain how we identify

andmanageourrisksinour

Riskmanagementreporton

pages 15 to 23.

More information on how we

haveidentifiedandassessed

our transitional risks and

opportunities and physical

risksisavailableonourwebsite

www.renishaw.com/en/

climate-related-risks-and-

opportunities--48236.

B) Describe the organisation’s processes formanaging climate-relatedrisks.

Summary Reference

— Our climate risk register details our controls and how they link to our principal risks and ESG

strategy.Wehaveidentifiedriskmanagersforeachofthesecontrolswhoareaccountablefor

ensuringthatthecontrolsarerelevantandmaintained,andthatrelatedactionsarecompleted

bythedeadlinessetoutintheclimateriskregister.

More information on how we

manage our climate-related

risksandopportunitiescan

befoundonpage51to56

andonourwebsite

www.renishaw.com/en/

climate-related-risks-and-

opportunities--48236.

C) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the

organisation’s overall risk management.

Summary Reference

— InFY2025,wecreatedanewriskcategorytitled‘Sustainability’.Whilethiscategoryisrecognised

inourGroupriskregister,itiscurrentlynotscoredasaprincipalrisk.

Read our Risk management

report on pages 15 to 23.

Find more information on

howweareintegratingclimate

change risks and opportunities

into other principal risks on

page17.

2 https://gain.nd.edu/our-work/country-index/

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Climate-related Financial Disclosures statement continued

Metrics and targets

Recommendation

Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information

ismaterial.

Recommended disclosure

A) Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy

andrisk management process.

Summary Reference

— We have disclosed cross-industry TCFD metrics used to manage our climate-related risks and

opportunities. These metrics cover:

• Scope1,2and3GHGemissions(pages43to44);

• energyuse(page45);

• climate-relatedexecutivemanagementremuneration(page96);

• potentialrevenueassociatedwithclimate-relatedtrends(page52);

• assetsandsuppliersconsideredat‘high’risktophysicalclimate-relatedrisks(pages53).

We explain how we identify

andmanageourrisksinour

Riskmanagementreporton

pages 15 to 23.

More information on how we

haveidentifiedandassessed

our transitional risks and

opportunities and physical

risksisavailableonourwebsite

www.renishaw.com/en/

climate-related-risks-and-

opportunities--48236.

B) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks.

Summary Reference

— OuremissionsthisyearhavebeenexternallyassuredbytheBritishStandardsInstituteasaccurate,

materially correct and a fair representation of GHG data and information. Our emissions were:

• Scope1:3,141tCO

• Scope2(market-based):74tCO

• Scope2(location-based):9,236tCO

• Scope3:169,253tCO

Calculations follow the GHG

Protocolguidance.Amore

detailed breakdown of our

Scope 3 emissions into the

15GHGProtocolemission

categories and their calculation

methodologies and our ISO

14064 external assurance

opinion are available on our

website www.renishaw.com/en/

our-emissions--48235.

C) Describe the targets used by the organisation to manage climate-related risks and opportunities and performance

againsttargets.

Summary Reference

— OurNetZerotargetshavebeenvalidatedbytheScienceBasedTargetsinitiative(SBTi)asinline

withthe2015ParisAgreementtolimitglobaltemperaturerisetowell-below2ºC.Thetargets,

allsetagainstourFY2020baseline,areto:

• achieveNetZeroinScope1and2GHGemissions,whichisanabsolute90%reduction

comparedtobaselineemissionsbyFY2028.Seepage43ofourESGreviewforinformationon

ourprogressagainstthistargetinFY2025;

• achieveanabsolute50%reductioninScope3GHGemissionsbyFY2030.Seepages43to44

ofourESGreviewforinformationonourprogressagainstthistargetinFY2025;and

• achieveNetZeroacrossallScopesby2050,whichisanabsolute90%reductioncompared

tobaselineGHGemissions.

— ThestrategicobjectivesfortheFY2025annualincentiveopportunityforourExecutiveDirectors

andSeniorLeadershipTeamincludedprogressagainstreductiontargetsforScope1and2

GHGemissions.

Our climate transition plans are

available on our website at

www.renishaw.com/en/

our-emissions--48235.

Our Directors’ Remuneration

Policyandstrategicobjectives

are discussed in more detail

onpage96.

Renishaw plc Annual Report 2025

Wearerequiredbysections414CAand414CBoftheCompaniesAct2006toincludeinourAnnualReportcertainnon-financial

andsustainabilityinformation.ThetablebelowshowswherethisinformationcanbefoundinthisReport.

Ourbusinessmodelissetoutonpage14andournon-financialKPIsaredisclosedonpage27.

Reporting

requirement(s) Further information Policies Related principal risk(s)

Climate-related

financial

disclosures

— Climate-related Financial Disclosures

statement(pages51to56)

— n/a — Productinnovation(page21)

— Low-price competition

(page20)

— Non-compliance with laws

andregulations(page21)

Environmental

matters

— ESG review – Environment

(pages42to45)

— How we engage with stakeholders

(page30)

— GroupEnvironmentalDataPolicy

— GroupManagementofWastePolicy

— Code of Conduct

— Productinnovation(page21)

— Low-price competition

(page20)

— Non-compliance with laws

andregulations(page21)

Our employees

— How we engage with stakeholders

(page28)

— ESGreview–Social(pages46to48)

— Directors’ Corporate Governance

Report(pages66to67)

— Section172statement(page72)

— Other statutory and regulatory

disclosures(page103)

— Equality,Diversityand

InclusionPolicy

— SpeakUpPolicy

— Group Occupational Health

andSafetyPolicy

— Code of Conduct

— People(page23)

Social matters

— How we engage with stakeholders

(pages28to30)

— ESGreview–Social(pages46to48)

— Directors’ Corporate Governance

Report(pages66to67)

— Section172statement(pages72to73)

— Other statutory and regulatory

disclosures(page104)

— Equality,Diversityand

InclusionPolicy

— SpeakUpPolicy

— Group Occupational Health

andSafetyPolicy

— Code of Conduct

— People(page23)

Respect for

human rights

— How we engage with stakeholders

(pages28to30)

— ESGreview–Social(page48)

— Directors’ Corporate Governance

Report(page67)

— Group Modern Slavery and

HumanTraffickingPolicy

— Equality,Diversityand

InclusionPolicy

— SpeakUpPolicy

— Code of Conduct

— People(page23)

— Non-compliance with laws

andregulations(page21)

Anti-corruption

and anti-bribery

— ESG–Governance(pages49to50)

— Directors’ Corporate Governance

Report(page67)

— Group Anti-Bribery and

CorruptionPolicy

— GiftsandHospitalityPolicy

— Code of Conduct

— Non-compliance with laws

andregulations(page21)

Section 172 statement

Our Section 172 statement on pages 71 to 73 describes how the Directors have had regard to stakeholders’ interests and other

matters when discharging Directors’ duties set out in Section 172 of the Companies Act 2006. It includes examples of how

stakeholders’ interests were considered in the principal decisions taken during the year. Details of our engagement with

stakeholders are in the How we engage with stakeholders section on pages 28 to 30.

The Strategic Report on pages 2 to 57 was approved by the Board on 17 September 2025 and signed on its behalf by:

Sir David Grant

Interim Non-executive Chairman

Renishaw plc Annual Report 2025

STRATEGIC REPORT

Strategic report

Non-financial and sustainability information statement

60 Directors’ Corporate Governance Report

62 Board of Directors

64 Executive Committee

71 Section 172 statement

77 Nomination Committee Report

83 Audit Committee Report

89 Directors’ Remuneration Report

102 Other statutory and regulatory disclosures

106 Directors’ responsibilities

Governance report

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Directors’ Corporate

GovernanceReport

The year in review

I am pleased to introduce the Directors’ Corporate Governance

Report for the year ended 30 June 2025. This section focuses

ontheCompany’sgovernancestructures,theworkofthe

BoardanditsCommitteesandhowwecompliedwiththe

UKCorporateGovernanceCode2018(GovernanceCode),

andotherregulatoryrequirements.Duringtheyear,theBoard

continuedtoconsidertheforthcomingamendmentscontained

intheUKCorporateGovernanceCode2024(2024Governance

Code)–whichwillapplytotheCompanyfromthefinancialyear

beginning1July2025,exceptforprovision29,whichwillapply

fromthefinancialyearbeginning1July2026–andcontinued

toworktowardsreflectingtherevisionsitcontainsintoits

processes and procedures.

Our Committee responsibilities are clear and well managed

byindividualCommitteeChairs.Weupdatedandrefreshedthe

terms of reference and forward agendas for all Committees in

FY2025,inanticipationofchangesinUKgovernancestandards

inthe2024GovernanceCode,whichRenishawwillberequired

to report on in next year’s Annual Report.

TheAuditCommittee,onbehalfoftheBoard,iscurrently

overseeing the mapping of the material internal controls that

underpintheGroup’sreporting,toensurethatanystrengthening

of controls or further assurance required can be implemented

andthatprocessesareinplacetodocumenttheireffectiveness,

ahead of the 2024 Governance Code provision 29 coming into

force. Such changes are an essential part of maintaining

arobustgovernanceframework.

RichardMcMurtry,sonofthelateSirDavid,joinedtheBoard

asaNon-executiveDirectoron1July2024.InJuly2025,

Renishaw’sco-founder,JohnDeer,steppeddownasDeputy

Chair,althoughheremainsaNon-executiveDirector.Wewere

pleasedtowelcomeJohn’sgranddaughter,CamilleDeer,as

aNon-executiveDirector,witheffectfrom1September2025,

subjecttoshareholderapprovalatthisyear’sAGM.Camilleis

anexcellentadditiontothestrengthofourBoard,havingalready

contributed to and enriched discussion during her tenure as an

ObserverontheBoardthisyear,alongwithDavid’sotherson,

BenMcMurtry,whohasalsocontributedasanObserver.

AsIexplaininmoredetailinmyintroductiononpage4,after

acareerofover46yearswithRenishawplc,AllenRobertshas

agreed with the Board that he will step down from his position

asGroupFinanceDirectorandwillnotstandforre-electionat

the upcoming Annual General Meeting on 26 November 2025.

AprocesshascommencedtorecruitaChiefFinancialOfficer.

Our search for a permanent independent Chair of the Board

andadditionalIndependentNon-executiveDirectorhasresumed

afterSirDavidMcMurtry’sdeath,withthefutureskillneedsofthe

Board needing to be re-evaluated.

The new Chair will be key to maintaining Renishaw’s culture

andvaluesofinnovation,inspiration,integrityandinvolvement,

as well as working with the rest of the Board to navigate the

opportunities and challenges facing the Company. Further

updateswillbeprovidedoncewehaveidentifiedsuitable

candidates for these roles.

DuringFY2025,theBoardcontinuedtosupporttheCompany’s

delivery of its strategy to promote its long-term sustainable

success,inanenvironmentofinternationalgeopoliticaland

economicchallenges,whichtheBoarddiscussedand

responded to throughout the year. We have taken action to

focusoncoreactivities,improveproductivityandreduceour

cost base. This included closing the drug delivery part of our

Neurologicalbusinessalongwithoursmallresearchofficein

Edinburgh. The Board also approved the decision to reduce the

forthcominggraduateintake,andimplementanoperatingcost

reductionprogramme,whichaimstoachieveannualisedlabour

costsavingsof£20m.

A summary of the Board’s activities during the year and its

principal decisions can be found on pages 71 to 73.

The Board and the Executive Committee have continued to

workhardtomaintainandbuildonaresilientandsustainable

governanceframework,whichwebelievemakesusstronger

andbetterplacedtotakesounddecisionsintheinterestsof

theCompanyanditsstakeholders.Wecontinuetomonitor

ourculture,andtheimplementationofourCodeofConduct,

whistleblowing policy and other related policies – see more

onpages47,50,66and67.

Risk management and sustainability

We have reviewed and refreshed our risk management

framework this year and Will Lee took over as Chair of the

RiskCommittee,reflectingitsimportancetotheGroup.

RegularreportinghasprovidedtheBoardanditsCommittees

with information to help guide management in responding to

theeventsoftheyear,aswellastomonitorourprincipalrisks.

Moreinformationcanbefoundonpages15to19.

With sustainability becoming increasingly important across

Renishawinthepastfewyears,ourESGSteeringCommittee

oversees progress against our ESG strategy and ensures

theappropriatelevelofgovernance.Wegivemoredetails

onprogressagainstourstrategyinourESGreviewon

pages40to50.

Renishaw plc Annual Report 2025

Stakeholders

IntheUK,BoardmembersattendedourGroupSales

ConferenceinGloucestershire,UKinSeptember2024,

givingusthechancetomeetwithourglobalsalesleadership

team,andweheldourBoardstrategydayinMarch2025at

ourMiskin,Walessite.Overseas,weheldourMay2025Board

meeting at one of our German subsidiaries and took the time

tovisitControl,amajorinternationalmetrologyequipmenttrade

show. To supplement our strategy discussions and Board

meetings,wetooktheopportunitytomeetmanyofourtalented

peoplebasedatRenishaw’ssites,andthevisitsprovidedthe

Boardwithvaluableinsightsintotheexperiencesofourpeople,

suppliers,customersandcompetitors,complementing

management’s insights.

Pages28to30ofourStrategicReportexplainmoreabouthow

weengagewithstakeholders.TheBoardhasmonitoredthe

Company’sincreasedinteractionwiththeinvestmentcommunity,

which we discuss on page 66.

Ourengagementwithstakeholders,includingourpeople,

provides the Board with enhanced context and background

when making decisions. In our Section 172 statement on

pages71to73,youwillreadabouthowweconsiderthe

viewsofourstakeholdersinourdecision-makingprocess.

Board performance review

Thisyear,weconductedaninternalBoardandCommittee

performancereview,whichconcludedthattheBoardand

Committeescontinuetoperformeffectivelywithcleartermsof

reference,appropriateagendasandagoodbalanceofsupport

andchallenge.Detailsoftheperformancereview,includingthe

areasidentifiedforimprovementandtheprogressmadeagainst

lastyear’sactions,canbefoundintheNominationCommittee

Report on page 81.

Diversity and inclusion

WehaveaBoard-approvedglobalEquality,Diversity

andInclusion(EDI)Policy,whichincludes,inparticular,

theresponsibilitiesoftheBoardinrelationtoEDI,andreflects

theFinancialConductAuthority’s(FCA)requirementsinterms

ofthediversityconsiderationsthatshouldapplyatBoardand

Board Committee level.

Looking forward

LookingaheadtoFY2026,theBoardwillfocuson:

— continuing to support the Group’s growth plans through

oversightofitsthreekeystrategicfocusareasforgrowth,

aswellasimprovingproductivityandreducingourcostbase;

— appointing a new independent Non-executive Chair and

independent Non-executive Director and continuing to

considersuccessionplans;

— continuingtoincreaseengagementwithinvestors;

— keeping Renishaw’s talent pipeline under review at Executive

Committeelevelandonelevelbelow;

— ESGandclimatechange,includingimprovingourdiversity

acrossalllevelsofthebusiness;and

— theUKGovernment’sauditandgovernancereformsand

ensuring compliance with the 2024 Governance Code.

Wewillcontinuetooverseemanagement’skeyactivitiesand

timeline in this area.

The progress we have made this year has provided us with

asoundplatformfromwhichwelookforwardwithconfidence.

The2025AGMwillbeheldon26November2025,andIlook

forward to meeting many of you then.

Sir David Grant

Interim Non-executive Chair

17 September 2025

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Directors’ Corporate GovernanceReport continued

Sir David Grant

Interim Non-executive Chair

John Deer

Non-executive Director

Will Lee

ChiefExecutiveOfficer

Date appointed to the Board

April 2012 (Senior Independent Director from

October2013toJune2024)

Date appointed to the Board

July 1974 (Executive Deputy Chairman from

July1974toJanuary2020)

Date appointed to the Board

August 2016 (Group Sales and Marketing

DirectorfromAugust2016toFebruary2018)

Areas of expertise

Engineering,people,science/technology

Areas of expertise

Manufacturing,strategy,international

development and operations

Areas of expertise

Salesandmarketing,strategy,

engineering,operations

Contribution, skills and experience

— Various previous leadership positions

atinternationalengineeringcompanies

and government-related science and

technology bodies.

— Extensive engineering experience

andrecognisedforhiscontributions

toindustry.

— Contributestotalentrecruitment,

increasing diversity and development

ofworkforce.

Contribution, skills and experience

— Co-founderofRenishaw,contributes

toBoardleadershipandstrategic

decisions for growing the business.

— Extensive manufacturing and quality

experience contributes to the delivery

ofefficient,high-qualitymanufacturing.

— Strategicvision,andcommercialand

international experience.

Contribution, skills and experience

— Effectiveandstrongleadershipand

management,bothtechnicaland

commercial,withanacuteawareness

oftheindustryanditsopportunities

andchallenges.

— Maintainsawidebreadthofknowledge,

aswellasstrongstakeholderrelationships

that continue to develop the business.

— Joined the Renishaw graduate scheme

in1996andsincethenhasheldvarious

senior management positions in

engineering,operations,andsalesand

marketing,resultinginanin-depth

understandingoftheGroup’sbusiness,

products and markets.

External appointments

None

External appointments

None

External appointments

None

Allen Roberts

Group Finance Director

Catherine Glickman

Independent Non-executive Director

Juliette Stacey

Independent Non-executive Director

Date appointed to the Board

October1980*

Date appointed to the Board

August 2018

Date appointed to the Board

January2022

Areas of expertise

Finance,strategy,internalcontrols,

operations,compliance

Areas of expertise

People,remuneration,pensions,strategy

Areas of expertise

Finance,M&A,strategy,corporategovernance,

internalcontrols,compliance

Contribution, skills and experience

— Charteredaccountant,withaninvaluable

contributiontofinancialplanningand

strategy,includingadeptmanagementof

financialrisksandbusinessdevelopment.

— Deep understanding of the Group’s

businesses,products,relationshipsand

the sectors in which Renishaw operates.

— Experienced in the management of

financialrisks,reportingandplanning.

Contribution, skills and experience

— Breadth of human resources experience in

other listed companies is particularly valued

by the Board.

— Skilled at developing reward structures

thatalignleadershipmotivationwith

Groupstrategy.

— ExtensiveHR,remunerationandpensions

experience,aswellaspreviousinternational

experience with Genus plc and Tesco plc.

Contribution, skills and experience

— Chartered accountant with an in-depth

understandingoffinance,M&A

andstrategy.

— Careerexperienceinfinance,aswell

asexecutiverolesinbothlistedand

non-listed company environments.

— Roles as chair of audit committees at other

listed companies brings a wider industry

perspective.

External appointments

None

External appointments

— Non-executive director of East of England

Ambulance Service NHS Trust.

External appointments

— Senior independent director and audit

committeechairofFuller,Smith&Turnerplc.

— Non-executive director and audit committee

chair of Sanderson Design Group plc.

— Non-executive director of Hardwicke

Investments Limited.

— Non-executive director and audit committee

chair of Willmott Dixon Holdings Limited.

Board of Directors

*AllenRobertshasagreedwiththeBoardthathe

will step down from his position as Group Finance

Director and will not stand for re-election at the

upcoming Annual General Meeting on

26 November 2025.

Renishaw plc Annual Report 2025

Stephen Wilson

Independent Non-executive Director

Professor Dame Karen Holford

Independent Non-executive Director

Richard McMurtry

Non-executive Director

Date appointed to the Board

June 2022

Date appointed to the Board

September2023

Date appointed to the Board

July 2024

Areas of expertise

Software,finance,strategy,business

development,ITtransformation,

internationaldevelopment

Areas of expertise

Engineering,researchanddevelopment,

science/technology,peopleanddiversity

Areas of expertise

Engineering,robotics,productdevelopment

Contribution, skills and experience

— Extensiveexperienceinthesoftwaresector,

includingstrategic,financialandbusiness

development and IT transformation.

— Careerexperienceinfinanceand

businessdevelopment,including

inglobalbusinesses.

— Executiveandnon-executiverolesinlisted

company environments.

Contribution, skills and experience

— Engineering experience across industry

andhighereducation.

— Leadership and strategic advisory

positions,includingwithingovernment-

related science and technology bodies.

— Skilled at advancing diversity in

theworkforce.

Contribution, skills and experience

— Highly experienced director of various

businesses.

— Career experience in overseeing and

developing the future of innovation.

— Trainedasanengineerwithsignificant

involvement in product development and

robotic systems.

External appointments

— Non-executive director and audit committee

chairofCanonicalHoldingsLtd.

External appointments

— Chief executive and Vice-Chancellor of

CranfieldUniversity.

External appointments

None

Camille Deer

Non-executive Director

Kasim Hussain

Group General Counsel &

CompanySecretary

Date appointed to the Board

September 2025

Appointed

July 2024

Areas of expertise

IPstrategy,innovationpipeline,

riskmanagement

Areas of expertise

Risk,compliance,corporategovernance

and M&A

Contribution, skills and experience

— IPstrategyandportfoliomanagement,

innovationpipelinemanagement,IPdue

diligence and risk management.

— Purpose-driveninnovationandprocesses

andframeworkstopromoteIPawareness

intheworkplace.

— Experienced in licensing revenue models

and related commercial negotiations.

Contribution, skills and experience

— Adviser to the Board and senior

leadership on all matters of risk

andgovernance.

— Responsible for leading the global

Legal,ComplianceandCompany

Secretarial teams.

— Specialist in M&A and strategy.

— Substantial experience in a listed

environment.

External appointments

None

External appointments

None

Audit Committee

Nomination Committee

Remuneration Committee

Committee Chair

Board of Directors as at

17 September 2025

Read more extensive Board

biographiesonlineat

www.renishaw.com/directors

Former officers who held office

during FY2025

Sir David McMurtry

Non-executive Director

Appointed September 1975

(Executive Chairman from

September1975toJune2024)

Passedaway9December2024

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Directors’ Corporate GovernanceReport continued

Executive Committee

Dave Wallace

Group Operations Director

Clare Nicholls

Group Human Resources Director

Marc Saunders

Director of Group Strategic Development

Appointed January 2008 Appointed September 2025 Appointed April 2024

Contribution, skills and experience

— ResponsibleforGroupOperations,

withoversightofourcentralisedGroup

CommercialDevelopmentteams,

GroupQuality,GroupCompliance,our

centralisedGroupEngineeringteams,

GroupITandSecurity,andGroup

IntellectualProperty.

— DeepinsightintoRenishaw’sproducts,

marketsandproductdevelopment,aswell

as strong management skills.

— Has worked in various functions of the

business,includingasDirectorand

GeneralManagerfortheCMMProducts

Division,andpreviouslyheldExecutive

Committee responsibility for the Industrial

Metrology business.

Contribution, skills and experience

— Responsiblefordefiningandoverseeing

the implementation of our wide-reaching

peoplestrategy,developingtalent,culture

and capability. Responsible for HR and

H&S services globally.

— Globally experienced HR leader in the

manufacturingandengineeringsector,

skilledinbusinesstransformation,culture

&engagement,andtalentdevelopment.

— Has 25 years’ experience working for

companies aligned to Renishaw’s chosen

markets.JoinsfromTTElectronics,where

shemostrecentlyheldthepostofEVP

HumanResources.BeforeTT,worked

atBoeingacrosstheirnon-USbusiness

and for Tata Steel and its predecessors

across Europe.

Contribution, skills and experience

— ResponsibleforGroupstrategy,financial

planningandanalysis,investorrelations

and communications to internal and

external stakeholders.

— Experienced leader of strategic planning

processes for listed businesses.

— Hasworkedinvarioustechnical,

commercial and corporate functions

atRenishaw,includingleadershipof

AdditiveManufacturingapplications,

UKSalesandGroupMarketing.

Will Lee*(Chair)

ChiefExecutiveOfficer

See page 62 for biography

Allen Roberts*

Group Finance Director

See page 62 for biography

Kasim Hussain

Group General Counsel & Company

Secretary

See page 63 for biography

*ThesemembersoftheExecutiveCommittee

werealsoBoardDirectorsduringFY2025.

Former Executive Committee members

who held office during FY2025

Diane Canadine

Group Human Resources Director

Resigned August 2025

Gareth Hankins

Group Manufacturing Director

Resigned December 2024

Renishaw plc Annual Report 2025

Reporting against the Governance Code

Toavoidduplicationinthisreport,thetablebelowprovidescross-referencestoexplanations

elsewhereinthisreportonhowwehavesoughttoapplytheprinciplesandcomplywith

theprovisionsoftheGovernanceCode.WereportagainstotherrelevantGovernanceCode

principles and provisions within this Directors’ Corporate Governance Report.

Topic Page(s)

Companypurpose(PrincipleB) 2

Values(PrincipleBandProvision2) 28

Culture(PrincipleBandProvision2) 28

Workforceengagement(PrincipleDandProvision5) 28 and 47

Otherstakeholderengagement(PrincipleDandProvision5) 29 to 30 and 72

Strategyandbusinessmodel(PrincipleAandProvision1) 11 to 14

Effectivecontrols(PrincipleC) 87

Sustainability(PrincipleAandProvision1) 40 to 57

Capital allocation 33

Workforcepoliciesandpractices(PrincipleEandProvisions2and6) 46 to 48 and 57

Riskmanagement(PrinciplesCandOandProvisions28and29) 15 to 23

Scope of disclosures

InthisCorporateGovernanceReport,wehaveincorporated:

— theAuditCommitteeReport(page83);

— theNominationCommitteeReport(page77);and

— theDirectors’RemunerationReport(page89).

Thisreportisstructuredinaccordancewiththefivesections

oftheGovernanceCodeandwedescribehowwehave

applieditsprinciples.TheGovernanceCodecanbeviewedat

www.frc.org.uk.

We report on the operation of our business in the following ways:

The Group’s business and likely future developments

TheChair’sstatement(pages4to6),theChiefExecutive

Officer’sreview(pages7to10)andothersectionsof

theStrategicReportgiveareviewoftheGroup’sbusiness

andlikelyfuturedevelopments.Resultsarealsoreportedby

operatingsegmentinNote2totheFinancialstatements,

togetherwithananalysisofrevenuebygeographicalmarket.

Management Report

TheStrategicReportincludesamanagementreport,asrequired

bytheFCA’sDisclosureGuidanceandTransparencyRules(DTR).

Directors’ Report

The Directors’ Corporate Governance Report and Other statutory

andregulatorydisclosures,assetoutonpages102to105,

together form the Directors’ Report. The Company has chosen

toincludemattersintheStrategicReportthatarerequiredtobe

included in the Directors’ Report. These are cross-referred to in

the Directors’ Corporate Governance Report and Other statutory

andregulatorydisclosuresasapplicable,andareincorporated

by reference into the Directors’ Report.

Corporate Governance Report

The Company’s corporate governance practices are set out

intheDirectors’CorporateGovernanceReport(onpages60

to76),whichformspartoftheDirectors’Report,asrequired

bytheDTR.

Shareholder information

Certaininformation,whichtheFCA’sUKListingRules(UKLR)

requirethattheCompanyprovidestoitsshareholders,

iscontainedintheDirectors’CorporateGovernanceReport

(pages60to76),theDirectors’RemunerationReport

(pages89to101),andOtherstatutoryandregulatory

disclosures(pages102to105).Thisincludesinformation

relatingtoarrangementswithcontrollingshareholders.

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Directors’ Corporate GovernanceReport continued

Stakeholder engagement, including the AGM

Shareholders

The AGM takes place at the Company’s headquarters or

oneofourothermainsites,andwesendourshareholders

appropriate advance notice of the meeting. The Chairs of the

Audit,RemunerationandNominationCommitteesareavailable

for questions during and after the meeting.

Eachyear,differentresolutionsareproposedforeach

substantiallyseparateissue,andallresolutionsaretakenon

apoll.Wereportonthenumberofvoteslodgedinrespectof

eachresolution,thebalanceforandagainsteachresolution,

andthenumberofvoteswithheld.Thisinformationispublished

viaaRegulatoryInformationService(RIS)andonourwebsite

following the meeting.

Atour2024AGM,theBoardgreatlyappreciatedthe

opportunitytospeakwithattendingshareholders.Wealsohave

aQ&Afacility,whichallowsshareholderstosubmitquestions

viaemailbeforethemeeting.Thishelpsthemtoengagewith

theBoard,evenwhentheyarenotabletoattendtheAGM.

Atthe2024AGM,theBoardwaspleasedthatallresolutions

were passed with a high level of support from shareholders.

Detailsofthisyear’sAGMcanbefoundintheNoticeofAnnual

General Meeting.

The Company’s overall approach to shareholder engagement

issetoutonpage29.Renishawhascontinuedtostrengthenthis

engagement,includingworkingwithourjointcorporatebrokers,

UBSandPeelHunt,todevelopatargetedengagement

programme with key existing and potential investors. This includes

newhalfandfull-yearfinancialresultsroadshows,attendedby

ourChiefExecutiveOfficerandDirectorofGroupStrategic

Development. Feedback from investor discussions is shared

withtheBoard.TheBoardcontinuestomonitorprogresswith

engagement mechanisms and regularly reviews our approach

toinvestorrelations.

Other stakeholders

TheBoardremainscommittedtoengagingeffectivelywithother

stakeholders to ensure we continue delivering value for them.

Our Independent Non-executive Director Catherine Glickman

remains our designated employee engagement ambassador.

Catherine has extensive HR and remuneration experience and

the Board believes her background and expertise make her

ideallysuitedforthisrole,ensuringouremployees’viewsreach

the boardroom. Catherine gives the Board helpful feedback from

workforceengagementactivities,includingjoiningemployee

briefings.Thisyear,Catherineparticipatedinthefirstofournew

employee listening sessions on career progression at Renishaw

for women and attended engagement sessions at various sites

oftheGroup.SheprovidesregularbriefingstotheBoardon

recruitment,retentionandtheprogressofourkeypeople

projects.Inlightofthis,theBoardconsidersthatthis

engagement mechanism remains the most appropriate

forRenishaw.

1 Board leadership and

Companypurpose

Purpose, values and culture

Renishaw’spurposeofTransformingTomorrowTogether,aswell

asitsvaluesofinnovation,inspiration,integrityandinvolvement,

help guide the Board and our people when making decisions.

These principles will help Renishaw grow and evolve without

losing focus on what is important.

A strong culture is needed to ensure Renishaw can achieve its

purpose. The Board is responsible for monitoring and assessing

culture.TheChairsetstheculturefortheBoard,promoting

openness and debate. This informs the culture that the Chief

ExecutiveOfficerembedsthroughoutthebusinesswiththe

supportoftheDirectors.

OurCodeofConduct(Code)isourglobalguideonhowto

dobusinessresponsibly,addressingissuesthatmightarise

forourstakeholders.Itisalignedwithourcorevalues,actsas

atop-levelsummaryofourkeypolicies,andsetsouthowwe

expectouremployees,andotherkeystakeholders,toactin

theirdailyworkinglives.Seepage50formoreinformation

abouttheCode.

ThroughoutFY2025,theBoardreceivedupdatesonkeyissues

related to the Code and monitored compliance. Communications

and activities continue around the Group to engage and educate

employees on how to use the Code in day-to-day business

conduct. Employees are also invited to share their feedback on

compliance through our annual employee engagement survey.

Feedbackfromthesurveyissharedwithseniorleadership,

which helps to shape future communications.

Engagement with employees and management helps the Board

understand Renishaw’s culture. Some of the ways in which the

Boardhasengagedwithemployees,andtheoutcomes,areset

out on page 28.

Renishaw plc Annual Report 2025

TheBoardalsotakesacloseinterestintheGroup’scustomers,

the challenges they face and how best Renishaw can support

them. The Board receives regular updates on conversations

thatWillLee,ourChiefExecutiveOfficer,andseniorcolleagues

havewithourcustomers.InMay2025,theBoardhadthe

opportunitytoseehowourcustomersuseourproductsduring

avisittoControl,amajormetrologyequipmenttradeshowin

Stuttgart,Germany.

More details on other stakeholder engagement activities can

befoundonpages28to30.HowtheBoardhasconsidered

stakeholders in discussions and decision-making can be found

onpages71to73.

Anti-bribery and corruption

Renishawiscommittedtoactingprofessionally,fairlyandwith

integrity in all its business dealings and relationships wherever

weoperate,andtoimplementingandenforcingeffective

systemstocounterbriberyandcorruption.Renishaw’spolicy

istoconductallitsbusinessinanhonestandethicalmanner.

Wetakeazero-toleranceapproachtobriberyandcorruption,

whichiscommunicatedtothirdpartieswithwhomwedo

business.OurGroupAnti-BriberyandCorruptionPolicyprohibits

theoffering,paying,solicitationandreceiptofbribesinanyform.

Inaddition,Renishaw’sGiftsandHospitalityPolicyrequiresany

givingorreceiptofgifts,benefitsorhospitalitytobereasonable

and proportionate. We maintain a Gifts and Hospitality Register

and have in place a straightforward process for employees to

seek approval when required.

We require third parties to sign up and adhere to anti-bribery

andcorruptionclauses,andtocomplywithanti-briberyand

corruptionlaws,inallrelevantGroupcompanies’standardterms

andconditions,andstandardformandnegotiatedagreements

(includingrelationshipagreementssuchasagency,distribution

andconsultancyagreements).Anti-briberyandcorruption

training is mandatory for all employees.

The Group has due diligence procedures for onboarding

third-party agents and distributors designed to address bribery

andcorruptionrisks,whichincludesthird-partyscreening.

Employee whistleblowing

The Board encourages our people to raise concerns about

suspected unlawful or unethical behaviour and has outlined

itsexpectationsinourwhistleblowingpolicy.TheGroup’s

confidentialwhistleblowinghotlineservice,SpeakUp,isthere

forpeopletoraiseanyconcernsaboutsuspectedunlawful

orunethicalbehaviour.Theserviceisalsoavailabletoofficers,

suppliers,customers,consultants,contractors,volunteersand

jobapplicants,andanythirdpartieswhoprovideservicesfor

oronbehalfoftheGroup.Thisyearwelogged27cases,

comparedwith36inFY2024,allofwhichwerepromptly

followedup.

All cases are reviewed by our triage coordinators (currently

theSeniorFinanceManagerandtheGroupGeneralCounsel&

CompanySecretary),unlessthematterisaboutthem.Inthis

instance,acaseisallocatedtoanappropriateinvestigator.

Everymatterreportedisinvestigated,unlessitisconsidered

outsidethescopeofSpeakUp(forexample,ifsomeone

raisesanissuethatfallsunderourGrievancePolicy).Regular

meetings are held with key stakeholders to track the progress

ofinvestigationstohelpensurecasesareclosedinatimely

manner. The Board monitors the operation of this policy and

concerns raised.

Conflicts of interest

TheBoardhasaConflictsofInterestPolicyandaRegister

ofSituationalConflicts.Thisincludesproceduresforthe

disclosureandreviewofanyconflictsandpotentialconflicts,

andauthorisationbytheBoard(ifconsideredappropriate).

TheBoardreviewsallauthorisationsgranted,andtheir

associatedterms,everyyear.Newdisclosuresaremade

whereapplicable.

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Directors’ Corporate GovernanceReport continued

2 Division of responsibilities

Governance structure

WhiletheBoardhasoverallresponsibilityforgovernanceacrosstheGroup,itdelegatescertainmatterstoitsthree

formallyconstitutedCommittees:theAuditCommittee,theRemunerationCommitteeandtheNominationCommittee.

Our Executive Committee is responsible for the operational management of our businesses. It meets once a month

andischairedbytheChiefExecutiveOfficer.TheExecutiveCommitteealsocomprisestheGroupFinanceDirector

andothermembersofseniormanagement,asnotedonpage64.Itconsiderstheperformanceandstrategicdirection

ofouroperatingsegments,performanceagainstobjectivesandothermattersofgeneralimportancetotheGroup.

A chart showing the governance structure is set out below.

Our governance framework

Board Committees

Board

Management Committees

Accountabletoshareholdersforthelong-termsustainablesuccessoftheGroup.SetsRenishaw’sstrategyandprioritiesandoverseestheir

deliverytoenablesustainablelong-termgrowth.Maintainsabalancedapproachtoriskwithinaframeworkofeffectiveinternalcontrolsand

considerstheinterestsofourdiversestakeholdergroups.OverseesalignmentofRenishaw’spurpose,vision,valuesandevolvingculture

and risk with the Group strategy.

Risk Committee

Will Lee, Chair

SupportstheBoard,togetherwiththe

AuditCommittee,toprovideoversightand

controlofallsignificantrisksacrossthe

Group and to develop its risk management

strategy. Oversees the current and future

riskexposuresandriskstrategy,develops

andmonitorstheeffectivenessoftherisk

managementframework,includingrisk

appetite,riskpolicies,keyprocessand

controls,andpromotesarisk-aware

cultureacrosstheGroup.

Read more in the Audit Committee Report

from page 83.

*WealsohaveproductgroupsandsubsidiariesreportingintotheExecutiveCommittee.

Renishaw plc Annual Report 2025

Board and Committee meetings

ThetablebelowshowsthenumberofmeetingsoftheBoardanditsCommittees,alongsideDirectorswho

attendedandthenumberofmeetingstheywereeligibletoattend,duringFY2025.

Director Board

Audit

Committee

Nomination

Committee

Remuneration

Committee

Sir David McMurtry 4/5

N/A N/A N/A

John Deer 6/10

N/A N/A N/A

Sir David Grant 10/10 N/A 5/5 N/A

Will Lee 10/10 N/A N/A N/A

Allen Roberts 10/10 N/A N/A N/A

Catherine Glickman 10/10 5/5 5/5 6/6

Juliette Stacey 10/10 5/5 5/5 6/6

Stephen Wilson 10/10 5/5 5/5 6/6

ProfessorDameKarenHolford 9/10

5/5 5/5 5/6

Richard McMurtry 9/10

N/A N/A N/A

1 SirDavidMcMurtrywasunabletoattendaBoardmeetingduetohealthissuesandpassedawayon9December2024.

2 JohnDeerwasunabletoattendcertainBoardmeetingsduetohealthissues.

3 ProfessorDameKarenHolfordwasunabletoattendaBoardandaRemunerationCommitteemeetingduetoanunavoidablecommitment.

4 Richard McMurtry was unable to attend a Board meeting due to an unavoidable commitment.

ThetablebelowsetsouttheBoardandCommitteemeetingsthatoccurredinFY2025.

July 2024

August 2024

September 2024

October 2024

November 2024

December 2024

January 2025

February 2025

March 2025

April 2025 May 2025

June 2025

The formal schedule of matters reserved for the Board includes:

— theapprovalofhalf-andfull-yearresults,andtradingstatements;

— companyandbusinessacquisitionsanddisposals;

— majorcapitalexpenditure;

— borrowingfacilities;

— reviewingtheeffectivenessofworkforceengagementmechanisms;

— reviewingwhistleblowingpolicyandprocesses;

— maintainingasoundandeffectivesystemofinternalcontroland

riskmanagement;

— forecasts,businessplansandbudgets;

— materialagreements;

— directorandcompanysecretaryappointmentsandremovals;

— patent-relateddisputesandothermateriallitigation;and

— majorproductdevelopmentprojects.

The formal schedule of matters reserved for

theBoardandthetermsofreferenceforeach

oftheAuditCommittee,NominationCommittee

andRemunerationCommitteeareavailableonour

website at www.renishaw.com/corporategovernance.

TheCommitteesreviewedtheirtermsinJulyand

August 2024 for the 2024 Governance Code and

othermatters,anddeterminedthatnoother

updateswererequiredinFY2025.

A framework of delegated authorities maps out

thestructurebelowtheBoardandincludesthe

matters reserved to the Executive Committee.

Italsoincludesthelevelofauthoritiesgivento

management below the Executive Committee.

Key

Board

Audit Committee

Nomination Committee

Remuneration Committee

 Unscheduledmeeting

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Directors’ Corporate GovernanceReport continued

Key activities undertaken by the Board during the year

Below is a high-level summary of the activities of the Board during the year. For an in-depth look into some

keydecisionsmadebytheBoardinFY2025,seeourSection172statementonpages71to73.

Internal control and risk management

— Approved our 2025 principal risks and considered

emergingrisks.

— Revised the Risk Committee’s operating framework.

— Consideredreportsoncompliancewithfinancial,regulatory

and corporate responsibilities and sustainability commitments.

— Approved the new internal controls framework.

— Received regular updates on cases arising from the

confidentialwhistleblowinghotline.

Governance and stakeholders

— ConductedtheFY2025internallyfacilitatedBoardperformance

review and approved the subsequent action plan.

— Receivedupdatesonkeygovernancematters,including

revisionofUKListingRules,thenewEconomicCrimeand

Corporate Transparency Act and Directors duties.

— Received externally facilitated training by Herbert Smith

FreehillsKramerLLP.

— ReviewedourregistersofDirectors’situationalconflictsand

related parties.

— Considered investor relations practices and engaged with the

investor community on Capital Markets Day.

— Approved our Modern Slavery Statement.

— Considered cyber risk and received regular updates on the

threat landscape and mitigations.

— Receivedupdatesfromourjointcorporatebrokers,UBSand

PeelHunt,oninvestorrelations.

Strategy

— Guided the process for and approved the closure of the drug

delivery business.

— Reviewedandapprovedourstrategicobjectives.

— Received updates from Executive Committee on progress

towardstheFY2025objectives.

— Reviewed the sales and competition strategy during Board

Strategy Day.

— Attended trade fairs/shows to better understand geographical

markets and sectors.

— Approvedtherevisedglobalfinancestrategy.

— Approved new reporting segments.

— Approved the cost reduction programme.

Operational/commercial

— Receivedregularflagshipprojectupdates.

— Received regular regional sales updates.

— Attended a global sales conference.

Financial

— Approvedourhalf-andfull-yearresults,aswellasourinterim

andfinaldividends.

— Reviewed and approved our tax strategy.

— Reviewedandapprovedtradingupdates,includingrevenue

andprofitranges.

— Reviewedandupdatedourfive-yearfinancialplan.

Leadership and people

— Led the ongoing process for recruiting a permanent

independent Chair.

— Reviewed plans for Board-level succession planning.

— Received an update on the Group’s EDI strategy.

— ConsideredtheresultsofourFY2025globalemployee

engagement survey.

— Reviewed and approved the employee pay increase and

bonusproposalforFY2025.

Renishaw plc Annual Report 2025

Section 172 statement

Directors are required by Section 172 of the Companies Act

2006toactinawaythattheyconsider,ingoodfaith,ismost

likelytopromotethesuccessoftheCompanyforthebenefitof

itsmembersasawhole.Indoingso,theymustalsohaveregard

towiderresponsiblebusinessbehaviour,including:

— thelikelyconsequencesofanydecisioninthelongterm;

— theinterestsoftheCompany’semployees;

— the need to foster the Company’s business relationships

withsuppliers,customersandothers;

— the impact of the Company’s operations on the community

andtheenvironment;

— the desirability of the Company maintaining a reputation

forhighstandardsofbusinessconduct;and

— the need to act fairly between members of the Company.

NotonlyisthistheDirectors’statutoryduty,butitisalsothe

rightwaytoconductbusinesstoachievelong-term,sustainable

success.Effectiveandinclusivedecision-makingisatthe

heartofRenishaw’sgovernancestructuresandisafoundation

foreffectivevaluecreationoverthelongerterm.Duringthis

financialyear,withcontinuingglobaleconomicuncertaintyand

geopoliticalconflicts,balancingtheneedsandexpectations

ofstakeholdershascontinuedtobeanimportantand

challenging task.

TheBoardtakesitsroleoffulfillingitsobligationstothose

affectedbyRenishaw’sbusinessveryseriously,through

stakeholder consideration and engagement. It has ensured

thatsuchconsiderationisembeddedthroughoutthebusiness,

with the Executive Committee and senior management actively

engaged in communication and engagement initiatives.

How has the Board had regard to

Section172 matters?

Engagementwithemployees,suppliersandcustomersduring

the year is explained on pages 28 to 30. Details of how the

Board operates and matters considered by the Board are set

outintheDirectors’CorporateGovernanceReportfrompage60.

TheDirectorsregularlyconsiderreportsonhealthandsafety,

theenvironmentandsecurity.ThissupportstheDirectorsin

theirdecision-making,helpingthemunderstandtheimpact

those decisions have on local communities and the environment.

ItiscriticaltoRenishaw’ssuccessthathighstandardsof

business conduct are promoted.

TheLegalandSecretariat,Quality,Compliance,HRand

Sustainability teams also report regularly to the Board.

TheNon-financialandsustainabilityinformationstatement

onpage57identifiespoliciesandguidelinesgoverning

Renishaw’sapproachtoclimate-relatedfinancialdisclosures,

environmentalmatters,people,anti-corruptionandanti-bribery,

social matters and human rights. Considering the long-term

effectofthedecisionsmadebytheBoardisanintegralpart

oftheapprovalofstrategy,andstrategicprogressthisyear

isdisclosedonpage13.

How did the Directors discharge their Section

172 duty during the year?

The Directors recognise that the decisions they make today

willaffectthebusinessinthelongterm.Itisacknowledged

thatdifferentstakeholdershavedifferentneeds,sotheBoard

triestounderstandtheseneedsandprioritiesthrough

engagementtoinformitsdecision-making.This,together

withconsideringthelong-termconsequencesofdecisions

andmaintainingourvaluesandreputationforhighstandards

ofbusinessconduct,underpinsthewaytheBoardoperates

anditsgovernanceframework.

Inunderstandingtheneedsandprioritiesofstakeholders,

theBoardalsoacknowledgesthatsituationsmayarisewhere

stakeholdergroupshaveconflictingpriorities.Whenthis

happens,theBoardconsiderstheprioritiesofeachgroup.

TheBoardassessesthemindividuallyandcollectivelyfrom

theperspectiveofthestrategicobjectivesandthecontinued

long-term sustainable success of the business.

This statement explains how the Directors have:

— engagedwithemployees,shareholders,customers,

suppliersandcommunities;and

— considered:

• employees’interests;

• theneedtoactfairlybetweenmembersoftheCompany;

• theneedtofosterbusinessrelationshipswithsuppliers,

customersandcommunities;

• the impact of Renishaw’s operations on the community

andenvironment;

• Renishaw’s reputation for high standards of business

conduct;and

• the outcomes of those considerations on the principal

decisionstakenduringthefinancialyear.

Inthisstatement,principaldecisionsoftheBoardaredefined

asthosetakeninthisfinancialyear,whichrelatetomatters

ofkeystrategicimportance,andwhicharesignificantto

anyofRenishaw’skeystakeholders.

Principal decisions in FY2025

Set out on the following pages are examples of how key

stakeholders,Section172dutiesandothermatterswere

considered by the Board when making its principal decisions

inFY2025.

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Operating cost reduction programme

What was the principal decision? Which stakeholders and matters were considered?

Approved operating cost reduction programme. Employees,shareholders,communities,customers,

suppliers and the long-term sustainable success of

theCompany.

How were the above stakeholders and matters considered?

Duringtheyear,theBoardcarefullymonitoredongoinguncertaintyinglobalmarketsandchallengingtrading

conditions.Whileweachievedsomegrowth,wealsofacedsignificantinflationarypressuresinourcosts,which

havegrownfasterthanourrevenues.Thishasresultedinlowerprofitsandoperatingmargins,andweevaluated

how we could better align our operating costs with current demand. We gave serious consideration to our loyal

employees,thecommunitieswhereweoperateandthelong-termsustainablesuccessoftheCompany,which

isdrivenbyourevolvingstrategyandbusinessmodel.TherewasrigorousBoarddebateonthevariousoptions

topositiontheGroupinchallengingtradingconditions.

What was the outcome?

TheBoarddecidedthatitwasnecessarytorealignthecostsofthebusinesswithcurrentglobaldemand,along

withaheightenedfocusonkeystrategicpriorities.Wereducedtheforthcominggraduateintake.Givenpayroll

istheCompany’shighestcostcontributor,wealsodecidedtomakesavingsinthisareaandarelookingto

achieve£20mofannualisedsavingsintheUK,IrelandandEMEA.GrowthopportunitiesinAPACandthe

Americasmeanthatwewillonlyseeklimitedcostreductionintheseregionsatthisstage.Renishawstartedto

implementredundancyprogrammesandotherefficiencies.Wherepossible,at-riskemployeeswereofferedother

rolesandthoseleavingthebusinesswerenotreplaced,toreduceredundancies.

For more information, see page 28.

Drug delivery business (part of the RNS business)

What was the principal decision? Which stakeholders and matters were considered?

Proposaltoclosethedrugdeliverybusiness. Employees,customers,suppliers,charities,hospitals,

patients,shareholders,communitiesandthelong-term

sustainable success of the Company.

How were the above stakeholders and matters considered?

Afteranumberofyearsseekingtoattractthenecessarythird-partyinvestmenttogrowaprofitabledrugdelivery

business,theBoardproposedclosingthebusiness.Wegaveseriousconsiderationtotheaffectedemployees,

ourotherstakeholders,theeffectclosurewouldhaveondrugtrialsanddrug-deliveryprogrammesthatthe

Companyhadcommittedtoorotherwiseplannedtosupport,andshareholdervalue.

Itisessentialthateachofourbusinessesalignwithourpurpose,sotheBoardcarefullybalancedthecontinued

financialcommitmentrequiredtomaintainthisloss-makingbusinessagainsttherisksandanticipatedreturn.

Thisincludedconsideringthestrategicfitwithourpurpose,theopportunitiesforgeographicormarketgrowth,

theextendedtimelinetoachieveanymaterialreturnandthepotentialforproductsnottoachievemarket

authorisation.Weconsultedwithaffectedemployeesandcustomers,andmanagementgaveregularupdates

totheBoard,whoprovidedconstructivechallengeandsupport.

What was the outcome?

Followingtheconsultationprocesson1April2025,theCompanydecidedtoclosethedrugdeliverybusiness

and in total 34 people have unfortunately left Renishaw. Five people were redeployed elsewhere within the Group.

This decision was considered in the best interests of the Group’s stakeholders as a whole.

Theneurosurgerybusiness(robotsales,servicingandassociatedproducts)wasnotaffectedbythisdecision.

For more information, see pages 9 and 39.

Directors’ Corporate GovernanceReport continued

Renishaw plc Annual Report 2025

New reporting segmentation

What was the principal decision? Which stakeholders and matters were considered?

Introducing new reporting segmentation from

1July2025.

Shareholdersandothermarketparticipants,ourcompanies,

regulators,employees,suppliersandthelong-term

sustainable success of the Company.

How were the above stakeholders and matters considered?

Aspartofawiderinvestorrelationspolicyreview,theBoard,afterconsultationwiththeCompany’sadvisers

(includingitsjointcorporatebrokersandauditor),approvedthedecisiontoreportunderthreenewsegments,

effectivefromFY2026,withtheaimofenhancinginvestorunderstandingofourbusiness.TheBoardbelieves

thedecisionisinthebestinterestsofourstakeholdersandthelong-termsustainablesuccessoftheCompany

becausethesegmentsaremorecloselylinkedtoendusermarkets,externaldemanddriversandourevolving

organisational structure.

What was the outcome?

The three new segments will be:

— IndustrialMetrology–comprisingmetrologysensorsforCMMsandmachinetools,metrologyaccessories,

calibrationsystems,CMMandgaugingsystems,metrologysoftwareandindustrialautomationproducts;

— PositionMeasurement–comprisingencoderproductsforpositionfeedback;and

— SpecialisedTechnologies–comprisingspectroscopyproducts,additivemanufacturingsystemsand

neurological products.

ProfitandlossdetailsforthenewsegmentswillbeprovidedintheweekfollowingtheFY2025full-yearresults

announcement(inSeptember2025),includingFY2024andFY2025historicperformance.

For more information, see pages 9 and 34.

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Directors’ Corporate GovernanceReport continued

Sir David has now served on the Board for more than 13 years.

Renishaw continues to search for a new permanent independent

Chair and anticipates that Sir David will step down from the

Board once the appointment is made and following an

appropriate handover period. In addition to searching for

anewChairandIndependentNon-executiveDirector,theBoard

continues to actively consider succession plans more generally.

This year’s internal Board performance review concluded that

theBoardremainseffective.Moredetailscanbefoundon

page81.

The terms of appointment of the Non-executive Directors set

outtheexpectedtimecommitment,aswellastherequirement

todiscussanychangestoothersignificantcommitmentswith

theChairandChiefExecutiveOfficerinadvance.Theterms

areavailableforinspectionattheCompany’sAGMandits

registeredofficeonwrittenrequest.

Neither of the Executive Directors holds a directorship in

aFTSE100company.

The Board considers that Renishaw’s Non-executive Directors

demonstratecommitmenttotheirrolesanddedicatesufficient

time to their Company duties. Each of the Independent Non-

executiveDirectorsprovidessupporttotheBoard,particularly

onareasrelatedtotheirskillsandexperience,whichfor

CatherineGlickmanisHRmatters,forJulietteStaceyisfinance,

forStephenWilsonisthesoftwaresector,globalbusinessand

investorrelations,andforProfessorDameKarenHolfordis

engineering and research and development. More details of

theircontribution,skillsandexperiencearesummarisedintheir

biographies on pages 62 to 63.

Senior Independent Director and

Non-executiveDirectors

Sir David Grant was Renishaw’s Senior Independent Director

before taking on the role of Interim Non-executive Chair

on1July2024.TheBoardbelievesitisnotintheinterests

ofshareholdersortheCompanytoappointaninterimSenior

Independent Director and that this matter should be left to

thenewChaironcetheyareappointed.Inthemeantime,

SirDavidremainsavailabletodiscussmaterialconcerns

withshareholders,or,wherethischannelhasfailedtoresolve

concernsorthiscontactisinappropriate,theCompany

Secretary,whowilldirectthemtotheappropriateDirector.

Duringtheyear,theNon-executiveDirectorsandInterim

Non-executive Chair met without the Executive Directors on

severaloccasionsinprivatesessionstodiscussperformance,

corporate governance and other matters. The Independent

Non-executive Directors also regularly met in private sessions

without the other Directors present.

2 Division of responsibilities

continued

Composition and commitment of the Board

TheGovernanceCoderecommendsthatatleasthalfofaboard,

excludingthechair,shouldcompriseindependentnon-executive

directors.From1July2024to8December2024,theBoard

comprised 10 Directors: two Executive Directors in addition

totheInterimNon-executiveChairandsevenNon-executive

Directors,fourofwhomareconsideredtobeindependent.

Witheffectfrom9December2024,theBoardcomprisesnine

Directors:twoExecutiveDirectors,theInterimNon-executive

ChairandsixNon-executiveDirectors,fourofwhomare

considered to be independent.

CatherineGlickman,JulietteStacey,StephenWilsonand

ProfessorDameKarenHolfordaretheNon-executiveDirectors

consideredtobeindependentincharacterandjudgement,

andtherearenorelationshipsorcircumstancesthatarelikely

toaffecttheirjudgement.

Sir David Grant’s tenure

Before Sir David Grant’s appointment as Interim Non-

executiveChair,theNominationCommitteeconducted

arigorousreviewofSirDavidGrant’sindependence,

effectivenessandcommitmentgivenhisserviceasan

Independent Non-executive Director for more than 12 years.

Sir David did not participate in these discussions. Following

recommendationbytheNominationCommittee,theBoard

concluded that Sir David continued to be independent in

characterandjudgement,andtherewerenorelationships

orcircumstancesthatarelikelytoaffect,orcouldappearto

affect,hisjudgement.TheBoardbelievesthatitremainsin

the best interests of the Company for Sir David to continue

asInterimNon-executiveChair.TheBoardalsorecognises

thebenefitsofhisextensiveknowledgeoftheCompanyand

expertiseinengineering,whichwillprovidecontinuityand

stability during a period of Board appointments and

departures. Sir David will also be able to serve as a mentor

tothenewlyappointedDirectors,supporttherecruitment

ofanewindependentChair,andhelpensureasmooth

transitiontothatChaironceappointed.

When Sir David McMurtry informed the Board of his intention

tostepdownasExecutiveChairmanoftheCompanyin2024,

the Board concluded that it was in the best interests of the

CompanyforSirDavidGrant,asSeniorIndependentDirector,

toremainontheBoardasInterimNon-executiveChairtoprovide

continuity and facilitate succession planning. As noted in last

year’sAnnualReport,theNominationCommitteeconducted

arigorousreviewofSirDavidGrant’sindependence,

effectivenessandcommitmentbeforehisappointmentasInterim

Non-executiveChair.Inlightofthisassessment,SirDavidGrant

was considered to be independent on appointment as Interim

Non-executiveChairforthepurposesofprovision9ofthe

Governance Code.

Renishaw plc Annual Report 2025

Division of responsibilities

There was a clear division of responsibilities at Board level

throughoutFY2025.Thisensuredthattherewasanappropriate

balanceofpowerandauthority,sothereisnooneperson

withunfetteredpowersofdecision-making.TheBoardand

Executive Committee each meet on a regular basis to make

decisionsofsignificancetoourbusinesssegmentsandreview

management actions.

YoucanfindwrittenstatementsofourChiefExecutiveOfficer’s

and Chair’s key responsibilities on our website at

www.renishaw.com/corporategovernance.

Director development

TheCompanyoffersitsDirectorstheopportunitytoattendformal

training courses regarding their duties. The Company also

providesthemwithguidancenotes,papersandpresentationson

changestolawandregulations,asappropriate.Non-executive

Directorsareinvitedtoattendinternalevents,whichareagreat

way to keep up to date with product development and marketing

initiatives. These events are also an opportunity for the Non-

executive Directors to engage with business units and functions.

Thisyear,membersoftheBoardreceivedtwoexternaltraining

sessions.Thefirst,fromHerbertSmithFreehillsKramerLLP,

coveredupdatesonauditandcorporategovernance,reforms

totheUKlistingregimeandrecentdevelopmentsindirectors’

duties.ThesecondtrainingsessionwasledbyUBSandcovered

relevant updates on investor relations and market sentiment.

Businessleaders(includingfromthefinanceandlegal

functions,productgroupsandsalesregions)giveregular

presentationsatBoardmeetingstoupdatetheDirectorson

theirareasofresponsibility,includingupdatesregarding

products,performanceandbusinessstrategies.Thesealso

givetheDirectorsthechancetodiscusslatestdevelopments,

andcurrentandfutureinitiatives.

AsanewDirectorwhohasjoinedusthisyear,RichardMcMurtry

was given a tailored induction pack and bespoke induction

programme.Thisinductionincludedsubsidiaryandsitevisits,

aswellasbriefingsbybothseniormanagersandexternal

advisers. Camille Deer’s programme is now in progress.

Aspartofourcontinuingdevelopmentprogramme,wealso

offeropportunitiestoattendexternaltradeshowsaswellas

overseas subsidiary visits.

Information and support

Boardmembersreceivebusinessupdates,financialinformation

and forecasts with relevant commentaries in advance of each

Boardmeeting.TheseallowtheDirectorstoreviewfinancial

performance,currenttradingandkeybusinessinitiatives.

DirectorsalsohaveaccesstotheCompanySecretary,who

advisestheBoardonallgovernancematters.Wherenecessary,

theDirectorshaveaccesstoindependentprofessionaladvice,

attheCompany’sexpense,todischargetheirresponsibilities

asDirectors.TheCompanymaintainsliabilityinsurancefor

theDirectorsandofficersandhasenteredintoindemnities,

asdisclosedinOtherstatutoryandregulatorydisclosures

onpage102.

3 Composition,succession

andevaluation

Nomination Committee

A description of the membership and activities of the Nomination

Committee,aswellastheBoard’scommitmenttodiversity,

canbefoundonpages77to82.

Election and re-election of Directors

InaccordancewiththeGovernanceCode,alltheDirectors

retirefromtheBoardateachAGMandcontinuingDirectorsoffer

themselvesforre-electionor,inthecaseofanyDirectorwhowas

firstappointedtotheBoardsincethelastAGM,electiontooffice.

4 Audit,riskandinternalcontrol

Audit Committee

A description of the membership and activities of the Audit

Committee is set out on pages 83 to 88.

Financial and business reporting

The respective responsibilities of the Directors and auditor

inconnectionwiththeFinancialstatementsaresetoutinthe

Directors’ responsibilities section on page 106 and the

Independent Auditor’s Report on pages 108 to 118.

Risk management and internal control

The Board is responsible for risk management and internal

control,andforreviewingtheeffectivenessofthesesystems.

The Group has an established process for the review of business

risksthroughouttheGroup,whichincludestheRiskCommittee.

More information on Renishaw’s risk management and internal

controls can be found in the Risk management section on pages

15 to 19. Any system of internal control is designed to manage

rather than eliminate the risk of failure to achieve business

objectivesandcanonlygivereasonable,butnotabsolute,

assurance against material misstatement or loss.

The Board has conducted a robust assessment of the principal

andemergingrisksthatRenishawfaces,includingthosethat

wouldthreatentheGroup’sbusinessmodel,futureperformance,

solvency or liquidity. Renishaw’s principal risks and uncertainties

canbefoundonpages20to23.TheBoardissatisfiedthat

thereisanongoingprocessforidentifying,evaluatingand

managingthesignificantrisksthattheGroupfaces.Thisis

regularly reviewed and accords with the FRC Guidance on

RiskManagement,InternalControlandRelatedFinancialand

BusinessReporting.TheBoardverifiesthatnecessaryaction

hasbeenorisbeingtakentoremedyanysignificantfailingsor

weaknessesidentifiedfromitsreview.

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Directors’ Corporate GovernanceReport continued

TheGrouphasdefinedlinesofresponsibilityanddelegation

ofauthorities.TheGroupalsohasestablishedandcentrally

documentedcontrolprocedures,includingapprovalsof

capitalandotherexpenditure,informationandtechnology

security,andlegalandregulatorycompliance.

The Internal Audit function helps to give independent and

objectiveassuranceontheoperationofthecontrolsittests.

TheGroupInternalAuditManagerattendsAuditCommittee

meetings to present annual internal audit plans and the results

ofsuchaudits.TheAuditCommitteemonitorsactionsonan

ongoing basis.

TheBoardensuresthattheGrouphaseffectiveinternal

controlsoverthefinancialreportingandconsolidation

processes. Monthly accounts and forecasts are made

availabletotheBoardforreview.TheInternalAuditfunction

reviewsfinancialcontrolsandmanagementaccounts.

TheBoardreviewstheeffectivenessofthesystemofinternal

controls,includingviatheAuditCommittee.Itreceivesregular

reportsfromtheInternalAuditfunction,externalauditorsand

otheradvisers,andcarriesoutanupdatedriskandcontrols

analysiseveryyear.Thereviewcoversmaterialcontrols,

includingfinancial,operationalandcompliancecontrols,

andriskmanagementsystems.

The Audit Committee has regularly received updates on

theUKGovernment’sauditandgovernancereforms,and

management’s work to respond to these changes. During the

year,managementfocusedonimprovingandstandardising

riskandcontrolsdocumentation.

Going concern

The Directors have assessed the Group’s position as a going

concern and updated the assessment before signing this report.

TheBoardconsideredtheGroup’sforecastprofitsandcash

flowsfortheperiodfromthedateofapprovaloftheAnnual

Reportto30September2026.TheBoardissatisfiedthat

theGrouphasadequateresourcestocontinueoperating

asagoingconcernfortheforeseeablefuture,andthatno

materialuncertaintiesexistwithrespecttothisassessment.

TheBoardthereforeconsidersitappropriatetocontinueto

adoptthegoingconcernbasisinpreparingtheconsolidated

financialstatements.Forfurtherinformationseepages86

and127.

Viability statement

The Board approved the Company’s viability statement

onpage24.

5 Remuneration

The methods used to apply the Governance Code principles

relatingtoremunerationaresetoutintheDirectors’

RemunerationReport.Adescriptionofthemembership

andactivitiesoftheRemunerationCommitteeissetout

onpage91.

Compliance statement

The Board considers that it has complied with the provisions

oftheGovernanceCodethroughoutFY2025exceptinrelation

tothefollowingmatters:

— Provision19(thatthechairshouldnotremaininpostbeyond

nineyearsfromthedateoftheirfirstappointment).SirDavid

Grant,appointedon1July2024asInterimNon-executive

Chair,hasservedontheBoardsinceApril2012.TheBoard

concluded that it was in the Company’s best interests for

SirDavidtotakeonthisroletoprovidecontinuityandstability

during a period of recent appointments to and departures

from the Board and to support succession planning.

InadditiontohisdeepunderstandingoftheCompany’s

businessandhistory,SirDavidwillbeabletoserveas

amentortonewlyappointedDirectors,supportwiththe

recruitmentofanewindependentChair,andhelpensure

asmoothtransitiontothatChaironceappointed.Asnoted

onpage74,theNominationCommitteeconductedarigorous

reviewofhisindependence,effectivenessandcommitment

before his appointment as Interim Non-executive Chair.

— Provision11(thatatleasthalftheboard,excludingthechair,

should be non-executive directors whom the board considers

tobeindependent).From1July2024to8December2024,

theBoardcomprisednineDirectors(excludingtheChair)

andincludedfourNon-executiveDirectorswhomthe

Boardconsideredtobeindependent,or44%oftheBoard

excluding the Chair. From 9 December 2024 to 31 August

2025,theBoardcomprised50%IndependentNon-executive

Directorsand,followingCamilleDeer’sappointmentas

aDirectoron1September2025,theBoardcomprised44%

IndependentNon-executiveDirectors.TheBoardconsidered

itscompositiontobeappropriateinlightofsuccessionplans

andthatatalltimestherewassufficientIndependent

Non-executive Director oversight on the Board. As noted

intheNominationCommitteeReportonpages77and81

to82,RenishawcontinuestosearchforbothanewChair

oftheBoardandIndependentNon-executiveDirector.

— Provision12(thattheBoardshouldappointoneofthe

independent non-executive directors to be the senior

independentdirector).Asnotedonpage74,duringthe

yeartherewasnoSeniorIndependentDirectorinpost

becauseoftheBoardchangesthattookplacein2024.

ItistheBoard’sintentiontoappointaSeniorIndependent

DirectoronceanewChairisinpost.

Sir David Grant

Interim Non-executive Chair

17 September 2025

Renishaw plc Annual Report 2025

Board diversity

ThelevelofgenderdiversityattheBoardhasremainedsteady,

withthepercentageofdirectorswhoarewomenbeing33%

(asat30June2025).Thishasincreasedto40%followingthe

changetothecompositionoftheBoardon1September2025,

meaningwehavereachedtheUKListingRulestargetof40%

female directors. As part of our searches for a new independent

Chair,IndependentNon-executiveDirectorandChiefFinancial

Officer,wewillensurecandidatesfrombroadanddiverse

backgrounds are included in shortlists while continuing to

appointonmeritagainstobjectivecriteria.

Priorities for FY2026

Overthecomingyear,ourfocuswillbeon:

— continuing our searches for a new independent Chair and

IndependentNon-executiveDirector;

— conducting the search and making an appointment for a new

ChiefFinancialOfficer;

— maintaining focus on succession plans for senior

managementanddevelopingthepipelineoffuturetalent;

— monitoring the diversity initiatives and progress against our

diversitytargetsfortheBoardandseniormanagement;and

— conducting an external Board performance review and

reviewingtheBoardcompositionandskills,backgrounds

andexperience.

Sir David Grant

Chair of the Nomination Committee

17 September 2025

OnbehalfoftheBoard,IampleasedtopresenttheNomination

Committee Report for the year ended 30 June 2025.

The year in review

The Committee has been working closely with external search

consultants to identify suitable candidates for the appointment

ofanindependentChairoftheBoard,aroleIhaveheldonan

interim basis since July 2024. We are also seeking an additional

Independent Non-executive Director. The independent Chair

appointment will be key to maintaining the culture and values

instilledbySirDavidMcMurtryandJohnDeer,aswellas

navigatingwiththeBoardthemanyopportunitiesand

challengesoverthecomingyears.

TogetherwithWillLeeandCatherineGlickman,Ihavemet

anumberofpotentialcandidatesfortheChairroleandwe

remainconfidentofmakingappointmentsinFY2026.

Board succession and founder family continuity

Richard McMurtry was appointed as a Non-executive Director

on1July2024ontherecommendationoftheCommittee

andhastakenpartinapersonalisedinductionprogramme

throughouttheyear.InJuly2025,JohnDeersteppeddown

asDeputyChair,butheremainsasaNon-executiveDirector.

Asannouncedon13August2025,Iampleasedtowelcome

JohnDeer’sgranddaughter,CamilleDeer,asanadditional

Non-executiveDirector,whojoinedtheBoardon1September

2025.Camillebringsexperienceinintellectualproperty,

innovation pipeline and risk management from her other

appointments in areas outside of Renishaw’s core business

interests. Camille’s and Richard’s appointments demonstrate

thecontinuedcommitmentofthefoundingfamiliestothefuture

of Renishaw.

AsIexplaininmoredetailinmyintroductiononpage4,after

acareerofover46yearswithRenishaw,AllenRobertshas

agreed with the Board that he will step down from his position

asGroupFinanceDirectorandwillnotstandforre-election

attheupcomingAGMon26November2025.Aprocesshas

commencedtorecruitaChiefFinancialOfficer.

FollowingtheappointmentsofthenewindependentChair,

ChiefFinancialOfficerandIndependentNon-executiveDirector,

the Committee will consider the continuing composition of

theBoard.

Nomination Committee Report

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Nomination Committee Report continued

Key activities

TheCommittee’skeyareasoffocusduringFY2025included:

Skills assessment and succession planning

— Reviewedthestructure,sizeandcompositionoftheBoardand

its Committees.

— Continued searches for a new independent Chair of the Board

and additional Independent Non-executive Director.

— Oversaw the induction of Richard McMurtry.

— Considered and recommended that the Board approve the

appointment of Camille Deer as a Non-executive Director.

— RecommendedthereappointmentsofJulietteStacey,

StephenWilsonandJohnDeer.

— ConsideredsuccessionplanningfortheBoard,Executive

Committee and senior management.

— Reviewed talent and succession plans for key senior operational

and executive roles.

Governance

— Reviewed the Committee’s terms of reference.

— Reviewed the time commitment required of the Non-executive

Directorsandevaluatedwhethersufficienttimewasbeing

committed to deliver their duties.

— AssessedtheindependenceofeachNon-executiveDirector,

agreeingthatallNon-executiveDirectors(excludingJohnDeer,

RichardMcMurtryandCamilleDeer)wereindependent.

— Recommended the re-election of each Director due to retire

atthe2024AGM.

— ApprovedanincreasetotheaggregatefeecapofDirectors’fees.

— ReviewedandapprovedtheFY2024Nomination

CommitteeReport.

Board performance review

— Monitored the implementation of the improvement plan arising

fromtheFY2024Boardperformancereview.

— ArrangedtheFY2025internalBoardperformancereview.

— Reviewedtheresultsoftheperformancereviewinrelationtothe

Committee’sownperformance,andanyitemsrelatingtothe

composition of the Board and succession planning.

Role and responsibilities

TheCommitteeoperatesundertermsofreference,which

werereviewedthisyearandarepublishedonRenishaw’s

websiteatwww.renishaw.com/corporategovernance.

TheCommitteeisprimarilyresponsiblefor:

— reviewingthesize,structureandcomposition–including

thebalanceofskills,knowledge,experienceanddiversity–

of the Board and its Committees (taking into consideration

theoutcomeoftheBoardperformancereview),and

recommendingchangestotheBoard,asappropriate;

— overseeing succession planning for the Board and other

seniormanagement.Indoingso,itconsidershowtocreate

apipelineforsuccessionthatpromotesdiversity,inclusion

and equal opportunity. The Committee also takes into

account the leadership skills and expertise required in the

futuretoachievetheGroup’sstrategicgoals;

— recommendingtotheBoarditspolicyonequality,diversity

andinclusion(EDI)asitappliestotheBoardandits

Committees,itsobjectives,appointmentsanditslink

tostrategy;

— leading the process for new Board appointments and

nominatingcandidatesforappointment;and

— reviewingtheperformanceof,andmakingrecommendations

totheBoardon,there-electionofDirectorsattheAGM.

Members and attendance

The Committee has been chaired by Sir David Grant since

1July2024.TheotherfourmembersaretheIndependent

Non-executive Directors. Only Committee members are entitled

toattendmeetings,althoughtheCommitteeChairregularly

invitesWillLeetoattend,unlessdiscussionsareduetotake

placeonhisrole.TheCommitteemetonfiveoccasionsduring

FY2025.Attendanceforeachofthemembersatthesemeetings

is set out in the table below:

Committee member Attended

SirDavidGrant(Chair) 5/5

Catherine Glickman 5/5

Juliette Stacey 5/5

Stephen Wilson 5/5

ProfessorDameKarenHolford 5/5

Renishaw plc Annual Report 2025

Diversity

TheCommitteeappreciatesthebenefitsthatallformsof

diversity,includingthosebeyondgenderandethnicity,can

bringtothediscussionsanddecision-makingoftheBoard

anditsCommitteesthroughwide-rangingperspectivesand

experience. Increasing Board diversity is therefore something

theCommitteeremainscommittedto.TheGroup’sEDIPolicy

and standards are applied when reviewing the composition of

theBoardanditsCommittees,overseeingsuccessionplanning,

recommending changes to the Board and Senior Leadership

Team,andnominatingcandidatesforappointment.Recruitment

consultantshiredbytheCompanytofindcandidatesforsenior

positions,includingthosecurrentlyengagedinthesearch

foranewChair,IndependentNon-executiveDirectorandChief

FinancialOfficerarechosenonthebasisthattheywillpresent

adiverselistofcandidates,includingwomenandpeoplefrom

ethnicminoritybackgrounds.

UnderRenishaw’sEDIPolicy,theBoardisresponsiblefor

developing a diverse pipeline for succession to senior

managementroles,whichitdoeswiththehelpoftheCommittee,

andfortargetinggreaterdiversityatBoardlevel,havingregard

tothethreetargetssetoutintheUKListingRules(UKLR).The

Committee recognises that for the engineering sector to achieve

itsfullpotential,itisimportantthatitmirrorsthesocietyinwhich

it operates. The Committee will continue to focus on improving

allformsofdiversityatseniormanagementlevelacrossthe

Group and monitor the EDI initiatives taking place throughout

theGroup,includingpoliciestosupportadiverseintakeintothe

industry. Renishaw’s approach to diversity across the Group

morewidely,includingtheEDIPolicyanddiversityinitiatives

undertakenthroughouttheyear,aresetoutonpages46to47.

Board composition

TheCommitteehasconsideredthecompositionoftheBoard,

including the tenure and independence of the Non-executive

Directors as well as the make-up of skills and experience.

Followingthisreview,andconsideringtheongoingrecruitment

foranewChairandIndependentNon-executiveDirector,the

Committee believes there is a healthy mix of tenure lengths that

balance experience with fresh perspectives. The Committee

isawareofthevaluethatindependentnon-executivedirectors

bring and that a lack of independence can raise the risk of

beinglessattunedtostakeholderexpectationsandlessable

tochallengemanagement.BeforeRichardMcMurtry’s

appointmenttotheBoard,whichresultedinlessthanhalfof

theBoardconsistingofIndependentNon-executiveDirectors

from1July2024to8December2024,thesearchforan

additional Independent Non-executive Director had already

begun. The Committee will evaluate the need for an

additionalIndependentNon-executiveDirectoronce

apermanentIndependentChairisappointed.

Time commitments

The Committee recognises the importance of all the Directors

havingthetimeneededtoperformtheirroleseffectivelyand

avoidingoverboarding.AtitsmeetingheldinAugust2025,

theCommitteereaffirmedtheexpectedtimecommitmentfor

non-executive roles and considered the external commitments

oftheDirectors,includingthenumberandnatureoftheroles.

The Committee also considered the external commitments of

Richard McMurtry and Camille Deer before their appointments.

The Committee concluded that the Directors were dedicating

sufficienttimetotheirroles,asevidencedbytheirBoardand

Committeeattendancerecord,timespentmentoringsenior

managementand,inthecaseofCatherineGlickman,engaging

withemployees.AregisterofDirectors’externalcommitmentsis

alsomaintainedbytheCompany,whichisperiodicallyreviewed

throughouttheyear.

Ethnic representation of the Board and executive management as at 30 June 2025

Ethnic background

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

(includingminority-whitegroups) 9 100 3 5 83

Mixed/Multiple ethnic groups – – – – –

Asian/Asian British – – – 1 17

Black/African/Caribbean/Black British – – – – –

Other ethnic group – – – – –

Notspecified/prefernottosay – – – – –

Gender representation of the Board and executive management as at 30 June 2025

Gender identity

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 6 67 3 5 83

Women 3 33 – 1 17

Notspecified/prefernottosay – – – – –

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Nomination Committee Report continued

Senior management diversity

Asshowninthetableonpage79,asat30June2025the

proportion of women on the Executive Committee increased

to17%andtheethnicityrepresentationontheExecutive

Committeealsoincreasedto17%.Seniormanagement,being

theExecutiveCommittee(includingExecutiveDirectors)and

their direct reports (excluding those in administrative or non-

managerialroles),ismadeupof32menand9women(22%),

representingadecreaseof4%comparedtolastyear.UK-based

seniormanagementconsistedof35people,ofwhom1(3%)

self-identifiedasbeingofanethnicminority.

Asreportedlastyear,Renishawhassetatargetof40%women

inseniormanagementacrosstheGroupbyDecember2027,

and,inlinewiththenewParkerReviewrecommendations,

anethnic-minoritytargetof10%ofUK-basedsenior

management to be met by December 2027. A number of

initiatives have taken place this year to help make progress

againstthesetargets,includingfocusingonwomenin

engineeringinthefirstofournewemployeelisteningsessions.

Inall,30womenattendedthesessions,alongsideourChief

ExecutiveOfficer,GroupHumanResourcesDirectorandtwoof

ourNon-executiveDirectors,duringwhichtheydiscussedtheir

experiences of working for Renishaw and how the Company can

attract more women. These targets are also part of our ESG

strategy,whichismonitoredbytheESGSteeringCommitteeand

willbeassessedbytheNominationCommitteewhenconsidering

succession plans and any recruitment activities. It is hoped

thisincreasedfocusandgreateraccountabilityatvarious

levelsofthebusinesswillresultinmorediversityinoursenior

management in the coming years.

ForthepurposesoftheUKLR,thegenderidentityand

ethnicbackgroundoftheBoardandexecutivemanagement

(asat30June2025)isreportedinthetablesonpage79.

Thedatawascollectedbyacombinationofpre-existinginternal

records and asking each member of the Board and executive

managementtoindicatetheirgenderandethnicityaccording

tothecategoriespresentedinthetables.Referencesto

executive management include the members of the Executive

Committee(includingtheExecutiveDirectors).Thetermsused

intheUKLRmaptotheCompany’srolesasfollows:CEOisthe

ChiefExecutiveOfficer,CFOistheGroupFinanceDirectorand

SIDistheSeniorIndependentDirector.

Board diversity

Asshowninthetableonpage79,theCompanyhadnotyet

mettheUKLR’stargetsof40%women,havingoneofthe

seniorBoardpositions(Chair,ChiefExecutiveOfficer,Senior

IndependentDirectororGroupFinanceDirector)heldby

awoman,andhavingadirectorontheBoardfromaminority

ethnicbackground.However,followingthechangetothe

compositionoftheBoardthattookplaceon1September2025,

theproportionofwomenontheBoardincreasedto40%,

meetingthefirstUKLRtargetreferencedabove.TheCommittee

remainscommittedtoensuringcandidatesfrombroadand

diversebackgrounds(includingcandidateswhomaynothave

priorlisted-companyexperience)areincludedinshortlists

incurrentandfuturerecruitmentsearches,includingthose

searchesforanewChair,ChiefFinancialOfficerand

IndependentNon-executiveDirector,whilecontinuingto

appointonmeritagainstobjectivecriteria.Thishelpsensure

theBoardhastherightskills,knowledge,experienceand

diversityofperspectivethatenableittoeffectivelydischarge

itsresponsibilitiesandachievetheCompany’sstrategictargets.

Byensuringadiverserangeofcandidatesareincludedon

shortlistsforBoardappointments,theCommitteeishopeful

thattheBoardwillalignwithalltheUKLR’stargetsinduecourse.

The Committee believes that the current Directors bring a diverse

rangeofperspectives,andthattheycontinuetofulfiltheirroles

effectivelyconsideringtheirexperience,skillsandcompetencies.

Role Gender Tenure

Executive

Non-executive

Female

Male

0-3 years

4-8 years

 9+years

Information regarding Board members (as at 30 June 2025)

Renishaw plc Annual Report 2025

concerns were then raised anonymously by the Group General

Counsel & Company Secretary during the roundtable discussion.

The outcomes of the performance review were discussed at

aBoardmeetinglaterintheyear,whereitwasconcludedthat

theBoardremainseffective.Theareasnotedinthetableabove

were highlighted as opportunities to continue to enhance Board

performance. An action plan was compiled and agreed by the

Board in August 2025 based on the performance review’s

recommendations. The Group General Counsel & Company

Secretary is responsible for tracking these actions and reporting

back to the Board periodically on progress made.

Succession planning

Successionplanning,bothfortheBoardandseniormanagement,

has been a priority for the Committee this year. With regard to

theBoard,thefocushasbeenontheongoingrecruitmentfor

anewChairandIndependentNon-executiveDirector.

Following Allen Roberts’ agreement with the Board to step

downfromhispositionasGroupFinanceDirectorandnot

standforre-electionattheupcomingAGM,aprocesshas

commencedtorecruitaChiefFinancialOfficer.

Having put in place diversity targets for senior management last

year,theCommitteehasincreaseditsfocusonimprovingthe

diversity of the talent pool. With the help of the Chief Executive

Officer,theCommitteehasbeenreviewingsuccessionplansand

leadership development initiatives for the Executive Committee

and the senior management pipeline. This has led to identifying

development areas and individuals who show potential as

possible future leaders.

InreviewingthelengthofeachDirector’stenure,theCommittee

was mindful that several Directors have held their positions for

significantperiodsoftime.Thiswastakenintoconsideration

when looking at succession plans. Despite Sir David Grant

havingservedontheBoardsinceApril2012,theBoard

Board performance review

The Board conducts an annual review of its performance and

effectivenesstoidentifyopportunitiesforimprovement.Following

anexternalreviewinFY2023,thisyear’sreviewwasconducted

internally.InlinewiththeGovernanceCode,thenextexternal

review will take place next year.

Progress on key findings from the FY2024 review

The2024AnnualReportreportedontheFY2024internalBoard

performancereview.Progressonthemainoutcomesisoutlined

in the table above.

FY2025 Board performance review

This year the Board undertook another internal performance

reviewonthesamebasisasinFY2024,withsupportfromthe

Group General Counsel & Company Secretary. The performance

reviewcoveredtheBoard,itsCommittees,theChairandthe

individual Directors and the recommendations were made to

theBoard.

Thefirstpartoftheperformancereviewconsistedofawritten

questionnaire completed by each Director and members of the

ExecutiveCommittee.Thequestionsrelatedtotheeffectiveness

oftheBoardanditsCommittees;theywerebasedonlastyear’s

questions and answers to highlight areas of improvement and

included some additional topical matters. The Chair also held

one-to-one discussions with each of the Non-executive Directors

regardingtheirownindividualperformance.Answerstothe

questionnaireswerethenanonymisedandaggregated,before

forming the basis of a facilitated roundtable discussion where

comprehensive minutes were taken.

Tohelpensuretheperformancereviewwasaseffective,

formalandrigorousaspossible,eachDirectorwasgiventhe

option to have a pre-meeting with the Group General Counsel

&CompanySecretarytoairanyconcernstheymayhavebeen

uncomfortable raising in the roundtable discussion. Any such

FY2025 Board performance review

Strategy Culture and workforce engagement Board composition

Actions for

FY2026

Holdtwostrategysessionsannually,

using external facilitators where

appropriate.

Non-executive Directors to have

higherlevelsofworkforceengagement

through an increased number of

communication sessions.

Focus on broadening the range of skills

and expertise on the Board as part of

new Director recruitment.

Key findings from the FY2024 Board performance review

Succession planning and diversity Board interaction with seniormanagement Investor relations

Actions for

FY2025

Continue succession planning for the

Boardwithafocusonimprovingdiversity.

Create opportunities for senior management

to engage more formally with the Board.

Continue to build understanding with

institutional investors and receive

more regular updates from brokers.

Progress

made in

FY2025

Search for a new Chair and Independent

Non-executiveDirectorhasprogressed,

with shortlists containing a diverse range

ofcandidates.

More work has been carried out on

Executive Director succession.

The Chair met with members of senior

management,whileourthreeregionalsales

PresidentsmetwiththeBoardinMarch2025.

Both the Chair and Catherine Glickman met

withseniormanagementearlierintheyearin

additiontoBoardvisitstoPliezhausen,

GermanyandMiskin,UK.

The Board received investor

relations reports on a regular basis

fromUBSandPeelHuntand

arranged for them to attend select

Board meetings as required.

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Nomination Committee Report continued

considers it in the Company’s best interests for him to continue

as Interim Non-executive Chair while the search for a new

independent Chair is completed. Sir David’s deep understanding

of the Company’s business and history will provide essential

continuity and stability during a period of recent appointments

toanddeparturesfromtheBoard.Hewillalsobeabletoserve

asamentortothenewlyappointedDirectors,supportthe

recruitmentprocessforthenewindependentChair,andhelp

ensure a smooth transition to that Chair once appointed.

Hisexperiencewillalsounderpininformed,balanceddecision-

makingthattakesaccountoftheinterestsofkeystakeholders,

enabling the Board to remain focused on delivery of its

strategicobjectives.

The Committee plans to conduct a skills assessment of the

BoardoncethenewindependentChair,IndependentNon-

executiveDirectorandChiefFinancialOfficerhavebeen

appointed. This will allow the Committee to understand the

balanceofskills,experienceandattributesthatareonthe

Boardandwherethesecouldbestrengthened.

Board appointment process

The Board has an established process for identifying and

evaluating candidates for appointment to the Board and senior

managementroles.Equally,Boardandseniormanagement

appointmentsaresubjecttotheprinciplessetoutintheEDI

Policy,whichformalisestheGroup’scommitmenttodiversityat

alllevels(moreinformationonthispolicyissetoutonpage79).

TheEDIprinciples,assetoutinthepolicy,arediscussedwith

recruitment consultants to ensure they take account of its

provisions when preparing a longlist of candidates for discussion.

These established processes are being used to support the

recruitmentofthenewindependentChair,IndependentNon-

executiveDirectorandChiefFinancialOfficer.SpencerStuart

istheexternalconsultantengagedtosupporttherecruitment

processfortheChairandKingsleyGateisengagedtosupport

the recruitment of the Independent Non-executive Director.

ConsideringtheimportanceoftheChairappointment,Spencer

StuartwasinvitedtovisitRenishaw’sNewMillsofficetomeet

withmembersoftheBoardtohelprefinethecandidateprofile.

NeitherSpencerStuartnorKingsleyGatehasanyother

connectionwiththeCompanyorwithindividualDirectors.

An external search consultancy was not used in connection

withtheappointmentsofRichardMcMurtryorCamilleDeer.

AlsoourstandardprocedureforBoardappointmentswas

adaptedfortheirappointments.TheNominationCommittee

carefully considered these appointments and concluded that

theirjudgementandexperiencewouldaddvaluetotheBoard

anditsdiscussions.

Information regarding the inductions for Richard and Camille is

set out on page 75. All Non-executive Directors are appointed

totheBoardforaninitialthree-yearperiodsubjecttoannual

performance review and re-election by shareholders at the AGM.

Sir David Grant

Chair of the Nomination Committee

17 September 2025

Engaging external recruitment consultants to assist

with the recruitment

Agreeing role specifications for the proposed

appointment

Consultants reviewing a longlist of candidates and

reducing to a shortlist

Reviewing a shortlist of diverse candidates provided

by the consultants

Inviting the preferred candidate to meet the

wholeBoard

Recommending the preferred candidate to

the Board

Preparing a bespoke induction programme based on

the individual’s role and experience

Interviewing the candidate or candidates who best fit

the role specification against objective criteria, with

due regard to the benefits of diversity on the Board

Appointing a subcommittee of the Board to oversee

the process

Evaluating the balance of skills, knowledge, experience

and diversity on the Board, including considering the

skills and experience required of the candidates

The Committee’s standard procedure for Board

appointments includes the following steps

Renishaw plc Annual Report 2025

The role of the Committee and how it works

The Audit Committee has an important role in providing

assuranceofeffectiveinternalcontrolsandfinancialreporting

onbehalfoftheBoardandshareholders.TheCommitteefulfils

this role by focusing on:

— externalreporting,includingtheAnnualReport;

— theriskmanagementandinternalcontrolframework;

— theinternalauditprocess;and

— the external audit process.

The Committee’s relationship with the Board is an important

partofhowitfulfilsitsresponsibilities,andtheBoardreceives

regular and timely reports from the Committee Chair on the

above activities.

An overview of the Committee’s work in these areas during the

year is set out above and its terms of reference can be found at

www.renishaw.com/corporategovernance.

Committee membership

The Committee members are the Independent Non-executive

Directors.TheBoardconsidersthat,asawhole,theCommittee

hascompetenciesrelevanttoRenishaw’ssectorandfinance

tofulfilitsresponsibilities,includingrelevantprofessional

qualificationsandexperienceinseniorfinanceroles.

TheIndependentNon-executiveDirectors’biographiescan

befoundonpages62to63.

The Audit Committee was advised internally this year by the

Group General Counsel & Company Secretary. The Deputy

Company Secretary acts as secretary to the Committee.

Committee meetings

Committee member Attended

JulietteStacey(Chair) 5/5

Catherine Glickman 5/5

ProfessorDameKarenHolford 5/5

Stephen Wilson 5/5

Committee effectiveness

TheeffectivenessoftheAuditCommitteeformedpartofthe

Board performance review described in the Nomination

Committee Report on pages 81 to 82.

Introduction

OnbehalfoftheBoard,IampleasedtopresenttheAudit

CommitteeReportforFY2025.

The Committee’s annual work plan took into consideration the

Group’sfinancialplanwithinthecontextoftheongoingmixed

tradingenvironmentandaplantodeliversignificantchange

andimprovementstotheGroup’sfinancefunction,alongsidethe

financeteam’scontinuinginputtotheMicrosoftDynamics365

rolloutproject.

The Committee was involved in both challenging and supporting

the proposals for realigning and consolidating elements of the

globalfinancefunctionandwelcomedtheoverallupdated

globalfinancestrategy,whichfocusesonthequalityofour

financialreportingandcontrol,theefficiencyofouroperations,

and the impact of our business partnering.

Wecontinuedtoreviewmanagement’sapproachtofinancial

reporting,includingthroughareviewofsignificantaccounting

policies.Inparticular,wefocusedoninventoryaccountingand

taxprovisioning,whichcanbeparticularlycomplexareas,

andtheimpactofbusinessrestructuringandcost

reductionmeasures.

Progresswasmadeduringtheyearonfurtherdeveloping

theGroup’sinternalcontrolframeworkandembedding

accountability throughout the organisation. The Committee

feelsthatthisworkisnowbetterunderstoodandresourced

acrossthebusiness,andwewillbemonitoringitscontinued

implementationinFY2026.

The Committee also welcomed the evolution of the Internal

Auditstrategy.Thisincludedaroadmapforwideningthescope

oftheGroupInternalAuditfunctiontoincreasethecoverofthe

Group’srisks,afocusonkeyfinancialcontrolsandmigration

oftestingtotheGroupInternalControlsteam,andconcise

risk-based reporting to stakeholders.

I continue to work closely with our lead audit engagement

partnerandwassatisfiedwiththeeffectivenessoftheexternal

audit during the year.

We expect the progress made in our control environment

topositionuswellinFY2026aswetestourreadinessfor

theenhancedreportingonmaterialcontrolsrequired

fromFY2027.

I will be attending the AGM on 26 November 2025 and look

forward to answering any questions about the work of the

AuditCommittee.

Juliette Stacey

Chair of the Audit Committee

17 September 2025

Audit Committee Report

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Governance report

GOVERNANCE REPORT

Audit Committee Report continued

Key activities

External reporting,

includingthe Annual Report

Risk management and

internalcontrol Internal audit External audit

— Reviewing the Annual

Report,InterimReportand

trading updates before

publication.

— Discussing management’s

assessmentofsignificant

judgements,estimatesand

financialreportingtopics

(asexplainedinmore

detailonthenexttwo

pages)andchallenging

management’s view.

— Assessing whether the

AnnualReportisfair,

balanced and

understandable.

— Reviewing the assumptions

andfinancialmodellingfor

the viability and going

concern assessments.

— Reviewing the Risk

Committee’s assessment of

principal and emerging risks.

— Assessing and approving

management’s updated

Group internal control

framework.

— Reviewingtheeffectiveness

of internal controls.

— Reviewing management’s

work on improving the

design and operation of

financialcontrols,including

the introduction of

MicrosoftDynamics365.

— Assessing and approving

the updated Internal

Auditstrategy.

— Agreeing the scope and

resourcing of Internal

Audit’s work.

— Evaluating Internal Audit’s

findingsandmonitoring

theresponsesfrom

management.

— Conducting a review

ontheeffectivenessof

Internal Audit.

— ReviewingEY’sauditplan,

including its scope and

methodology,aheadofthe

FY2025audit.

— DiscussingwithEYits

progressandfindings

throughout the audit.

— Conducting a review on the

effectivenessofEYandits

audit process.

— Reviewing any non-audit

services and the

corresponding policy.

External reporting

TheCommitteeregularlyreviewssignificantfinancialreportingissuesandjudgementsmadeinpreparingthefinancialstatements,

preliminaryannouncementsandtradingupdates.TheCommitteealsocarefullyconsidersthefullAnnualReport.Inallinstances,

theCommitteeprovidesitsopiniontotheBoardandmakesrecommendationsforapprovalasappropriate,inlinewithitsterms

ofreference.

The Committee’s work this year on these areas of external reporting is set out below.

Significant accounting judgements and estimates

Cash flow hedges

Description Our review and conclusions

MostoftheGroup’ssalesaregeneratedoutsidetheUK.

Thismeansmostinvoicesto,andpaymentsfrom,customersare

inforeigncurrency.Forwardcurrencycontractsarethereforeused

tomanagetheeffectonrevenueofmovementsintheGroup’sthree

mostsignificanttradingcurrencies.

Where these contracts are designated as hedges of future cash

flows(andsointendedbymanagementtobeeligibleforhedge

accounting),thehedgeditemisalayercomponentofforecast

salestransactions.Managementneedstoestimateboth‘more

likelythannot’and‘highlyprobable’revenueforecaststo

determinethecorrectaccountingtreatment.

Ifcontractsarenolongereligibleforhedgeaccounting,

futuremovementsinthefairvalueofthesecontractswouldbe

recognisedthroughtheConsolidatedincomestatement,rather

thanOthercomprehensiveincomeandexpense.

Managementpresentedrevenueforecasts,including‘more

likelythannot’and‘highlyprobable’levels,atBoardmeetings.

Wediscussedtherationaleforthe‘morelikelythannot’and

‘highlyprobable’levels,andtheassumptionsusedingenerating

theforecasts.

WealsoconfirmedwithmanagementthatitusedtheseBoard

approvedforecaststosupportthehedgeaccountingtreatment,

andagreedwithmanagement’sconclusionthatthecontracts

designatedashedgesoffuturecashflowswereeligiblefor

hedgeaccounting.

Renishaw plc Annual Report 2025

Research and development projects

Description Our review and conclusions

TheGroupundertakesasignificantamountofR&D

workeachyear,andtwokeydecisionsareneededto

determine the appropriate accounting treatment for

related costs.

Thefirstdecisionisajudgementastowhether

expenditure during the year on R&D activities meets

therequirementforthisexpendituretobecapitalised.

Theseconddecision,forprojectsthathavemetthe

criteriaforcapitalisation,istoestimatethediscounted

futurecashflowsoftheprojectandcomparethistoits

capitaliseddevelopmentcosts.Ifthefuturecashflows

arelowerthanthecapitaliseddevelopmentcost,

animpairmentshouldberecognised.

Wereviewedthecostsoftheprojectscapitalisedintheyear,andagreed

thattheyhadbeencapitalisedattheappropriatepointintheirdevelopment.

Wealsoreviewedthediscountedfuturecashflowsfortheseprojectsandthe

onesthathadpreviouslybeencapitalised,togetherwiththekeyassumptions

behind these forecasts. We then reviewed the headroom between the

capitalisedcostsandthediscountedfuturecashflows,andagreedwith

management’sassessmentthatanimpairmentof£1.8mwasneededfor

twoprojectsgivenreductionsintheirexpectedfuturecashflows.

Goodwill

Description Our review and conclusions

Where the Group recognises goodwill from the

acquisitionofabusiness,anestimateofthe

discountedfuturecashflowsofthisbusiness

(representinga‘cash-generatingunit’)isneeded.

Thisiscomparedtothecarryingvalueofgoodwill,

toidentifywhetheranimpairmenttogoodwillis

needed.At30June2025,goodwilltotalled£10.9m.

Therearethreemaincash-generatingunits(CGUs)forwhichgoodwillis

recognised,relatingtotheacquisitionsofitpGmbH,RenishawMayfieldS.A.

andRenishawFixturingSolutionsLLC.

WereviewedthediscountedfuturecashflowsfortheseCGUs,andthekey

assumptions behind these forecasts. Included in this was a review of

management’s previous forecasts and how they compared to actual results.

We then reviewed the headroom between the capitalised costs and the

discountedfuturecashflows,andagreedwithmanagement’sassessmentthat

noimpairmentwasneeded.

Inventories

Description Our review and conclusions

TheGroupholdsasignificantamountofinventory

(£159.5mat30June2025).Estimatesoffuture

demand are used to determine the provision needed

forslow-movingandpotentiallyobsoleteinventory,

sothatinventoryisappropriatelyvaluedatthelower

of actual cost and net realisable value.

At30June2025,theinventoryprovisionwas£29.4m.

Wereviewedtheyear-endprovisioninbothabsolutetermsandasaproportion

ofgrossinventory,andalsocomparedthistopreviousperiods.

Wealsochallengeddifferencesbetweensubsidiariesandaskedmanagement

toprovidemoredetailedreportingandanalysistounderstanddifferences.

Overall,weconcludedthattheprovisionwasappropriate.

Uncertain tax positions

Description Our review and conclusions

TheGroupissubjecttoarangeoftaxlegislationthat

variesbyjurisdictionandcanbecomplex,whilethere

can be uncertainties arising from tax-related case law.

Therearecaseswherejudgementneedstobe

appliedwhethertorecogniseataxliability.

We reviewed management’s assessment of tax risks and conclusions on uncertain

taxpositions,anddiscussedmanagement’staxgovernanceframework.

We also reviewed where external advisors were used to ensure that management

had sought appropriate advice.

We agreed with management’s assessment that provisions for tax liabilities of

£9.2mwererequired,withanadditional£4.9mininterestthereon.

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Audit Committee Report continued

Defined benefit (DB) pension schemes

Description Our review and conclusions

Todeterminethevalueofthedefinedbenefit(DB)

pensionschemes’liabilities,managementneedsto

estimate the present value of the future obligations.

Assumptionsofdiscountrates,inflationratesand

mortality rates are used in this estimate and are

determined by management in consultation with

independent actuaries.

Management also needs to determine the appropriate

accountingtreatmentforpastservicecosts.

Wereviewedtheassumptionsofdiscountrates,inflationratesandmortalityrates,

includingthemovementinthesesinceFY2024.Wealsoconfirmedwith

management that these assumptions had been determined in consultation with

independent actuaries.

Wealsoreviewedmanagement’saccountingtreatmentformattersthatmayaffect

pastservicecosts,includingdiscussingprofessionaladviceobtainedby

management. We agreed with management’s conclusion that:

— acontingentliabilityshouldbedisclosedrelatingtoacourtcaseintheUK

relatingtocontracted-outDBrights;and

— a contingent liability should be disclosed relating to the potential liabilities

arisingfromadefinedcontribution-underpindraftingissueintheUKDB

scheme trust deed.

Duringtheyear,apensionschemewhichwasbelievedtobeadefined

contributionschemewasfoundtobeadefinedbenefitscheme.TheCommittee

reviewed management’s new treatment of the German pension scheme and

agreedwiththeconclusionthatitisadefinedbenefitschemeandapriorperiod

error. The Committee also challenged management on the root cause of this issue

and believe that this is a nuanced and isolated matter.

Employee benefits

Description Our review and conclusions

Duringtheyear,managementintroducedan

operatingcostreductionprogramme,whichincluded

redundancyprogrammesintheUKandIreland.

Judgement was needed to determine when any

associated termination payments to employees

should be recognised.

Wereviewedmanagement’sassessmentoftheterminationpayments,including

reviewingdifferencesintheaccountingconsiderationsdependingonlocation,

timing,andtype(i.e.voluntaryorcompulsoryredundancy).

Weagreedwithmanagement’sassessmentthattheterminationbenefitsshould

berecognisedinFY2026.

Adjusting items in Alternative Performance Measures (APMs)

Description Our review and conclusions

TheGroup’sAPMpolicyallowsforspecificitems

tobeexcludedfromAPMs,andalsoforother

‘infrequentlyoccurringevents’thatcansignificantly

affectprofitandearnings.Thisyear,management

neededtoapplysignificantjudgementindetermining

whichitemsshouldbe‘adjustedfor’intheAPMs.

Wereviewedmanagement’streatmentofsignificanteventsduringtheyear,

includingwhethertheywere‘infrequentlyoccurring’andwhethertheysignificantly

affectprofitandearnings.Wealsoreviewedwhethertheadjustingitemsmetthe

principlesoftheGroup’sAPMpolicy.

Weagreedwithmanagement’sassessment,withthe‘adjustingitems’shown

onpage159.

Going concern and viability

TheCommitteereviewedthefinancialmodellingundertaken

bymanagementandusedbytheBoardinmakingitsgoing

concern and viability assessments. This review included

assessing the basis of the severe but plausible downside

scenariosandhowtheyaddressedtheprincipalrisks,andthe

key assumptions and main mitigating actions included in each

scenario.Weconfirmedwithmanagementthatcashbalances

were positive in each month in the assessment period. We also

reviewed the reverse stress tests that management had prepared

for the period to 30 September 2026 and 30 September 2028

forgoingconcernandviabilityrespectively,notingthatthe

sustainedfallsinrevenue(andthereforeprofitandoperating

cashflows)inthereversestresstestsaresolowastobe

highlyunlikely.

TheCommitteealsotookintoconsiderationthelackofsignificant

externalborrowing,theabsenceofcovenantsandthecurrent

tradingperformanceoftheGroup.Overall,theCommittee

concluded that the use of the going concern basis for preparing

thefinancialstatementsisappropriate,andsupportedthe

viabilityassessmentthattheBoardreviewedandauthorised.

Accounting policies and disclosures

TheCommitteereviewedsignificantaccountingpoliciesand,

asnotedearlier,challengedmanagement’sapproachto

inventory accounting and tax provisioning. The Committee

alsoreviewedmanagement’sapproachtopresentationand

disclosures,includingtheappropriatenessoftheAlternative

PerformanceMeasures(APMs).

Renishaw plc Annual Report 2025

Risk management and internal controls

The Board has overall responsibility for the Group’s approach to

risk management and internal control. The Risk Committee has

operationalresponsibilityforriskmanagement,andtheBoard

has delegated responsibility to the Audit Committee for the

oversightofthisworkandtheeffectivenessofinternalcontrols.

Risk management

Asexplainedinmoredetailonpage16,theRiskCommitteehas

developedtheGroup’sriskmanagementframeworkinFY2025.

TheAuditCommitteereviewedthesechangesintheyear,and

alsoconsideredandendorsedtherevisedprincipalrisks,

concurring with the Risk Committee’s conclusions.

Internal controls

The Group’s systems and processes are designed to provide

reasonable but not absolute assurance of:

— mitigation of risk that might cause a failure of business

objectives;

— reducedriskofmaterialmisstatements,errorsorlosses;

— safeguardingassetsagainstunauthoriseduseordisposal;

— maintenance of proper accounting records and the reliability

offinancialinformationusedwithinthebusinessfor

publication;and

— compliance with applicable laws and regulations.

Internal controls are embedded throughout the business’s

systems,whiletheCodeofConductexplainshowweexpect

ourpeopletobehavewithhonestyandintegrityandspecifies

requirements on topics such as trade controls and legal

compliance. Everyone in the business undertakes relevant

trainingandassessmentwithinthreemonthsofjoiningRenishaw.

We further embed our expectation of people’s behaviour by

having integrity as one of our values.

Onaday-to-daybasis,managementisresponsiblefor

implementing internal controls. The Group Internal Control

Manualsetsoutkeyfinancialprocessesandcontrols,mainly

aimedatfinancialmanagementandfinancialreporting.The

manual is available to all employees and the Internal Audit team

tests subsidiary compliance with these controls during its audit

work. Self-assessment of compliance with the Group’s policies

andhigh-levelcontrolsiscertifiedbyeachGroupcompany

onanannualbasis,inadditiontoself-assessmentsonkey

financialcontrols.

TheCommitteeoverseestheeffectivenessofothermaterial

controls,includingoperationalandcompliancecontrols,

throughprincipalriskownersprovidingself-assessments

totheCommitteethattheyarenotawareofanysignificant

deficienciesinthekeycontrolsfortheirrespectiverisks.

Duringtheyear,managementdevelopedtheGroupinternal

controlframework,focusingonaccountabilitythroughoutthe

organisation and appropriate levels of resourcing. This will result

inmorestandardisedreportingofnon-financialrisksandcontrols

inFY2026,astheBoardpreparesforthedeclarationofthe

effectivenessofmaterialcontrolsinFY2027.

Climate risk and Climate-related Financial Disclosures

The Committee reviewed this year’s Climate-related Financial

Disclosures reporting. This included receiving an update from

the ESG Committee on its review process and reviewing

management’s work in assessing the impact of climate change

onthefinancialstatements.

Fair, balanced and understandable assessment

TheAuditCommitteereviewedwhethertheFY2025Annual

Report,takenasawhole,wasfair,balancedand

understandableandalsowhetheritprovidedtheinformation

necessary for shareholders to assess the Company’s position

andperformance,businessmodelandstrategy.Inmakingits

assessment,theCommitteeconsidered:

— thetimetablefortheproductionoftheFY2025AnnualReport;

— the use of corporate reporting specialists to support the

development of the Strategic Report and Corporate

GovernanceReport;

— thatthefair,balancedandunderstandablerequirements

wereakeypartoftheAnnualReportprojectteam’sfocus;

— the involvement of senior management and the Board in

preparingandreviewingtheAnnualReport,andexplicitly

askingwhethertheyfeltthattheAnnualReportwasfair,

balancedandunderstandable;and

— theengagementofourremunerationandlegaladvisers,

andcorporatereportingspecialists,inreviewingthe

AnnualReport.

Followingitsreview,theAuditCommitteeconfirmedtothe

BoardthattheFY2025AnnualReportwasfair,balanced

andunderstandable,andtheBoard’sstatementissetout

onpage106.

FRC review

Duringtheyear,theFRCcarriedoutareviewoftheFY2024

Annual report and accounts. The Committee was pleased that

no questions or queries arose from this review.

The FRC’s review was based solely on the annual report and

accountsanddoesnotbenefitfromdetailedknowledgeofthe

business or an understanding of the underlying transactions

enteredinto.Itwas,however,conductedbystaffoftheFRC

whohaveanunderstandingoftherelevantlegalandaccounting

framework. The review provides no assurance that the annual

reportandaccountswerecorrectinallmaterialrespects;the

FRC’s role is not to verify the information provided to it but to

consider compliance with reporting requirements.

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Independence and objectivity

BoththeGroupandEYtakeactiontoensurethatEYis

independentandobjective.TheGrouphasanon-auditservices

policy,whichwasreviewedduringtheyeartoconfirmits

continued appropriateness. Some non-audit work is permitted by

the policy in line with the FRC’s Guidance on Audit Committees

and the requirements of the FRC’s Revised Ethical Standard 2019.

EYrequiresnon-auditworktobeapprovedbytheGroup’slead

auditpartnerbeforetheworkstarts;approvalisnotgrantedifthe

lead audit partner concludes there is a risk to the independence

andobjectivityoftheaudit.SeparationofEY’sspecialistteams

also ensures that members of the audit team do not perform

non-audit work for the Group.

Thisyear,EY’sfeesfornon-auditworkwere£33,000.Thiswas

for four engagements: Wotton Travel Limited’s annual ABTA

reporting,ataxassuranceengagementforRenishawMetrology

SystemsLimitedasrequiredbylocallaw,alimitedstatutory

examinationforRenishawAG,andreviewproceduresforVAT

s56acertificationforRenishawIrelandDAC.

Quality and effectiveness

The external auditor is invited to attend our Audit Committee

meetings and report its plan for the full-year audit and interim

results review. The Committee chair meets with the lead audit

partner on a regular basis. The Committee meets with the lead

auditpartneratleastannually,withoutmanagementpresent,

toallowbothCommitteemembersandtheexternalauditorto

raise any issues directly.

The FRC’s Audit Committees and the External Audit: Minimum

Standard(theStandard)setsouthowtheCommitteeshould

assesstheeffectivenessoftheexternalaudit,inthecontext

oftheGroup’scircumstances.TheCommittee’sreviewofthe

effectivenessoftheFY2025externalauditreflectsthepoints

thataCommitteeshouldundertakeinlinewiththeStandard,

andconsidered:

— thequalityandscopeofEY’sauditplan,andanevaluation

ofdeliveryandperformanceagainsttheplan;

— EY’sidentifiedriskstoauditqualityandhowthesehad

beenaddressed;

— theskills,mindset,efficiencyandperformanceofthe

auditteam;

— thecommunicationbetweentheGroupandEY;

— EY’sunderstandingoftheGroup’sbusinessandindustry

sector;and

— theFRC’sAuditQualityInspectionandSupervisionreport

intoEY,publishedinJuly2024.

TheCommitteealsoconfirmsthatithasmetalltherelevant

requirementsoftheStandardinFY2025.

Afterconsideringthesematters,theCommitteewassatisfied

withtheeffectivenessoftheexternalauditprocessand

recommendedtotheBoardthatEYbereappointedatthe

Company’s AGM on 26 November 2025.

Juliette Stacey

Chair of the Audit Committee

17 September 2025

Whistleblowing

The Committee has oversight of the Group’s whistleblowing

process.Thisissetoutinmoredetailonpage67,withthe

Committeereviewingsignificantwhistleblowingincidentsand

their outcomes.

Internal audit

InternalAuditworkisperformedin-house,ledbytheGroup

Internal Audit Manager. The Audit Committee agrees this team’s

workplanatthestartofeachfinancialyearandchecksprogress

againstthisplanduringCommitteemeetings.

TheInternalAuditstrategywasupdatedintheyear,which

includes a wider future remit across all business risks. During the

year,theInternalAuditteamreviewedpricinganddiscounting,

production planning processes and modern slavery compliance.

The Committee also reviewed compliance with the updated

GlobalInternalAuditStandards,whichwereeffectivefrom

January2025,andwassatisfiedthatthefindingsofthegap

analysis are incorporated in the updated strategy.

The Committee receives reports on audit work completed and

discussesareasofsignificanceintheauditfindings.Ateach

Committeemeeting,theGroupInternalAuditManagerprovides

updatesontheresponsestothefindingsfromlocalteams.

Attheendofeachfinancialyear,theCommitteeassesses

InternalAudit’seffectiveness,consideringifitsworkwas

effectivebyreviewingthevolume,ageandseverityoffindings,

and then provides feedback to the Group Finance Director.

The Audit Committee also reviews the responses to

questionnaires completed by those teams audited in the year.

Overall,theCommitteeagreedthatthisyear’sInternalAudit

workwasconsistentandcomprehensive.

External audit

Appointment, reappointment and tendering

EYwasfirstappointedasourauditoratour2016AGM,and

there have been two audit engagement partner rotations since

then. We consider that the Company has complied with the

Competition and Markets Authority’s Statutory Audit Services

Orderforthefinancialyearunderreview.

WewillbecarryingoutatenderprocessduringFY2026

aheadoftheFY2027audit.Asnotedinthefollowingsections,

theCommitteeissatisfiedwiththeexternalauditor’s

independence,objectivityandeffectiveness,andconsiders

thisproposedtendertimelinetobeinthebestinterestsofthe

Company’s shareholders.

Audit Committee Report continued

Renishaw plc Annual Report 2025

Underourpolicy,significantproportionsoftheannualbonus

award for Executive Directors are made in deferred shares that

vestafterthreeyearsandaresubjecttoclawbackandmalus

provisions.ForAllenRoberts,50%oftheawardwillbemade

inshares;forWillLee,thedeferredelementishigherat62.5%

oftheaward.Also,halfoftheshareawardtoWillhasadditional

conditions(‘enhancedrecoveryprovisions’),whichgivethe

abilityfortheCommitteetousediscretiontoreduce(including

tonil)futurevestingofallorsomeoftheseshares.Wewill

considerthisattheendofthethree-yearvestingperiod,andthis

willbeasubjectiveassessmentbytheCommittee,considering

bothbusinessandpersonalperformanceoverthethree-year

period. Our intention would be to exercise this discretion

judiciously:itisdesignedtoensurethatamountscanbe

recoverediftheyarenotafairreflectionoftheunderlying

performanceofthebusinessoverthenextthreeyears.

The bonus for the Senior Leadership Team is aligned with

thatoftheExecutiveDirectors,buttheycanearnanawardon

strategicobjectivesiftheprofitthresholdisnotmet.ForFY2025,

inlinewiththeExecutiveDirectors,theawardwillbe41.2%of

total bonus opportunity.

FY2025 employee bonus awards

Asisourusualpractice,apercentageofourannualprofithas

been set aside to invest in bonus awards for eligible Renishaw

employees.Awardsdependonseniorityandperformance,

withtheUKminimumawardthisyearbeing£900(prorated).

OurAdjustedPBTforFY2025washigherthanFY2024,sothe

averagebonusawardthisyearishigherthanitwaslastyear.

Executive Director changes

Weannouncedon21August2025that,afteracareerofmore

than46yearswithRenishaw,AllenRobertsagreedwiththe

Board that he will step down from his position as Group Finance

Directorwitheffectfrom26November2025.Aprocesshas

commencedtorecruitapermanentChiefFinancialOfficer.

Moreinformationonthiswillbeprovidedinduecourse.Allen

willremainasanemployeeoftheCompanyuntil31December

2025tofacilitateaneffectivetransitionofresponsibilities.

As Allen Roberts served as Group Finance Director for the

entiretyofFY2025,theremunerationheearnedforFY2025is

disclosedinthesingletotalfiguretableonpage95.Detailsof

the remuneration payments made or to be made to Allen Roberts

in connection with his agreed departure terms are set out

onpage97.

Introduction

OnbehalfoftheBoard,IpresentourDirectors’Remuneration

ReportforFY2025.TheDirectors’RemunerationReport,

excludingthePolicysummary,issubjecttoanadvisory

shareholder vote at our 2025 AGM.

Remuneration in context of performance for

FY2025 and the wider workforce

Wehavehadapositiveyear,againstabackdropofmixed

tradingconditions,withincreasedrevenueandAdjustedprofit

beforetax(PBT).Solidprogresshascontinuedagainstthe

strategicobjectives,particularlyonproductinnovation,with

threemajorproductlaunches;andonpeople,withareduction

inemployeeturnoverandpositiveemployeeengagementscores.

We have continued to invest in wider employee pay to ensure

that,havingmademajorstridesinimprovingourcompetitiveness,

we do not fall back. The improvement in our gender pay gap

duringFY2024waspleasingtosee,withthemeangenderpay

gapreducingforthesixthyear.Wemadethedifficultdecision

attheyearendtoimplementanoperatingcostreduction

programme,involvingvoluntaryandcompulsoryredundancies,

to ensure that we can continue to pay competitively and attract

talent,whilemanagingourpeoplecosts.

A full explanation of the way the Committee took into account

remuneration for the wider workforce is given on page 92.

FY2025 annual incentive outcome for

ExecutiveDirectors

This year’s annual incentive was made up of two elements:

afinancialelementworth80%awardedagainstAdjustedPBT

targetsand20%againststrategicobjectives.Thestrategic

objectivesaresetbasedonthetargetsagreedfortheExecutive

Committee as a whole and these include matters relating to

innovation,environmentandsocial,andgovernanceand

operations. They are all linked to the strategy and values

oftheGroup,whichunderpinourcultureanddrivebehaviours

consistentwithourpurpose.Whensettingtargets,the

Committee is aware of the possibility of inadvertently motivating

irresponsiblebehaviour,sosetsthetargetframeworkwiththis

inmind.FortheExecutiveDirectors,thestrategicobjectives

elementonlypaysoutifthethresholdleveloffinancial

performance is met.

FY2025hasbeenapositiveandprofitableyear.Achieving

anAdjustedPBTof£127.2mhasresultedina26%award

(ofapossible80%)underthefinancialelementfortheExecutive

Directors. Having considered performance against the strategic

objectives,theCommitteeagreedanawardof15.2%ofthe

20%available.TheoverallawardforFY2025istherefore41.2%

ofmaximum.Aftertwoyearsofnoawardbecausetheprofit

thresholdwasnotachieved,theCommitteewaspleasedthat

theperformancedeliveredinFY2025resultedinanawardbeing

earnedandjudgeditappropriatefortheyear'sperformance:

asaresult,nodiscretionwasexercised.Fulldetailsoftargets

andperformanceareexplainedintheAnnualReporton

Remuneration on page 96.

Directors’ Remuneration Report

Committee Chair’s statement

Renishaw plc Annual Report 2025

GOVERNANCE REPORTGOVERNANCE REPORT

GOVERNANCE REPORT

Directors’ Remuneration Report continued

TheSeniorLeadershipTeamwillhavethesameAdjustedPBT

targetsandstrategicobjectivesastheExecutiveDirectorsto

ensure everyone is working to the same targets. The strategic

objectivesforFY2026represent20%oftheannualincentive

opportunity,toalignexecutiveremunerationwithdeliveryof

theGroupstrategy,andarelinkedtothevaluesoftheGroup

thatunderpinourcultureanddrivebehaviours.Thestrategic

alignmentofeachelementofpayissetoutinthefullPolicy

andsummarisedonpages93to94.

Committee effectiveness

TheCommitteerevieweditseffectivenessthroughaninternal

processthisyear,agreeingthatithadoperatedeffectively

duringtheyear.FY2026,ourpolicyreviewyear,willbepivotal

indesigningapolicythatenablesustoattractandretain

executives and aligns with shareholders and the business

strategy. We reviewed and agreed the terms of reference.

Looking ahead – key focus areas for

theCommittee

FY2026isthefinalyearforimplementingourRemuneration

Policyagreedbyshareholdersin2023.Inlinewiththestandard

cycle,wewillbetablinganewPolicytoshareholdersatourAGM

in2026.Overthecomingmonths,wewillbeconductingafull

reviewofourexistingPolicy,withafocuson:

— whether our overall remuneration policy continues to align

toourbusinessmodel,specificallyonrewardinglong-term

valuecreation,researchinvestmentandproductinnovation;

— theeffectivenessofthepolicyingeneratingsharealignment

withintheseniorleadership;and

— the consistency of application of the policy across the senior

leaders,reducingvariancesbetweenExecutiveDirectorsand

the wider Senior Leadership Team.

We remain committed to a responsible approach to executive

pay,ensuringeffectivealignmentwithdeliveryofthebusiness

strategy and the shareholder experience. It is vital that a future

policy is capable of attracting and retaining quality leadership

talentinRenishaw,includingtheappointmentofanewChief

FinancialOfficer.Ilookforwardtoengaginganddiscussing

whatweareconsideringwithshareholderstoevolveourthinking

as a Committee.

OnbehalfoftheCommittee,Ithankyouforyourcontinued

support.IwillbeattendingtheAGM,butifthereareany

questionsoryouwishtogivefeedback,pleasecontactmevia

CompanySecretary@Renishaw.com.

Catherine Glickman

Chair of the Remuneration Committee

17 September 2025

Employee engagement

I act as the employee engagement ambassador and have

attended meetings with HR and members of the Senior

Leadership Team during the year to hear feedback received

fromconsultationsandengagementonrewardinitiatives.

Ihavealsobenefitedfromreviewingtheresultsofouremployee

engagementsurvey,whichindicateabove-averageengagement

across the Group.

Duringtheyear,Imetwithemployeesfromdifferentstages

oftheircareerswithinRenishaw:thisincludedgraduatesand

apprenticesinourmanufacturingdivisions,womenatmid-stages

intheircareerstounderstandtheirdevelopmentopportunities,

and senior leaders in a mentoring role. I visited the manufacturing

divisiontomeettheleadersofdifferentdivisionsinNewMills,

WoodchesterandMiskin,togetherwithvisitstoourPosition

Measurement product group to understand the ASTRiA inductive

encoderaheadoflaunchandtheworkwearedoingin

understanding disruptive technology. This engagement has

provided me with the background and context required to help

shape the reward framework for the Executive Directors and

senior management.

Our approach to remuneration for FY2026

RemunerationinFY2026willbebasedonthePolicyas

approved by shareholders in November 2023.

Base salary

Salaries were reviewed in November 2024 and increases

wereeffectivefrom1January2025:WillLeereceivedan

increaseof3.5%(to£764,530)andAllenRobertsreceived

anincreaseof2.7%(to£482,750).Thiswasslightlylower

thantheaverageincreaseeffectiveJanuary2025forthe

widerworkforceat4%.

DuringFY2025,SirDavidGrantwasappointedasInterim

Non-executiveChairandhisfeewasagreedas£325,000.

TheDeputyChairmanandotherNon-executiveDirectors

alsoreceivedfeeincreasesof4%,assetoutonpage94.

BasesalarieswillbereviewedinNovember/December2025,

withanyincreaseforWillLeeeffectivefromJanuary2026and

madewithreferencetothewiderlevelofpayinvestmentto

UKbasedemployeesinlinewithouragreedPolicy.

Annual incentive opportunity

We continue to operate a simple remuneration framework that

waswidelysupportedby95.5%ofourshareholdersatthe2023

AGM.ForFY2026,themaximumopportunitywillcontinuetobe

200%ofsalaryfortheChiefExecutiveOfficer.Atotalof62.5%

ofthebonusearnedwillbedeferredintosharesforthreeyears,

withhalfofthosedeferredsharesbeingsubjecttotheenhanced

recovery provisions (as set out in last year’s Directors’

RemunerationReport).Thiswillensureretentionandstrong

alignment with the experience of shareholders. Allen Roberts will

notparticipateintheannualincentivearrangementsforFY2026.

Committee Chair’s statement continued

Renishaw plc Annual Report 2025

Advisers

The Committee uses independent advisers as needed and our

currentadviserisDeloitteLLP(Deloitte).Deloitteisafounder

memberoftheRemunerationConsultantsGroupand,assuch,

voluntarily operates under the code of conduct in relation to

executiveremunerationconsultingintheUK.TheCommittee

hasundertakenareviewandcontinuestobelievethatthe

advicereceivedfromDeloitteisobjectiveandindependent

andissatisfiedthatDeloittedoesnothaveanyconnections

withtheCompanyoranyindividualDirectorsthatmayimpair

itsindependence.

Total professional fees and expenses paid to Deloitte for advice

receivedwas£22,100.

Deloitte was appointed by the Committee in March 2021

following a competitive tender process and has provided other

remunerationandtaxadviceduringFY2025.

Key activities

Governance

— ReviewedtheoutputfromtheFY2024effectivenessevaluation.

— TookpartintheFY2025effectivenessevaluation.

— Reviewed and approved the Directors’ Remuneration Report.

Remuneration Policy and its operation

— Approved the Executive Directors’ and Senior Leadership

Teamsalaries.

— Consideredtheachievementofthefinancialandstrategic

objectivesforFY2025andapprovedtheoutcomesforFY2025.

— Approved the wider employee pay review.

— ApprovedthestructureoftheannualbonusplanforFY2026

and associated targets.

— ConsideredtheDirectors’RemunerationPolicy,agreeing

nochangesforFY2026andafullreviewduringFY2026.

People

— Conducted a wide review of the elements of remuneration

available to the wider workforce.

— Reviewed employee turnover statistics.

— ApprovedpeopleobjectivesforFY2025.

— Reviewed the gender pay gap statistics.

— ApprovedtheemployeebonusproposalforFY2025.

Committee meeting attendance record

Committee member Attended

CatherineGlickman(Chair) 6/6

Juliette Stacey 6/6

Stephen Wilson 6/6

ProfessorDameKarenHolford 5/6*

*ProfessorDameKarenHolfordwasunabletoattendoneCommitteemeeting

due to an unavoidable commitment.

What does the Committee do?

The Committee is responsible for setting competitive

remunerationarrangementsandincentivestructuresthatattract,

retain and motivate talented people. These responsibilities are

setbytheBoardandformallyrecordedinthetermsofreference,

which are available on the Company’s website at

www.renishaw.com/corporategovernance.

Specifically,theCommitteeisresponsiblefor:

— designing the framework and policy for executive

remuneration;

— determining the remuneration for each of the Executive

Directorsandotherseniormanagement;

— ensuringthatsuitablefinancialandstrategicobjectives

underpin reward structures and encourage strong

performance;and

— reviewing workforce remuneration and related policies.

Toavoidduplication,thetablebelowcross-refersto

disclosuresgivenelsewhereofhowwehavesoughtto

complywithprovision41oftheGovernanceCode.

Topic Page(s)

An explanation of the strategic rationale for executive

directors’remunerationpolicies,structuresandany

performance metrics.

89-90,

93-94

Reasons why the remuneration is appropriate using

internalandexternalmeasures,includingpayratios

andpaygaps.

98-99

Adescription,withexamples,ofhowtheRemuneration

Committee has addressed the factors in provision 40.

Whether the remuneration policy operated as intended

intermsofcompanyperformanceandquantum,and,

ifnot,whatchangesarenecessary.

What engagement has taken place with shareholders

and the impact this has had on remuneration policy

andoutcomes.

What engagement with the workforce has taken place

toexplainhowexecutiveremunerationalignswithwider

company pay policy.

89-90,

To what extent discretion has been applied to

remuneration outcomes and the reasons why.

n/a

Members

All members of the Committee are Independent Non-executive

Directors:CatherineGlickman(Chair),JulietteStacey,Stephen

Wilson and ProfessorDameKarenHolford.TheCommitteemet

sixtimesinFY2025andwesetoutinKeyactivitiesasummary

ofthetopicsdiscussedinthosemeetings.

DuringFY2025,KasimHussain,GroupGeneralCounsel&

CompanySecretary,actedassecretarytotheCommittee.

Executive Directors may attend Committee meetings by

invitation(toadviseontheremunerationandperformance

ofseniormanagementandtotakepartinspecificdiscussions),

althoughtheydonottakepartinanyspecificdiscussionsthat

directly relate to their own remuneration.

Committeemembers,advisersandmeetings

Renishaw plc Annual Report 2025

GOVERNANCE REPORTGOVERNANCE REPORT

GOVERNANCE REPORT

Directors’ Remuneration Report continued

Statement of consideration of shareholder views

The Committee values the insight received from its engagement

activities with our shareholders and takes all feedback received

seriously.InFY2025,onbehalfoftheRemunerationCommittee,

Catherine Glickman engaged with some of our largest

institutional shareholders and proxy voting agencies regarding

the decision to use some of the additional variable pay headroom

for Will Lee’s annual incentive opportunity. The conversations

held were constructive and all investors who responded to the

invitation to engage supported the changes. The Committee

intends to take into account the feedback received from our

shareholders during our review of the Directors’ Remuneration

Policy.TheCommitteeplanstoconsultourlargestshareholders

andproxyagenciesaspartofthisprocessandlooksforward

toreceivingfeedbackonourremunerationstructures.

Principles underlying our remuneration framework

OurexistingPolicy,approvedbyshareholdersinNovember2023,

complieswiththeGovernanceCode,includingprovision40,

asfollows:

Factor How did we address this factor?

Clarity and

simplicity

We operate simple and transparent reward

mechanisms that are well understood by our

investors and workforce. We consulted with

investorsinrelationtothePolicyandengage

withtheworkforceonremuneration–seepages

92and93.

Risk

Thereisamixoffixedandvariablepay,and

financialandstrategicobjectives.ThePolicy

maintainsrobustmeasurestomanageriskand

toensurealignmentwithlong-termshareholder

interestsincluding:(i)discretiontooverride

formulaicoutcomes;(ii)malusandclawback

provisions;(iii)aminimumshareholding

requirementandbonusdeferralintoshares;

and(iv)in-employmentandpost-employment

shareholding requirements.

Predictability

The charts on page 94 clearly show the amounts

that could be earned by the Chief Executive

Officerinthenextfinancialyear.

Proportionality

Thereisaclearlinkbetweenindividualawards,

delivery of strategy and Group performance.

Payoutsfromtheannualbonusrequireperformance

againststretchingtargets.TheCommitteeassesses

performanceholisticallyattheendoftheperiod,

taking into account performance against the

financialandstrategicobjectives.Thereisno

payoutifthethresholdfinancialobjectivesarenot

met. The Committee has full discretion to alter the

payout levels to ensure payments are

appropriately aligned with the underlying

Company and individual performance.

Alignment

withculture

The Committee ensures that targets for

performance-based remuneration are linked

totheKPIssetatBoardlevel.

ThestrategicobjectivesforFY2025aresetout

onpage96andarealllinkedtoourstrategyand

values,whichunderpinourculture.Theweighting

oftheFY2026strategicobjectives(20%)further

encourages the successful implementation of our

strategy and drives behaviours consistent with our

purpose,valuesandculture.

Statement of consideration of employment

conditions elsewhere in the Group

When the Committee makes decisions on Executive Director

pay,italsotakesintoaccountthepoliciesandpracticesinplace

for the wider workforce.

TheaveragebasesalaryincreaseawardedtoUKemployees

provides a guide when determining the salaries of the Executive

Directors.TheCommitteealsoreviewstheremunerationpolicies

and,thisyear,undertookabroadreviewofeachelementof

remunerationavailabletothewiderUKworkforce.Thisallows

theCommitteetoensuresufficientalignmentbetweenthe

remuneration policies of the wider workforce and the Executive

Directors,andtosatisfyitselfthattheapproachtakenisfairand

reasonable based on market conditions and practice and in the

best interests of shareholders. It also gives additional context

formakinginformeddecisionsonexecutivepayandensures

performanceobjectivesarealignedwithourcultureandstrategy.

The Committee found that the broader framework was operating

wellandthattherewasaclear,progressiveapproachatall

seniority levels.

Torewardandrecogniseperformancethisfinancialyear,

eligibleemployeeswillreceiveanannualbonuspayingout

aUKminimumof£900(prorated).Overthepastthreeyears,

wehavefocusedonmodernisingourapproachtoemployeepay

and reward in response to employee feedback and a relatively high

attrition rate. This includes benchmarking our pay structure against

othercompaniesanddevelopingamoretransparentjob-grading

system and career framework. We have also established an

internalworkinggrouptofocusonkeyfactorslikepayequity,

transparencyandcompetitiveness,andonmonitoringourprogress

againstkeyactionsandtargets.Asaresultofthiswork,wehave

madesignificantinvestmentinemployeepaysince2023andsaw

areductioninourturnoverratein2024.Thisremainsanimportant

topicforusand,likeothercompanies,wehadtoadjustourFY2025

payreviewduetotheimpactoftheUKGovernment’sbudgetin

November2024.Nonetheless,wewillcontinuetostrengthenour

approachtoremunerationaspartofourwiderpeoplestrategy.

The Chair and Group Human Resources Director also regularly

update the Committee about feedback from engagement

activities,turnoverratesandreasonsforleavingsothatitremains

vigilant and can make informed decisions. More information on our

workinFY2025andprioritiesforFY2026isonpages89to90.

While the Executive Directors’ remuneration package is more

heavily weighted towards variable and share-based payments

comparedtoourwiderworkforce,theCommitteehasincreased

the alignment of our Senior Leadership Team remuneration

toshareholderintereststhroughourSeniorLeadershipTeam

AnnualBonusPlan.ThebonusfortheSeniorLeadershipTeam

isdeterminedbyperformanceagainstthesamemetricsasthe

ExecutiveDirectors.However,intheircase,wherethethreshold

leveloffinancialperformanceisnotmet,theyhavethe

opportunity to earn an award based on the achievement against

thestrategicobjectives.TheCommitteeisalsoinvolvedin

setting the remuneration for our Senior Leadership Team.

From1January2025,thepolicycoveringpensionarrangements

fortheExecutiveDirectorswasalignedwiththatfortheUK

workforceasawholeata9%contribution.

Committeemembers,advisersandmeetingscontinued

Renishaw plc Annual Report 2025

Summary of the Remuneration Policy and its implementation

Purpose and link to strategy Implementation in FY2025 Implementation in FY2026

Base salary

To provide a competitive

remuneration package to

motivate and retain Executive

Directors of the required

calibre to help the Group meet

itsobjectivestodeliverthe

Group’s strategy.

Salaries were reviewed in November 2024 and increases

wereeffectivefrom1January2025:WillLeereceived

anincreaseof3.5%(to£764,530)andAllenRoberts

receivedanincreaseof2.7%(to£482,750).Thiswas

slightlylowerthantheaverageincreaseeffective

January2025forthewiderworkforceat4%.

Will Lee’s salary will be reviewed in

November/December 2025 and any

changeswillbeeffectiveasof

1January2026.

Benefits

To provide market-competitive

benefitsthatmotivateand

retain Executive Directors and

enable them to give maximum

attention to their role.

Benefitsprovidedthisyearincludedacarallowanceand

private medical insurance. The total values are set out in

the Annual Report on remuneration on page 95.

NochangesareplannedforFY2026.

Pension

To provide a pension

contribution/allowance in line

with the wider workforce of the

home country of the Executive

Director and to motivate and

retain Executive Directors of

the required quality to meet

theGroup’sobjectives.

From1Julyto31December2024,WillLeeand

AllenRobertswereentitledtoreceivepension

contributionsorcashequivalentsequaltocontributions

available to long-serving employees. In line with the

Policy,from1January2025theywereentitledtoreceive

contributionsorcashequivalentsavailabletothemajority

oftheUKwiderworkforce.

NochangesareplannedforFY2026.

Annual incentive opportunity (comprising cash bonus and deferred equity awards)

Toincentiviseandreward

executionoftheGroup’s

objectives,reward

outperformance and

encourage Executive Director

share ownership.

ThemaximumopportunityforFY2025was150%of

salaryforAllenRobertsand200%ofsalaryforWillLee.

ForAllenRoberts,50%ofanybonusearnedwillbe

deferredintoshares,andforWillLee,62.5%ofany

bonus earned will be deferred into shares. Shares will

beawardedundertheDeferredAnnualEquityIncentive

Plan(DAEIP).

ForFY2025theincentivewasmadeupoftwoelements:

afinancialelementworth80%awardedagainstAdjusted

PBTtargetsand20%againststrategicobjectives.

FY2025AdjustedPBTwas£127.2m:thiswasabove

thethreshold,payingoutat26%ofthe80%maximum.

Strategicperformancewasstrong,withaformulaic

out-turnof15.2%ofapossible20%.Giventhehigh

weightingtowardsprofitdelivery,theoveralloutcome

wasanannualbonusawardof41.2%ofmaximum.

Seepage96forfulldetailsofthetargetsandawards.

NochangesareplannedforFY2026

forWillLee.

Themeasureswillcontinuetobe80%

awardedagainstAdjustedPBTand20%

againststrategicobjectives,whichthis

yearwillbefocusedonproductinnovation;

environmental,socialandgovernance,

including targets on Scope 3 emission

reductions;andoperationalexcellence,

including cash conversion. These drive

long-termgrowth,newproduct

development and our work on

sustainability,specificallyonour

environmentaltargets,andarealllinked

tothestrategyandvaluesoftheGroup,

which underpin our culture and drive

behaviours consistent with our purpose.

Allen Roberts will not participate in the

annualincentivearrangementsforFY2026.

RemunerationPolicy:ImplementationinFY2025andplanforFY2026

AheadoftheAnnualReportonremuneration,wehavesummarisedbelowthekeyremunerationoutcomesforFY2025,

thekeyelementsoftheRemunerationPolicyapprovedatthe2023AGMandhowweintendtoimplementthePolicyinFY2026.

TheCommitteeconfirmsthatthePolicyoperatedasintendedthroughoutFY2025.ThefullRemunerationPolicycanbefound

atwww.renishaw.com/en/financial-reports--22583.

TheCommitteedeterminedthe2023Policyafterreviewingtheimpactofthe2020Policy,keygovernancefactorsandmarket

practice,andaftertakingaccountofshareholderfeedbackreceivedintheconsultationcarriedoutinJune2023.TheCommittee

furtherreviewedthePolicyagainstthesixthemessetoutinprovision40oftheGovernanceCodeasdescribedonpage92.

Toensureconflictsofinterestaremanaged,theCommitteeensuresnoDirectordeterminesthePolicyregardingtheir

ownremuneration.

Renishaw plc Annual Report 2025

GOVERNANCE REPORTGOVERNANCE REPORT

GOVERNANCE REPORT

Directors’ Remuneration Report continued

Purpose and link to strategy Implementation in FY2025 Implementation in FY2026

Minimum shareholding guideline

Supports the alignment of

Executive Director and

shareholder interests.

Each Executive Director is expected to build up and

maintainalevelofshareownershipofatleast200%of

base salary. Will Lee and Allen Roberts have not yet met

theminimumshareholdingguideline(asshownbelow).

NochangesareplannedforFY2026.

Executive Directors’ shareholdings (as of 30 June 2025)

The table shows Executive Directors’ shareholding against the

minimum shareholding guidelines of 2× salary. In line with the

Policyapprovedatthe2023AGM,sharessubjecttoDAEIP

awards(whicharesubjecttocontinuedemploymentbutnot

toanyfurtherperformanceconditions)counttowardsthe

guidelinesonanet-of-assumed-taxbasis.Bothareinthe

processofbuildingtotheirminimumshareholding.

Executive Directors (as of 30 June 2025)

Will Lee Allen Roberts

Shares 14,130 10,427

SharessubjecttoDAEIPawards

(netofassumedtax) 7,591 5,013

Actual(×salary)* 0.813 0.915

*Calculatedbasedonannualisedsalaryasat30June2025andbyreferenceto

theclosingsharepriceon30June2025(2,860p).

Post-employment shareholding policy

Supports the principle of

long-term share ownership

and alignment of interests

withshareholders.

Executive Directors will be required to maintain a personal shareholding in Renishaw at a level of at least

the lower of their actual shareholding and the level of their minimum shareholding guideline for one year

aftertheystepdownfromtheBoard,and50%ofthatlevelforanotheryear.

Non-executive Directors' fees

To provide a competitive fee to

attract and retain Non-

executive Directors of the

required calibre to meet the

Group’sobjectives.

Basicfeesweresubjecttotheaggregatelimitsetin

accordancewiththeCompany’sArticlesofAssociation,

as amended by shareholder approval from time to time.

Fees were reviewed in November 2024 and increased

by4%to£81,900witheffectfrom1January2025.There

wasnoincreasetoSirDavidGrant’sfeeof£325,000.

None of the Non-executive Directors received any

additional fees or bonuses.

Fees will be reviewed in November/

December 2025 and any changes will

beeffectiveasof1January2026.

Minimum

100%

854

On-target

53%

47%

1,619

Maximum

36%

64%

2,383

Annual incentive opportunity

Minimum remuneration

Will Lee

0 300 600 900 1,200 1,500

£’000

Base salary Taxable beneﬁts Pension Bonus

752 8322 619

476 5220 294

721 7921

459 5020

2024

2025

Allen Roberts Group Finance Director

2024

2025

Will Lee Chief Executive Oﬃcer

Total remuneration

Bar chart A below

showsacomparisonofthe

Executive Directors’ total

remuneration (including

abreakdownofthecomponents)

forFY2025andFY2024.

Illustrations of application of Remuneration Policy in FY2026 (£’000)

ThebarchartlabelledBbelowforWillLeeshowsremunerationforthefinancialyearending30June

2026underdifferentperformancescenarios:(i)theminimumremunerationpayableinrespectofsalary,

benefitsandpension;(ii)theremunerationpayableifperformanceisontargetandinlinewiththe

Company’sexpectations;and(iii)theremunerationpayableifthemaximumcashbonusanddeferred

annual equity incentive is payable.

Note that deferred equity incentive plan awards granted in a year will not normally vest until the third

anniversaryofthedateofgrant,andtheprojectedvalueexcludestheimpactofsharepricemovement.

AsWillLeeisnotinreceiptofalong-termincentive,thefourthscenariounderthereportingregulations

(requiringtheimpactonthevalueoflong-termincentivesof50%sharepricegrowthoverthe

performanceperiod)isnotshown;thisisunchangedfromthethirdscenarioabove.

RemunerationPolicy:ImplementationinFY2025andplanforFY2026continued

Renishaw plc Annual Report 2025

ThissectionofthereportsetsouttheremunerationoftheDirectorsinFY2025.DetailsofhowtheCommitteeintendstoimplement

theRemunerationPolicyforFY2026aresetoutonpages93and94.DuringFY2025,thePolicyoperatedasintendedinterms

ofperformanceandquantum.Theinformationonpages95to101hasbeenauditedwhererequiredundertheregulationsand

isindicatedasauditedwhereapplicable.

ThisRemunerationReporthasbeenpreparedinaccordancewithSchedule8totheLargeandMedium-sizedCompaniesand

Groups(AccountsandReports)Regulations2008(asamended),UKLR6.6oftheUKListingRulesandtheGovernanceCode.

Single total figure table (audited) – Executive Directors

Salary Benefits Pension

Bonus

Total fixed

remuneration

Total variable

remuneration

Total

remuneration

2025

£’000

2024

£’000

2025

£’000

2024

£’000

2025

£’000

2024

£’000

2025

£’000

2024

£’000

2025

£’000

2024

£’000

2025

£’000

2024

£’000

2025

£’000

2024

£’000

Will Lee 752 721 22 21 83 79 619 0 857 821 619 0 1,476 821

Allen Roberts 476 459 20 20 52 50 294 0 548 529 294 0 842 529

Sir David McMurtry

n/a 785 n/a 3 n/a n/a n/a 0 n/a 788 n/a 0 n/a 788

Total 1,228 1,965 42 44 135 129 913 0 1,405 2,13 8 913 0 2,318 2,13 8

Single total figure table (audited) – Non-executive Directors

Fees Expenses Total remuneration

FY2025

£’000

FY2024

£’000

FY2025

£’000

FY2024

£’000

FY2025

£’000

FY2024

£’000

Sir David McMurtry

39 n/a 3 n/a 42 n/a

John Deer 80 77 1 0 81 77

Catherine Glickman 80 77 0 0 80 77

Sir David Grant

325 77 1 0 326 77

Juliette Stacey 80 77 1 0 81 77

Stephen Wilson 80 77 1 0 81 77

ProfessorDameKarenHolford 80 64

0 0 80 64

Richard McMurtry 80 n/a

0 n/a 80 n/a

Total 844 449 7 0 851 449

1 Duetoanerrorintheadministrationofthepensionarrangements,pensioncontributionswereoverpaidintheyear:pensioncontributionswillbeadjustedin

FY2026toensurethatthetotalpensionallowancepayablereflectsalignmentwiththewiderworkforceat9%from1January2025.

2 ThevalueofthebonusincludesboththevalueoftheannualcashbonusandthefacevalueofsharestobeawardedundertheDAEIPinrespectoftherelevant

financialyear.Deferredshareswillnormallyvestonthethirdanniversaryofgrant,subjecttocontinuedemploymentand,forWillLee,enhancedrecovery

provisions,whereapplicable.ThetreatmentofAllenRoberts’deferredsharesinconnectionwithhisdeparturefromthebusinessisdescribedonpage97.

3 SirDavidMcMurtrywasanExecutiveDirectoruntil30June2024,whenhesteppeddownfromtheroleofExecutiveChairmanandtookontheroleofNon-

executiveDirectorfrom1July2024untilhisdeathon9December2024.Therefore,thefiguresforFY2025reflecttheremunerationreceivedduringtheperiod

from 1 July 2024 to 9 December 2024.

4 TheNon-executiveDirectorsarenoteligibleforanyvariableremunerationandonlyreceivefixedremuneration.

5 Sir David Grant was appointed as Non-executive Chair on 1 July 2024.

6 ProfessorDameKarenHolfordwasappointedasaNon-executiveDirectoron1September2023.Therefore,thesefiguresreflectremunerationreceivedduring

the period from 1 September 2023 to 30 June 2024.

7 Richard McMurtry was appointed as a Non-executive Director on 1 July 2024.

Benefits

Car allowance

£’000

Private medical cover applies to all

Executive Directors and insurance on

personal cars applies to some Directors

£’000

Will Lee 21 1

Allen Roberts 20 0

Annual Report on remuneration

Renishaw plc Annual Report 2025

GOVERNANCE REPORTGOVERNANCE REPORT

GOVERNANCE REPORT

Directors’ Remuneration Report continued

Annual Report on remuneration continued

Annual incentive outcomes for FY2025

Theincentiveopportunityisbasedonfinancialandstrategicobjectives,althoughtheawardisonlypayableprovidedthefinancial

thresholdismet(irrespectiveofperformanceagainstthestrategicobjectives).

Thefinancialobjective,basedonstretchingAdjustedPBTtargets,comprised80%oftheaward;thestrategicobjectives

comprised20%.

UndertheRemunerationPolicyapprovedatthe2023AGM,theExecutiveDirectorswereeligibleinFY2025foranannualincentive

opportunity(assetoutonpage93).

Fulldetailsofthefinancialobjectives,strategicobjectivesandperformanceagainstthemaresetoutinthefollowingtables.

Financial objectives

Threshold Profit point A Profit point B Maximum Achieved in FY2025

AdjustedPBT £110m £125m £140m £160m £127. 2m

%ofbonuspayableforAdjustedPBTperformance 10% 20% 60% 80% 26%

Bonus awards calculated on a straight line basis between the points in the above table.

Inassessingthebonuspayouts,theCommitteeconsideredtheexperienceofotherstakeholdersandthewiderworkforceand

determined that no discretion would be applied.

Strategic objectives

Performanceagainstthestrategicobjectivesissetoutinthetablebelow.WeightingisgiventoProductinnovationat8%,

Environment,socialandgovernanceat8%andOperationalexcellenceat4%.

Strategic objective Outcome of objective

% of bonus

payable

% of bonus

paid out

Product innovation

— New product launches

— Revenue from new products

— Threenewmajorproductreleases(Equator-X,ASTRiAand

RLE100/200)and11minorproductreleases:thistargetwas

exceeded.

— Revenuegeneratedwas13.5%,whichmetthresholdbutdidnot

achieve the stretching target.

20% 15.2%

Environmental, social and

governance

— ReductioninScope1and2emissions

— Level of voluntary employee turnover

— Employee engagement

— Levelofsignificantnon-

conformances

— Scope1and2emissionreductionwas13%,whichexceeded

threshold but did not meet the maximum performance level.

— Employeevoluntaryturnoverlevelsat5.9%werelowerthanthe

7%target.

— The employee engagement score from our new global employee

engagementsurveywas74%,inlinewiththethreshold.

— Significantnon-conformanceswerezero,achievingthemaximum.

Operational excellence

— Revenue per subsidiary employee

— Cost of product quality

— The revenue per subsidiary employee was at the midpoint of the

rangesetat£590,000peremployee.

— Productqualityoutcomeswerewithinthetargetrangesetby

theCommittee.

Incentive opportunity outcome

ThemaximumopportunityforFY2025was200%ofsalaryforWillLeeand150%ofsalaryforAllenRoberts.ForWillLee,62.5%of

anybonusearnedistobedeferredintosharesforthreeyears.Halfofthedeferredshareswillbesubjecttocontinuedemployment,

whiletheotherhalfwillbesubjecttocontinuedemploymentandtheenhancedrecoveryprovisionsdescribedintheCommittee

Chair'sstatement.ForAllenRoberts,50%ofanybonusearnedistobedeferredintosharesforthreeyears.

OurfinancialperformanceforFY2025hasresultedinthefollowingawards:

Executive Director

Cash bonus

£’000

Deferred into shares

£’000

Total

£’000

Will Lee 232 387 619

Allen Roberts 147 147 294

Whenconsideringtheoutcomes,theCommitteehastakenaholisticview,includinginrelationtotheemployeeandwider

stakeholderexperience,inadditiontoperformancerelativetothetargetsandobjectivesset.TheCommitteeconsidersthatthe

levelofpayoutreflectstheoverallperformanceoftheGroupintheyearandisappropriate.TheCommitteehasnotexercisedany

discretion in relation to remuneration outcomes for Executive Directors.

Renishaw plc Annual Report 2025

Total pension entitlements

WillLeeisamemberofourclosedUKdefinedbenefitscheme.Thenormalretirementageis65.Ondeath,pensionbenefitswould

pass to that member’s dependants.

Sincetheclosureofthedefinedbenefitscheme,contributionshavebeenmadetoadefinedcontributionschemeorpaidincash.

At 30 June 2025

Value of defined benefit

pension entitlement

£’000 per year

Pension

contributions in

respect of FY2025*

Will Lee 12 Paidincash

*Asdisclosedinthesinglefiguretable.

Payments to past Directors and loss-of-office payments

NopaymentstopastDirectorsweremadeduringtheyearandnoloss-of-officepaymentsweremadeduringtheyear.

AllenRobertswillstepdownfromhispositionasGroupFinanceDirectorwitheffectfrom26November2025.Hewillremainasan

employeeoftheCompanyuntil31December2025tofacilitateaneffectivetransitionofresponsibilities.Detailsoftheremuneration

payments made or to be made to Allen Roberts are set out below.

ThesetermswerethesubjectofcarefulconsiderationbytheRemunerationCommitteeandareinlinewithhisserviceagreement

andtheCompany’sDirectors’RemunerationPolicy,whichwasapprovedbyshareholdersatthe2023AGM.Whenfinalisingour

approach,wehadregardtoAllen’slongservicewithRenishaw,hiscontractualentitlements,theapproachthatweapplytoother

long-standingemployeesandadditionalcompensationforlossofofficeandemploymentwhichistobepaidasconsiderationfor

enteringintoastatutorysettlementagreement.Itisacknowledgedthatsomeelementsoftheloss-of-officetermsforAllenRoberts,

includingtheadditionalcompensationforlossofofficeandemployment,arenotalignedwithbestpracticeandtheapproachwe

wouldtakeinnormalcircumstances.Thisreflectstheexceptionalanduniquefactorsthatneededtobeconsideredbyboththe

BoardandtheRemunerationCommittee,includingAllenRoberts’commitmentandservicetothebusinessover46yearsandthe

payments required to reach a mutually agreed settlement. This is not a precedent and is not our normal approach to payments for

lossofoffice.

— Salary and contractual benefits:Allenwillearnhissalaryandcontractualbenefitsuntilheleavesthebusinesson31December

2025,followingwhichhewillreceiveapaymentof£546,197inlieuofsalary,pensionandbenefitsforthe12-monthnoticeperiod

in his service contract.

— Annual incentive payment for FY2025: The 2025 bonus has been determined in the usual way as set out on page 96 and will

bepaidhalfincashandhalfasanawardofshares.Thedeferredshareawardwillvestfollowingtheendoftheusualthree-year

deferralperiod.ThisisalignedwithmarketpracticeandreflectsthatAllenservedasGroupFinanceDirectorfortheentiretyof

FY2025andwillcontinueasanemployeeuntil31December2025.Asnotedbelow,Allenwillnotbeentitledtoanannualbonus

paymentforFY2026.

— Outstanding deferred equity awards:AllenearnedabonusinrespectofFY2022,halfofwhichwasdeferredintosharesforthree

years. The deferred shares in respect of this award will vest at the end of the three-year vesting period in October 2025. This is

alsoalignedwithmarketpracticeandreflectsthathewillbeemployeduntil31December2025.

— Additional compensation for loss of office and employment:Followinghisdeparturefromthebusiness,Allenwillreceivean

additionalpaymentof£1,179,543.Thispaymentincludes£733,407calculatedonabasisconsistentwithRenishaw’senhanced

redundancypackageterms,£266,593agreedaspartoftheoverallsettlementofthearrangementsrelatingtohisdeparture

fromthebusinessand£179,543inlieuofanannualbonusfortheperiodofhisactiveserviceto31December2025.Asnoted

above,thesepaymentsreflecttheexceptionalanduniquefactorsthatneededtobeconsideredbyboththeBoardandthe

RemunerationCommittee,includingAllenRoberts’commitmentandservicetothebusinessover46yearsandthepayments

required to reach a mutually agreed settlement.

— Accrued holiday, legal fees and private medical insurance: Allen will also receive a payment in lieu of any accrued but untaken

holidaywhenheleavesthebusiness.Inlinewithusualpractice,apaymentof£9,000,plusVAThasbeenmadeinrespectof

Allen’s legal costs incurred in connection with the taking of advice in relation to his leaving the business. We have agreed that

AllenwillcontinuetobenefitfromRenishaw’sprivatemedicalinsuranceuntil31December2029.

— Post-employment shareholding guideline: The post-employment shareholding requirement will continue to apply to shares

acquiredpursuanttodeferredannualequityawardsgrantedafter30September2020,withthenumberofsharestoberetained

determinedinaccordancewiththePolicy.

— Recovery provisions:Therecoveryprovisions(coveringmalusandclawback)underthePolicywillcontinuetoapplytorelevant

remuneration(whetherpaidincashordeferredintoshares).

Renishaw plc Annual Report 2025

GOVERNANCE REPORTGOVERNANCE REPORT

GOVERNANCE REPORT

Directors’ Remuneration Report continued

Annual Report on remuneration continued

Performance graph

ThegraphbelowshowsourTSRperformance,comparedwiththeFTSE250Index.TheCommitteebelievesthisisthemost

appropriatebroadindexforcomparison,becauseRenishawisamemberofthisindex.TSRperformancewasrebasedto100

at30June2015.

TSR performance

100

150

200

250

300

350

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

RenishawValue of £100 invested on 30 June 2015 FTSE 250 Financial year ended 30 June

Chief Executive Officer total remuneration

ThetablebelowsetsoutinformationrelatingtotheremunerationoftheChiefExecutiveOfficerforeachoftheyearsinquestion:

Year

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

Will Lee (from 1 February 2018)

Singlefigureoftotalremuneration(£’000) 594 653 601 1,488 1,770 802 821 1,476

Annual incentive award (includes annual cash bonus

anddeferredequityincentive)%ofmaximum 95 0 0 100 100 0 0 41

Long-termincentivevesting%ofmaximum n/a n/a n/a n/a n/a n/a n/a n/a

Sir David McMurtry (until 31 January 2018)

Singlefigureoftotalremuneration(£’000)

668 1,207 818

Annualbonuspayout%ofmaximum 0 77 100

Long-termincentivevesting%ofmaximum n/a n/a n/a

1 TheremunerationshownisonaproratedbasisfortheperiodwhenSirDavidMcMurtrysteppeddownandWillLeetookofficetotheendofthefinancialyear.

2 Represents the total remuneration received by Sir David McMurtry in relation to this role.

Chief Executive Officer pay ratio

Thetableonpage99setsouttheChiefExecutiveOfficerpayratiosasat30Juneinthefinancialyears2020to2025.Thereportwill

buildupovertimetoshowarolling10-yearperiod.TheratioscomparethesingletotalfigureofremunerationoftheChiefExecutive

Officerwiththeequivalentfiguresforthelower-quartile(P25),median(P50)andupper-quartile(P75)employees.Ratiosare

presentedbasedontheUKworkforce,usingbasepayonly.

Option B has been selected because this method of calculation is considered to be the most robust method of identifying the

individualreferencepointsinaGroup,suchasRenishaw,withmultipleoperatingsegments.

Renishaw plc Annual Report 2025

Total remuneration

Financial year Employee remuneration Pay ratio

P25 P50 P75 P25 P50 P75

FY2025 £33,140 £45,735 £58,070 44.5 32.3 25.4

FY2024

£30,551 £42,363 £56,783 26.9 19.4 14.5

FY2023 £27,484 £45,554 £55,940 29.2 17.6 14.3

FY2022 £31,099 £42,246 £48,457 56.9 41.9 36.5

FY2021 £28,438 £37,72 0 £45,170 52.3 39.4 32.9

FY2020 £27,476 £35,619 £51,563 21.9 16.9 11.6

Base salary

Financial year Employee remuneration Pay ratio

P25 P50 P75 P25 P50 P75

FY2025 £29,918 £40,675 £52,145 25.1 18.5 14.4

FY2024

£27,035 £38,153 £49,750 26.7 18.9 14.5

FY2023 £ 24,134 £39,10 0 £48,205 2 9.1 18.0 14.6

FY2022 £27,213 £36,276 £41,331 24.6 18.5 16.2

FY2021 £24,420 £32,670 £42,480 23.0 17. 2 13.2

FY2020

£24,650 £32,634 £47,092 20.5 15.5 10.7

1 Wherenecessary,adjustmentsweremadetotheunderlyingdatatoreflectareductioninworkinghoursduringApril2020toJune2020inconnectionwiththe

COVID-19pandemic.Thereductionsinsalaryandemployerpensioncontributionsduringthistimehavebeenaddedbacktogiveafull-timeequivalentfigure.

Nootheradjustmentsweremadetotheunderlyingdata.

2 WehaverestatedtheFY2024ratiosandtotalremunerationandbasesalaryfiguresfollowingachangeintheselectioncriteriaforemployeesineachquartile,

suchthatthecalculationoftheFY2024figuresisconsistentwiththeapproachforotheryears.

ThebasesalaryfortheChiefExecutiveOfficerincreasedby3.5%inJanuary2025.Thiswaslowerthantheaverageforthewider

workforce.TheP25employeebasepayhasincreasedovertheperiodFY2023toFY2025,reflectingtargetingofpayinvestmentin

thelowerquartilestafffollowingexternalbenchmarking.ThishashadtheeffectofreducingtheratiowiththatoftheChiefExecutive

OfficersinceFY2023.TheP50andP75employeebasepayhasalsoincreasedwithsmallreductionsintheratios,againreflecting

higherbasepayrisestostaffthantheChiefExecutiveOfficer.ThetotalremunerationratioshaveincreasedinFY2025,thiswas

expectedwiththeawardofabonusinFY2025totheChiefExecutiveOfficerafternoawardsineitherofFY2023andFY2024.

Takingintoaccounttheabove,theCommitteeconsidersthemedianpayratioconsistentwiththeCompany’sapproachtopayand

reward. The Committee will continue to monitor the ratios on an annual basis.

Statement of Directors’ shareholding and share interests

The interests of Directors who have served on the Board at any time during the year and their connected persons in the Company’s

ordinary shares as at 30 June 2025 are set out below. There have been no changes to those interests between 30 June 2025 and

the date of signing of this Annual Report.

Number of ordinary

shares of 20p each

beneficially owned

Unvested and

subject to continued

employment

(awardedundertheDAEIP)

Minimum

shareholding

guideline

Current

shareholding

Minimum

shareholding

guideline met

Will Lee 14,13 0 14,324 2× salary 0.813× salary Building

Allen Roberts 10,427 9,115 2× salary 0.915× salary Building

Sir David McMurtry

26,377,291 n/a n/a n/a n/a

John Deer 12,076,790 n/a n/a n/a n/a

Catherine Glickman 675 n/a n/a n/a n/a

Sir David Grant – n/a n/a n/a n/a

Juliette Stacey – n/a n/a n/a n/a

Stephen Wilson 1,500 n/a n/a n/a n/a

ProfessorDameKarenHolford – n/a n/a n/a n/a

Richard McMurtry 13,242 n/a n/a n/a n/a

1 Current shareholdings for comparison with the shareholding requirements for Executive Directors are calculated based on annualised salary as at 30 June 2025

andbyreferencetotheclosingsharepriceon30June2025(2,860p),and,inlinewiththePolicy,includethenet-of-assumed-taxsharessubjecttoDAEIPawards.

2 SirDavidMcMurtrypassedawayon9December2024sothenumberofordinarysharesof20peachbeneficiallyownedisshownasat9December2024and

not 30 June 2025.

Renishaw plc Annual Report 2025

GOVERNANCE REPORTGOVERNANCE REPORT

GOVERNANCE REPORT

Directors’ Remuneration Report continued

Annual Report on remuneration continued

DAEIP awards granted during the year

WillLeeandAllenRobertswereeligibletoreceiveanawardundertheDAEIPforperformanceovertheyearunderreview.

Thedetailsoftheseawards–whichatthedateofthisDirectors'RemunerationReporthaveyettobegranted–willbereflected

inthetableonpage99innextyear'sDirectors'RemunerationReport.

TherewerenoawardsgrantedduringtheyearinrespectofFY2024.

Percentage change in remuneration of the Directors

ThefollowingtablesetsoutthepercentagechangeintheDirectors’remuneration,comparedwiththepercentagechangein

averageremunerationtoRenishawplcemployeesfromFY2020toFY2025.Thefiguresshowninthetablebelowrefertothebase

salaryactuallyreceivedbyeachDirector;therefore,thesefiguresdonotincludethefees(whetherallorpart)thatwerewaivedfor

anyfinancialyears.WhereanitemisnotrelevantforthatDirectororwhereithaschangedfromortoazerofigureinthetimeframe,

the change is shown as not applicable. All percentages in the table are rounded to the nearest whole number and all references

toyearsaretothefinancialyears.Whereappropriate,footnotestotheequivalenttableinreportsforpreviousyearsprovidemore

informationinrelationtothechangesforthoseyears.

Salaries/fees Benefits/expenses

Annual bonus

2024

/25

2023

/24

2022

/23

2021

/22

2020

/21

2024

/25

2023

/24

2022

/23

2021

/22

2020

/21

2024

/25

2023

/24

2022

/23

2021

/22

2020

/21

Will Lee 4 2 5 19 11 5 0 5 0 0 n/a n/a n/a 19 n/a

Allen Roberts 4 3 5 2 5 0 0 0 0 0 n/a n/a n/a 2 n/a

Sir David McMurtry

n/a 3 5 n/a n/a 0 0 0 0 0 n/a n/a n/a 2 n/a

John Deer 4 3 7 n/a n/a n/a 13 -21 -37 -94 n/a n/a n/a n/a n/a

Catherine Glickman 4 3 7 25 5 n/a n/a n/a 0 0 n/a n/a n/a n/a n/a

Sir David Grant

n/a 3 7 25 5 n/a n/a n/a 0 0 n/a n/a n/a n/a n/a

Juliette Stacey 4 3 114 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Stephen Wilson 4 3 1,18 6 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

ProfessorDameKarenHolford 25 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Richard McMurtry n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Renishawplcemployee(average) 6 8 11 9 1 7 11 4 4 1 3 -11 -15 22 n/a

1 Givennobenefits/expenseswereprovidedforFY2024forJohnDeer,SirDavidGrant,JulietteStaceyandStephenWilson,nopercentagechangeinbenefits/

expenses for 2024/25 can be shown.

2 GivennobonuswasearnedforFY2024forWillLeeandAllenRoberts,nopercentagechangeinannualbonusfor2024/25canbeshown.Actualemployee

bonusesinrespectofFY2025areyettobeconfirmed;therefore,thepercentagechangeintheRenishawplcemployee(average)for2024/25iscalculatedby

comparingtheUKemployeebonusesforFY2024andtheexpectedUKemployeebonusesforFY2025.

executiveDirectorfrom1July2024untilhisdeathon9December2024.Wehavethereforenotincludedthepercentagechangeinsalaries/feesbetweenFY2024

andFY2025forSirDavidMcMurtryinthetableabove,becausethiswouldnotbeameaningfulcomparisoninremunerationbetweenFY2024andFY2025.

4 SirDavidGrantwasappointedNon-executiveChairfrom1July2024.Therefore,hisremunerationforFY2025reflectsthatnewrole.Wehavethereforenot

includedthepercentagechangeinsalaries/feesbetweenFY2024andFY2025forSirDavidGrantinthetableabove,becausethiswouldnotbeameaningful

comparisoninremunerationbetweenFY2024andFY2025.

Executive Directors serving as non-executive directors of other companies

Duringtheyear,noneoftheExecutiveDirectorswaspaidtoserveasanon-executivedirectorofanyothercompany.

Relative importance of spend on pay

ThefollowingtablesetsoutthetotalamountspentinFY2025andFY2024onremunerationtoallGroupemployeesandondividends

to shareholders:

FY2025

£’000

FY2024

£’000

Change

Employee remuneration 306,853 288,516 6

Shareholderdividendspaid* 55,424 55,412 0

*Doesnotincludedividendsdeclaredbutnotyetpaid.

Exceptasshownabove,nootherdistributionshavebeenmadetoshareholders,orotherpaymentsorusesofprofitorcashflow,

thataffecttheunderstandingoftherelativeimportanceofspendonpay.

100

Renishaw plc Annual Report 2025

Executive Directors' service contracts

TheExecutiveDirectors’servicecontractsareforanindefiniteperiodandrequire12months’noticeofterminationbyeitherparty.

TherearenoobligationsinanyExecutiveDirector’sservicecontractthatwouldrequiretheCompanytopayaspecificamount

ofcompensationforlossofoffice.

TheExecutiveDirectors’servicecontractsreflectourpolicyregardingnoticeperiods.Nopaymentwillbemadeforatermination

bytheCompanyforabreachbytheExecutiveDirectoroftheirservicecontract.Inothercases,paymentinlieuofnoticewillbe

considereduptothe12months’noticeperiodtocoverbasesalary,benefitsandpensioncontributions.Ifadditionalcompensation

mustbeconsidered,suchasonasettlementagreement,theCommitteewillconsiderallrelevantcommercialfactorsaffecting

thatcase.ExecutiveDirectors’servicecontractsareavailableforinspectionatourregisteredofficeonwrittenrequesttothe

Company Secretary.

Executive Director Date of service contract duringFY2025

Will Lee 1 June 2020

Allen Roberts 20 April 2021

Non-executive Directors' letters of appointment

The Non-executive Directors’ letters of appointment require one month’s notice of termination by either party. There are no

obligationsinanyNon-executiveDirector’sletterofappointmentthatwouldrequiretheCompanytopayaspecificamount

ofcompensationforlossofoffice.

Non-executiveDirectors’lettersofappointmentareavailableforinspectionatourregisteredofficeonwrittenrequesttothe

Company Secretary.

Non-executive Director Date first appointed to the Board Expiry date of current term of office

John Deer 1 July 1974 31 January 2026

Catherine Glickman 1 August 2018 1 August 2027

Sir David Grant 25 April 2012 n/a¹

ProfessorDameKarenHolford 1 September 2023 1 September 2026

Juliette Stacey 1 January 2022 1 January 2028

Stephen Wilson 1 June 2022 1 June 2028

Richard McMurtry 1 July 2024 1 July 2027

1 SirDavidGrantwasappointedasInterimNon-executiveChairwitheffectfrom1July2024.Theappointmentwilltakeeffectuntilfurthernoticeandisexpectedto

endfollowingtheappointmentofapermanentChairoftheCompany,unlessearlierterminatedononemonth’snotice.

Statement of voting at general meeting

AttheAGMheldon29November2023,votescastinrespectoftheDirectors’RemunerationPolicywereasfollows:

Resolution Votes for % for

Votes

against % against

Total

votes cast

Votes

withheld

ApprovalofRemunerationPolicy 61,006,328 95.50 2,875,973 4.50 63,882,301 15,204

AttheAGMheldon27November2024,votescastinrespectoftheDirectors’RemunerationReportwereasfollows:

Resolution Votes for % for

Votes

against % against

Total

votes cast

Votes

withheld

Approval of Remuneration Report 61,682,004 96.33 2,353,069 3.67 64,035,073 10,122

This report was approved by the Board and has been signed on its behalf by:

Catherine Glickman

Chair of the Remuneration Committee

17 September 2025

101

Renishaw plc Annual Report 2025

GOVERNANCE REPORTGOVERNANCE REPORT

GOVERNANCE REPORT

Directors and their interests

The Directors who served on the Board during the year are

listedonpages62and63.Inaccordancewiththeprovisionsof

theGovernanceCode,allDirectorswillretireand,beingeligible,

offerthemselvesforre-electiontoofficeor,inthecaseofany

DirectorwhowasfirstappointedtotheBoardsincethelast

AGM,electiontoofficeattheAGMtobeheldonWednesday,

26 November 2025. Details of these Directors are shown on

pages 62 and 63 and full biographical details are available at

www.renishaw.com/directors.

Therulesonappointment,reappointmentandretirementby

rotation of the Directors and their powers are set out in the

Company’s Articles of Association. There are no powers given

totheDirectorsthatareregardedasunusual.

The Directors’ interests in our share capital (with the equivalent

numberofvotingrights),asnotifiedtotheCompany,arelisted

onpage99.Therehasbeennochangeintheholdingsshown

on page 99 in the period 1 July 2025 to 17 September 2025.

Alltheinterestswerebeneficiallyheld,exceptfor2,278,161

shares(2024:2,278,161shares)thatwerenon-beneficiallyheld

by John Deer but in respect of which he has voting rights.

Directors’ and officers’ indemnity insurance

andDirectors’ indemnities

SubjecttotheprovisionsoftheCompaniesAct2006,the

Company’s Articles of Association provide for the Directors

andofficersoftheCompanytobeappropriatelyindemnified.

InaccordancewiththeCompany’sArticlesofAssociationand

totheextentpermittedbylaw,Directors(excludingthefounders)

have been granted an indemnity in respect of loss and liability

incurredasaresultoftheiroffice.NeithertheCompany’s

indemnity nor insurance provides cover in the event that

aDirectorisproventohaveacteddishonestly,fraudulently

ornegligently.Copiesofallindemnitiesgrantedareavailable

forinspectionattheCompany’sregisteredoffice.

The Company also maintains insurance for its Directors and

officersinrespectoftheiractsandomissionsduringthe

performance of their duties.

Review of the business

A review of the business and likely future developments is

givenintheChair’sstatement,theChiefExecutiveOfficer’s

reviewandtheothersectionsoftheStrategicReport.Segmental

informationbygeographicalmarketisgiveninNote2tothe

Financial statements.

The principal activities of the Company are the design,

manufacture, sale, distribution and service of manufacturing

technologies products and services, and analytical instruments

and medical devices, as outlined on pages 34 to 39 of the

Strategic Report. The Group has overseas subsidiaries to

manufacture,marketanddistributesomeoftheGroup’s

productsandtosupportcustomersinthefollowingmajor

marketsoutsidetheUK:

— Americas:Brazil,Canada,MexicoandUSA;

— APAC:Australia,China,HongKong,India,Japan,Malaysia,

Singapore,SouthKoreaandTaiwan;and

— EMEA:Austria,CzechRepublic,Finland,France,Germany,

Hungary,Ireland,Israel,Italy,theNetherlands,Poland,

Spain,Sweden,Switzerland,TurkeyandUAE.

TherearealsorepresentativeofficesinIndonesia,Slovakia,

Thailand and Vietnam.

Inaddition,inSloveniatheGrouphasajointventure,RLSMerilna

tehnikad.o.o.(RLS),andasubsidiarythatdesignsandarranges

theprocurementofapplication-specificintegratedcircuits.

More information is available on our website: www.renishaw.com.

Research and development

TheGroupcontinuestoinvestsignificantlyindevelopingfuture

technologies,withR&DactivitieslocatedprimarilyintheUK.

Wedeveloptechnologiesthatleadtopatentedproductsand

methods to help deliver our strategy. More information on R&D

expenditure is contained in Note 4 to the Financial statements.

TheamountofR&Dexpenditurecapitalised,theamount

amortisedandimpairmentchargesintheyeararegivenin

Note12.

Dividends

TheDirectorsproposeafinaldividendof£47.7mor61.3pper

share,which,togetherwiththeinterimdividendof£12.2mor

16.8ppershare,givesatotaldividendfortheyearof£59.9m

or78.1ppershare.Lastyear,theBoardagreedatotaldividend

fortheyearof£55.4mor76.2p.

Asat30June2025,53,746shareswereheldbytheRenishaw

plcEmployeeBenefitTrust(EBT).Thesesharesmaybeused

tosatisfyawardsmadetoemployeesundertheCompany’s

employeeshareplan–namely,theRenishawDeferredAnnual

EquityIncentivePlan(DAEIP).UnderthetermsoftheEBT,

anydividendspayableonthesesharesarewaived.

Other statutory and

regulatorydisclosures

102

Renishaw plc Annual Report 2025

Substantial shareholdings

The table below discloses the voting rights that have been

notifiedtotheCompanyundertherequirementsoftheFinancial

Conduct Authority’s Disclosure Guidance and Transparency

RulesDTR5.Pleasenotethattheseholdingsmayhavechanged

sincebeingnotifiedtotheCompany.However,notificationofany

change is not required until an applicable threshold is crossed.

Substantial shareholdings

% of issued

share capital as

at date of

notification

Number

of shares

BlackRock,Inc. 4.92% 3,578,13 3

Capital Research and

Management Company 4.76% 3,465,738

Standard Life Investments Limited 4.99% 3,631,612

TherehavebeennochangesnotifiedtotheCompanyin

theholdingsshownaboveintheperiod1July2025to

17September2025.

TheestateofSirDavidMcMurtryisa36.23%shareholder

intheCompanyandJohnDeerandhiswifeEileenDeerare

together16.59%shareholdersintheCompany.Seepage104

forfurtherdetails.

Employees

The retention of our highly skilled people is essential to our

future. The Directors place great emphasis on the continuation

ofourtrainingprogrammesandcompetitiverewards.Health

andsafetymattersareanotherkeyareaoffocus,andwell-

established systems of safety management are in place

throughouttheGrouptosafeguardemployees,customers

andothers.

Employment policies are designed to provide equal

opportunitiesirrespectiveofrace,religion,gender,age,

socio-economicbackground,disabilityorsexualorientation.

TheCompanygivesfullandfairconsiderationtoapplications

foremploymentfrompeoplewithdisabilities,wheresuitable,

forappropriatevacancies.Employeeswhobecomedisabled

while with the Company will be given every opportunity to

continuetheiremploymentthroughreasonableadjustments

totheirworkingconditionsandequipment.Wherethisisnot

possible,theCompanyoffersretrainingforotherpositions.

Theywillalsobeaffordedopportunitiestocontinuetraining

andgainpromotiononthesamebasisasanyotheremployee.

Details on how the Directors have engaged with employees

andhadregardtotheirinterestsaresetoutinvarioussections

ofthisAnnualReport,includingpages28,47and66to67.

Information provided to employees on the performance of the

business,consultationwithemployeesandperformance

incentivesissetoutinvarioussectionsoftheAnnualReport,

including page 92.

There are no agreements with employees providing for

compensation for any loss of employment that may occur

because of a takeover bid.

Responsibility statement

AsrequiredundertheFinancialConductAuthority’s(FCA)

DisclosureGuidanceandTransparencyRules(DTR),astatement

madebytheBoardregardingthepreparationoftheFinancial

statements is set out on page 106.

Share capital and change of control

DetailsoftheCompany’ssharecapital,includingrightsand

obligations,isgiveninNote26totheFinancialstatements.

TheCompanyisnotapartytoanysignificantagreementsthat

might terminate on a change of control.

A shareholder authority for the purchase by the Company of

amaximumof10%ofitsownsharesexistedduringFY2025.

However,theCompanydidnotpurchaseanyofitsownshares

during that time.

Auditor

AresolutiontoreappointErnst&YoungLLPastheauditorof

theCompanywillbeproposedattheforthcomingAGM.

Disclosure of information to auditor

TheDirectorswhoheldofficeatthedateofapprovalofthis

statementconfirmthat,sofarastheyareeachaware,there

isnorelevantauditinformationofwhichtheCompany’sauditor

isunaware.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 our auditor is

aware of that information.

Annual General Meeting

The notice convening the AGM is enclosed with an explanation

ofourproposedresolutions.Atthemeeting,theCompanywill

seekshareholderapprovalfor,amongotherthings,theability

tomakemarketpurchasesofitsordinaryshares,uptoatotal

of10%oftheissuedsharecapital.

103

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

Other statutory and regulatory disclosures continued

Controlling shareholders

TheUKListingRules(UKLR)containcertainrequirementsfor

listed companies with controlling shareholders. A controlling

shareholder is a shareholder who individually or with any of

theirconcertpartiesexercisesorcontrols30%ormoreofthe

votesthatmaybecastonall,orsubstantiallyall,thematters

atacompany’sgeneralmeeting.

The Company has had controlling shareholders since the

introductionofthecontrollingshareholderregimein2014,

beingSirDavidMcMurtryasa36.23%shareholderand

JohnDeer,togetherwithhiswife,as16.59%shareholders

andpartiestoalong-standingvotingagreementbetween

themandSirDavidMcMurtry.

FollowingthedeathofSirDavidMcMurtry,hisshareholding

iscurrentlybeingadministeredbytheexecutorsofhisestate.

The Company considers that it continues to have controlling

shareholdersbyvirtueoftheestate’s36.23%shareholding,

andbyvirtueofJohnDeerandhiswife’scombined

shareholdingandbeingpartiestothevotingagreement.

One of the requirements for companies with controlling

shareholders is that the election or re-election of independent

directorsattheAGMissubjecttoadualvoteof:(i)the

shareholdersasawhole;and(ii)theindependentshareholders,

beinganypersonentitledtovoteontheelectionofdirectors

whoisnotacontrollingshareholderoftheCompany.Another

requirement is that the listed company is able to carry on the

business that it carries out as its main activity independently

from its controlling shareholders at all times.

ForthepurposesofUKLR6.6.1(13),theBoardconfirmsthatthe

Company continues to carry on the business that it carries out

asitsmainactivityindependentlyfromitscontrolling

shareholders at all times.

Greenhouse gas emissions and

energyconsumption

Disclosures concerning GHG emissions and energy

consumption are set out on page 45.

Suppliers, customers and other stakeholders

Details on how the Directors have had regard to the need to

promotetheGroup’srelationshipswithsuppliers,customers

andothersissetoutonpages71to73.Theeffectofthat

consideration on the Directors’ principal decisions during

FY2025isalsocontainedinthatsection.

Political donations and expenditure

No political donations were made or expenditure incurred

duringtheyear.

Events after the balance sheet date

FormaterialeventsaffectingtheCompanysincetheyearend

(30June2025)seenote30onpage162.

Financial risk management, objectives

andpolicies

Descriptions of the following can be found in Note 25 to the

Consolidatedfinancialstatementsonpages151to156:

— theuseoffinancialinstruments;

— theGroup’sfinancialriskmanagementobjectives

andpolicies;

— policiesinrelationtohedgeaccounting;and

— exposuretomarketrisk,includingcreditandliquidityrisk.

104

Renishaw plc Annual Report 2025

Disclosure of information under UKLR 6.6.1R

Theinformationthatfulfilsthereportingrequirementsunderthisrulecanbefoundonthepagesidentifiedinthetablebelow:

Section Topic Location

(1) Interest capitalised Not applicable

(2) Publicationofunauditedfinancialinformation Not applicable

(3) Details of long-term incentive schemes for individual directors Not applicable

(4) Waiver of emoluments by a director Not applicable

(5) Waiver of future emoluments by a director Not applicable

(6) Non-pre-emptive issues of equity for cash Not applicable

(7) Asitem(6),inrelationtomajorsubsidiaryundertakings Not applicable

(8) Parentparticipationinaplacingbyalistedsubsidiary Not applicable

(9) Contractsofsignificance Not applicable

(10) Provisionofservicesbyacontrollingshareholder Directors’RemunerationReport,startingonpage89

(11) Shareholder waivers of dividends Otherstatutoryandregulatorydisclosures,startingonpage102

(12) Shareholder waivers of future dividends Otherstatutoryandregulatorydisclosures,startingonpage102

(13) Statement in relation to controlling shareholders Otherstatutoryandregulatorydisclosures,startingonpage102

Signed on behalf of the Board.

Kasim Hussain

Group General Counsel & Company Secretary

17 September 2025

Renishaw plc

Registered number 01106260

England and Wales

105

Renishaw plc Annual Report 2025

GOVERNANCE REPORT

The Directors are responsible for the maintenance and integrity

ofthecorporateandfinancialinformationincludedonthe

Company’swebsite.LegislationintheUKgoverningthe

preparationanddisseminationoffinancialstatementsmay

differfromlegislationinotherjurisdictions.

Underapplicablelawandregulations,theDirectorsarealso

responsibleforpreparingaStrategicReport,Directors’Report,

Directors’ Remuneration Report and corporate governance

statement that comply with the relevant laws and regulations.

Directors’ confirmations

EachoftheDirectors,whosenamesandfunctionscanbe

foundonpages62and63,confirmsthat,tothebestof

theirknowledge:

— theFinancialstatements,preparedinaccordancewiththe

applicablesetofaccountingstandards,giveatrueandfair

viewoftheassets,liabilities,financialpositionandprofitor

loss of the Group and of the Company and the undertakings

includedintheconsolidationtakenasawhole;and

— the Strategic Report and the Directors’ Report include a fair

review of the development and performance of the business

during the year and the position of the Group and of the

Companyattheyearend,togetherwithadescriptionofthe

principal risks and uncertainties that they face.

TheDirectorsconsiderthattheAnnualReport,takenasawhole,

isfair,balancedandunderstandable,andprovidesthe

information necessary for shareholders to assess the Group’s

positionandperformance,businessmodelandstrategy.

Signed on behalf of the Board.

Allen Roberts

Group Finance Director

17 September 2025

Statement of Directors’ responsibilities

inrespect of the Annual Report and

Financialstatements

The Directors are responsible for preparing the Annual Report

and the Group and Company Financial statements in

accordance with applicable law and regulations.

Company law requires the Directors to prepare Group and

CompanyFinancialstatementsforeachfinancialyear.

UnderthatlawtheDirectorsarerequiredtopreparethe

GroupfinancialstatementsinaccordancewithUK-adopted

internationalaccountingstandards,andhaveelectedtoprepare

theparentCompanyfinancialstatementsinaccordancewith

UnitedKingdomGenerallyAcceptedAccountingPractice

(UnitedKingdomAccountingStandardsandapplicablelaw)

includingFinancialReportingStandard101,‘Reduced

Disclosure Framework’.

UndercompanylawtheDirectorsmustnotapprovetheFinancial

statementsunlesstheyaresatisfiedthattheygiveatrueandfair

viewofthestateofaffairsoftheGroupandtheCompanyandof

theirprofitorlossforthatperiod.

In preparing each of the Group and Company Financial

statements,theDirectorsarerequiredto:

— select suitable accounting policies and then apply

themconsistently;

— makejudgementsandaccountingestimatesthatare

reasonableandprudent;

— state whether they have been prepared in accordance with

applicableaccountingstandards;and

— prepare the Financial statements on the going concern basis

unless it is inappropriate to presume that the Group and the

Company will continue in business.

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Company,

andenablethemtoensurethattheFinancialstatementscomply

with the Companies Act 2006. They are also responsible for

safeguarding the assets of the Group and the Company and

hence for taking reasonable steps for the prevention and

detection of fraud and other irregularities.

Directors’ responsibilities

106

Renishaw plc Annual Report 2025

108 Independent Auditor’s Report

119 Financial statements contents

120 Consolidated income statement

121 Consolidated statement of comprehensive

income and expense

122 Consolidated balance sheet

123 Consolidated statement of changes in equity

124 Consolidatedstatementofcashflow

125 Notes(formingpartofthefinancialstatements)

163 Company balance sheet

164 Company statement of changes in equity

165 NotestotheCompanyfinancialstatements

Financial statements

FINANCIAL STATEMENTS

107

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

Independent Auditor’s Report to the members of

Renishawplc

Opinion

In our opinion:

— Renishawplc’sGroupfinancialstatementsandParentCompanyfinancialstatements(the“financialstatements”)giveatrueand

fairviewofthestateoftheGroup’sandoftheParentcompany’saffairsasat30June2025andoftheGroup’sprofitfortheyear

thenended;

— theGroupfinancialstatementshavebeenproperlypreparedinaccordancewithUK-adoptedinternationalaccountingstandards;

— theParentcompanyfinancialstatementshavebeenproperlypreparedinaccordancewithUnitedKingdomGenerallyAccepted

AccountingPractice;and

— thefinancialstatementshavebeenpreparedinaccordancewiththerequirementsoftheCompaniesAct2006.

WehaveauditedthefinancialstatementsofRenishawplc(the‘Parentcompany’)anditssubsidiaries(the‘Group’)forthe

year ended 30 June 2025 which comprise:

Group Parent company

Consolidated balance sheet as at 30 June 2025 Balance sheet as at 30 June 2025

Consolidated income statement for the year then ended Statement of changes in equity for the year then ended

Consolidated statement of comprehensive income and expense for

theyearthenended

RelatednotesC31toC50tothefinancialstatementsincluding

material accounting policy information.

Consolidated statement of changes in equity for the year then ended

Consolidatedstatementofcashflowfortheyearthenended

Relatednotes1to30tothefinancialstatements,includingmaterial

accounting policy information

ThefinancialreportingframeworkthathasbeenappliedinthepreparationoftheGroupfinancialstatementsisapplicablelaw

andUK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).

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believethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforouropinion

Independence

WeareindependentoftheGroupandParentinaccordancewiththeethicalrequirementsthatarerelevanttoourauditofthe

financialstatementsintheUK,including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prohibitedbytheFRC’sEthicalStandardwerenotprovidedtotheGrouportheParentcompanyand

weremainindependentoftheGroupandtheParentcompanyinconductingtheaudit.

108

Renishaw plc Annual Report 2025

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andParent

company’s ability to continue to adopt the going concern basis of accounting included the following procedures:

— Understandingtheprocessundertakenbymanagementtoperformthegoingconcernassessmentincludingtheevaluation

oftheongoingimpactofcurrentglobalmacro-economicfactors.

— Obtainingmanagement’sgoingconcernassessment,includingthecashflowforecastsforthegoingconcernperiod,which

coverstheperiodto30September2026.WeverifiedtheseforecastswereconsistentwiththeBoard-approvedforecasts

ensuringtheoperatingprofit,workingcapitaladjustmentsandresultantcashflowsinthegoingconcernassessmentmatched

thoseintheforecasts.TheGrouphasmodelledabasescenario,basedonthepessimisticversionofthebusinessplan;and

three‘severebutplausible’downsidescenarioslinkedtotheprincipalrisksidentifiedbymanagementreflecting:asignificant

reductioninrevenue;asignificantincreaseincosts;andacombinedreductioninprofitability.TheGrouphasalsomodelled

areversestresstestbasedonliquidityinordertodeterminehowmuchadditionaldownsideintradingcouldbeabsorbedbefore

the Group exhausted its cash and cash equivalents and bank deposit balances.

— Assessingtheappropriatenessofthedurationofthegoingconcernassessmentperiodbeingtheperiodto30September2026;

— Evaluating the key assumptions underpinning the Group’s base case forecast. In particular we compared the revenue growth

projectionstoexternalindustryforecastsandlatesteconomicdatatosearchforindicatorsofcontradictoryinformation;

— Consideringtheresultsofmanagement’sreversestresstest,assessingwhethersuchascenariowasremotewithreference

tomanagement’sforecasts,theGroup’shistorictradingandotherinformationobtainedthroughouttheaudit,suchashowthe

Grouphasrespondedtomarketchallenges;

— Assessingthehistoricalaccuracyofmanagement’sforecastingforthepast3years,bycomparingtheGroup’sactualresults

toBoardapprovedbudgetsandre-forecaststofurtherchallengetheprospectivefinancialinformationincludedinthegoing

concernassessment;

— Testing the clerical accuracy of the model used to prepare the Group’s going concern assessment and the appropriateness

ofthemodelforthispurpose;and

— Assessing the appropriateness of the Group’s disclosures regarding the going concern basis of preparation.

WeobservedthattheGroupheldcashandcashequivalentsandbankdepositsof£273.6mandhadborrowingsof£2.8mat

30June2025whicharenotsubjecttofinancialcovenants.RevenueforFY2025increasedby3.1%to£713.0mcomparedtoFY2024

(2024:£691.3m)andtheGroupgeneratedastatutoryprofitbeforetaxof£118.0mfortheyearended30June2025(2024:£122.6m).

Management’sreversestresstestindicatedtheGroupwouldhavetosufferatradinglevelsolow,beforeitdepleteditscashand

cashequivalentsandbankdepositbalances,thattheDirectorsconsiderthattheprobabilityoftheeventsoccurringthatcould

triggerthiswouldberemote.TheDirectorsalsoconcludedthattheriskofaone-offcashoutflow,thatwouldexhausttheGroup’s

cashandcashequivalentsandbankdepositbalancesintheassessmentperiod,wasalsoremote.

Basedontheworkweperformed,wehavenotidentifiedanymaterialuncertaintiesrelatingtoeventsorconditionsthat,individually

orcollectively,maycastsignificantdoubtontheGroupandParentcompany’sabilitytocontinueasagoingconcernfortheperiod

to 30 September 2026.

InrelationtotheGroupandParentcompany’sreportingonhowtheyhave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.However,becausenotallfutureeventsorconditionscanbepredicted,thisstatementisnotaguaranteeastothe

Group’s ability to continue as a going concern.

109

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

Overview of our audit approach

Audit scope

— Weperformedanauditofthecompletefinancialinformationoffivecomponents,auditprocedureson

specificbalancesforafurtherfivecomponentsandspecifiedproceduresontwoothercomponents.

— Thecomponentswhereweperformedfull,specificorspecifiedauditproceduresaccountedfor98%

ofadjustedprofitbeforetax,85%ofRevenueand89%ofTotalassets.

— Weperformedcentralisedproceduresonthefollowingaccounts:goodwill,eliminationofintercompany

balancesandtransactionsoverthecourseoftheyear,dividendsanddistributablereservetestingand

consolidationjournals.

— Forcertainaccountstheauditprocedureswerecompletedbyacombinationofourselves,astheprimary

team,andbycomponentauditors.Theseincludedcashandcashequivalents,loansandborrowings,

rightofuseassetsandleaseliabilities,financeleasereceivables,investmentproperties,forwardcontracts,

pension,incometaxliabilities,deferredtaxassetsanddeferredtaxliabilities.

Key audit matters

— Revenuerecognition–theriskofmanagementoverridethroughinappropriatemanualjournalstorevenue

— Valuationofthedefinedbenefitpensionliabilities

— Completeness of provision for uncertain tax positions and related tax disclosures

Materiality

— OverallGroupmaterialityof£6.4mwhichrepresents5%ofadjustedprofitbeforetax.

An overview of the scope of the Parent company and Group audits

Tailoring the scope

InthecurrentyearourauditscopinghasbeenupdatedtoreflectthenewrequirementsofISA(UK)600(Revised).Wehavefollowed

arisk-basedapproachwhendevelopingourauditapproachtoobtainsufficientappropriateauditevidenceonwhichtobaseour

auditopinion.Weperformedriskassessmentprocedures,withinputfromourcomponentauditors,toidentifyandassessrisksof

materialmisstatementoftheGroupfinancialstatementsandidentifiedsignificantaccountsanddisclosures.Whenidentifying

componentsatwhichauditworkneededtobeperformedtorespondtotheidentifiedrisksofmaterialmisstatementoftheGroup

financialstatements,weconsideredtheriskprofile,theorganisationoftheGroup,ourunderstandingoftheGroupanditsbusiness

environment,thepotentialimpactofclimatechange,theapplicablefinancialframework,theGroup’ssystemofinternalcontrolatthe

entitylevel,theexistenceofcentralisedprocesses,applicationsandanyrelevantinternalauditresults.

Wedeterminedthatcentralisedauditprocedurescanbeperformedonallcomponentsinthefollowingauditareas:goodwill,

eliminationofintercompanybalancesandtransactionsoverthecourseoftheyear,dividendsanddistributablereservetesting,

andconsolidationjournals.

WethenidentifiedfivecomponentsasindividuallyrelevanttotheGroupdueto:(i)relevanteventsandconditionsunderlyingthe

identifiedrisksofmaterialmisstatementoftheGroupfinancialstatementsbeingassociatedwiththereportingcomponentsor

(ii)apervasiveriskofmaterialmisstatementoftheGroupfinancialstatementsor(iii)asignificantriskoranareaofhigherassessed

riskofmaterialmisstatementoftheGroupfinancialstatementsbeingassociatedwiththecomponents.Additionally,weassessed

afurtherfivecomponentsoftheGroupasindividuallyrelevantduetomaterialityorfinancialsizeofthecomponentrelativeto

theGroup.

Forall10oftheseindividuallyrelevantcomponents,weidentifiedthesignificantaccountswhereauditworkneededtobeperformed

atthesecomponentsbyapplyingprofessionaljudgement,havingconsideredtheGroupsignificantaccountsonwhichcentralised

procedureswillbeperformed,thereasonsforidentifyingthefinancialreportingcomponentasanindividuallyrelevantcomponent

andthesizeofthecomponent’saccountbalancerelativetotheGroupsignificantfinancialstatementaccountbalance.

WethenconsideredwhethertheremainingGroupsignificantaccountbalancesnotyetsubjecttoauditprocedures,inaggregate,

couldgiverisetoariskofmaterialmisstatementoftheGroupfinancialstatements.WeselectedtwocomponentsoftheGroupto

include in our audit scope to address these risks.

Havingidentifiedthecomponentsforwhichworkwillbeperformed,wedeterminedthescopetoassigntoeachcomponent.

Ofthe12componentsselected,wedesignedandperformedauditproceduresontheentirefinancialinformationoffivecomponents

(“fullscopecomponents”).Forfivecomponents,wedesignedandperformedauditproceduresonspecificsignificantfinancial

statementaccountbalancesordisclosuresofthefinancialinformationofthecomponent(“specificscopecomponents”).Forthe

remainingtwocomponents,weperformedspecifiedauditprocedurestoobtainevidenceforoneormorerelevantassertions.

OurscopingtoaddresstheriskofmaterialmisstatementforeachkeyauditmatterissetoutintheKeyAuditMatterssectionof

ourreport.

Independent Auditor’s Report to the members of Renishawplc continued

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Involvement with component teams

InestablishingouroverallapproachtotheGroupaudit,wedeterminedthetypeofworkthatneededtobeundertakenateachofthe

componentsbyus,astheGroupauditengagementteam,orbycomponentauditorsoperatingunderourinstruction.

The Group audit team continued to follow a programme of planned visits that has been designed to ensure that the Senior Statutory

Auditororherdelegatevisitskeylocationsonarotationalbasis.Duringthecurrentyear’sauditcycle,visitswereundertakenbythe

primaryauditteamtothecomponentteamsinChina,IndiaandGermany.Thesevisitsinvolveddiscussingtheauditapproachwith

thecomponentteamandanyissuesarisingfromtheirwork,meetingwithlocalmanagement,attendingplanningandclosing

meetings and reviewing relevant audit working papers on risk areas. The Group audit team interacted regularly with the component

teamswhereappropriateduringvariousstagesoftheaudit,reviewedrelevantworkingpapersandwereresponsibleforthescope

anddirectionoftheauditprocess.Whererelevant,thesectiononkeyauditmattersdetailsthelevelofinvolvementwehadwith

componentauditorstoenableustodeterminethatsufficientauditevidencehadbeenobtainedasabasisforouropiniononthe

Group as a whole.

This,togetherwiththeadditionalproceduresperformedatGrouplevel,gaveusappropriateevidenceforouropinionontheGroup

financialstatements.

Climate change

Stakeholders are increasingly interested in how climate change will impact Renishaw plc. The Group has determined that the most

significantfutureimpactsfromclimatechangeontheiroperationswillbefromextremeweatherevents,technologicaldevelopments

of additive manufacturing and from transition to electric vehicles and increasing carbon taxation. These are explained on pages 51 to

56 in the required Task Force On Climate-Related Financial Disclosures and on page 18 in the Risk management and principal risks

and uncertainties section. The Group has also explained its climate commitments on pages 42 to 45. All of these disclosures form

partofthe“Otherinformation,”ratherthantheauditedfinancialstatements.Ourproceduresontheseunauditeddisclosurestherefore

consistedsolelyofconsideringwhethertheyaremateriallyinconsistentwiththefinancialstatementsorourknowledgeobtainedin

thecourseoftheauditorotherwiseappeartobemateriallymisstated,inlinewithourresponsibilitieson“Otherinformation”.

In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any

consequentialmaterialimpactonitsfinancialstatements.

Note1ofthefinancialstatementsexplainshowmanagementreflectedtheimpactofclimatechangeinthefinancialstatements

includinghowthisalignswiththeircommitmenttotheaspirationsoftheParisAgreementtoachievenetzeroemissionsby2050.

TheGrouphasconcludedthatclimatechangedidnothaveamaterialeffectontheaccountingjudgementsandestimates,noron

the carrying value of assets and liabilities for the year ended 30 June 2025 but recognises that climate change may pose a greater

risk to the Group over time.

Ourauditeffortinconsideringtheimpactofclimatechangeonthefinancialstatementswasfocusedonevaluatingmanagement’s

assessmentoftheimpactofclimaterisk,physicalandtransition,theirclimatecommitmentsandtheeffectsofmaterialclimaterisks

disclosedonpages42to45.Wealsoevaluatedmanagement’sassessmentoftheimpactofclimatechangeonthesignificant

judgementsandestimatesdisclosedinNote1.Thisassessmentconsideredwhethertheimpactofclimatechangehasbeen

appropriatelyreflectedinassetvalues,includinggoodwill,capitaliseddevelopmentcosts,anddeferredtaxassets,wheretheseare

sensitivetofuturecashflows,aswellasininventories,right-of-useassets,andtheusefuleconomiclivesandresidualvaluesof

property,plantandequipment,inaccordancewiththeUK-adoptedInternationalAccountingStandards.Aspartofthisevaluation,

weperformedourownriskassessment,supportedbyourclimatechangeinternalspecialists,todeterminetherisksofmaterial

misstatementinthefinancialstatementsfromclimatechangewhichneededtobeconsideredinouraudit.

We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability and

associateddisclosures.Whereconsiderationsofclimatechangewererelevanttoourassessmentofgoingconcern,theseare

described above.

Basedonourworkwehavenotidentifiedtheimpactofclimatechangeonthefinancialstatementstobeakeyauditmatterorto

impact a key audit matter.

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FINANCIAL STATEMENTS

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ouropinionthereon,andwedonotprovideaseparateopiniononthesematters.

Risk

Revenue recognition – the risk of management override through inappropriate manual journals to revenue

(2025: £713.0 million, 2024: £691.3 million)

Refer to the Accounting policies (page 128); and Note 2 of the Consolidated Financial Statements (page 129)

Asrevenueisakeyperformanceindicatorforexternalcommunicationandaninputintomanagement’searningsconsiderations,there

isanincentiveformanagementtomanipulatetherevenuerecognisedthroughmanualjournalspostedthroughouttheyear,toimprove

financialperformance.

WeconsiderthatthevastmajorityoftheGroup’srevenuetransactionsarenon-complexbynature,withrevenuerecognisedatapointin

timewithnosignificantjudgementrequiredtobeexercisedbymanagement.

The risk level is consistent with prior year.

Our response to the risk

We obtained an understanding of the processes and assessed the design and implementation of key controls for each of the material

revenue streams.

Totesttheappropriatenessofrevenuerecognitionthroughouttheperiod,weperformedthefollowingauditprocedures:

— Weuseddataanalyticsonallinscopecomponentstoanalyse100%oftherevenuetransactionsrecordedintheyear,testingthe

correlationbetweenrevenue,tradereceivablesandcashandperformingtestsofdetailovernon-correlatedtransactions.

— Weverifiedthatcashreceiptsthatcorrelatetotradereceivablesarerecordedaccurately,andrelatetorevenue,throughtesting

asampleofcashjournalentriestocashreceivedduringtheperiodandtestingasampleoftradereceivablebalancesatyearend

todebtorconfirmationsorcashreceivedpostyearendorevidenceofdeliveryofgoodstothecustomer.

— Forallinscopecomponentsweobtainedandreviewedbreakdownsofallmanualjournalsandforallmaterialrevenuejournalsand

asampleofnon-materialrevenuejournalsweagreedthejournalentriestounderlyingdocumentationtoverifytheappropriateness

oftherevenuebeingrecognised.

— Weassessedforevidenceofmanagementbiasbytestingallmaterialmanualjournalseithersideoftheyearendandagreeingjournal

entries to appropriate supporting evidence.

— Forinscopecomponentsweperformedanalyticalprocedurestocomparerevenuerecognisedwithourexpectations,management’s

forecastsand,wherepossible,externalmarketdata.

— Weuseddataanalyticstoidentifypotentialinstancesofmanagementoverride,byperformingsearchesfor:

i. manualjournalsbasedonthetransactiontype

ii. journalsrecordedoutsideofnormalworkinghours

iii. journalspostedbyinappropriateindividuals

 Thesejournalswerethenagreedtounderlyingsupportingdocumentationandbusinessrationale,selectingthosejournalsbased

onriskandmaterialityconsiderations.

Revenueattheinscopecomponentswheretheseprocedureswereperformedrepresents85%ofthetotalrevenuebalance.

Inaddressingthiskeyauditmatter,auditprocedureswereperformedbyacombinationofthePrimaryTeamandeachofthecomponent

audit teams under our supervision.

Key observations communicated to the Audit Committee

Basedontheproceduresperformed,revenuerecognisedintheperiodisappropriate.Ourproceduresperformeddidnotidentifyany

unsupportedmanualadjustmentstorevenuenoranyunexplainedanomaliesfromourrevenueanalytics.

Our procedures did not identify instances of inappropriate management override across the Group.

Independent Auditor’s Report to the members of Renishawplc continued

112

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Valuation of the defined benefit pension liability (2025: £151.3 million, 2024: £163.6 million)

Refer to the Audit Committee Report (page 86); Accounting policy (page 146); and Note 23 of the Consolidated Financial Statements

(page 146)

Thereisanincreasedriskofmaterialmisstatementduetothesizeofthepensionliability,thelevelofjudgementinvolvedinestimating

the key assumptions to calculate the liability and the fact that relatively small movements in these assumptions can result in a material

impacttothefinancialstatements.

Intheprioryearadraftingerrorwasidentifiedinthe2015trustdeedinrelationtothedefinedcontributionunderpinwhichrequires

evaluationastoanyimpactonthecurrentandprioryearvaluationofthedefinedbenefitliabilities.Giventhepotentialformaterial

misstatementinthevaluationofpensionliabilities,weconsideredthisakeyauditmatter.

ThefinancialstatementsincludeapriorperiodadjustmentrelatingtotheGermanpensionscheme.Forthecurrentyear,weconsider

thevaluationofthedefinedbenefitpensionliabilityrelatedtotheGermanschemetoalsobepartofthekeyauditmatter.

AsaresultoftheprioryearadjustmentrelatedtoaGermanpensionscheme,weconsidertherisklevelassociatedwiththisareahas

remained stable compared to the prior year.

Our response to the risk

Weobtainedanunderstandingoftheprocessesandassessedthedesignandimplementationofkeycontrolsforestimatingthedefined

benefitpensionliability.

Totesttheappropriatenessofthedefinedbenefitpensionliability,ourauditproceduresincluded:

— Evaluatingthecompetenceandobjectivityofmanagement’sexternalactuarialspecialists.

— Assessingthecompletenessandaccuracyofthememberdata,usedbytheactuariestoestimatetheschemeliabilities,bytesting

theclericalaccuracyofthememberdataschedules,checkingchangestotheparticipantsintheyearandperformingananalytical

review of the year-on-year movements in the data.

— Evaluatingthelegaladviceobtainedbymanagementinrelationtothedraftingerrorinthetrustdeedrelatedtothedefined

contributionunderpin.Wechallengedmanagement’sassessmentregardingthepotentialimpact,ifany,ofthismatterinrelation

tothevalueofthepensionliabilityrecordedinthefinancialstatements.Thisincludedobtaininglegalconfirmationdirectlyfrom

management’s specialist.

— ReviewingthelegaladviceobtainedbymanagementregardingtheclassificationoftheGermanpensionschemearrangement,

confirmingthatitshouldberecognisedasadefinedbenefitobligationinaccordancewithIAS19ontheGroup’sbalancesheet.

WealsoinvolvedactuarialspecialistsfromEYGermanytoassessthelocalregulatoryandcontractualaspectsoftheschemeto

support our conclusion.

— InvolvingEYactuarialspecialistsaspartofourauditteamto:

i independentlyestimateanacceptablerangeforeachofthesignificantassumptionsusedinestimatingtheUK,IrishandGerman

schemeliabilities,whichincludedthediscountrate;rateofinflation;andmortalityassumptions.Wecomparedeachofthe

significantassumptionsusedbymanagement’sactuarialspecialisttoourindependentacceptablerange.

ii PerformarollforwardoftheUKandIrishschemeliabilitiesfrom30June2024to30June2025andindependentlyreconcilethe

output to the amounts calculated by management’s external actuarial specialist.

iii Withassistancefromthecoreauditteam,testthemembershipdatarelatingtotheGermanpensionschemebyverifyingthe

underlyingemployerrecordsandreconcilingthemwithconfirmationsobtainedfromtheschemeadministrator.

— EvaluatingwhetherthedisclosuresintheGroupfinancialstatementsareinaccordancewiththoserequiredbyIAS19.

InresponsetotheprioryearrestatementrelatingtotheGermanpensionscheme,we:

— Reviewed the pension scheme documents and management’s assessment of the error.

— Assessedtheactuarialassumptionsandmethodologyusedtoquantifytheimpactoftheerroronthedefinedbenefitobligationand

relatedasset(reimbursableright).

— EvaluatedtheappropriatenessoftheprioryearadjustmentinaccordancewithIAS8,includingtherestatementofcomparativefigures.

Weperformedcentralisedprocedures,whichcovered100%oftheDefinedbenefitpensionliabilitybalance.Inaddressingthiskeyaudit

matter,auditprocedureswereperformedbythePrimaryTeamalongsideEYspecialistsfromtheUKandGermany.

Key observations communicated to the Audit Committee

Basedontheproceduresperformed,weagreethattheGermandefinedbenefitpensionschemeshouldberecognisedasadefined

benefitpensionschemewiththecorrespondingassetsandliabilitiesrecordedwithintheconsolidatedbalancesheet.Asdisclosed

inNote1tothefinancialstatements,thecomparativefigureshavebeenrestatedtocorrectapriorperioderrorrelatingtotheGerman

pensionscheme.Wehaveauditedtherestatedcomparativeinformationandassessedtheappropriatenessoftheadjustmentsmade.

Ourauditproceduresdidnotidentifyevidenceofmaterialmisstatementregardingthevaluationofthedefinedbenefitpensionliability.

WeconcludedthatthedisclosuresprovidedinNote23&Note1totheGroupfinancialstatementsareinaccordancewiththoserequired

by IAS 19 and IAS 8.

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FINANCIAL STATEMENTS

Completeness of provision for uncertain tax positions and related tax disclosures

Refer to the Audit Committee Report (page 85); Accounting policy (page 132); and Note 7 of the Consolidated Financial Statements

(page133)

TheGrouphasrecognisedanuncertaintaxpositionprovisionof£9.2m(FY2024:Nil)andassociatedinterestof£4.9m(FY2024:Nil)

relatingtospecificlegacyarrangements.

TheGroupissubjecttoarangeoftaxlegislationthatcanvarybyjurisdictionandtaxcomplianceforglobalbusinessesis

increasinglycomplex.

Thereisjudgementinrelationto(i)whetheraprovisionisrequiredforanuncertaintaxposition;(ii)thequantumoftheassociated

provision;and,(iii)whethertheprovisionandrelatedinterestshouldbedisclosedas“adjustingitems”.

Thismatterhasbeenidentifiedasanewriskinthecurrentyearduetothematerialityandsignificantjudgementinvolvedinrelation

touncertaintaxpositions.

Our response to the risk

Inrespondingtotheidentifiedkeyauditmatter,wecompletedthefollowingauditprocedures:

— Obtained management’s assessment paper regarding potential uncertain tax positions and reviewed the underlying evidence

toconcludeonmanagement’skeyjudgementssetoutintheirpaper,includingadvicereceivedfrommanagement’sspecialist

— Reviewed correspondence between the Group and relevant tax authorities in relation to open tax matters

— Involved our tax specialists to perform a review of the specialist advice obtained by management alongside a review of underlying

documents associated with the uncertain tax positions

— Assessed the level of provision recorded for uncertain tax positions in light of third party evidence obtained and the views of our tax

specialists who developed their own point estimates

— Read the related disclosures in the Annual Report and Accounts and evaluated the adequacy of these in light of whether it was

appropriateforthesematterstobeincludedas“adjusteditems”andwhethertheassociateddisclosurewasclear.

Inaddressingthiskeyauditmatter,auditprocedureswereperformedbyamixofthePrimaryTeam,UKandoverseastaxspecialistsand

overseas component teams under our supervision.

Key observations communicated to the Audit Committee

Basedonourprocedures,weconcludedthattheprovisionsforuncertaintaxpositionsandthedisclosuresintheAnnualReportand

Accounts for the year ended 30 June 2025 are appropriate.

Intheprioryear,ourauditor’sreportincludedkeyauditmattersinrelationtotheaccountingtreatmentforpensionbuy-intransaction

and,fortheParentcompany,thecarryingvalueofintercompanyreceivables.Thepensionbuy-intransactionwascompletedin

theprioryearandthereforeisnotrelevanttothecurrentyear.Inrespectofthecarryingvalueofintercompanyreceivables,the

judgementandamountincludedonthebalancesheethasreducedfromtheprioryear.Assuch,thesekeyauditmattersareno

longer applicable for the current year.

Independent Auditor’s Report to the members of Renishawplc continued

114

Renishaw plc Annual Report 2025

Our application of materiality

Weapplytheconceptofmaterialityinplanningandperformingtheaudit,inevaluatingtheeffectofidentifiedmisstatementsonthe

audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the

economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our

audit procedures.

WedeterminedmaterialityfortheGrouptobe£6.4million(2024:£6.1million),whichis5%(2024:5%)ofAdjustedprofitbeforetax.

WebelievethatAdjustedprofitbeforetaxprovidesuswiththemetricwhichisusedmostprevalentlybyGroupmanagementintheir

internal and external reporting and is the most relevant performance measure to the stakeholders of the Group.

WedeterminedmaterialityfortheParentCompanytobe£8.4million(2024:£8.1million),whichis1%(2024:1%)ofEquity.

Duringthecourseofouraudit,wereassessedinitialmaterialitytoreflectactualresultsbeingdifferenttotheforecastusedto

calculate planning materiality and performed our testing at this revised level.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level

the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

Onthebasisofourriskassessments,togetherwithourassessmentoftheGroup’soverallcontrolenvironment,ourjudgementwas

thatperformancematerialitywas75%(2024:75%)ofourplanningmateriality,namely£4.7million(2024:£4.6million).Wehaveset

performance materiality at this percentage due to our expectation of misstatements being low.

Audit work was undertaken at component locations for the purpose of responding to the assessed risks of material misstatement

oftheGroupfinancialstatements.Theperformancematerialitysetforeachcomponentisbasedontherelativescaleandrisk

ofthecomponenttotheGroupasawholeandourassessmentoftheriskofmisstatementatthatcomponent.Inthecurrentyear,

therangeofperformancematerialityallocatedtocomponentswas£0.3mto£3.2m(2024:£0.3millionto£3.1million).

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

WeagreedwiththeAuditCommitteethatwewouldreporttothemalluncorrectedauditdifferencesinexcessof£0.3million

(2024:£0.3million),whichissetat5%ofplanningmateriality,aswellasdifferencesbelowthatthresholdthat,inourview,

warrantedreportingonqualitativegrounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light

ofotherrelevantqualitativeconsiderationsinformingouropinion.

Starting basis

— Statutoryprofitbeforetax–£118.0m

Adjustments

— Adjustfornon-recurringitems–£9.2m,comprising:

• Closureofdrugdeliverybusiness–£2.0m

• ClosureofEdinburghresearchoffice–£2.3m

• Interestpayableonhistoricaltaxmatters–£4.9m

Materiality

— Totals£127.2madjustedprofitbeforetax

— Materialityof£6.4m(5%ofmaterialitybasis)

115

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FINANCIAL STATEMENTS

Other information

TheotherinformationcomprisestheinformationincludedintheannualreportincludingtheStrategicReportsetoutonpages2to57,

theGovernanceReportsetoutonPages59to106andShareholdersinformationsetoutonpages177to178,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

this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theotherinformation,wearerequiredtoreportthatfact.

We have nothing to report in this regard.

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.

Matters on which we are required to report by exception

InthelightoftheknowledgeandunderstandingoftheGroupandtheParentcompanyanditsenvironmentobtainedinthecourse

oftheaudit,wehavenotidentifiedmaterialmisstatementsintheStrategicReportortheDirectors’Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to

youif,inouropinion:

— 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andthepartoftheDirectors’RemunerationReporttobeauditedarenotinagreement

withtheaccountingrecordsandreturns;or

— certaindisclosuresofDirectors’remunerationspecifiedbylawarenotmade;or

— we have not received all the information and explanations we require for our audit

Corporate Governance Statement

WehavereviewedtheDirectors’statementinrelationtogoingconcern,longer-termviabilityandthatpartoftheCorporate

GovernanceStatementrelatingtotheGroupandcompany’scompliancewiththeprovisionsoftheUKCorporateGovernanceCode

specifiedforourreviewbytheUKListingRules.

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orourknowledgeobtainedduringtheaudit:

— Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material

uncertaintiesidentifiedsetoutonpage76;

— Directors’explanationastoitsassessmentofthecompany’sprospects,theperiodthisassessmentcoversandwhytheperiod

isappropriatesetoutonpage76;

— Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meets

itsliabilitiessetoutonpage76;

— Directors’statementonfair,balancedandunderstandablesetoutonpage106;

— Board’sconfirmationthatithascarriedoutarobustassessmentoftheemergingandprincipalriskssetoutonpage75;

— Thesectionoftheannualreportthatdescribesthereviewofeffectivenessofriskmanagementandinternalcontrolsystemsset

outonpage75;and

— The section describing the work of the Audit Committee set out on page 84.

Independent Auditor’s Report to the members of Renishawplc continued

116

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Responsibilities of directors

AsexplainedmorefullyintheDirectors’responsibilitiesstatementsetoutonpage106,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and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.

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.

Explanation as to what extent 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irregularities,includingfraud.Theriskofnotdetectingamaterialmisstatementduetofraud

ishigherthantheriskofnotdetectingoneresultingfromerror,asfraudmayinvolvedeliberateconcealmentby,forexample,forgery

orintentionalmisrepresentations,orthroughcollusion.Theextenttowhichourproceduresarecapableofdetectingirregularities,

including fraud is detailed below.

However,theprimaryresponsibilityforthepreventionanddetectionoffraudrestswithboththosechargedwithgovernanceofthe

company and management.

— We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that

themostsignificantarethosethatrelatetothereportingframework(UKadoptedinternationalaccountingstandards,United

KingdomGenerallyAcceptedAccountingPractice,theCompaniesAct2006,theUKCorporateGovernanceCode)andthe

relevanttaxcomplianceregulationsintheUKandoverseasjurisdictionsinwhichtheGroupoperates.Inaddition,weconcluded

thattherearecertainsignificantlawsandregulationswhichmayhaveaneffectonthedeterminationoftheamountsand

disclosuresinthefinancialstatementsbeingtheListingRulesoftheLondonStockExchange,theBriberyAct2010,

OccupationalHealthandSafetyRegulations,GeneralDataProtectionRegulationandexportcontrolsaswellas,fortheGroup’s

overseascomponents,thenon-UKequivalentoftheselegislativeframeworks.

— We understood how Renishaw plc is complying with those frameworks by reading internal policies and codes of conduct and

assessingtheentitylevelcontrolenvironment,includingthelevelofoversightofthosechargedwithgovernance.Wemade

enquiriesofmanagement,internalaudit,theGroup’slegalcounselandthoseresponsibleforlegalandcomplianceprocedures.

We corroborated our enquiries through our review of board minutes and papers provided to the Audit Committee and noted that

there was no contradictory evidence.

— WeassessedthesusceptibilityoftheGroup’sfinancialstatementstomaterialmisstatement,includinghowfraudmightoccurby

consideringtheprogrammesandcontrolsthattheGrouphasestablishedtoaddressrisksidentifiedbytheentity,orthatotherwise

prevent,deteranddetectfraud;howseniormanagementmonitorthoseprogramsandcontrols,evaluatingconditionsinthecontext

ofincentiveand/orpressuretocommitfraud,consideringtheopportunitytocommitfraudandthepotentialrationalisationofthe

fraudulentact,andbymakingenquiriesofseniormanagement,includingtheGroupFinanceDirector,GroupFinancialController,

GroupInternalAuditManager,GroupCompanySecretaryandGeneralCounselandChairoftheAuditCommittee.Weplanned

ouraudittoidentifyrisksofmanagementoverride,testedhigherriskjournalentriesandperformedauditprocedurestoaddressthe

potentialformanagementbias,particularlyoverareasinvolvingsignificantestimation.Furtherdiscussionofourapproachtoaddress

theidentifiedriskofmanagementoverride,relatedtorevenuerecognition,issetoutinthekeyauditmatterssectionofourreport.

— Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations.

Ourproceduresinvolvedmakingenquiresofmanagement,includingtheGroup’sinternalandexternallegalcounsel,internal

auditandcomponentmanagement,ofknowninstancesofnon-complianceorsuspectednon-compliancewithlawsand

regulations;attendanceatauditcommitteemeetings;reviewofcommitteeandboardmeetingminutes,includingboardmeeting

minutesforfullscopecomponentstoidentifyanyknownorpotentialnon-compliancewithlawsandregulations;journalentry

testing,withafocusonjournalsmeetingourdefinedriskcriteriabasedonourunderstandingofthebusiness;andreviewofthe

volume and nature of matters reported through the whistleblowing hotline during the year and post year end period. We also

completedprocedurestoconcludeonthecomplianceofsignificantdisclosuresintheAnnualReportandAccountswiththe

requirementsoftherelevantaccountingstandards,UKlegislationandtheUKCorporateGovernanceCode.Wecommunicated

regularlywiththefullscopeandspecificscopecomponentteamsandattendedkeymeetingswiththecomponentauditteams

and local management in order to identify and communicate any instances of non-compliance with laws and regulations.

AfurtherdescriptionofourresponsibilitiesfortheauditofthefinancialstatementsislocatedontheFinancialReportingCouncil’s

website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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FINANCIAL STATEMENTS

Other matters we are required to address

— FollowingtherecommendationfromtheAuditCommitteewewereappointedbytheParentcompanyon13October2016toaudit

thefinancialstatementsfortheyearending30June2017andsubsequentfinancialperiods.

 Theperiodoftotaluninterruptedengagementincludingpreviousrenewalsandreappointmentsisnineyears,coveringtheyears

ending 30 June 2017 to 30 June 2025.

— The audit opinion is consistent with the additional report to the audit committee.

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.

Helen McLeod-Jones(Seniorstatutoryauditor)

forandonbehalfofErnst&YoungLLP,StatutoryAuditor

Bristol

17 September 2025

Independent Auditor’s Report to the members of Renishawplc continued

118

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Introduction

TheDirectorsareresponsibleforpreparingtheAnnualReportandtheGroupandCompanyfinancialstatementsinaccordancewith

applicable law and regulations. The full statement of Directors’ responsibilities can be found on page 106.

Thenotes(formingpartofthefinancialstatements)provideadditionalinformationrequiredbystatute,accountingstandardsorother

regulationstoassistinamoredetailedunderstandingoftheprimaryfinancialstatements.

Financial statements contents

Consolidated financial statements

Primary statements

120 Consolidated income statement

121 Consolidated statement of comprehensive income and expense

122 Consolidated balance sheet

123 Consolidated statement of changes in equity

124 Consolidatedstatementofcashflow

Notes (forming part of the financial statements)

125 1. Accounting policies

128 2. Revenue disaggregation and segmental analysis

130 3. Employee costs

131 4. Cost of sales

131 5. Financial income and expenses

132 6.Profitbeforetax

132 7. Ta xat ion

135 8. Earnings per share

135 9.Property,plantandequipment

136 10. Right-of-use assets

137 11. Investment properties

138 12. Intangible assets

141 13.Investmentsinjointventures

142 14.Leases(aslessor)

142 15. Cash and cash equivalents and bank deposits

143 16. Inventories

143 17.Provisions

144 18. Contract liabilities

144 19. Other payables

144 20. Borrowings

145 21.Leases(aslessee)

146 22.Changesinliabilitiesarisingfromfinancingactivities

146 23.Employeebenefits

150 24. Share-based payments

151 25. Financial instruments

157 26. Share capital and reserves

158 27. Capital commitments

159 28. Related parties

159 29. Alternative performance measures

162 30. Events after the reporting period

Company financial statements

Primary statements

163 Company balance sheet

164 Company statement of changes in equity

Notes to the Company financial statements

165 C.31. Accounting policies

167 C.32.Property,plantandequipment

168 C.33. Right-of-use assets

168 C.34. Investment properties

168 C.35. Long-term loans to Group undertakings

169 C.36. Intangible assets

169 C.37. Investments in subsidiaries

169 C.38.Investmentsinjointventures

169 C.39. Deferred tax

170 C.40. Inventories

170 C.41. Trade receivables

170 C.42.Provisions

170 C.43.Leases(aslessee)

171 C.44. Other payables

171 C.45.Employeebenefits

172 C.46. Share capital

172 C.47. Related parties

172 C.48. Capital commitments

172 C.49. Subsidiary undertakings

174 C.50. Joint ventures

Financial statements

119

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FINANCIAL STATEMENTS

		Adjusted	Adjusting	Statutory	Adjusted	Adjusting	Statutory
		total	items	total	total	items	total
		2025	2025	2025	2024	2024	2024
from continuing operations	notes	£’000	£’000	£’000	£’000	£’000	£’000
Revenue	2	7 13 , 0 4 4	–	713 , 0 4 4	6 9 1, 3 01	–	6 9 1, 3 01
Cost of sales	4	(379 ,650)	(4,379)	(384,029)	(367,658)	–	(3 6 7, 6 5 8)
Gross profit		333,394	(4, 379)	3 2 9 , 0 15	323,6 43	–	323,643
Distribution costs		(14 4 , 0 3 1)	–	(14 4 , 0 3 1)	(13 9 , 9 01)	–	(1 3 9 , 9 0 1)
Administrative expenses		(7 7, 0 9 9)	–	(77,099)	(75,075)	–	(75,075)
Operating profit		112 , 2 6 4	(4,379)	10 7, 8 8 5	10 8 , 6 6 7	–	10 8 ,6 67
Financial income	5	16 , 5 17	–	16 , 517	12 , 3 3 6	–	12 , 3 3 6
Financial expenses	5	(5,08 8)	(4 , 8 5 2)	(9 ,940)	(2,289)	–	(2,2 89)
Shareofprofitsofjointventures	13	3,538	–	3,53 8	3,880	–	3,8 80
Profit before tax		12 7, 2 31	(9 , 2 3 1)	1 1 8,000	12 2 , 5 9 4	–	12 2 , 5 9 4
Income tax expense	7	(2 7, 0 10)	(7 ,233)	(3 4 , 2 4 3)	(2 5 ,7 0 5)	–	(2 5 ,70 5)
Profit for the year		10 0 , 2 21	(1 6,464)	8 3,7 57	9 6,8 89	–	96,8 89
Profit attributable to:
Equity shareholders of the parent company				83 ,75 7			96,8 89
Non-controlling interest	26			–			–
Profitfortheyear				8 3,7 57			9 6,8 89
		pence	pence	pence	pence	pence	pence
Dividend per share arising in respect of the year	26			7 8 .1			76. 2
Dividend per share paid in the year	26			76. 2			76. 2
Earningspershare(basicanddiluted)	8	13 7. 8	(2 2 .1)	115 . 2	13 3 . 2	–	13 3 . 2

SeeNote29AlternativeperformancemeasuresformoredetailsonAdjustingitems.

Consolidated income statement

for the year ended 30 June 2025

120

Renishaw plc Annual Report 2025

					Adjusted	Adjusting	Statutory
		Adjusted	Adjusting	Statutory	total	items	total
		total	items	total	2024	2024	2024
		2025	2025	2025	(restated)	(restated)	(restated)
	notes	£’000	£’000	£’000	£’000	£’000	£’000
Profit for the year		10 0 , 2 21	(1 6,464)	8 3,7 57	9 6,8 89	–	96,8 89
Other items recognised directly in equity:
Items that will not be reclassified to the Consolidated income statement:
Remeasurementofdefinedbenefitpensionscheme
assets/liabilities/reimbursement right	23	2, 777	–	2, 777	(4 8 , 7 76)	–	(4 8 , 7 7 6)
Deferredtaxonremeasurementofdefinedbenefit
pension scheme assets/liabilities/reimbursement right		(3 74)	–	(3 74)	12, 4 5 0	–	12 , 4 5 0
Total for items that will not be reclassified		2,403	–	2,403	(36 , 32 6)	–	(36 , 32 6)
Items that may be reclassified to the Consolidated
income statement:
Exchangedifferencesintranslationof
overseasoperations	26	(6 , 2 9 5)	–	(6, 2 9 5)	(4,038)	–	(4,038)
Exchangedifferencesintranslationofoverseas
jointventure	26	16 9	–	16 9	(3 11)	–	(3 11)
Current tax on translation of net investments in overseas operations	26	–	–	–	57	–	57
Effectiveportionofchangesinfairvalueofcashflow
hedges,netofrecycling	26	5,80 4	–	5, 804	5, 812	–	5 , 812
Deferredtaxoneffectiveportionofchangesinfair
valueofcashflowhedges	7,26	(1, 4 5 1)	–	(1, 4 5 1)	(1, 4 5 3)	–	(1, 4 5 3)
Total for items that may be reclassified		(1, 7 7 3)	–	(1, 7 7 3)	67	–	67
Total other comprehensive income and expense, net of tax		630	–	630	(36 , 2 5 9)	–	(3 6 , 2 5 9)
Total comprehensive income and expense for theyear		10 0 , 8 5 1	(16 ,464)	84 ,387	6 0,6 3 0	–	6 0,6 3 0
Attributable to:
Equity shareholders of the parent company				84,387			60 ,63 0
Non-controlling interest	26			–			–
Total comprehensive income and expense for theyear				84,3 87			60,6 3 0

‘Remeasurementofdefinedbenefitpensionschemeassets/liabilities/reimbursementright’and‘Deferredtaxonremeasurement

ofdefinedbenefitpensionschemeassets/liabilities/reimbursementright’havebeenrestatedinthecomparativeinformation.

SeeNote1forfurtherdetails.

Consolidated statement of comprehensive

incomeandexpense

for the year ended 30 June 2025

121

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

			2024	2023
		2025	(restated)	(restated)
	notes	£’000	£’000	£’000
Assets
Property,plantandequipment	9	338, 287	325,040	286, 085
Right-of-use assets	10	12 , 2 18	14 , 74 6	8,4 0 2
Investment properties	11	11, 5 6 6	10, 28 5	10 , 3 2 3
Intangible assets	12	50,550	47, 3 4 3	46, 468
Investmentsinjointventures	13	2 7, 6 9 2	25 , 485	2 2 , 414
Finance lease receivables	14	1 1 ,950	11, 9 4 4	9, 93 5
Employeebenefits	23	1 1 ,443	10, 8 4 5	5 7, 4 1 6
Reimbursement right	23	1 2,909	12 ,11 6	1 1 ,348
Deferred tax assets	7	22,4 32	20 ,3 67	2 2, 59 5
Derivatives	25	7, 8 7 8	1, 3 87	9,4 4 3
Total non-current assets		506,9 25	47 9 , 5 5 8	484, 429
Current assets
Inventories	16	15 9 , 4 6 5	1 61 ,928	18 5,7 5 7
Trade receivables	25	1 28,464	13 4 , 0 7 3	12 3 , 4 2 7
Finance lease receivables	14	5 ,1 9 5	3 ,8 61	3 ,76 4
Current tax		6,453	2 1, 2 9 8	19, 5 5 8
Other receivables	25	40 ,7 32	3 4,076	28,8 40
Derivatives	25	14 , 3 4 5	13 , 5 47	5 ,373
Bank deposits	15,25	186,226	9 5,5 42	1 25 , 000
Cash and cash equivalents	15,25	87 ,420	12 2, 2 9 3	8 1 ,388
Total current assets		628,30 0	5 8 6 , 6 18	5 7 3 ,10 7
Current liabilities
Trade payables	25	25,94 3	21, 3 3 0	2 1 , 5 51
Contract liabilities	18	14 , 6 6 9	10 , 8 8 0	9 , 9 71
Current tax		11, 3 0 3	1,7 6 7	7,11 8
Provisions	17	8,978	2, 9 97	2 ,7 5 8
Derivatives	25	15 0	448	5,08 9
Lease liabilities	21	3,992	3,960	3,0 0 9
Amountspayabletojointventure	13	14 , 5 3 0	8 , 475	–
Borrowings	20	764	74 7	4,6 94
Other payables	19	5 7,1 3 2	50, 34 4	48,130
Total current liabilities		13 7, 4 61	10 0, 9 4 8	10 2, 3 2 0
Net current assets		490,839	485, 67 0	47 0 ,7 87
Non-current liabilities
Lease liabilities	21	8,7 6 9	11, 0 6 2	5 , 624
Borrowings	20	2 ,1 2 0	2 ,7 7 5	–
Employeebenefits	23	2 1,131	2 1, 3 4 9	20,5 38
Deferred tax liabilities	7	3 8 ,78 4	3 3,6 0 0	3 8 ,7 7 0
Derivatives	25	1, 0 9 6	17 7	12 0
Total non-current liabilities		7 1, 9 0 0	68,9 63	6 5,0 52
Total assets less total liabilities		925,864	896,265	890,164
Equity
Share capital	26	14 , 5 5 8	14 , 5 5 8	14 , 5 5 8
Share premium		42	42	42
Own shares held	26	(2 ,1 4 0)	(2 , 9 6 3)	(2 , 9 6 3)
Currency translation reserve	26	(3,646)	2,4 8 0	6 ,7 7 2
Cashflowhedgingreserve	26	15 , 2 6 4	1 0 , 9 11	6 ,5 52
Retained earnings		9 0 1 ,17 0	870,4 3 4	865,2 83
Other reserve	26	1 ,1 9 3	1, 3 8 0	497
Equity attributable to the shareholders of the parent company		9 2 6 , 4 41	89 6 ,842	8 9 0 , 741
Non-controlling interest	26	(577)	(57 7)	(5 7 7)
Total equity		925,864	896,265	890,164

Reimbursementright,Employeebenefits,Deferredtaxassetsandretainedearningshavebeenrestatedinthecomparative

information. See Note 1 for further details.

These financial statements were approved by the Board of Directors on 17 September 2025 and were signed on its behalf by:

Sir David Grant Allen Roberts

Interim Non-executive Chair Group Finance Director

Consolidated balance sheet

at 30 June 2025

122

Renishaw plc Annual Report 2025

			Own	Currency	Cash flow			Non-
	Share	Share	shares	translation	hedging	Retained	Other	controlling
	capital	premium	held	reserve	reserve	earnings	reserve	interest	Total
Year ended 30 June 2024	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Balance at 1 July 2023	14, 5 5 8	42	(2, 9 6 3)	6 ,7 72	6,5 52	87 1 , 777	4 97	(57 7)	8 9 6,6 5 8
Prioryearrestatement	–	–	–	–	–	(6 ,4 9 4)	–	–	(6 ,4 9 4)
Balanceat1July2023(restated)	14 , 5 5 8	42	(2 , 9 6 3)	6 ,7 72	6, 552	865,283	4 97	(577)	890,164
Profitfortheyear	–	–	–	–	–	9 6,8 89	–	–	96,8 89
Other comprehensive income andexpense
(net of tax)
Remeasurementofdefinedbenefitpension
schemeassets/liabilities/reimbursementright	–	–	–	–	–	(3 6 , 3 2 6)	–	–	(36 , 3 2 6)
Foreignexchangetranslationdifferences	–	–	–	(3 , 9 8 1)	–	–	–	–	(3 , 9 8 1)
Foreignexchangerelatedtojointventure	–	–	–	(3 11)	–	–	–	–	(3 11)
Changesinfairvalueofcashflowhedges	–	–	–	–	4,359	–	–	–	4,359
Total other comprehensive income
and expense	–	–	–	(4 , 2 9 2)	4,359	(3 6 , 32 6)	–	–	(3 6 , 2 5 9)
Total comprehensive income
and expense	–	–	–	(4 , 2 9 2)	4,359	6 0,5 63	–	–	60 ,63 0
Share-based payments charge	–	–	–	–	–	–	883	–	883
Dividends paid	–	–	–	–	–	(5 5 , 41 2)	–	–	(5 5 , 41 2)
Balance at 30 June 2024	14 , 5 5 8	42	(2, 963)	2 ,48 0	1 0 , 9 11	870,434	1, 3 8 0	(5 7 7)	896,265
Year ended 30 June 2025
Profitfortheyear	–	–	–	–	–	8 3 ,75 7	–	–	83 ,75 7
Other comprehensive income andexpense
(net of tax)
Remeasurementofdefinedbenefitpension
schemeassets/liabilities/reimbursementright	–	–	–	–	–	2,4 0 3	–	–	2,4 0 3
Foreignexchangetranslationdifferences	–	–	–	(6 , 2 9 5)	–	–	–	–	(6, 2 9 5)
Foreignexchangerelatedtojointventure	–	–	–	16 9	–	–	–	–	16 9
Changesinfairvalueofcashflowhedges	–	–	–	–	4,3 5 3	–	–	–	4,3 5 3
Total other comprehensive income
andexpense	–	–	–	(6, 126)	4,3 5 3	2,4 0 3	–	–	630
Total comprehensive income
and expense	–	–	–	 (6,126)	4,353	86,160	–	–	8 4 ,3 87
Share-based payments charge	–	–	–	–	–	–	79 0	–	790
Distribution of own shares	–	–	97 7	–	–	–	(9 7 7)	–	–
Purchaseofownshares	–	–	(15 4)	–	–	–	–	–	(15 4)
Dividends paid	–	–	–	–	–	(5 5 ,4 2 4)	–	–	(5 5 , 4 24)
Balance at 30 June 2025	14 , 5 5 8	42	(2 ,14 0)	(3, 646)	15 , 2 6 4	9 0 1 ,1 7 0	1,19 3	(5 7 7)	925,864

MoredetailsofsharecapitalandreservesaregiveninNote26.‘Remeasurementofdefinedbenefitpensionschemeassets/

liabilities/reimbursement right’ have been restated in the comparative information. See Note 1 for further details.

Consolidated statement of changes in equity

for the year ended 30 June 2025

123

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

		2025	2024
	notes	£’000	£’000
Cash flows from operating activities
Profitfortheyear		8 3,7 57	9 6,889
Adjustmentsfor:
Depreciationandimpairmentofproperty,plantandequipment,right-of-useassets,
andinvestmentproperties	9,10,11	29,0 57	2 4 ,1 9 5
Profitonsaleofproperty,plantandequipment	9	(1 ,083)	(1 ,1 9 9)
Amortisation and impairment of intangible assets	12	6,689	8,6 3 3
Shareofprofitsfromjointventures	13	(3 , 5 38)	(3 , 8 8 0)
Definedbenefitpensionschemespastserviceandadministrativecosts	23	1,833	9 07
Financial income	5	(1 6 , 5 17)	(1 2 , 3 3 6)
Financial expenses	5	9 ,940	2,2 89
Share-based payment expense	24	790	883
Tax expense	7	3 4, 243	2 5 ,7 0 5
		6 1, 414	4 5 ,1 9 7
Decrease/(increase)ininventories		2,46 3	23,829
Increaseintrade,financeleaseandotherreceivables		(11, 0 2 5)	(2 3 ,719)
Increase/(decrease)intradeandotherpayables		16 , 5 2 5	3, 5 57
Increase/(decrease)inprovisions		1,12 9	239
		9,0 94	3 ,906
Definedbenefitpensionschemecontributions	23	(16 2)	(16 1)
Income taxes paid		(6, 20 7)	(21,75 2)
Cash flows from operating activities		1 47 ,896	124 , 0 7 9
Investing activities
Purchaseofproperty,plantandequipment,andinvestmentproperties	9,11	(4 6 , 2 7 3)	(6 5 , 518)
Saleofproperty,plantandequipment		4,887	4 ,47 5
Development costs capitalised	12	(9,999)	(9 , 2 8 1)
Purchaseofotherintangibles	12	(28 6)	(24 6)
(Increase)/decreaseinbankdeposits	15	(90,68 4)	2 9 ,4 5 8
Interest received	5	12 , 2 16	9 ,1 1 0
Dividendsreceivedfromjointventures	13	1, 5 0 0	498
Cash flows from investing activities		(12 8 , 6 3 9)	(3 1, 5 0 4)
Financing activities
Repayment of borrowings	20	(7 9 4)	(79 9)
Amountsreceivedasdepositfromjointventure	13	5,98 3	8 , 475
Interest paid	5	(1,1 4 0)	(6 0 8)
Repayment of principal of lease liabilities	22	(4,28 4)	(4,359)
Own shares purchased	26	(15 4)	–
Dividends paid	26	(55,424)	(5 5 , 41 2)
Cash flows from financing activities		(5 5 , 813)	(5 2 ,70 3)
Net decrease in cash and cash equivalents		(3 6, 5 5 6)	39, 872
Cash and cash equivalents at the beginning of the year		122,293	8 1 ,388
Effectofexchangeratefluctuationsoncashheld		1, 6 8 3	1, 0 3 3
Cash and cash equivalents at the end of the year	15	87 ,420	12 2 , 2 9 3

Cashandcashequivalentsandbankdepositsattheendoftheyearwere£273. 6m(2024:£21 7 .8m).SeeNote15formoredetails.

Consolidated statement of cash flow

for the year ended 30 June 2025

124

Renishaw plc Annual Report 2025

1. Accounting policies

This section sets out our principal accounting policies that relate to the financial statements as a whole, along with the

critical accounting judgements and estimates that management has identified as having a potentially material impact on

the Group’s consolidated financial statements. Where an accounting policy is applicable to a specific note in the financial

statements, the policy is described within that note.

Basis of preparation

Renishaw plc (the Company) is a company incorporated in England and Wales. The Group financial statements consolidate those

of the Company and its subsidiaries (together referred to as the Group, and ‘we’) and equity account the Group’s interest in joint

ventures. The parent company financial statements present information about the Company as a separate entity and not about

the Group.

The Group financial statements have been prepared and approved by the Directors in accordance with UK-adopted International

Accounting Standards (IAS). The parent company financial statements have been prepared in accordance with Financial Reporting

Standard 101 ‘Reduced Disclosure Framework’.

The consolidated financial statements are presented in Sterling, which is the Company’s functional currency and the Group’s

presentational currency, and all values are rounded to the nearest thousand (£’000).

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these Group

financial statements. Page 127 sets out the critical estimates (that have a significant risk of material adjustment in the next year) and

key judgements (that have a significant effect on the financial statements) made by the Directors in applying the accounting policies.

Basis of consolidation

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns

from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control,

the Group takes into consideration potential voting rights that are exercisable. The acquisition date is the date on which control is

transferred to the acquirer. The financial statements of subsidiaries are included in the consolidated financial statements from the

date that control commences until the date that control ceases. Losses applicable to the non-controlling interests in a subsidiary

are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.

Joint ventures are accounted for using the equity method (equity-accounted investees) and are initially recognised at cost.

The Group’s investments includes goodwill identified on acquisition, net of any accumulated impairment losses.

The consolidated financial statements include the Group’s share of the total comprehensive income and equity movements of equity

accounted investees, from the date that significant influence commences until the date that significant influence ceases. When the

Group’s share of losses exceeds its interest in an equity accounted investee, the Group’s carrying amount is reduced to nil and

recognition of further losses is discontinued (except to the extent that the Group has incurred legal obligations or made payments

on behalf of an investee).

Intragroup balances and transactions, and any unrealised income and expenses arising from intragroup transactions, are eliminated

on consolidation. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment

to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only

to the extent that there is no evidence of impairment.

Foreign currencies

On consolidation, overseas subsidiaries’ results are translated into Sterling at weighted average exchange rates for the year

by translating each overseas subsidiary’s monthly results at exchange rates applicable to the respective months. Assets and

liabilities denominated in foreign currencies at the balance sheet date are translated into Sterling at the foreign exchange rates

prevailing at that date. Differences on exchange resulting from the translation of overseas assets and liabilities are recognised

in Other comprehensive income and are accumulated in equity.

Monetary assets and liabilities denominated in foreign currencies are reported at the rates prevailing at the time, with any gain or

loss arising from subsequent exchange rate movements being included as an exchange gain or loss in the Consolidated income

statement. Foreign currency differences arising from transactions are recognised in the Consolidated income statement.

Notes (forming part of the consolidated financial statements)

125

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

Notes continued

1. Accounting policies continued

New, revised or changes to existing accounting standards

The following accounting standards and amendments became effective as at 1 January 2024 and have been adopted in the

preparation of these financial statements, with effect from 1 July 2024:

— amendments to IAS 1, Classification of Liabilities as Current or Non-current;

— amendments to IAS 7 and IFRS 7, Supplier Finance Arrangements; and

— amendments to IFRS 16, Lease liability in a Sale and Leaseback.

These have not had a material effect on these financial statements.

At the date of these financial statements, the following standards and amendments that are potentially relevant to the Group,

and which have not been applied in these financial statements, were in issue but not yet effective:

— IFRS 18 Presentation and Disclosures in Financial Statements (not yet endorsed by the UK); and

— IFRS 19 Subsidiaries without Public Accountability: Disclosures (not yet endorsed by the UK); and

— amendments to IAS 21, Lack of exchangeability.

The adoption of these standards and interpretations in future periods is not expected to have a material impact on the financial

statements of the Group.

The Group has applied the temporary exception issued by the International Accounting Standards Board from the accounting

requirements for deferred taxes in IAS 12 arising from the Organisation for Economic Co-operation and Development’s (OECD)

international tax reform. Accordingly, the Group neither recognises nor discloses information about deferred tax assets and liabilities

related to Global Minimum Tax income taxes.

Alternative performance measures

The financial statements are prepared in accordance with adopted IFRS and applied in accordance with the provisions of the

Companies Act 2006. In measuring our performance, the financial measures that we use include those which have been derived

from our reported results, to eliminate factors which distort year-on-year comparisons.

These are considered non-GAAP financial measures. We believe this information, along with comparable GAAP measurements,

is useful to stakeholders in providing a basis for measuring our operational performance. The Board uses these financial measures,

along with the most directly comparable GAAP financial measures, in evaluating our performance (see Note 29).

Prior year restatement

An error has been identified with the Group’s classification of a German pension scheme as a defined contribution scheme,

as opposed to a defined benefit scheme, following a request for funding from the pension scheme support fund. In line with IAS 8,

the Group has restated balances at 30 June 2024 and 1 July 2023.

The impact on the financial statements as 1 July 2023 was the recognition of a non-current liability employee benefit of £20,493,000

and a reimbursement right asset of £11,348,000. A corresponding net deferred tax asset of £2,651,000 has also been recognised.

The net effect was a reduction in retained earnings of £6,494,000.

At 30 June 2024, the closing non-current liability employee benefit and reimbursement right asset were of £21,349,000 and

£12,116,000 respectively. A corresponding net deferred tax asset of £2,677,000 has also been recognised. The total adjustment

recognised through the Consolidated statement of comprehensive income and expense related to the ‘Remeasurement of defined

benefit pension scheme assets/liabilities/reimbursement right’ and ‘Deferred tax on remeasurement of defined benefit pension

scheme assets/liabilities/reimbursement right’ was a loss of £88,000 and a gain of £26,000 respectively. See Note 23 Employee

benefits for further details.

		2024			2023
	Reported	Adjustment	Restated	Reported	Adjustment	Restated
	£’000	£’000	£’000	£’000	£’000	£’000
Assets
Reimbursement right	–	12,116	12,116	–	11,348	11,348
Deferred tax assets	17,690	2,677	20,367	19,944	2,651	22,595
Non-current liabilities
Employee benefits	–	(21,349)	(21,349)	(45)	(20,493)	(20,538)
Equity
Retained earnings	876,990	(6,556)	870,434	871,777	(6,494)	865,283

126

Renishaw plc Annual Report 2025

1. Accounting policies continued

Critical accounting judgements and estimation uncertainties

The preparation of financial statements in conformity with UK-adopted IAS requires management to make judgements, estimates

and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.

The estimates and associated assumptions are based on historical experience and other factors that are believed to be reasonable

under the circumstances. The results of this form the basis of making judgements about carrying values of assets and liabilities that

are not readily apparent from other sources. Actual results may therefore differ from these estimates. The estimates and underlying

assumptions are reviewed on an ongoing basis.

The areas of critical accounting judgements and estimation uncertainties that have a significant risk of causing a material adjustment

to the carrying amount of assets and liabilities in the next financial year are summarised below with further details included within

accounting policies as indicated.

Item	Key judgements (J) and estimates (E)	Page
Taxation	J – Whether uncertain tax positions need to be recognised	132
Research and development costs	J – Whether a project meets the criteria for capitalisation	138
Goodwill and capitalised development costs	E – Estimates of future cash flows for impairment testing	138
Inventories	E – Determination of net realisable value	143
Defined benefit pension schemes	E – Valuation of defined benefit pension schemes’ liabilities	146
Defined benefit pension schemes	J – Whether past service costs need to be recognised	146
Cash flow hedges	E – Estimates of highly probable forecasts of the hedged item	151
Adjusted performance measures	J – Whether items are appropriate to exclude from adjusted measures	159
Employment benefits	J – When termination benefits should be recognised	162

Climate change

We have considered the potential effect of physical and transitional climate change risks when preparing these consolidated

financial statements and have also considered the effect of our own Net Zero commitments. Our consideration of the potential effect

of climate change on these consolidated financial statements included reviewing:

— discounted cash flow forecasts, used in accounting for goodwill, capitalised development costs, and deferred tax assets;

— useful economic lives and residual values of property, plant and equipment;

— planned use of right-of-use assets; and

— expected demand for inventories.

We also considered the estimated capital expenditure needed in the next five years to deliver our Net Zero plan.

Overall, we do not believe that climate change has a material effect on our accounting judgements and estimates, nor in the carrying

value of assets and liabilities in the consolidated financial statements for the year ended 30 June 2025. We will continue to review

this, and update our accounting and disclosures as the position changes.

Going concern

In preparing these financial statements, the Directors have adopted the going concern basis. The decision to adopt the going

concern basis was made after considering:

— the Group’s strategy and business model, as set out on pages 11 to 14;

— the Group’s risk management processes and principal risks, disclosed on pages 15 to 23;

— the Group’s financial resources and strategies (pages 31 to 33); and

— the process undertaken to review the Group’s viability, including scenario testing, as set out on page 24.

The financial models for the viability review were based on the pessimistic version of the five-year business plan, but covering

a period to 30 September 2028. For context, revenue in the first year of this pessimistic base scenario is lower than the FY2025

revenue of £713.0m, while costs and other cash outflows still reflect ambitious growth plans. In the going concern assessment, the

Directors reviewed this same version of the plan but to 30 September 2026, as well as the ‘severe but plausible’ scenarios used in

the viability review, again to 30 September 2026. These scenarios reflected a significant reduction in revenue, a significant increase

in costs, and a third scenario incorporating both a reduction to revenue and an increase in costs but to a lesser degree than the first

two scenarios. In each scenario the Group’s cash balances remained positive throughout the period to 30 September 2026.

The Directors also reviewed a reverse stress test for the period to 30 September 2026, identifying what would need to happen

in this period for the Group to deplete its cash and cash equivalents and bank deposit balances. This identified a trading level

so low that the Directors feel that the events that could trigger this would be remote. The Directors also concluded that the risk of

a one-off cash outflow that would exhaust the Group’s cash and cash equivalents and bank deposits balances in the assessment

period was also remote.

Based on this assessment, incorporating a review of the current position, the scenarios, the principal risks and mitigation, the

Directors have a reasonable expectation that the Group will be able to continue operating and meet its liabilities as they fall due

over the period to 30 September 2026.

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FINANCIAL STATEMENTS

Notes continued

2. Revenue disaggregation and segmental analysis

We manage our business by segment, comprising Manufacturing technologies and Analytical instruments and medical

devices, and by geographical region. The results of these segments and regions are regularly reviewed by the Board to

assess performance and allocate resources, and are presented in this note.

Accounting policy

The Group generates revenue from the sale of goods, capital equipment and services. These can be sold both on their own

and together.

a) Sale of goods, capital equipment and services

The Group’s contracts with customers consist both of contracts with one performance obligation and contracts with multiple

performance obligations.

For contracts with one performance obligation, revenue is measured at the transaction price, which is typically the contract value

except for customers entitled to volume rebates, and recognised at the point in time when control of the product transfers to the

customer. This point in time is typically when the products are made available for collection by the customer, collected by the

shipping agent, or delivered to the customer, depending upon the shipping terms applied to the specific contract.

Contracts with multiple performance obligations typically exist where, in addition to supplying products, we also supply services

such as user training, servicing and maintenance, and installation. Where the installation service is simple, does not include

a significant integration service and could be performed by another party then the installation is accounted for as a separate

performance obligation. Where the contracts include multiple performance obligations, the transaction price is allocated to each

performance obligation based on the relative stand-alone selling prices. The revenue allocated to each performance obligation is

then recognised when, or as, that performance obligation is satisfied. For installation, this is typically at the point in time in which

installation is complete. For training, this is typically the point in time at which training is delivered. For servicing and maintenance,

the revenue is recognised evenly over the course of the servicing agreement except for ad-hoc servicing and maintenance which

is recognised at the point in time in which the work is undertaken.

b) Sale of software

The Group provides software licences and software maintenance to customers, sold both on their own and together with

associated products. For software licences, where the licence and/or maintenance is provided as part of a contract that provides

customers with software licences and other goods and services then the transaction price is allocated on the same basis as

described in a) above.

The Group’s distinct software licences provide a right of use, and therefore revenue from software licences is recognised at the

point in time in which the licence is supplied to the customer. Revenue from software maintenance is recognised evenly over the

term of the maintenance agreement.

c) Extended warranties

The Group provides standard warranties to customers that address potential latent defects that existed at point of sale and

as required by law (assurance-type warranties). In some contracts, the Group also provides warranties that extend beyond the

standard warranty period and may be sold to the customer (service-type warranties).

Assurance-type warranties are accounted for by the Group under IAS 37 ‘Provisions, Contingent Liabilities and Contingent

Assets’. Service-type warranties are accounted for as separate performance obligations and therefore a portion of the transaction

price is allocated to this element, and then recognised evenly over the period in which the service is provided.

d) Contract balances

Contract assets represent the Group’s right to consideration in exchange for goods, capital equipment and/or services that have

been transferred to a customer, and mainly includes accrued revenue in respect of goods and services provided to a customer

but not yet fully billed. Contract assets are distinct from receivables, which represent the Group’s right to consideration that

is unconditional.

Contract liabilities represent the Group’s obligation to transfer goods, capital equipment and/or services to a customer for which

the Group has either received consideration or consideration is due from the customer.

e) Disaggregation of revenue

The Group disaggregates revenue from contracts with customers between: goods, capital equipment and installation, and

aftermarket services; reporting segment; and geographical location.

Management believe these categories best depict how the nature, amount, timing and uncertainty of the Group’s revenue is

affected by economic factors.

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2. Revenue disaggregation and segmental analysis continued

Within the Manufacturing technologies business there are multiple product offerings with similar economic characteristics, similar

production processes and similar customer bases. Our Manufacturing technologies business consists of industrial metrology,

position measurement and additive manufacturing (AM) product groups. Analytical instruments and medical devices represents

all other operating segments within the Group, which consists of spectroscopy and neurological product lines. More details of the

Group’s products and services are given in the Strategic Report.

	Manufacturing	Analytical instruments
	technologies	and medical devices		Total
Year ended 30 June 2025	£’000	£’000		£’000
Revenue	671,469	41,575		713,044
Depreciation, amortisation and impairment	33,001	2,745		35,746
Research and development expenditure	65,727	3,18	3	68,910
Operating profit	107,5 9 3		292	107,885
Share of profits of joint ventures	3,538		–	3,538
Net financial income	–		–	6,577
Profit before tax	–		–	118,000

	Manufacturing	Analytical instruments
	technologies	and medical devices	Total
Year ended 30 June 2024	£’000	£’000	£’000
Revenue	648,063	43,238	691,301
Depreciation, amortisation and impairment	31,374	1,454	32,828
Research and development expenditure	68,205	2,855	71,060
Operating profit	103,181	5,486	108,667
Share of profits of joint ventures	3,880	–	3,880
Net financial income	–	–	10,047
Profit before tax	–	–	122,594

There is no allocation of assets and liabilities to the segments identified above. Depreciation, amortisation and impairments are

allocated to segments on the basis of the level of activity.

The following table shows the analysis of non-current assets, excluding deferred tax, derivatives and employee benefits,

by geographical region:

	2025		2024
	£’000		£’000
UK	286,145	268,0	27
Overseas	166,118	16	6,816
Total non-current assets	452,263	434	,843

No overseas country had non-current assets amounting to 10% or more of the Group’s total non-current assets.

The following table shows the disaggregation of Group revenue by category:

	2025	2024
	£’000	£’000
Goods, capital equipment and installation	642,378	624,491
Aftermarket services	70,666	66,810
Total Group revenue	713,044	691,301

Aftermarket services include repairs, maintenance and servicing, programming, training, extended warranties, and software licences

and maintenance. There is no significant difference between our two reporting segments as to their split of revenue by type.

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FINANCIAL STATEMENTS

2. Revenue disaggregation and segmental analysis continued

The analysis of revenue by geographical market was:

	2025		2024
	£’000		£’000
APAC total	337,721	318,83	6
UK (country of domicile)	34,017	37,9 56
EMEA, excluding UK	173,751	1	70,077
EMEA total	207,768		208,033
Americas total	167,555		164,432
Total Group revenue	713,044		691,301

Revenue in the previous table has been allocated to regions based on the geographical location of the customer. Countries with

individually significant revenue figures in the context of the Group were:

	2025		2024
	£’000		£’000
China	186,495		17 7,155
USA	142,860	138,8	36
Germany	55,682	5	4,572
Japan	49,273	4	9,329

There was no revenue from transactions with a single external customer which amounted to more than 10% of the Group’s total revenue.

3. Employee costs

The remuneration costs of our people account for a significant proportion of our total expenditure, which are analysed

in this note.

The aggregate employee costs for the year were:

	2025		2024
	£’000		£’000
Wages and salaries	247,070	2	33,536
Compulsory social security contributions	30,514		27,13	0
Contributions to defined contribution pension schemes	29,269			27,851
Share-based payment charge	790			883
Total payroll costs	307,643	28		9,400

Wages and salaries and compulsory social security contributions include £11.1m (2024: £10.0m) relating to performance bonuses.

The average number of people employed by the Group during the year was:

	2025	2024
	Number	Number
UK	3,491	3,400
Overseas	1,848	1,813
Average number of employees	5,339	5,213

Key management personnel have been assessed to be the Directors of the Company and the Senior Leadership Team (SLT), which

was an average of 22 people (2024: 22 people).

The total remuneration of the Directors and the SLT was:

	2025	2024
	£’000	£’000
Short-term employee benefits	6,322	6	,13 9
Post-employment benefits	489	529
Share-based payment charge	790	883
Total remuneration of key management personnel	7,601	7,5 51

Short-term employee benefits include £0.8m (2024: £0.2m) relating to performance bonuses payable in cash.

The share-based payment charge relates to share awards granted in previous years, not yet vested. Shares equivalent to £0.9m

(2024: £0.2m) are to be awarded in respect of FY2025 (see Note 24).

Further details of Directors’ remuneration are given in the Directors’ Remuneration Report.

Notes continued

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Renishaw plc Annual Report 2025

4. Cost of sales

Our cost of sales includes the costs to manufacture our products and our engineering spend on existing and new

products, net of capitalisation and research and development tax credits.

Accounting policy

We receive both government grants and RDEC (tax credits) for research and development projects. For research projects,

where the costs have not been capitalised, we recognise a deduction against expenditure within Cost of sales in the

Consolidated income statement (having initially recognised the grant in the Consolidated balance sheet if it was received in

advance of the related expense). Where a grant or RDEC is received for capitalised development costs, we initially recognise

it in the Consolidated balance sheet and then release it to match the amortisation within Cost of sales. Both types are only

recognised when we have reasonable assurance that any grant conditions will be met.

Included in cost of sales are the following amounts:

	Adjusted	Adjusting	Statutory	Adjusted	Adjusting	Statutory
	total	items	total	total	items	total
	2025	2025	2025	2024	2024	2024
	£’000	£’000	£’000	£’000	£’000	£’000
Production costs	272,814	–	272,814	269,562	–	269,562
Research and development expenditure	68,910	–	68,910	71,060	–	71,060
Other engineering expenditure	46,770	4,379	51,149	35,723	–	35,723
Gross engineering expenditure	115,680	4,379	120,059	106,783	–	106,783
Development expenditure capitalised (netofamortisation)	(5,574)	–	(5,574)	(4,287)	–	(4,287)
Development expenditure impaired	1,818	–	1,818	3,299	–	3,299
Research and development tax credit	(5,088)	–	(5,088)	(7,6 9 9)	–	(7,6 99)
Total engineering costs	106,836	4,379	111,215	98,096	–	98,096
Total cost of sales	379,650	4,379	384,029	367,6 58	–	3 67,65	8

Production costs includes the raw material and component costs, payroll costs and sub-contract costs, and allocated overheads

associated with manufacturing our products.

Research and development expenditure includes the payroll costs, material costs and allocated overheads attributed to projects

identified as relating to new products or processes. Other engineering expenditure includes the payroll costs, material costs and

allocated overheads attributed to projects identified as relating to existing products or processes.

5. Financial income and expenses

Financial income mainly arises from bank interest on our deposits. We are exposed to realised currency gains and losses

on translation of foreign currency denominated intragroup balances and offsetting financial instruments.

Included in financial income and expenses are the following amounts:

	2025	2024
Financial income	£’000	£’000
Bank interest receivable	11,741	9,110
Fair value gains from one-month forward currency contracts	3,360	318
Interest on pension schemes’ assets	503	2,908
Other interest income	913	–
Total financial income	16,517	12,336

	2025	2024
Financial expenses	£’000	£’000
Currency losses	3,899	1,645
Lease interest	685	537
Interest payable on amounts owed to joint ventures	371	55
Interest payable on borrowings	49	36
Other interest payable	4,936	16
Total financial expenses	9,940	2,289

Currency losses relate to revaluations of foreign currency-denominated balances using latest reporting currency exchange rates.

The losses recognised in FY2024 and FY2025 largely related to an appreciation of Sterling relative to the US dollar affecting US

dollar-denominated intragroup balances in the Company. Rolling one-month forward currency contracts are used to offset currency

movements on certain intragroup balances, with fair value gains and losses being recognised in financial income or expenses.

See Note 25 for further details. The net currency movement of foreign currency-denominated balances and one-month forward

currency contracts was a loss of £539,000 (2024: loss of £1,327,000).

Other interest payable includes liabilities recognised of £4,852,000 for historical and non-recurring tax matters, see Note 7 for

further details.

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FINANCIAL STATEMENTS

6. Profit before tax

Detailed below are other notable amounts recognised in the Consolidated income statement.

Included in the profit before tax are the following costs/(income):

		2025		2024
	notes	£’000		£’000
Depreciation and impairment of property, plant and equipment, right-of-use assets,
and investment properties	9,10,11	29,057	24,19	5
Profit on sale of property, plant and equipment	9	(1,083)		(1,199)
Amortisation and impairment of intangible assets	12	6,689		8,633
Grant income	–	(3,280)		(2,816)

These costs/(income) can be found within cost of sales, distribution costs and administrative expenses in the Consolidated income

statement. Further detail on each element can be found in the relevant notes.

Costs within Administrative expenses relating to auditor fees included:

	2025	2024
	£’000	£’000
Audit of these financial statements	899	873
Audit of subsidiary undertakings pursuant to legislation	589	606
Other assurance	33	27
All other non-audit fees	–	–
Total auditor fees	1,521	1,506

7. Taxation

The Group tax charge is affected by our geographic mix of profits and other factors explained in this note. Our expected

future tax charges and related tax assets are also set out in the deferred tax section, together with our view on whether

we will be able to make use of these in the future.

Accounting policy

Tax on the profit for the year comprises current, deferred and global minimum taxes. Tax is recognised in the Consolidated

income statement except to the extent that it relates to items recognised directly in Other comprehensive income, in which case

it is recognised in the Consolidated statement of comprehensive income and expense. Current tax is the expected tax payable

on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any

adjustment to tax payable in previous years.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting

purposes and the amounts used for taxation purposes. The following temporary differences are not provided for:

— the initial recognition of goodwill;

— the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business

combination; and

— differences relating to investments in subsidiaries, to the extent that they will probably not reverse in the foreseeable future.

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of

assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

Deferred tax assets are recognised to the extent it is probable that future taxable profits (including the future release of deferred

tax liabilities) will be available, against which the deductible temporary differences can be used, based on management’s

assumptions relating to the amounts and timing of future taxable profits. Estimates of future profitability on an entity basis are

required to ascertain whether it is probable that sufficient taxable profits will arise to support the recognition of deferred tax

assets relating to the corresponding entity.

Key judgement – Whether uncertain tax positions need to be recognised

The Group is subject to a range of tax legislation that can vary by jurisdiction, and tax compliance for global businesses is

increasingly complex. The objective of our tax strategy is to comply with all applicable tax laws and regulations in the territories

that the Group operates in, however sometimes the tax treatment of transactions and events can be uncertain.

Where this is the case, judgement is needed in how these uncertain tax treatments should be reflected in preparing the financial

statements, particularly as such topics are often complex and can take several years to resolve. This year, the nature and potential

value of the issues under review were significant and were a key judgement for management.

Notes continued

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Renishaw plc Annual Report 2025

7. Taxation continued

The following table shows an analysis of the tax charge:

	2025	2024
	£’000	£’000
Current tax:
UK corporation tax on profits for the year	7,5 50	3,748
UK corporation tax – prior year adjustments	2,778	(693)
Overseas tax on profits for the year	16,018	14,497
Overseas tax – prior year adjustments	6,166	105
Global minimum tax	757	–
Total current tax	33,269	17,657
Deferred tax:
Origination and reversal of temporary differences	2,077	8,613
Prior year adjustments	(1,203)	(473)
Derecognition of previously recognised tax losses and excess interest	323	427
Recognition of previously unrecognised tax losses and excess interest	(223)	(519)
	974	8,048
Tax charge on profit	34,243	25,	705

The tax for the year is higher (2024: lower) than the UK standard rate of corporation tax of 25.0% (2024: 25.0%). The differences are

explained as follows:

	2025	2024
	£’000	£’000
Profit before tax	118,000	122,594
Tax at 25.0% (2024:25.0%)	29,500	3	0,649
Effects of:
Different tax rates applicable in overseas subsidiaries	(4,648)	(4,866)
Permanent differences	1,439	1,028
Global minimum tax	757		–
Companies with unrelieved tax losses	7	93
Share of profits of joint ventures	(885)	(970)
Tax incentives	(123)		–
Prior year adjustments	7,741	(1,061)
Recognition of previously unrecognised tax losses and excess interest	(223)	(519)
Derecognition of previously recognised tax losses and excess interest	323	427
Irrecoverable withholding tax	720	447
Deferred tax on unremitted earnings	(425)	425
Other differences	60	52
Tax charge on profit	34,243	25,	705
Effective tax rate	29.0%		21.0%

We operate in many countries around the world and the overall effective tax rate (ETR) is a result of the combination of the varying

tax rates applicable throughout these countries. The FY2025 ETR has increased mainly due to the Global minimum tax charge of

£757,000 and a prior year adjustment of £9,154,000 relating to historical and non-recurring tax matters. The tax matters relate to

specific legacy arrangements which we would not expect to recur. Applicable accounting standards require a full provision for tax and

the associated interest of £4,852,000, however, we continue to seek resolution to these matters which would reduce these amounts.

The Group’s future ETR largely depends on the geographic mix of profits and whether there are any changes to tax legislation in the

Group’s most significant countries of operations.

The Finance (No 2) Bill 2023, that includes Pillar Two legislation, was substantively enacted on 20 June 2023 for IFRS purposes.

The Pillar Two rules came into effect for accounting periods beginning on or after 1 January 2024, therefore the rules apply to the

Group from FY2025 onwards.

The Group has accrued Global minimum tax of £757,000 for FY2025 (FY2024: nil) in respect of Ireland, which is due to the statutory

corporate income tax rate of 12.5% on trading income being lower than the global minimum tax rate of 15%. The impact on the

effective tax rate of the Group as a result was 0.6% (FY2024: 0.0%). This is in line with the Group’s expectations in FY2024 that the

impact would not exceed a 0.7% increase to the Group’s ETR in FY2025. The Group will continue to assess the future impact of

Pillar Two based on the latest guidance and law changes of each jurisdiction that it operates in to ensure compliance.

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FINANCIAL STATEMENTS

7. Taxation continued

Deferred tax assets and liabilities are offset where there is a legally enforceable right of offset and there is an intention to net settle

the balances. After taking these offsets into account, the net position of £16.4m liability (2024: £13.2m liability) is presented as

a £22.4m deferred tax asset (2024: £20.4m asset) and a £38.8m deferred tax liability (2024: £33.6m liability) in the Consolidated

balance sheet.

Where deferred tax assets are recognised, the Directors are of the opinion, based on recent and forecast trading, that the level of

profits in current and future years make it more likely than not that these assets will be recovered.

Deferred tax balances at the end of the year were:

		2025			2024
	Assets	Liabilities	Net	Assets	Liabilities	Net
	£’000	£’000	£’000	£’000	£’000	£’000
Property, plant and equipment	574	(33,086)	(32,512)	549	(29,946)	(29,397)
Intangible assets	–	(4,655)	(4,655)	–	(4,067)	(4,067)
Intragroup trading (inventories)	16,262	–	16,262	15,147	–	15,147
Intragroup trading (fixed assets)	1,129	–	1,129	1,101	–	1,101
Defined benefit pension schemes	6,128	(2,380)	3,748	6,191	(2,445)	3,746
Reimbursement right	–	(3,744)	(3,744)	–	(3,514)	(3,514)
Derivatives	–	(5,088)	(5,088)	–	(3,637)	(3,637)
Tax losses	1,545	–	1,545	1,823	–	1,823
Other	7,663	(700)	6,963	6,895	(1,330)	5,565
Balance at the end of the year	33,301	(49,653)	(16,352)	31,706	(44,939)	(13,233)

Other deferred tax assets include temporary differences relating to inventory provisions totalling £2.6m (2024: £2.9m), other provisions

(including bad debt provisions) of £0.6m (2024: £1.0m), and employee benefits relating to Renishaw plc of £1.0m (2024: £1.1m) and

Renishaw KK of £0.7m (2024: £0.8m), with the remaining balance relating to several other smaller temporary differences.

The movements in the deferred tax balance during the year were:

	2025	2024
	£’000	£’000
Balance at the beginning of the year	(13,233)	(16,175)
Movements in relation to property, plant and equipment	(3,115)	(5,008)
Movements in relation to intangible assets	(588)	(145)
Movements in relation to intragroup trading (inventories)	1,115	(1,618)
Movements in relation to intragroup trading (fixed assets)	28	(669)
Movements in relation to defined benefit pension schemes	146	(521)
Movements in relation to tax losses	(278)	(458)
Movements in relation to other	1,718	371
Movements in the Consolidated income statement	(974)	(8,048)
Movements in relation to the cash flow hedging reserve	(1,451)	(1,453)
Movements in relation to the defined benefit pension scheme assets/liabilities/reimbursement right	(374)	12,450
Movements in the Consolidated statement of comprehensive income and expense	(1,825)	10,997
Currency adjustment	(320)	(7)
Balance at the end of the year	(16,352)	(13,233)

Deferred tax assets of £1.5m (2024: £1.8m) in respect of losses are recognised where it is considered likely that the business will

generate sufficient future taxable profits. Deferred tax assets have not been recognised in respect of tax losses carried forward of £5.0m

(2024: £6.1m), due to uncertainty over their offset against future taxable profits and therefore their recoverability. These losses are held by

Group companies in Brazil, Australia, Canada, UAE and the US, where for 90% of losses there are no time limitations on their utilisation.

In determining profit forecasts for each Group company, the key variable is the revenue forecast, which has been estimated using

consistently applied external and internal data sources. Sensitivity analysis indicates that a reduction of 5% to relevant revenue

forecasts would result in an impairment to deferred tax assets recognised in respect of losses and intragroup trading (inventories)

of around £0.2m. An increase of 5% to relevant revenue forecasts would result in additions to deferred tax assets in respect of tax

losses not recognised of around £0.3m.

It is likely that the majority of unremitted earnings of overseas subsidiaries would qualify for the UK dividend exemption.

However, £73.7m (2024: £68.3m) 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 £5.2m

(2024: £4.3m), of which £nil (2024: £0.4m) has been provided on the basis that the Group does not expect to remit these amounts

in the foreseeable future.

Notes continued

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Renishaw plc Annual Report 2025

8. Earnings per share

Basic earnings per share is the amount of profit generated in a financial year attributable to equity shareholders,

divided by the weighted average number of shares in issue during the year.

Basic and diluted earnings per share are calculated on earnings of £83,757,000 (2024: £96,889,000) and on 72,734,797 shares

(2024: 72,719,565 shares), being the number of shares in issue. The number of shares excludes 53,746 (2024: 68,978) shares

held by the Employee Benefit Trust (EBT). On this basis, earnings per share (basic and diluted) is calculated as 115.2 pence

(2024: 133.2 pence).

There is no difference between the weighted average earnings per share and the basic and diluted earnings per share.

For the calculation of adjusted earnings per share, per Note 29, earnings of £83,757,000 were adjusted by post-tax amounts for:

— Costs related to the closure of the drug delivery business, £2,059,000 loss;

— Costs related to the closure of the Edinburgh research facility, £2,320,000 loss;

— Other interest payable related to liabilities recognised for historical and non-recurring tax matters, £4,852,000 loss; and

— Taxation prior year adjustment related to historical and non-recurring tax matters, £9,154,000 loss.

There is no difference between statutory and adjusted earnings per share in FY2024.

9. Property, plant and equipment

The Group makes significant investments in distribution and manufacturing infrastructure. During the year we have

invested in our manufacturing equipment at our Miskin facility in Wales, UK, following the expansion in the previous year.

Accounting policy

Freehold land is not depreciated. Other assets are stated at cost less accumulated depreciation and accumulated impairment

losses, if any. Depreciation is provided to write off the cost of assets less their estimated residual value on a straight-line basis

over their estimated useful economic lives as follows: freehold buildings, 50 years; building infrastructure, 10 to 50 years; plant

and equipment, 3 to 25 years; and vehicles, 3 to 4 years.

	Freehold				Assets in the
	land and		Plant and	Motor	course of
	buildings		equipment	vehicles	construction	Total
Year ended 30 June 2025	£’000		£’000	£’000	£’000	£’000
Cost
At 1 July 2024	255,536		278,189	6,099	56,593	596,417
Additions	6,374		23,258	1,220	15,421	46,273
Transfers	19,032		18,443	–	(37,475)	–
Transfers to Investment properties	(2,795)		(597)	–	–	(3,392)
Disposals	(725)		(7,819)	(1,206)	–	(9,750)
Currency adjustment	(2,794)		(2,420)	(151)	–	(5,365)
At 30 June 2025	274,628		309,054	5,962	34,539	624,183
Depreciation
At 1 July 2024	49,460		216,838	5,079	–	271,377
Charge for the year	5,275		17,4 97	470	–	23,242
Impairment	989		–	–	–	989
Transfers to Investment properties	(1,179)		(439)	–	–	(1,618)
Disposals	(270)		(4,619)	(1,057)	–	(5,946)
Currency adjustment	(485)		(1,562)	(101)	–	(2,148)
At 30 June 2025	53,790	2	27,715	4,391	–	285,896
Net book value
At 30 June 2025	220,838		81,339	1,571	34,539	338,287
At 30 June 2024	206,076		61,351	1,020	56,593	325,040

Profit on disposals of Property, plant and equipment amounted to £1.1m (2024: £1.2m profit).

Additions to assets in the course of construction comprise £11.2m (2024: £36.5m) for land and buildings and £4.2m (2024: £15.4m)

for plant and equipment.

At 30 June 2025, properties with a net book value of £48.7m (2024: £45.9m) were subject to a fixed charge to secure the UK defined

benefit pension scheme liabilities.

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FINANCIAL STATEMENTS

9. Property, plant and equipment continued

	Freehold			Assets in the
	land and	Plant and	Motor	course of
	buildings	equipment	vehicles	construction		Total
Year ended 30 June 2024	£’000	£’000	£’000	£’000		£’000
Cost
At 1 July 2023	213,385	273,156	7,112	53,469	5 4	7,122
Reclassification	3,669	(3,669)	–	–		–
Additions	2,412	10,615	308	51,912		65,247
Transfers	42,637	6,151	–	(48,788)		–
Disposals	(2,916)	(6,810)	(1,245)	–		(10,971)
Currency adjustment	(3,651)	(1,254)	(76)	–		(4,981)
At 30 June 2024	255,536	278,189	6,099	56,593		596,417
Depreciation
At 1 July 2023	45,647	209,546	5,844	–		261,037
Reclassification	540	(540)	–	–		–
Charge for the year	4,378	14,526	382	–		19,286
Disposals	(658)	(5,951)	(1,086)	–		(7,695)
Currency adjustment	(447)	(743)	(61)	–		(1,251)
At 30 June 2024	49,460	216,838	5,079	–		271,377
Net book value
At 30 June 2024	206,076	61,351	1,020	56,593		325,040
At 30 June 2023	167,738	63,610	1,268	53,469		286,085

10. Right-of-use assets

The Group leases distribution properties and cars from third parties and recognises an associated right-of-use asset

where we are afforded control and economic benefit from the use of the asset.

Accounting policy

At the commencement date of a lease arrangement the Group recognises a right-of-use asset for the leased item and a lease

liability for any payments due. Right-of-use assets are initially measured at cost, being the present value of the lease liability plus

any initial costs incurred in entering the lease and less any incentives received. See Note 21 for further detail on lease liabilities.

Right-of-use assets are subsequently depreciated on a straight-line basis from the commencement date to the earlier of the end

of the useful life or the end of the lease term.

	Leasehold	Plant and	Motor
	property	equipment	vehicles	Total
Year ended 30 June 2025	£’000	£’000	£’000	£’000
Net book value
At 1 July 2024	9,899	66	4,781	14,746
Additions	1,746	49	841	2,636
Reductions	–	–	(12)	(12)
Depreciation	(2,541)	(43)	(2,049)	(4,633)
Currency adjustment	(451)	2	(70)	(519)
At 30 June 2025	8,653	74	3,491	12,218

	Leasehold		Plant and	Motor
	property		equipment	vehicles	Total
Year ended 30 June 2024	£’000		£’000	£’000	£’000
Net book value
At 1 July 2023	5,069		89	3,244	8,402
Additions	7,32	0	51	3,843	11,214
Reductions		–	–	(3)	(3)
Depreciation		(2,434)	(73)	(2,146)	(4,653)
Currency adjustment		(56)	(1)	(157)	(214)
At 30 June 2024		9,899	66	4,781	14,746

Notes continued

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Renishaw plc Annual Report 2025

11. Investment properties

The Group’s investment properties consist of properties in the UK, Ireland, India and Switzerland, which are occupied

by rent-paying third parties. During the year, we have transferred two properties from Property, plant and equipment

to Investment properties following a change in use in the UK and Switzerland.

Accounting policy

Where property owned by the Group is held to earn rentals or for long-term capital growth it is recognised as investment property.

Where a property is part-occupied by the Group, portions of the property are recognised as investment property if they meet

the above description and if these portions could be sold separately and reliably measured. If the portions could not be sold

separately, the property is recognised as an investment property only if a significant proportion is held for rental or

appreciation purposes.

The Group has elected to value investment properties on a cost basis, initially comprising of the purchase price and any directly

attributable expenditure. Depreciation is provided to write off the cost of assets on a straight-line basis over their estimated useful

economic lives, being 50 years. Amounts relating to freehold land is not depreciated.

	2025	2024
	£’000	£’000
Cost
Balance at the beginning of the year	12,103	11,896
Additions	–	271
Transfers from Property, plant & equipment	3,392	–
Currency adjustment	(284)	(64)
Balance at the end of the year	15,211	12,103
Depreciation
Balance at the beginning of the year	1,818	1,573
Charge for the year	193	256
Transfers from Property, plant & equipment	1,618	–
Currency adjustment	16	(11)
Balance at the end of the year	3,645	1,818
Net book value	11,566	10,285

The Group has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct

or develop investment properties.

Amounts recognised in the Consolidated income statement relating to investment properties:

	2025	2024
	£’000	£’000
Rental income	945	829
Direct operating expenses (includingrepairsandmaintenance)	218	247
Profit	727	582

The fair value of the Group’s investment properties totalled £18.4m at 30 June 2025 (2024: £14.7m). Fair values of each investment

property have been determined within the last three years by independent valuers who hold recognised and relevant professional

qualifications and have recent experience in the location and category of each investment property being valued. These valuations

have been assessed to be materially appropriate at 30 June 2025.

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FINANCIAL STATEMENTS

12. Intangible assets

Our Consolidated balance sheet contains significant intangible assets, mainly for goodwill (which arises when we acquire

a business and pay a higher amount than the fair value of its net assets) and capitalised development costs. We make

significant investments into the development of new products, a key part of our business model, and some of these costs

are initially capitalised and then written off over the lifetime of future sales of that product.

Accounting policy

Goodwill arising on acquisition represents the difference between the cost of the acquisition and the fair value of the net

identifiable assets acquired, net of deferred tax. Identifiable intangibles are those which can be sold separately or which arise

from legal rights regardless of whether those rights are separable.

Goodwill is stated at cost less any accumulated impairment losses. It is not amortised but is tested annually for impairment or

earlier if there are any indications of impairment. The annual impairment review involves comparing the carrying amount to the

estimated recoverable amount and recognising an impairment loss if the recoverable amount is lower. Impairment losses are

recognised in the Consolidated income statement.

Intangible assets such as customer lists, patents, trademarks, know-how and intellectual property that are acquired by the Group

are stated at cost less amortisation and impairment losses. Amortisation is charged to the Consolidated income statement on

a straight-line basis over the estimated useful lives of the intangible assets. The estimated useful lives of the intangible assets

included in the Consolidated balance sheet reflect the benefit derived by the Group and vary from five to 10 years.

Expenditure on research activities is recognised in the Consolidated income statement as an expense as incurred. Expenditure on

development activities is capitalised if: the product or process is technically and commercially feasible; the Group intends and has

the technical ability and sufficient resources to complete development; future economic benefits are probable; and the Group can

measure reliably the expenditure attributable to the intangible asset during its development.

Development activities involve a plan or design for the production of new or substantially improved products or processes.

The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads.

Other development expenditure is recognised in the Consolidated income statement as an expense as incurred.

Capitalised development expenditure is amortised over the useful economic life appropriate to each product or process, ranging

from five to 10 years, and is stated at cost less accumulated amortisation and less accumulated impairment losses. Amortisation

commences when a product or process is available for use as intended by management. Capitalised development expenditure

is removed from the balance sheet 10 years after being fully amortised.

All non-current assets are tested for impairment whenever there is an indication that their carrying value may be impaired.

An impairment loss is recognised in the Consolidated income statement to the extent that an asset’s carrying value exceeds

its recoverable amount, which represents the higher of the asset’s fair value less costs to sell and its value-in-use. An asset’s

value-in-use represents the present value of the future cash flows expected to be derived from the asset or from the cash-

generating unit to which it relates. The present value is calculated using a discount rate that reflects the current market

assessment of the time value of money and the risks specific to the asset concerned.

Goodwill and capitalised development costs are subject to an annual impairment test.

Key judgement – Whether a project meets the criteria for capitalisation

Product development costs are capitalised once a project has reached a certain stage of development, being the point at which

the product has passed testing to demonstrate it meets the technical specifications of the project and it satisfies all applicable

regulations. Judgement is required to assess whether the new product development has reached the appropriate point for

capitalisation of costs to begin. These costs are subsequently amortised over their useful economic life once ready for use.

Should a product become obsolete, the accumulated capitalised development costs would need to be immediately written off

in the Consolidated income statement.

Key estimate – Estimates of future cash flows used for impairment testing

Determining whether goodwill and capitalised development costs are impaired requires an estimation of the value-in-use of

cash-generating units (CGUs) to which goodwill has been allocated. To calculate the value-in-use we need to estimate the future

cash flows of each CGU and select the appropriate discount rate for each CGU.

Notes continued

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Renishaw plc Annual Report 2025

12. Intangible assets continued

		Internally		Intellectual
		generated		property and
		development	Software	other intangible
	Goodwill	costs	licences	assets	Total
Year ended 30 June 2025	£’000	£’000	£’000	£’000	£’000
Cost
At 1 July 2024	20,258	187,941	12,197	4,864	225,260
Additions	–	9,999	286	–	10,285
Disposals	–	(8,368)	–	–	(8,368)
Currency adjustment	(376)	–	22	15	(339)
At 30 June 2025	19,882	189,572	12,505	4,879	226,838
Amortisation
At 1 July 2024	9,028	154,531	11,751	2,607	177,917
Charge for the year	–	4,426	191	254	4,871
Impairment	–	1,818	–	–	1,818
Disposals	–	(8,368)	–	–	(8,368)
Currency adjustment	–	–	14	36	50
At 30 June 2025	9,028	152,407	11,956	2,897	176,288
Net book value
At 30 June 2025	10,854	37,165	549	1,982	50,550
At 30 June 2024	11,230	33,410	446	2,257	47,3 43

		Internally		Intellectual
		generated		property and other
		development	Software	intangible
	Goodwill	costs	licences	assets	Total
Year ended 30 June 2024	£’000	£’000	£’000	£’000	£’000
Cost
At 1 July 2023	20,261	178,660	11,978	4,875	215,774
Additions	–	9,281	246	–	9,527
Currency adjustment	(3)	–	(27)	(11)	(41)
At 30 June 2024	20,258	187,9 41	12,197	4,864	225,260
Amortisation
At 1 July 2023	9,028	146,221	11,605	2,452	169,306
Charge for the year	–	5,011	165	158	5,334
Impairment	–	3,299	–	–	3,299
Currency adjustment	–	–	(19)	(3)	(22)
At 30 June 2024	9,028	154,531	11,751	2,607	177,917
Net book value
At 30 June 2024	11,230	33,410	446	2,257	47,3 43
At 30 June 2023	11,233	32,439	373	2,423	46,468

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FINANCIAL STATEMENTS

12. Intangible assets continued

Goodwill

Goodwill has arisen on the acquisition of several businesses and has an indeterminable useful life. It is therefore not amortised but is

instead tested for impairment annually and at any point during the year when an indicator of impairment exists. Goodwill is allocated

to cash generating units (CGUs), as set out below. This is the lowest level in the Group at which goodwill is monitored for impairment.

The analysis of goodwill according to business acquired is:

	2025	2024
	£’000	£’000
itp GmbH	2,959	2,934
Renishaw Mayfield S.A.	2,180	2,089
Renishaw Fixturing Solutions, LLC	5,055	5,497
Other smaller acquisitions	660	710
Total goodwill	10,854	11,230

The recoverable amounts of acquired goodwill are based on value-in-use calculations. These calculations use cash flow projections

based on the financial business plans approved by management for the next five financial years. The cash flows beyond this

forecast are extrapolated to perpetuity using a nil growth rate on a prudent basis, to reflect the uncertainties over forecasting beyond

five years.

The following pre-tax discount rates have been used in discounting the projected cash flows:

		2025	2024
Business acquired	CGU	Discount rate	Discount rate
itp GmbH	itp GmbH entity (‘ITP’)	15.1%	13.6%
Renishaw Fixturing Solutions, LLC	Renishaw plc (‘PLC’)	16.5%	14.6%
Renishaw Mayfield S.A.	Renishaw Mayfield S.A. entity (‘Mayfield’)	20.5%	24.6%

The Group post-tax weighted average cost of capital, calculated at 30 June 2025, is 11.6% (2024: 10.7%). Pre-tax discount rates for

Manufacturing technologies CGUs (ITP and PLC) are calculated from this basis, given that they are aligned with the wider Group’s

industries, markets and processes. The Analytical instruments and medical devices’ CGU (Mayfield) has a higher risk weighting,

reflecting the less mature nature of this segment.

CGU specific five-year business plans have been used in determining cash flow projections. Within these plans, revenue forecasts are

calculated with reference to external market data, past outperformance, and new product launches, consistent with revenue forecasts

across the Group. Production costs, engineering costs, distribution costs and administrative expenses are calculated based on

management’s best estimates of what is required to support revenue growth and new product development. Estimates of capital

expenditure and working capital requirements are also included in the cash flow projections. The key estimate within these business

plans is the forecast revenue growth, given that the cost bases of the businesses can be flexed in line with revenue performance.

Given the average revenue growth assumptions included in the five-year business plans, management’s sensitivity analysis involves

modelling a reduction in the forecast cash flows utilised in those business plans and therefore into perpetuity.

A growth rate of 0.0% (2024: 0.0%) is used to derive the value in perpetuity in all CGUs.

For there to be an impairment in the PLC, ITP or Mayfield CGUs, the pre-tax discount rate would need to increase to at least 20%,

21% and 25% respectively, or there would need to be a reduction to forecast cash flows of 18%, 30% and 8% respectively.

Internally generated development costs

The key assumption in determining the value-in-use for internally generated development costs is the forecast unit sales over the

useful economic life, which is determined by management using their knowledge and experience with similar products and the

sales history of products already available in the market. Resulting cash flow projections over five to 10 years, the period over which

product demand forecasts can be reasonably predicted and internally generated development costs are written off, are discounted

using pre-tax discount rates, which are calculated from the Group post-tax weighted average cost of capital of 11.6% (2024: 10.7%).

There were impairments of internally generated development costs in the year of £1.8m (2024: £3.3m). This includes a £0.9m

impairment of our chronic drug delivery intangible asset, following the decision to close the drug delivery business during the year.

The remaining £0.9m is for three other projects where revenue growth is now expected to be lower than previously forecast.

For the largest projects, comprising 97% of the net book value at 30 June 2025, a 10% reduction to forecast unit sales,

or an increase in the discount rate by 5%, would not result in an impairment.

Notes continued

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Renishaw plc Annual Report 2025

13. Investments in joint ventures

Where we make an investment in a company which gives us significant influence but not full control, we account for

our share of their post-tax profits in our financial statements. We have joint venture arrangements with two companies,

RLS and MSP.

The Group’s investments in joint ventures (all investments being in the ordinary share capital of the joint ventures), whose accounting

years end on 30 June, were:

	Country of incorporation and	2025	2024
	principal place of business	Ownership %	Ownership %
RLS Merilna tehnika d.o.o. (‘RLS’)–jointventure	Slovenia	50.0	50.0
Metrology Software Products Limited (‘MSP’)–joint venture	England & Wales	70.0	70.0

Although the Group owns 70% of the ordinary share capital of MSP, this is accounted for as a joint venture as the control

requirements of IFRS 10 are not satisfied. This is because the shareholders agreement includes that for so long as the Group’s

holding is less than 75% of the total shares of MSP, Renishaw plc agrees to exercise its voting rights such that it only votes as if it has

the same aggregate shareholding as the remaining Management Shareholders.

Movements during the year were:

	2025	2024
	£’000	£’000
Balance at the beginning of the year	25,485	22,414
Dividends received	(1,500)	(498)
Share of profits of joint ventures	3,538	3,880
Currency adjustment	169	(311)
Balance at the end of the year	27,692	25,485

Renishaw International Limited (‘RIL’) has a 14-day notice deposit agreement with RLS. Interest is payable by RIL to RLS at a market

rate on a monthly basis. As at 30 June 2025, under this agreement RIL had received EUR 17.0m (£14.5m equivalent) (2024: £8.5m),

which is recognised as ‘Amounts payable to joint venture’ in the Consolidated balance sheet.

Summarised financial information for joint ventures:

	RLS		MSP
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
Assets	52,093	49,295	6,258	5,470
Liabilities	(5,526)	(6,167)	(532)	(442)
Net assets	46,567	43,128	5,726	5,028
Group’s share of net assets	23,284	21,564	4,008	3,520
Revenue	38,045	38,548	3,389	2,947
Profit for the year	6,100	6,546	697	867
Group’s share of profit for the year	3,050	3,273	488	607

For the nature of the activities, see note C.50.

The financial statements of RLS have been prepared on the basis of Slovenian Accounting Standards.

The financial statements of MSP have been prepared on the basis of FRS 102.

141

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FINANCIAL STATEMENTS

14. Leases (as lessor)

The Group acts as a lessor for Renishaw-manufactured equipment on finance and operating lease arrangements.

This is mainly for high-value capital equipment such as our additive manufacturing machines.

Accounting policy

Where the Group transfers the risks and rewards of ownership of lease assets to a third party, the Group recognises a receivable

in the amount of the net investment in the lease. The lease receivable is subsequently reduced by the principal received, while an

interest component is recognised as financial income in the Consolidated income statement. Standard contract terms are up to

five years and there is a nominal residual value receivable at the end of the contract.

Where the Group retains the risks and rewards of ownership of lease assets, it continues to recognise the leased asset in Property,

plant and equipment. Income from operating leases is recognised on a straight-line basis over the lease term and recognised as

revenue rather than other revenue as such income is not material. Operating leases are on one to five year terms.

The total future lease payments are split between the principal and interest amounts below:

		2025				2024
	Gross		Net		Gross		Net
	investment	Interest	investment		investment	Interest	investment
	£’000	£’000	£’000		£’000	£’000	£’000
Receivable in less than one year	6,027	832	5,195		4,761	900	3,861
Receivable between one and two years	5,416	572	4,844		5,903	765	5,138
Receivable between two and three years	4,120	317	3,803		4,038	347	3,691
Receivable between three and four years	2,669	154	2,515		2,072	138	1,934
Receivable between four and five years	803	15	788		1,264	83	1,181
Total future minimum lease payments receivable	19,035	1,890	17,145	18,	038	2,233	15,80	5

Finance lease receivables are presented as £11.9m (2024: £11.9m) non-current assets and £5.2m (2024: £3.9m) current assets in

the Consolidated balance sheet.

The total of future minimum lease payments receivable under non-cancellable operating leases were:

	2025	2024
	£’000	£’000
Receivable in less than one year	1,138	1,042
Receivable in more than one year	1,323	707
Total future minimum lease payments receivable	2,461	1,749

During the year, £1.4m (2024: £1.2m) of operating lease income was recognised in revenue.

15. Cash and cash equivalents and bank deposits

We have always valued having cash in the bank to protect the Group from downturns and enable us to react swiftly to

investment or market capture opportunities. We currently hold significant cash and cash equivalents and bank deposits,

mostly in the UK and spread across several banks with high credit ratings.

Accounting policy

Cash and cash equivalents comprise cash balances, and deposits with an original maturity of less than three months or with an

original maturity date of more than three months where the deposit can be accessed on demand without significant penalty for

early withdrawal and where the original deposit amount is recoverable in full.

Cash and cash equivalents

An analysis of cash and cash equivalents at the end of the year was:

	2025	2024
	£’000	£’000
Bank balances and cash in hand	87,138	75,090
Short-term deposits	282	47,203
Balance at the end of the year	87,420	122,293

Bank deposits

Bank deposits at the end of the year amounted to £186.2m (2024: £95.5m), of which £60.0m matures in July 2025, £21.0m matures

in September 2025, £69.2m matures in December 2025, £0.8m in January 2026, £1.0m in February 2026, £30.0m in May 2026 and

£4.2m in June 2026.

During the year bank deposits of £95.5m matured, of which £50.0m matured in December 2024 and £43.0m in May 2025.

Notes continued

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Renishaw plc Annual Report 2025

16. Inventories

We have continued to focus on our inventory holding requirements, with a small reduction in total inventories, and remain

committed to high customer delivery performance.

Accounting policy

Inventory and work in progress is valued at the lower of actual cost on a first-in, first-out (FIFO) basis and net realisable value.

In respect of work in progress and finished goods, cost includes all production overheads and the attributable proportion of

indirect overhead expenses that are required to bring inventories to their present location and condition. Overheads are absorbed

into inventories on the basis of normal capacity or on actual hours if higher.

Key estimate – Determination of net realisable inventory value

Determining the net realisable value of inventory requires management to estimate future demand, especially in respect of

provisioning for slow moving and potentially obsolete inventory. When calculating an inventory provision management generates

an estimate of future demand for individual inventory items (capped at 3 years) based upon the higher of 12 months of historical

usage or 12 months of demand from customer orders and manufacturing build plans. A 50% provision is calculated where actual

holdings represent between 3 to 5 years’ worth of future demand, and 100% is calculated where actual holdings represent over

5 years’ worth of future demand. Adjustments are made where needed, for example where it is highly likely that there will be an

increase in sales beyond the 12-month demand period or where there are obsolescence programmes.

An analysis of inventories at the end of the year was:

	2025		2024
	£’000		£’000
Raw materials	56,911	53,54	2
Work in progress	31,623	32,	840
Finished goods	70,931	75,54	6
Balance at the end of the year	159,465	16	1,928

At the end of the year, the gross cost of inventories which had provisions held against them totalled £29.4m (2024: £29.6m).

During the year, the amount of write-down of inventories recognised as an expense in the Consolidated income statement was

£1.0m (2024: £6.2m).

Inventories in Renishaw plc account for 61% (2024: 63%) of the total Inventories of the Group. A 10% reduction in the estimate of

future demand for all Renishaw plc inventory items would result in an increase in the inventory provision of £0.4m (2024: £0.6m).

17. Provisions

A provision is a liability recorded in the Consolidated balance sheet, where there is uncertainty over the timing or amount

that will be paid.

Accounting policy

The Group provides a warranty from the date of purchase, except for those products that are installed by the Group where the

warranty starts from the date of completion of the installation. This is typically for a 12-month period, although up to three years

is given for a small number of products. A warranty provision is included in the Group financial statements, which is calculated

on the basis of historical returns and internal quality reports.

Warranty provision movements during the year were:

	Warranty		Other
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
Balance at the beginning of the year	2,997	2,758	–	–
Created during the year	3,281	2,633	6,152	–
Unused amounts reversed	(924)	–	–	–
Utilised in the year	(2,528)	(2,394)	–	–
	(171)	239	6,152	–
Balance at the end of the year	2,826	2,997	6,152	–

The warranty provision has been calculated on the basis of historical return-in-warranty information and other internal reports.

It is expected that most of this expenditure will be incurred in the next financial year and all expenditure will be incurred within three

years of the balance sheet date.

Other provisions comprises interest payable liabilities of £4,852,000 for historical and non-recurring tax matters, see Note 7 for

further details, and an onerous contract provision of £1,300,000.

143

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FINANCIAL STATEMENTS

18. Contract liabilities

Contract liabilities represent the Group’s obligation to transfer goods, capital equipment and/or services to a customer

for which the Group has either received consideration or consideration is due from the customer. Our balances mostly

comprise advances received from customers and payments for services yet to be completed.

Balances at the end of the year were:

	2025	2024
	£’000	£’000
Goods, capital equipment and installation	813	210
Aftermarket services	8,251	6,955
Deferred revenue	9,064	7,16	5
Advances received from customers	5,605		3,715
Balance at the end of the year	14,669		10,880

The aggregate amount of the transaction price allocated to performance obligations that are unsatisfied at the end of the year is

£14.7m (2024: £10.9m). Of this, £1.5m (2024: £1.4m) is not expected to be recognised in the next financial year.

19. Other payables

Separate to our trade payables and contract liabilities, which directly relate to our trading activities, our Other payables

mostly comprises amounts payable to employees, or relating to employees.

Balances at the end of the year were:

	2025	2024
	£’000	£’000
Payroll taxes and social security	7,484	6,477
Performance bonuses	11,047	9,990
Holiday pay and retirement accruals	11,091	9,397
Indirect tax payable	5,278	5,163
Deferred research and development tax credit (‘RDEC’)	1,131	–
Other creditors and accruals	21,101	19,317
Total other payables	57,132	5	0,344

Holiday pay accruals are based on a calculation of the number of days’ holiday earned during the year, but not yet taken. Deferred

research and development tax credit (‘RDEC’) relates to amounts received for capitalised development costs which cannot be

recognised, see Note 4 for further details.

Other creditors and accruals includes a number of other individually smaller accruals.

20. Borrowings

The Group’s only source of external borrowing is a fixed-interest loan facility in our Japanese subsidiary, entered into

to directly finance the purchase of a new distribution facility in Japan in FY2019.

Third-party borrowings at 30 June 2025 consist of a loan entered into on 31 May 2019 by Renishaw KK, with original principal of

JPY 1,447,000,000 (£10,486,000). Principal of JPY 12,000,000 is repayable each month, with a fixed interest rate of 0.81% also paid

on monthly accretion for the first five years. This loan was extended for an additional five years in May 2024, with a fixed interest rate

of 1.41% payable for the remaining term, at which time the principal will have been repaid in full. There are no covenants attached

to this loan.

Movements during the year were:

	2025	2024
	£’000	£’000
Balance at the beginning of the year	3,522	4,694
Interest	49	36
Repayments	(794)	(799)
Currency adjustment	107	(409)
Balance at the end of the year	2,884	3,522

Borrowings are held at amortised cost. There is no significant difference between the book value and fair value of borrowings, which

is estimated by discounting contractual future cash flows, which represents level 2 of the fair value hierarchy defined in Note 25.

Notes continued

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Renishaw plc Annual Report 2025

21. Leases (as lessee)

The Group leases distribution properties and cars from third parties and recognises an associated lease liability for the

total present value of payments the lease contracts commit us to.

Accounting policy

At the commencement date of a lease arrangement the Group recognises a right-of-use asset for the leased item and a lease

liability for any payments due. Lease liabilities are initially measured at the present value of the lease payments that are not paid

at the commencement date, discounted using the incremental borrowing rate of the applicable entity. The lease liability is

subsequently measured at amortised cost using the effective interest method and is remeasured if there is a change in future

lease payments arising from a change in an index or rate (such as an inflation-linked increase) or if there is a change in the

Group’s assessment of whether it will exercise an extension or termination option. When this happens there is a corresponding

adjustment to the right-of-use asset. Where the Group enters into leases with a lease term of 12-months or less, these are treated

as ‘short-term’ leases and are recognised on a straight-line basis as an expense in the Consolidated income statement. The same

treatment applies to low-value assets, which are typically IT equipment and office equipment.

Undiscounted future lease liabilities are analysed as below:

	Leasehold	Plant and	Motor
	property	equipment	vehicles	Total
2025	£’000	£’000	£’000	£’000
Due in less than one year	2,490	34	1,985	4,509
Due between one and two years	2,110	18	1,303	3,431
Due between two and three years	1,667	12	501	2,180
Due between three and four years	1,135	11	80	1,226
Due between four and five years	182	4	2	188
Due in more than five years	4,358	–	–	4,358
Total future minimum lease payments payable	11,942	79	3,871	15,892
Effect of discounting	(2,916)	(4)	(211)	(3,131)
Lease liabilities	9,026	75	3,660	12,761

	Leasehold	Plant and	Motor
	property	equipment	vehicles	Total
2024	£’000	£’000	£’000	£’000
Due in less than one year	2,396	36	2,161	4,593
Due between one and two years	2,137	22	1,816	3,975
Due between two and three years	1,862	7	1,035	2,904
Due between three and four years	1,549	1	205	1,755
Due between four and five years	1,001	–	8	1,009
Due in more than five years	4,454	–	–	4,454
Total future minimum lease payments payable	13,399	66	5,225	18,690
Effect of discounting	(3,311)	(2)	(355)	(3,668)
Lease liabilities	10,088	64	4,870	15,022

Lease liabilities are also presented as a £4.0m (2024: £4.0m) current liability and a £8.8m (2024: £11.1m) non-current liability in the

Consolidated balance sheet.

Amounts recognised in the Consolidated income statement relating to leases were:

	2025	2024
	£’000	£’000
Depreciation of right-of-use assets	4,633	4,653
Interest expense on lease liabilities	685	537
Expenses relating to short-term and low-value leases	395	138
Total expense recognised in the Consolidated income statement	5,713	5,328
Total cash outflows for leases	5,364	5,034

145

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

22. Changes in liabilities arising from financing activities

	1 July 2024	Cash flows	Other	Currency	30 June 2025
Lease liabilities	15,022	(4,284)	2,564	(541)	12,761
Borrowings	3,522	(794)	49	107	2,884
	18,544	(5,078)	2,612	(434)	15,644

	1 July 2023	Cash flows		Other	Currency	30 June 2024
Lease liabilities	8,633	(4,359)	10,9	67	(219)	15,022
Borrowings	4,694	(799)		36	(409)	3,522
	13,327	(5,158)		11,003	(628)	18,544

See Notes 20 and 21 for further details on borrowing and leasing activities.

23. Employee benefits

The Group operates contributory pension schemes for UK, Ireland and German employees which are of the defined

benefit type. The UK and Ireland schemes were closed to new members on 5 April 2007 and 31 December 2007 respectively,

at which time they ceased any future accrual for existing members. The German scheme closed to new members on

30 June 2012, however the scheme is open to future accrual for existing members. The Group’s largest defined benefit

scheme is in the UK.

Accounting policy

Defined benefit pension schemes are managed by trustees who are independent of the Group finances. Investment assets of the

schemes are measured at fair value using the bid price of the unitised investments, quoted by the investment manager, at the

reporting date. For buy-in insurance contracts, where the income received from a policy matches exactly the benefit payments

due to the members it is covering, the value attributable to the contract to be recognised as an asset is the equivalent IAS 19

value of the corresponding liabilities. Reimbursement assets are measured at fair value, quoted by the insurance company,

at the reporting date. Reimbursement assets are not classified as a plan asset as they are not a qualifying insurance policy.

Pension scheme liabilities are measured using a projected unit method and discounted at the current rate of return on a high-

quality corporate bond of equivalent term and currency to the liability. Remeasurements arising from defined benefit schemes

comprise actuarial gains and losses, the return on scheme assets (excluding interest) and the effect of the asset ceiling (if any,

excluding interest). The Company recognises them immediately in Other comprehensive income and all other expenses related

to defined benefit schemes are included in the Consolidated income statement.

The pension schemes’ surpluses, to the extent that they are considered recoverable, or deficits are recognised in full and presented

on the face of the Consolidated balance sheet under Employee benefits. Where a guarantee is in place in relation to a pension

scheme deficit, liabilities are reported in accordance with IFRIC 14 ‘The Limit on a Defined Benefit Asset, Minimum Funding

Requirements and their Interaction’. To the extent that contributions payable will not be available as a refund after they are paid into

the plan, a liability is recognised at the point the obligation arises, which is the point at which the minimum funding guarantee is

agreed. Overseas-based employees are covered by a combination of state, defined benefit and private pension schemes in their

countries of residence. Actuarial valuations of overseas pension schemes were not obtained, apart from Ireland and Germany.

For defined contribution schemes, the amount charged to the Consolidated income statement represents the contributions

payable to the schemes in respect of the accounting period.

Key estimate – Valuation of defined benefit pension schemes’ liabilities

Determining the value of the future defined benefit obligation requires estimation in respect of the assumptions used to determine

the present values. These include future mortality, discount rate and inflation. Management makes these estimates in consultation

with independent actuaries.

Key judgement – Whether past service costs need to be recognised

Management also need to determine the appropriate accounting treatment for past service costs, and do so in consultation with

independent legal advisors and actuaries.

The total pension cost of the Group for the year was £29.3m (2024: £27.9m), of which £0.1m (2024: £0.1m) related to Directors and

£6.2m (2024: £6.5m) related to overseas schemes. The latest full actuarial valuation of the UK defined benefit pension scheme

(‘UK scheme’) was carried out as at 30 September 2021 and updated to 30 June 2025 by a qualified independent actuary. The full

actuarial valuation as at 30 September 2024 is in progress.

The Group operates a defined benefit pension scheme for certain employees within Germany. An error has been identified with the

Group’s classification of the German pension scheme as a defined contribution scheme, as opposed to a defined benefit scheme,

following a request for funding from the pension scheme support fund. In line with IAS 8, the Group has restated balances as at

30 June 2024 and 1 July 2023. The actuarial valuation of the liabilities has been prepared by a qualified actuary.

The mortality assumption used for FY2025 is the S3PxA base tables and CMI 2023 model, with long-term improvements of

1% per annum. Adjustments have been made to both the core base tables and CMI 2023 model to allow for the scheme’s

membership profile and best estimate assumptions of future mortality improvements. The CMI 2024 model was released on

30 June 2025, we will adopt this model as part of our mid-year accounting at 31 December 2025.

Notes continued

146

Renishaw plc Annual Report 2025

23. Employee benefits continued

Major assumptions used by actuaries for the UK, Ireland and German schemes were:

		30 June 2025			30 June 2024
	UK scheme	Ireland scheme	Germany scheme	UK scheme	Ireland scheme	Germany scheme
Discount rate	5.55%	4.00%	3.90%	5.10%	3.75%	3.70%
Rate of increase in pension payments	2.85%	2.25%	2.00%	2.95%	2.50%	2.00%
Rate of increase in salary	n/a	n/a	2.50%	n/a	n/a	2.50%
Inflation rate (RPI)	3.05%	2.25%	n/a	3.25%	2.50%	n/a
	2.05% 1			2.25% 1
Inflation rate (CPI)	3.05% 2	2.25%	2.00%	3.25% 2	2.50%	2.00%
Retirement age	65	65	67	64	65	67

1 Pre-2030 2 Post-2030

The major assumptions used by actuaries for the German scheme to calculate the liability at 1 July 2023 were consistent with the

assumptions used at 30 June 2024.

The life expectancies from the retirement age of 65 for the UK scheme implied by the mortality assumption at age 65 and 45 are:

	2025	2024
	years	years
Male currently aged 65	21.1	21.1
Female currently aged 65	23.5	23.5
Male currently aged 45	21.8	21.8
Female currently aged 45	24.4	24.4

The weighted average duration of the UK scheme obligation is around 15 years (2024: 16 years).

The assets and liabilities in the defined benefit pension schemes were:

	30 June	% of	30 June	% of
	2025	total	2024	total
	£’000	assets	£’000	assets
Market value of assets:
Insurance contract	118,158	83	129,207	84
Credit and fixed income funds	7,924	6	9,268	6
Index linked gilts	5,815	4	1,269	1
Multi-asset funds	4,640	3	5,869	4
Equities	4,295	3	6,861	4
Cash and other	781	1	660	–
	141,613	100	153,134	100
Actuarial value of liabilities	(151,301)		(163,638)	–
Deficit in the schemes	(9,688)		(10,504)	–
Deferred tax thereon	3,748		3,746	–

Note C.45 gives the analysis of the UK scheme. For the Ireland scheme, the market value of assets at the end of the year was £14.8m

(2024: £14.0m) and the actuarial value of liabilities was £11.0m (2024: £11.9m). The UK scheme was in a net surplus position at

30 June 2025 totalling £7.6m (2024: surplus £8.7m), and is therefore presented in non-current assets in the Consolidated balance

sheet. The Ireland scheme was in a net asset position at 30 June 2025 totalling £3.8m (2024: £2.1m), and is therefore also presented

in non-current assets. For the German scheme, the actuarial value of liabilities was £21.1m (2024: £21.3m), which is presented

gross in non-current liabilities. The German scheme does not have any plan assets, rather a reimbursement right asset of £12.9m

(2024: £12.1m) which is separately disclosed in the Consolidated balance sheet in assets.

During FY2024, the Trustee of the UK scheme undertook a buy-in and insured around 99% of the UK scheme’s liabilities by

purchasing an insurance policy. This contract was effective from 19 October 2023 and is held in the name of the Trustee. The value

of the contract is recognised as a UK scheme asset for the purposes of IAS 19. In line with IAS 19.115, for a buy-in insurance contract

such as this, where the income received from the policy matches exactly the benefit payments due to the members it is covering, the

value attributable to the contract to be recognised as an asset is the equivalent IAS 19 value of the corresponding liabilities.

Equities are held in externally-managed funds and primarily relate to UK and US equities. Credit and fixed income funds, and index

linked gilts relate to UK, US and Eurozone government-linked securities, again held in externally-managed funds. The fair values of

these equity and fixed income instruments are determined using the bid price of the unitised investments, quoted by the investment

manager, at the reporting date and therefore represent level 2 of the fair value hierarchy defined in Note 25. Multi-asset funds are

also held in externally-managed funds, with active asset allocation to diversify growth across asset classes such as equities, bonds

and money-market instruments. The fair value of these funds is determined on a comparable basis to the equity and fixed income

funds, and therefore are also level 2 assets. Cash and other at 30 June 2025 mostly comprises amounts held in a Sterling bank

account, in which the principal is preserved and same day liquidity is available.

No scheme assets are directly invested in the Group’s own equity.

147

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

23. Employee benefits continued

The movements in the schemes’ assets, liabilities and reimbursement right were:

	Reimbursement
	right	Assets	Liabilities	Total
Year ended 30 June 2025	£’000	£’000	£’000	£’000
Balance at the beginning of the year	12,116	153,134	(163,638)	1,612
Contributions paid	–	162	–	162
Interest on pension schemes	–	7,465	(6,962)	503
Remeasurement gain/(loss) under IAS 19	1,498	(12,267)	13,546	2,777
Scheme administration expenses	(705)	(1,128)	–	(1,833)
Benefits paid	–	(5,753)	5,753	–
Balance at the end of the year	12,909	141,613	(151,301)	3,221

	Reimbursement
	right	Assets	Liabilities	Total
Year ended 30 June 2024	£000	£’000	£’000	£’000
Balance at the beginning of the year	11,348	196,329	(159,451)	48,226
Contributions paid	–	161	–	161
Interest on pension schemes	–	9,581	(6,673)	2,908
Remeasurement gain/(loss) under IAS 19	768	(45,054)	(4,490)	(48,776)
Scheme administration expenses	–	(907)	–	(907)
Benefits paid	–	(6,976)	6,976	–
Balance at the end of the year	12,116	153,134	(163,638)	1,612

The analysis of the amount recognised in the Consolidated statement of comprehensive income and expense was:

	2025	2024
	£’000	£’000
Actuarial gain/(loss) arising from:
Changes in demographic assumptions	–	35
Changes in financial assumptions	14,857	775
Experience adjustment	187	(4,532)
Return on plan assets excluding interest income	(12,267)	(45,054)
Total amount recognised in the Consolidated statement of comprehensive income and expense	2,777	(48,776)

The cumulative amount of actuarial gains and losses recognised in the Consolidated statement of comprehensive income and

expense was a loss of £63.9m (2024: loss of £66.7m).

The net surplus of the Group’s defined benefit pension schemes, including the reimbursement right, on an IAS 19 basis,

has increased from £1.6m at 30 June 2024 to £3.2m at 30 June 2025, primarily as a result of actuarial movements.

For the UK scheme, the latest actuarial report prepared in September 2021 shows a deficit of £52.8m, which is based on funding

to self-sufficiency and uses prudent assumptions. IAS 19 requires best estimate assumptions to be used, resulting in the IAS 19 net

surplus being higher than the actuarial deficit.

The existing deficit funding plan for the UK scheme is in place until 30 June 2031, at which time any outstanding deficit will be paid.

The agreement will end sooner if the actuarial deficit (calculated on a self-sufficiency basis) is eliminated in the meantime. The net

book value of properties subject to fixed charges under this agreement at 30 June 2025 was £48.7m (2024: £45.9m).

The charges may be enforced by the Trustees if one of the following occurs: (a) the Company does not pay funds into the scheme

in line with the agreed plan; (b) an insolvency event occurs in relation to the Company; or (c) the Company does not pay any deficit

at 30 June 2031.

Under the Ireland defined benefit pension scheme deficit funding plan, a property owned by Renishaw Ireland (DAC) is subject

to a registered fixed charge to secure the Ireland defined benefit pension scheme’s deficit.

For the UK scheme, a guide to the sensitivity of the value of the respective liabilities is as follows:

	Variation	Approximate effect on liabilities
UK – discount rate	Increase/decrease by 0.5%	-£10.2m/+£11.4m
UK – future inflation	Increase/decrease by 0.5%	+£7.7m/-£7.8 m
UK – mortality	Increased/decreased life by one year	+£5.7m/-£4.5m

Notes continued

148

Renishaw plc Annual Report 2025

23. Employee benefits continued

Benefits in the UK Fund are subject to a DC underpin at the point of retirement or transfer out. Historically, this has been allowed

for in the accounts in a consistent manner to current administrative practice and the triennial funding valuations. During the buy-in

process, it was identified that the drafting of the DC underpin in the UK Fund Rules may require that the DC underpin is applied in

a manner which is different to the administrative practice which has been applied. The Trustee and Company are currently seeking

legal clarification and advice on this issue, with the intention of correcting the Rules to match administrative practice. No allowance

for this matter has been made in the 30 June 2025 financial statements, as management continue to assess it to be unlikely that

there will be an increase in liabilities, and due to the uncertainty of legal treatment and therefore any potential impact on liabilities.

In June 2023, the High Court ruled that certain historical amendments made to the rules of the Virgin Media pension scheme were

invalid without the scheme’s actuary having provided the associated Section 37 certificates. This judgment was upheld by the

Court of Appeal in July 2024, which has implications on other schemes that were contracted-out on a salary-related basis, and

made amendments between April 1997 and April 2016. The UK scheme was contracted out until 5 April 2007 and amendments

were made during the relevant period and as such the ruling could have implications for the UK scheme. In June 2025, the UK

Government announced it will introduce legislation to allow affected pension schemes to retrospectively obtain written actuarial

confirmation that historical benefit changes met the necessary standards. The Company and the Trustees have commenced a

review of all amending documents between 6 April 1997 and 5 April 2016 for the scheme to determine whether proper procedures

were undertaken at the time of the amendments by the Trustees, actuaries and administrators. The Trustee and Company continue

to seek legal advice on this matter and will act appropriately to obtain retrospective actuarial confirmation where appropriate.

At the date of approving these financial statements, the possible implications, if any, for the UK scheme not having all Section 37

certificates have not been investigated in detail. Accordingly, no amendments for this matter have been included in the IAS 19

actuarial valuation as the impact, if any, cannot be reliably assessed.

Reimbursement right

The Group has recognised a reimbursement right in respect of its pension obligation for the German scheme. At 30 June 2025, the

value of reimbursement right is £12,909,000 (2024: £12,116,000). This asset relates to an insurance policy that reimburses the Group

for pension payments made to scheme members. The reimbursement right is not classified as a plan asset as it is not a qualifying

insurance policy. The insurance policy is held with a regulated insurer and covers a portion of the pension benefits payable under

the plan. The reimbursement right is considered virtually certain and has been measured at fair value.

149

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

24. Share-based payments

The Group provides share-based payment arrangements to certain employees in accordance with the Renishaw plc

deferred annual equity incentive plan. The Governance section provides information of how these awards are determined.

Accounting policy

Renishaw shares are granted in accordance with the Renishaw plc deferred annual equity incentive plan (the DAEIP). The share

awards are subject only to continuing service of the employee and are equity settled. The fair value of the awards at the date of

grant, which is estimated to be equal to the market value, is charged to the Consolidated income statement on a straight-line basis

over a three-year vesting period, with appropriate adjustments made to reflect expected or actual forfeitures. The corresponding

credit is to Other reserve.

The number of shares to be awarded is calculated by dividing the relevant amount of annual bonus under the DAEIP by the

average price of a share during a period determined by the Remuneration Committee of not more than five dealing days ending

with the dealing day before the award date. These shares must be purchased on the open market and cannot be satisfied by

issuance of new shares or transfer of existing treasury shares.

The Renishaw Employee Benefit Trust (EBT) is responsible for purchasing shares on the open market on behalf of the Company

to satisfy the DAEIP awards. These are held by the EBT until transferring to the employee, which will normally be on the third

anniversary of the award date, subject to continued employment. Malus and clawback provisions can be operated by the

Committee within five years of the award date. During the vesting period, no dividends are payable on the shares. However,

upon vesting, employees will be entitled to additional shares or cash, equivalent to the value of dividends paid on the awarded

shares during this period. This amount is accrued over the vesting period.

Own shares held are recognised as an element in equity until they are transferred at the end of the vesting period, and such

shares are excluded from earnings per share calculations.

The total cost recognised in the FY2025 Consolidated income statement in respect of the DAEIP was £0.8m (2024: £0.9m).

See Note 26 for reconciliations of amounts recognised in Equity.

In accordance with the DAEIP, shares equivalent to £0.9m (2024: £0.2m) are to be awarded in respect of FY2025. See the Directors’

Remuneration Report for further details of the DAEIP.

Notes continued

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Renishaw plc Annual Report 2025

25. Financial instruments

The Group has exposure to credit risk, liquidity risk and market risk arising from its use of financial instruments.

This note presents information about the Group’s exposure to these risks, along with the Group’s objectives, policies

and processes for measuring and managing the risks.

Accounting policy

The Group measures financial instruments such as forward exchange contracts at fair value at each balance sheet date

in accordance with IFRS 9 ‘Financial Instruments’. Fair value, as defined by IFRS 13 ‘Fair Value Measurement’, is the price that

would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the

measurement date. This note provides detail on the IFRS 13 fair value hierarchy.

Trade and other current receivables are initially recognised at fair value and are subsequently held at amortised cost less any

provision for bad and doubtful debts and expected credit losses according to IFRS 9. Trade and other current payables are

initially recognised at fair value and are subsequently held at amortised cost.

Financial liabilities in the form of loans are initially recognised at fair value and are subsequently held at amortised cost.

Financial liabilities are assessed for embedded derivatives and whether any such derivatives are closely related. If not closely

related, such derivatives are accounted for at fair value in the Consolidated income statement.

Foreign currency derivatives are used to manage risks arising from changes in foreign currency rates relating to overseas sales

and foreign currency-denominated assets and liabilities. The Group does not enter into derivatives for speculative purposes.

Foreign currency derivatives are stated at their fair value, being the estimated amount that the Group would pay or receive to

terminate them at the balance sheet date, based on prevailing foreign currency rates.

Changes in the fair value of foreign currency derivatives which are designated and effective as hedges of future cash flows are

recognised in Other comprehensive income and in the Cash flow hedging reserve, and subsequently transferred to the carrying

amount of the hedged item or the Consolidated income statement. Realised gains or losses on cash flow hedges are therefore

recognised in the Consolidated income statement within revenue in the same period as the hedged item.

Hedge accounting is discontinued when the hedging instrument expires or when the hedging instrument or hedged item

no longer qualify for hedge accounting. If the forecast transaction is still expected to occur, but is no longer highly probable,

the cumulative gain or loss in the cash flow hedge reserve remains in that reserve until the transaction occurs. If the forecast

transaction is no longer expected to occur, the cumulative gain or loss in the cash flow hedge reserve is immediately reclassified

to the Consolidated income statement.

Changes in fair value of foreign currency derivatives, which are ineffective or do not meet the criteria for hedge accounting in

IFRS 9, are recognised in the Consolidated income statement within Gains/losses from the fair value of financial instruments.

In addition to derivatives held for cash flow hedging purposes, the Group uses short-term derivatives not designated as hedging

instruments to offset gains and losses from exchange rate movements on foreign currency-denominated assets and liabilities.

Gains and losses from currency movements on underlying assets and liabilities, realised gains and losses on these derivatives,

and fair value gains and losses on outstanding derivatives of this nature are all recognised in Financial income and expenses

in the Consolidated income statement.

Key estimate – Estimates of highly probable forecasts of the hedged item

Derivatives are effective for hedge accounting to the extent that the hedged item is ‘highly probable’ to occur, with ‘highly probable’

indicating a much greater likelihood of occurrence than the term ‘more likely than not’. Determining a highly probable sales

forecast for Renishaw plc and Renishaw UK Sales Limited, being the hedged item, over a multiple year time period, requires

judgement of the suitability of external and internal data sources and estimations of future sales.

Fair value

There is no significant difference between the fair value of financial assets and financial liabilities and their carrying value in the

Consolidated balance sheet. All financial assets and liabilities are held at amortised cost, apart from the forward foreign currency

exchange contracts, which are held at fair value, with changes going through the Consolidated income statement unless the

contracts are subject to hedge accounting.

The fair values of the forward foreign currency exchange contracts have been calculated by a third-party expert, discounting

estimated future cash flows on the basis of market expectations of future exchange rates, representing level 2 in the IFRS 13 fair

value hierarchy. The IFRS 13 level categorisation relates to the extent the fair value can be determined by reference to comparable

market values. The classifications are: level 1 where instruments are quoted on an active market; level 2 where the assumptions

used to arrive at fair value have comparable market data; and level 3 where the assumptions used to arrive at fair value do not have

comparable market data.

151

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

25. Financial instruments continued

Credit risk

The Group’s liquid funds are substantially held with banks with high credit ratings and the credit risk relating to these funds is

therefore limited. The Group carries a credit risk relating to non-payment of trade receivables by its customers. The Group’s policy

is that credit evaluations are carried out on all new customers before credit is given above certain thresholds. Risk is spread across

a large number of customers with no significant concentration with one customer or in any one geographical area. The Group

establishes an allowance for impairment in respect of trade receivables where recoverability is considered doubtful.

An analysis by currency of the Group’s financial assets at the year end is as follows:

		Trade and finance							Cash and cash equivalents
		lease receivables			Other receivables			and bank deposits
	2025		2024	2025		2024	2025		2024
Currency	£’000		£’000	£’000		£’000	£’000		£’000
Pound Sterling	17,076		17,258	30,438		24,807	223,491		168,781
US Dollar	50,034		57,209	970		1,613	11,322		8,261
Euro	30,669	3	0,699	3,525		2,320	5,153	10	,532
Chinese Yuan	13,592		11,179	512		574	17,0 69		11,284
Japanese Yen	13,181		13,135	136		144	2,730		3,358
Other	21,057		20,398	5,151		4,618	13,881	15	,619
	145,609	14	9,878	40,732	3	4,076	273,646		217,835

The above Trade and finance lease receivables, Other receivables and Cash and cash equivalents and bank deposits are

predominantly held in the functional currency of the relevant entity, with the exception of £13.2m (2024: £21.3m) of US Dollar-

denominated trade receivables being held in Renishaw (Hong Kong) Limited and £1.6m (2024: £1.6m) of Euro-denominated trade

receivables being held in Renishaw UK Sales Limited, along with some foreign currency cash balances which are of a short-term nature.

The ageing of trade receivables past due at the end of the year was:

	2025		2024
	£’000		£’000
Past due zero to one month	13,601	13,25	0
Past due one to two months	5,935	7,76	3
Past due more than two months	8,538	13,041
Balance at the end of the year	28,074	4,054	3

Movements in the provision for impairment of trade receivables during the year were:

	2025	2024
	£’000	£’000
Balance at the beginning of the year	4,479	3,438
Changes in amounts provided	3,215	2,264
Amounts used	(1,800)	(1,223)
Balance at the end of the year	5,894	4,479

The Group applies the simplified approach when measuring the expected credit loss for trade receivables, with a provision matrix

used to determine a lifetime expected credit loss.

For this provision matrix, trade receivables are grouped into credit risk categories, with category 1 being the lowest risk and

category 5 the highest. Risk scores are allocated to the customer’s country of operation, their type (such as distributor, end user and

OEM), their industry and the proportion of their debt that was past due at the year-end. These scores are then weighted to produce

an overall risk score for the customer, with the lowest scores being allocated to category 1 and the highest scores to category 5.

The matrix then applies an expected credit loss rate to each category, with this rate being determined by adjusting the Group’s

historical credit loss rates to reflect forward-looking information.

Notes continued

152

Renishaw plc Annual Report 2025

25. Financial instruments continued

Where certain customers have been identified as having a significantly elevated credit risk these have been provided for on

a specific basis. Both elements of expected credit loss are shown in the matrix below and have been shown separately so as not

to distort the expected credit loss rate.

	Risk category 1	Risk category 2	Risk category 3	Risk category 4	Risk category 5	2025	Total
Year ended 30 June 2025	£’000	£’000	£’000	£’000	£’000		£’000
Gross trade receivables	14,397	31,663	82,780	5,518	–		134,358
Expected credit loss rate	0.55%	0.61%	0.66%	0.71%	–		0.52%
Expected credit loss allowance	80	192	531	39	–		842
Specific loss allowance	–	–	4,730	322	–		5,052
Total loss allowance	80	192	5,261	361	–		5,894
Net trade receivables	14,317	31,471	7 7,519	5,157	–		128,464

	Risk category 1	Risk category 2	Risk category 3	Risk category 4	Risk category 5	2024	Total
Year ended 30 June 2024	£’000	£’000	£’000	£’000	£’000		£’000
Gross trade receivables	14,215	38,781	84,049	1,508	–		138,553
Expected credit loss rate	0.46%	0.50%	0.54%	0.58%	–		0.52%
Expected credit loss allowance	65	193	447	9	–		714
Specific loss allowance	–	4	3,440	322	–		3,766
Total loss allowance	65	197	3,887	331	–		4,480
Net trade receivables	14,150	38,584	8 0,162	1,177	–		134,073

Finance lease receivables are subject to the same approach as noted above for trade receivables.

Derivative assets are assessed based on the credit risk of the banks counterparty to the forward contracts.

Other receivables include mostly prepayments and indirect tax receivables. Prepayment balances are reviewed at each reporting

date to confirm that prepaid goods or services are still expected to be received, while tax balances are reviewed for recoverability.

Other receivables at the year end comprised:

	2025	2024
	£’000	£’000
Indirect tax receivable	10,959	7,206
Software maintenance	10,181	7,816
Grants	885	875
Research and development tax credit (‘RDEC’)recoverable	1,224	4,969
Contract assets	1,509	309
Other prepayments	15,974	12,901
Total other receivables	40,732	3	4,076

The maximum exposure to credit risk is £482.2m (2024: £416.7m), comprising the Group’s trade, finance and other receivables,

cash and cash equivalents and bank deposits, and derivative assets.

The maturities of non-current other receivables, being only derivatives, at the year end were:

	2025	2024
	£’000	£’000
Receivable between one and two years	7,878	1,387
Receivable between two and five years	–	–
	7,878	1,387

153

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

25. Financial instruments continued

Liquidity risk

Our approach to managing liquidity is to ensure, as far as possible, that we will always have sufficient liquidity to meet our liabilities

when due, without incurring unacceptable losses or risking damage to the Group’s reputation. We use monthly cash flow forecasts

on a rolling 12-month basis to monitor cash requirements.

With Cash and cash equivalents and bank deposits at 30 June 2025 totalling £273.6m and £147.9m cash flows generated from

operating activities in the period, the Group remains in a strong liquidity position.

In respect of Cash and cash equivalents and bank deposits, the carrying value is materially the same as fair value because of the

short maturity of the bank deposits. Bank deposits are affected by interest rates that are either fixed or floating, which can change

over time, affecting the Group’s interest income. A decrease of 1% in interest rates would result in a reduction in interest income

of approximately £2.5m.

The contractual maturities of financial liabilities at the year end were:

				Contractual cash flows
	Carrying	Effect of	Gross
	amount	discounting	maturities	Up to 1 year	1-2 years	3-5 years
Year ended 30 June 2025	£’000	£’000	£’000	£’000	£’000	£’000
Trade payables	25,943	–	25,943	25,943	–	–
Other payables	57,132	–	57,132	57,132	–	–
Borrowings	2,884	85	2,969	764	754	1,451
Forward exchange contracts	1,246	–	1,246	150	1,096	–
	87, 205	85	87,2 90	83,989	1,850	1,451

							Contractual cash flows
		Carrying	Effect of	Gross
		amount	discounting	maturities		Up to 1 year		1-2 years	3-5 years
Year ended 30 June 2024		£’000	£’000	£’000		£’000		£’000	£’000
Trade payables	21,	330	–	21,330		21,330		–	–
Other payables	50,	344	–	50	,344	50,	344	–	–
Borrowings		3,522	138		3,660		756	745	2,159
Forward exchange contracts		625	–		625		448	177	–
		75,821	138		75,959		72,878	922	2,159

Notes continued

154

Renishaw plc Annual Report 2025

25. Financial instruments continued

Market risk

The Group operates in several foreign currencies with the majority of sales being made in these non-Sterling currencies, but with

most manufacturing being undertaken in the UK, Ireland and India.

A large proportion of sales are made in US Dollar, Euro and Japanese Yen, therefore the Group enters into US Dollar, Euro and

Japanese Yen derivative financial instruments to manage its exposure to foreign currency risk, including:

i. forward foreign currency exchange contracts to hedge a significant proportion of the Group’s forecasted US Dollar, Euro and

Japanese Yen revenues over the next 24 months; and

ii. one-month forward foreign currency exchange contracts to offset the gains/losses from exchange rate movements arising from

foreign currency-denominated intragroup balances of the Company held in US Dollar, Euro, Japanese Yen and Canadian Dollar.

The amounts of foreign currencies relating to these forward contracts and options are, in Sterling terms:

	2025		2024
	Nominal value	Fair value	Nominal value	Fair value
	£’000	£’000	£’000	£’000
US Dollar	299,987	18,954	332,679	7,388
Euro	146,500	613	173,089	4,661
Japanese Yen	21,947	1,354	15,581	2,260
Canadian Dollar	5,133	56	–	–
	473,567	20,977	521,349	14,309

The following are the exchange rates which have been applicable during the financial year:

		2025			2024
	Average	Year end	Average	Average	Year end	Average
	forward	exchange	exchange	forward	exchange	exchange
Currency	contract rate	rate	rate	contract rate	rate	rate
US Dollar	1.28	1.37	1.30	1.25	1.27	1.26
Euro	1.14	1.17	1.19	1.13	1.18	1.17
Japanese Yen	178	198	193	140	203	189
Canadian Dollar	1.85	1.87	1.82	–	–	–

Hedging

In relation to the forward currency contracts in a designated cash flow hedge, the hedged item is a layer component of forecast

sales transactions. Forecast transactions are deemed highly probable to occur and Group policy is to hedge around 75% of net

foreign currency exposure for USD, EUR and JPY. The hedged item creates an exposure to receive USD, EUR or JPY, while the

forward contract is to sell USD, EUR or JPY and buy GBP. Therefore, there is a strong economic relationship between the

hedging instrument and the hedged item. The hedge ratio is 100%, such that, by way of example, £10m nominal value of forward

currency contracts are used to hedge £10m of forecast sales. Fair value gains or losses on the forward currency contracts are

offset by foreign currency gain or losses on the translation of USD, EUR and JPY based sales revenue, relative to the forward rate

at the date the forward contracts were arranged. Foreign currency exposures in HKD and USD are aggregated and only USD

forward currency contracts are used to hedge these currency exposures. Sources of hedge ineffectiveness according to IFRS 9

Financial Instruments include:

— changes in timing of the hedged item;

— reduction in the amount of the hedged sales considered to be highly probable;

— a change in the credit risk of Renishaw or the bank counterparty to the forward contract; and

— differences in assumptions used in calculating fair value.

No contracts have become ineffective during the period. A decrease of 10% in the highly probable forecasts would result in no

ineffective contracts.

155

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

25. Financial instruments continued

For both the Group and the Company, the following table details the fair value of these forward foreign currency derivatives

according to the categorisations of instruments noted on page 155:

	2025		2024
	Nominal value	Fair value	Nominal value	Fair value
	£’000	£’000	£’000	£’000
Forward currency contracts in a designated cash flow hedge (i)
Non-current derivative assets	137,417	7,878	14 0,109	1,387
Current derivative assets	218,870	13,606	245,577	13,338
Current derivative liabilities	19,339	(37)	790	–
Non-current derivative liabilities	33,559	(1,096)	54,852	(177)
	409,185	20,351	441,328	14,548
Amounts recognised in the Consolidated statement of comprehensive income and expense	–	5,804	–	5,812
Forward currency contracts not in a designated cash flow hedge (ii)
Current derivative assets	56,873	739	17,614	209
Current derivative liabilities	7,5 09	(113)	62,407	(448)
	64,382	626	80,021	(239)
Amounts recognised in Financial income/(expense) in the
Consolidated income statement	–	3,360	–	318
Total forward contracts and options
Non-current derivative assets	137,417	7, 878	14 0,109	1,387
Current derivative assets	275,743	14,345	26 3,191	13,547
Current derivative liabilities	26,848	(150)	63,197	(448)
Non-current derivative liabilities	33,559	(1,096)	54,852	(177)
	473,567	20,977	521,349	14,309

The total recognised in Revenue in the Consolidated income statement relating to cash flow hedges previously recognised through

Other comprehensive income amounted to £19.2m gain (2024: £0.1m gain).

For the Group’s foreign currency forward contracts at the balance sheet date, if Sterling appreciated by 5% against the US Dollar,

Euro, Japanese Yen and Canadian Dollar, this would increase pre-tax equity by £19.2m and increase profit before tax by £3.1m,

while a depreciation of 5% would decrease pre-tax equity by £21.3m and decrease profit before tax by £3.4m.

Notes continued

156

Renishaw plc Annual Report 2025

26. Share capital and reserves

The Group defines capital as being the equity attributable to the owners of the Company, which is captioned on the

Consolidated balance sheet. The Board’s policy is to maintain a strong capital base, ensuring the security of the Group,

and to maintain a balance between returns to shareholders, with a progressive dividend policy. This note presents figures

relating to this capital management, along with an analysis of all elements of Equity attributable to shareholders and

non-controlling interests.

Share capital

	2025	2024
	£’000	£’000
Allotted, called-up and fully paid 72,788,543 ordinary shares of 20p each	14,558	14,558

The ordinary shares are the only class of share in the Company. Holders of ordinary shares are entitled to vote at general meetings

of the Company and receive dividends as declared. The Articles of Association of the Company do not contain any restrictions on

the transfer of shares nor on voting rights.

Dividends paid

Dividends paid comprised:

	2025	2024
	£’000	£’000
FY2024 final dividend paid of 59.4p per share (2023: 59.4p)	43,205	4 3,195
Interim dividend paid of 16.8p per share (2024: 16.8p)	12,219	12,217
Total dividends paid	55,424	55,412

A final dividend of 61.3p per share is proposed in respect of FY2025, which will be payable on 5 December 2025 to shareholders on

the register on 31 October 2025.

Own shares held

The EBT is responsible for purchasing shares on the open market on behalf of the Company to satisfy the DAEIP awards,

see Note 24 for further detail. Own shares held are recognised as an element in equity until they are transferred at the end

of the vesting period.

Movements during the year were:

	2025	2024
	£’000	£’000
Balance at the beginning of the year	(2,963)	(2,963)
Acquisition of own shares	(154)	–
Disposal of own shares on vesting of awards	977	–
Balance at the end of the year	(2,140)	(2,963)

In November 2022, 54,582 shares were purchased on the open market by the EBT at a price of £40.24, costing a total of £2,212,831.

The fair value of these awards at the grant date, being 26 October 2022, was £1,915,000. A total of 5,082 vested early in FY2025,

based on the performance conditions being met. The remaining shares will vest on 26 October 2025, with no forfeitures expected

at 30 June 2025.

In December 2024, 4,902 shares were purchased on the open market by the EBT at a price of £31.40, costing a total of £153,923.

The fair value of the awards at the grant date, being 23 October 2024, was £162,177. A total of 656 vested early in FY2025, based

on the performance conditions being met. The remaining shares will vest on 23 October 2027, with no forfeitures expected at

30 June 2025.

Other reserve

The other reserve relates to share-based payments charges according to IFRS 2 in relation to the DAEIP, along with historical

amounts relating to investments in subsidiary undertakings not eliminated on consolidation.

Movements during the year were:

	2025	2024
	£’000	£’000
Balance at the beginning of the year	1,380	497
Disposal of own shares on vesting of awards	(977)	–
Share-based payments charge in respect of shares vesting in 2024	80	245
Share-based payments charge in respect of shares vesting in 2025	656	638
Share-based payments charge in respect of shares vesting in 2027	54	–
Balance at the end of the year	1,193	1,380

157

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

26. Share capital and reserves continued

Currency translation reserve

The currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of

the overseas operations and currency movements on intragroup loan balances classified as net investments in overseas operations.

Movements during the year were:

	2025	2024
	£’000	£’000
Balance at the beginning of the year	2,480	6,772
Loss on net assets of foreign currency operations	(6,295)	(3,811)
Loss on intragroup loans classified as net investments in foreign operations	–	(227)
Tax on translation of net investments in foreign operations	–	57
Loss in the year relating to subsidiaries	(6,295)	(3,981)
Currency exchange differences relating to joint ventures	169	(311)
Balance at the end of the year	(3,646)	2,480

Cash flow hedging reserve

The cash flow hedging reserve, for both the Group and the Company, comprises all foreign exchange differences arising from the

valuation of forward exchange contracts which are effective hedges and mature after the year end. These are valued on a mark-to-

market basis, are accounted for in Other comprehensive income and expense and accumulated in Equity, and are recycled through

the Consolidated income statement and Company income statement when the hedged item affects the income statement, or when

the hedging relationship ceases to be effective. See Note 25 for further detail.

Movements during the year were:

	2025	2024
	£’000	£’000
Balance at the beginning of the year	10,911	6,552
Losses on contract maturity recognised in revenue during the year	19,176	133
Revaluations during the year	(13,372)	5,679
Deferred tax movement	(1,451)	(1,453)
Balance at the end of the year	15,264	10,911

Non-controlling interest

Movements during the year were:

	2025	2024
	£’000	£’000
Balance at the beginning of the year	(577)	(577)
Share of profit for the year	–	–
Balance at the end of the year	(577)	(577)

The non-controlling interest represents the minority shareholdings in Renishaw Diagnostics Limited – 7.6%.

27. Capital commitments

At the end of a financial year, we typically have obligations to make payments in the future, for which no provision

is made in the financial statements. We have committed to renovating and expanding our warehousing operation in

Germany, which includes expenditure on sustainability initiatives.

Authorised and committed capital expenditure at the end of the year were:

	2025	2024
	£’000	£’000
Freehold land and buildings	13,856	26,199
Plant and equipment	6,411	16,	206
Motor vehicles	129		135
Total committed capital expenditure	20,396		42,540

Notes continued

158

Renishaw plc Annual Report 2025

28. Related parties

We report transactions with related parties, which mostly comprises our joint venture companies, RLS and MSP.

Joint ventures and other related parties had the following transactions and balances with the Group:

	2025	2024
	£’000	£’000
Purchased goods and services from the Group during the year	219	250
Sold goods and services to the Group during the year	22,794	23,026
Interest paid from the Group during the year	371	55
Paid dividends to the Group during the year	1,500	498
Amounts owed to the Group at the year end	223	243
Amounts owed by the Group at the year end	17,4 62	11,422

Amounts owed by the Group include a 14-day notice deposit agreement with RLS for EUR 17.0m (£14.5m equivalent) (FY2024:

£8.5m), see Note 13 for further details. The total interest payable on amounts owed to joint ventures during the year was £371,000

(FY2024: £55,000). There were no bad debts relating to related parties written off during FY2025 or FY2024.

Sold goods and services to the Group during the year include an operating lease arrangement with McMurtry Automotive Limited for

a property owned by the Group. The operating lease commenced on 1 April 2025 and has a 10-year term. The rental income is

£187,500 per annum. The property has been reclassified to investment property in the Consolidated balance sheet, with the rental

income and direct operating expenses recognised in Consolidated income statement. At 30 June 2025, rental income of £46,875

has been recognised, with no amounts owed to the Group.

By virtue of a longstanding voting agreement, the estate of the late Sir David McMurtry (Non-executive Director, 36.23%

shareholding), and John Deer (Non-executive Deputy Chairman, together with his wife, 16.59%), are the ultimate controlling party

of the Group. See page 104 of the Governance Report for further details in relation to this. The only significant transactions between

the Group and these parties are in relation to their respective remuneration, as detailed in the Governance Report.

29. Alternative performance measures

In accordance with Renishaw’s alternative performance measures (APMs) policy and ESMA Guidelines on Alternative

Performance Measures (2015), this section defines non-IFRS measures that we believe give readers additional useful

and comparable views of our underlying performance.

Key judgement – Whether items are appropriate to exclude from adjusted measures

Our APM policy allows us to adjust for ‘infrequently occurring events that can significantly affect profit and earnings’. This year,

we’ve had to carefully consider the nature and intention of some events and transactions, to determine whether they should be

‘adjusted for’.

We continue to report Revenue at constant exchange rates, Adjusted profit before tax, Adjusted earnings per share, Adjusted

operating profit (including by segment), Adjusted operating profit at constant exchange rates, Adjusted cash flow conversion from

operating activities, and Return on invested capital as APMs. These are calculated consistently with previous years. Aside from

Revenue at constant exchange rates, all other APMs exclude infrequently occurring events which impact our financial statements,

recognised according to applicable IFRS, that we believe should be excluded from these APMs to give readers additional useful

and comparable views of our underlying performance.

Revenue at constant exchange rates is defined as revenue recalculated using the same rates as were applicable to the previous

year and excluding forward contract gains and losses.

	2025			2024
Revenue at constant exchange rates:	£’000			£’000
Statutory revenue as reported	713,044			691,301
Adjustment for forward contract (gains)/losses	(19,176)			(133)
Adjustment to restate current year at previous year exchange rates	23,119			–
Revenue at constant exchange rates	716,987	6	91,16	8
Year-on-year revenue growth at constant exchange rates	3.7%			–

Year-on-year revenue growth at constant exchange rates for FY2024 was 3.7%.

Adjusted profit before tax, Adjusted profit after tax, Adjusted earnings per share and Adjusted operating profit are defined as the

profit before tax, earnings per share and operating profit after excluding:

— costs relating to the closure of the drug delivery business (a);

— costs relating to the closure of the Edinburgh research facility (b);

— costs relating to the Other interest payable related to liabilities recognised for historical and non-recurring tax matters (c); and

— costs related to the Taxation prior year adjustment related to historical and non-recurring tax matters (c).

159

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

29. Alternative performance measures continued

a) Restructuring costs, where applicable during the year, are excluded from adjusted measures on the basis that they do not

frequently recur. During FY2025, the Group made the decision to close the drug delivery business, which has resulted in costs

of £2,059,000. The amount comprises redundancy payments of £1,108,000, intangible asset impairment of £864,000 and other

expenses of £87,000. These amounts are recognised within Cost of sales, in Gross engineering expenditure, within the

Consolidated income statement.

b) Restructuring costs, where applicable during the year, are excluded from adjusted measures on the basis that they do not

frequently recur. During FY2025, the Group made the decision to close the Edinburgh research facility, which has resulted in

costs of £2,320,000. The amount comprises redundancy payments of £1,066,000, Property, plant and equipment impairment

of £759,000 and Other payables of £495,000. These amounts are recognised within Cost of sales, in Gross engineering

expenditure, within the Consolidated income statement.

c) There may be other items which do not frequently occur, for which it may be appropriate to exclude from adjusted measures.

During FY2025, the Group recognised an interest charge of £4,852,000 and a Taxation charge of £9,154,000 relating to historical

and non-recurring tax matters. The tax matters relate to specific legacy arrangements which we would not expect to recur.

Applicable accounting standards require a full provision for tax and the associated interest, however, we continue to seek

resolution to these matters which would reduce these amounts. As the historical and non-recurring tax matters do not relate to

current year trading performance, the amounts have been excluded from adjusted measures. The amounts have been recognised

in Financial expenses and Income tax expense within the Consolidated income statement respectively.

	2025	2024
Adjusted profit before tax:	£’000	£’000
Statutory profit before tax	118,000	122,594
Closure of drug delivery business	2,059	–
Closure of the Edinburgh research facility	2,320	–
Other interest payable on historical and non-recurring tax matters	4,852	–
Adjusted profit before tax	127, 231	122,594

	2025	2024
Adjusted earnings per share:	pence	pence
Statutory earnings per share	115.2	133.2
Closure of drug delivery business (netoftax)	2.1	–
Closure of the Edinburgh research facility (net of tax)	2.4	–
Other interest payable on historical and non-recurring tax matters (netoftax)	5.5	–
Taxation prior year adjustments	12.6	–
Adjusted earnings per share	137.8	133.2

	2025	2024
Adjusted operating profit:	£’000	£’000
Statutory operating profit	107,885	108,667
Closure of drug delivery business	2,059	–
Closure of the Edinburgh research facility	2,320	–
Other interest payable on historical and non-recurring tax matters	–	–
Adjusted operating profit	112,264	108,667

Adjustments to the segmental operating profit:

	2025	2024
Manufacturing technologies	£’000	£’000
Operating profit	107,593	103,181
Closure of Edinburgh research facility	2,320	–
Adjusted manufacturing technologies operating profit	109,913	103,181

	2025	2024
Analytical instruments and medical devices	£’000	£’000
Operating profit	292	5,486
Closure of drug delivery business	2,059	–
Adjusted analytical instruments and medical devices operating profit	2,351	5,486

Notes continued

160

Renishaw plc Annual Report 2025

29. Alternative performance measures continued

Adjusted operating profit at constant exchange rates is defined as Adjusted operating profit recalculated using the same rates as

applied to the previous year and excluding forward contract gains and losses.

	2025	2024
Adjusted operating profit at constant exchange rates:	£’000	£’000
Adjusted operating profit	112,264	108,667
Adjustment for forward contract (gains)/losses	(19,176)	(133)
Adjustment to restate current year at previous year exchange rates	16,784	–
Adjusted operating profit at constant exchange rates	109,872	108,534
Year-on-year adjusted operating profit increase at constant exchange rates	1.2%	–

Year-on-year adjusted operating profit at constant exchange rates was a reduction for FY2024 of 8.8%.

Adjusted cash flow conversion from operating activities is calculated as Adjusted cash flow from operating activities as a proportion

of Adjusted operating profit. This is useful for the Board to measure how efficient we are at converting operating profit into cash.

	2025	2024
Adjusted cash flow conversion from operating activities:	£’000	£’000
Cash flows from operating activities	147,896	124,079
Income taxes paid	6,207	21,752
Purchase of property, plant and equipment and intangible assets	(56,558)	(74,774)
Proceeds from sale of property, plant and equipment and intangible assets	4,887	4,475
Adjusted cash flow from operating activities	102,432	75,532
Adjusted cash flow conversion from operating activities	91.2%	69.5%

Return on invested capital is the Adjusted profit after tax before bank interest receivable as a percentage of the Average invested

capital in the year. This is useful for the Board to measure our efficiency in allocating capital to profitable activities.

Adjusted profit after tax before bank interest receivable is calculated as follows:

	2025		2024
	£’000		£’000
Statutory profit after tax	83,757		96,889
Closure of drug delivery business (netoftax)	1,544		–
Closure of Edinburgh research facility (netoftax)	1,740		–
Other interest payable on historical and non-recurring tax matters (netoftax)	4,026		–
Prior year adjustment taxation charge on historical and non-recurring tax matters	9,154		–
Adjusted profit after tax	100,221		96,889
Bank interest receivable (net of tax)	(8,805)		(6,832)
Adjusted profit after tax before bank interest received	91,416	9	0,057

	2025	2024		2023
Return on invested capital (ROIC):	£’000	£’000		£’000
Total non-current assets	506,926	464,765		470,430
Total current assets	628,300	586,618		573,107
Total current liabilities	(137,461)	(100,948)		(102,320)
Less cash and cash equivalents	(87,420)	(122,293)		(81,388)
Less bank deposits	(186,226)	(95,542)		(125,000)
Invested capital	724,118	732,6	00	734,8	29
Average invested capital	728,359		733,715		670,869
Return on invested capital	12.6%		12.3%		16.1%

Average invested capital in the year is the average of the invested capital at the beginning of the year and at the end of the year.

161

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

30. Events after the reporting period

Key judgement – When termination benefits should be recognised

Determining when termination benefits should be recognised requires judgement as there are different recognition points.

A cost reduction programme was initiated in June 2025, see page 72, which aims to achieve annualised labour cost savings of

£20m through a voluntary and compulsory redundancy programme. The cost of the voluntary redundancy programme will be

recognised in FY2026 as the employee has the right to withdraw from the voluntary redundancy programme until the ‘notice of

redundancy’ was signed by the employee. The compulsory redundancy will be recognised in FY2026 as there was no constructive

obligation at the balance sheet date, as all communication took place after the balance sheet date. The total estimated cost of the

voluntary and compulsory redundancy programme is estimated to be £16.0m.

Notes continued

162

Renishaw plc Annual Report 2025

notes

2025

£’000

2024

£’000

Assets

Property,plantandequipment C.32 227,712 213,18 0

Right-of-use assets C.33 2,788 2,850

Investment properties C.34 6,658 5,863

Long-term loans to Group undertakings C.35 5,937 26,249

Intangible assets C.36 39,278 34,860

Investments in subsidiaries C.37 299,028 298,174

Investmentsinjointventures C.38 1,453 1,453

Employeebenefits C.45 7,596 8,717

Derivatives 25 7,878 1,387

Total non-current assets 598,328 592,733

Current assets

Inventories C.40 100,610 104,838

Trade receivables C.41 43,669 48,690

Current tax 4,939 17,5 82

Other receivables 27,172 18,646

Derivatives 25 13,777 13,452

Bank deposits 15 145,000 71,000

Cash and cash equivalents 15,621 45,963

Total current assets 350,788 32 0,171

Current liabilities

Trade payables 17,480 13,267

Provisions C.42 1,859 2,266

Lease liabilities C.43 452 330

Derivatives 25 37 24

Other payables C.44 47,660 44,862

Total current liabilities 67,488 60,749

Net current assets 283,300 259,422

Non-current liabilities

Deferred tax liabilities C.39 40,616 35,596

Lease liabilities C.43 2,475 2,621

Long-term loans from Group undertakings 80 58

Derivatives 25 1,096 177

Total non-current liabilities 44,267 38,452

Total assets less total liabilities 837,361 813,703

Equity

Share capital C.46 14,558 14,558

Share premium 42 42

Own shares held 26 (2,140) (2,963)

Cashflowhedgingreserve 26 15,264 10,911

Retained earnings 807,984 789,315

Other reserve 1,653 1,840

Total equity 8 37,361 813,703

TheCompanyreportedaprofitforthefinancialyearended30June2025of£74,403,000(2024:£14,024,000).

ThesefinancialstatementswereapprovedbytheBoardofDirectorson17September2025andweresignedonitsbehalfby:

Sir David Grant Allen Roberts

Directors

Company balance sheet

at 30 June 2025

Financial statements

163

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

Year ended 30 June 2024

capital

£’000

premium

£’000

Own

held

£’000

Cash flow

hedging

reserve

£’000

Retained

earnings

£’000

Other

reserve

£’000

Total

£’000

Balance at 1 July 2023 14,558 42 (2,963) 6,552 868,733 957 887,879

Profitfortheyear – – – – 14,024 – 14,024

Other comprehensive income andexpense (net of tax)

Remeasurementofdefinedbenefitpensionscheme

assets/liabilities – – – – (38,030) – (38,030)

Changesinfairvalueofcashflowhedges – – – 4,359 – – 4,359

Total other comprehensive income andexpense – – – 4,359 (38,030) – (33,671)

Total comprehensive income andexpense – – – 4,359 (24,006) – (19,647)

Share-based payments charge – – – – – 883 883

Dividends paid – – – – (55,412) – (55,412)

Balance at 30 June 2024 14,558 42 (2,963) 10,911 789,315 1,840 813,703

Year ended 30 June 2025

Profitfortheyear – – – – 74,402 – 74,403

Other comprehensive income andexpense (net of tax)

Remeasurementofdefinedbenefitpensionscheme

assets/liabilities – – – – (309) – (309)

Changesinfairvalueofcashflowhedges – – – 4,353 – – 4,353

Total other comprehensive income andexpense – – – 4,353 (309) – 4,043

Total comprehensive income andexpense – – – 4,353 74,093 – 78,446

Share-based payments charge – – – – – 790 790

Distribution of own shares – – 977 – – (977) –

Purchaseofownshares – – (154) – – – (154)

Dividends paid – – – – (55,424) – (55,424)

Balance at 30 June 2025 14,558 42 (2,140) 15,264 807,984 1,653 837,361

Company statement of changes in equity

for the year ended 30 June 2025

164

Renishaw plc Annual Report 2025

C.31. Accounting policies

The following accounting policies have been applied consistently in dealing with items which are considered material in relation

tothefinancialstatementsoftheCompany.

Basis of preparation

ThefinancialstatementswerepreparedinaccordancewiththeCompaniesAct2006andFinancialReportingStandard101

‘ReducedDisclosureFramework’(FRS101).

The Company has applied the exemptions available under FRS 101 in respect of the following disclosures:

— acashflowstatementandrelatednotes;

— comparativeperiodreconciliationsforsharecapital,tangiblefixedassetsandintangiblefixedassets;

— disclosuresinrespectoftransactionswithwholly-ownedsubsidiaries;

— disclosuresinrespectofcapitalmanagement;

— theeffectsofnewbutnotyeteffectiveIFRS;and

— disclosures in respect of the compensation of key management personnel.

AstheconsolidatedfinancialstatementsoftheCompanyincludetheequivalentdisclosures,theCompanyhasalsotakenthe

exemptionsunderFRS101availableinrespectofcertaindisclosuresrequiredbyIFRS13‘FairValueMeasurement’andthe

disclosuresrequiredbyIFRS7‘FinancialInstruments:Disclosures’.

Thefinancialstatementshavebeenpreparedonthehistoricalcostbasis,exceptforthefairvalueoffinancialinstruments.

Historicalcostisbasedonthefairvalueoftheconsiderationgiveninexchangefortheassets.Theprincipalaccountingpolicies

aresetoutbelow.

Undersection408oftheCompaniesAct2006theCompanyisexemptfromtherequirementtopresentitsownprofitand

lossaccount.

Critical accounting judgements and estimation uncertainties

Theareasofcriticalaccountingjudgementsandestimationuncertaintiesthathaveasignificantriskofcausingamaterialadjustment

tothecarryingamountofassetsandliabilitiesinthenextfinancialyearfortheCompanyareconsistentwiththoseoftheGroup,

(assummarisedonpage127),inadditiontothosedescribedbelow.

Expected credit loss

InaccordancewithIFRS9,anexpectedcreditlossmodelisusedtodetermineacreditlossprovisionagainstthecarryingvalue

ofcertaintradereceivables.ApplicationofthismodeltotheloanstoGroupundertakingswithintheCompanyrequiresestimation

bymanagement.Theprovisionhasbeencalculatedbasedonthesizeoftheloan,theprobabilityofdefaultandthelossestimated

toariseifadefaultoccurred.

Going concern

Inpreparingthesefinancialstatements,theDirectorshaveadoptedthegoingconcernbasis.Thedecisiontoadoptthegoing

concernbasiswasmadeaspartoftheassessmentoftheGroup’sgoingconcernstatus,detailsofwhicharesetoutonpage127.

HavingconsideredtheimpactontheCompanyofthesamefactorssetoutonpage127,andtheCompany’sbusinessmodel,

riskmanagementandprincipalrisks,andsignificantfinancialresourcesandcashbalances,theDirectors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 to

30September2026.Accordingly,theycontinuetoadoptthegoingconcernbasisinpreparingthesefinancialstatements.

Investments

Investments in subsidiary and associated undertakings are stated at cost less any provision for permanent impairment losses.

Property, plant and equipment

Property,plantandequipmentassetsarestatedatcostlessaccumulateddepreciation.Depreciationisprovidedtowriteoffthecost

of assets less their estimated residual value on a straight-line basis over their estimated useful economic lives as follows:

— freeholdbuildings,50years,andbuildinginfrastructure,10to50years;

— plantandequipment,3to25years;

— motorvehicles,3to4years;and

— no depreciation is provided on freehold land.

Notes to the Company financial statements

165

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

C.31. Accounting policies continued

Right-of-use assets

At the commencement date of a lease arrangement the Company recognises a right-of-use asset for the leased item and a lease

liabilityforanypaymentsdue.Right-of-useassetsareinitiallymeasuredatcost,beingthepresentvalueoftheleaseliabilityplus

anyinitialcostsincurredinenteringtheleaseandlessanyincentivesreceived.Right-of-useassetsaresubsequentlydepreciated

on a straight-line basis from the commencement date to the earlier of the end of the useful life or the end of the lease term.

Lease liabilities

At the commencement date of a lease arrangement the Company recognises a right-of-use asset for the leased item and a lease

liability for any payments due. Lease liabilities are initially measured at the present value of the lease payments that are not paid

atthecommencementdate,discountedusingtheincrementalborrowingrate.Theleaseliabilityissubsequentlymeasuredat

amortisedcostusingtheeffectiveinterestmethodandisremeasuredifthereisachangeinfutureleasepaymentsarisingfrom

achangeinanindexorrate(suchasaninflation-linkedincrease)orifthereisachangeintheCompany’sassessmentofwhether

itwillexerciseanextensionorterminationoption.Whenthishappensthereisacorrespondingadjustmenttotheright-of-useasset.

WheretheCompanyentersintoleaseswithaleasetermof12-monthsorless,thesearetreatedas‘short-term’leasesandare

recognisedonastraight-linebasisasanexpense.Thesametreatmentappliestolow-valueassets,whicharetypicallyITequipment

andofficeequipment.

Inventories

Inventoriesarevaluedatthelowerofactualcostonafirst-in,first-out(FIFO)basisandnetrealisablevalue.Costcomprisesdirect

materials and labour plus overheads applicable to the stage of manufacture reached.

Intangible assets

Expenditure on research activities is recognised in the income statement as an expense as incurred. Expenditure on development

activities is capitalised if the product or process is technically and commercially feasible and the Company intends and has the

technicalabilityandsufficientresourcestocompletedevelopment,futureeconomicbenefitsareprobableandtheCompanycan

measure reliably the expenditure attributable to the intangible asset during its development. Capitalised development expenditure

isamortisedovertheusefuleconomiclifeappropriatetoeachproductorprocess,rangingfromfiveto10years,andisstatedat

cost less accumulated amortisation and less accumulated impairment losses.

Taxation

ThechargefortaxationisbasedontheCompany’sprofitfortheyear.Deferredtaxisprovidedontemporarydifferencesbetween

thecarryingamountsofassetsandliabilitiesforfinancialreportingpurposesandtheamountsusedfortaxationpurposes.

Deferred tax assets are recognised to the extent that it is regarded as probable that they will be recovered.

Employee benefits

TheCompanyoperatedacontributorypensionscheme,ofthedefinedbenefittypeupto5April2007,afterwhichthisschemewas

closedforfutureaccrualstoexistingmembersandwasclosedtonewmembers.Since5April2007,theCompanyhasoperated

adefinedcontributionscheme.

Forthedefinedcontributionscheme,theamountchargedasanexpenserepresentsthecontributionspayabletotheschemein

respect of the accounting period.

TheschemeismanagedbytrusteeswhoareindependentoftheCompany’sfinances.

Pensionschemeassetsinthedefinedbenefitschemearemeasuredatfairvalueusingmarketvalue.Pensionschemeliabilitiesare

measuredusingaprojectedunitmethodanddiscountedatthecurrentrateofreturnonahigh-qualitycorporatebondofequivalent

term and currency to the liability. The expected return on the scheme’s assets and the interest on the scheme’s liabilities arising from

thepassageoftimeareincludedinotherfinanceincome.

Thepensionscheme’ssurplus,totheextentthatitisconsideredrecoverable,ordeficitisrecognisedinfullandpresentedonthe

faceofthebalancesheet.Whereaguaranteeisinplaceinrelationtoapensionschemedeficit,liabilitiesarereportedinaccordance

withIFRIC14.Totheextentthatcontributionspayablewillnotbeavailableasarefundaftertheyarepaidintotheplan,aliability

isrecognisedatthepointtheobligationarises,whichisthepointatwhichtheminimumfundingguaranteeisagreed.

Accrualsaremadeforholidaypay,basedonacalculationofthenumberofdays’holidayearnedduringtheyearbutnotyettaken,

andalsoforperformancebonuses,ifapplicable.

Derivative financial instruments

Inaccordancewithitstreasurypolicy,theCompanydoesnotholdorissuederivativefinancialinstrumentsforspeculativepurposes.

The Company uses forward exchange contracts to hedge its exposure to foreign exchange risk arising from operational and

financingactivities.Forwardexchangecontractsarerecognisedatfairvalue,beingtheestimatedamountthattheCompany

wouldpayorreceivetoterminatethematthebalancesheetdatebasedonprevailingforeigncurrencyrates.Changesinthefair

valueofforeigncurrencyderivativeswhicharedesignatedandeffectiveashedgesoffuturecashflowsarerecognisedinOther

comprehensiveincomeandinthecurrencyhedgingreserve,andsubsequentlytransferredtothecarryingamountofthehedged

itemortheincomestatement.Theineffectivepartofanygainorlossisrecognisedintheincomestatementimmediately.

Notes to the Company financial statements continued

166

Renishaw plc Annual Report 2025

C.31. Accounting policies continued

Other financial instruments

LoanstoGroupundertakingsareinitiallyrecognisedatfairvalueandaresubsequentlyheldatamortisedcostusingtheeffective

interest rate method. Where such intercompany loans are repayable on demand the Company determines whether any impairment

provision is required by assessing the company’s ability to repay the loan. Where it is determined that a recipient company does

nothavethecapacitytorepaytheloanatthebalancesheetdate,ortheloanisnotrepayableondemand,anexpectedcreditloss

model is used to calculate the impairment provision required.

Trade and other current receivables are initially recognised at fair value and are subsequently held at amortised cost less any

provision for bad and doubtful debts. Trade and other current payables are initially recognised at fair value and are subsequently

held at amortised cost.

Warranty

TheCompanyprovidesawarrantyfromthedateofpurchase,exceptforthoseproductsthatareinstalledbytheCompanywhere

thewarrantystartsfromthedateofcompletionoftheinstallation.Thisistypicallyfora12-monthperiod,althoughuptothreeyears

isgivenforasmallnumberofproducts.Awarrantyprovisionisincludedintheaccounts,whichiscalculatedonthebasisof

historical returns and internal quality reports.

Foreign currencies

Transactions in foreign currencies are translated at the rate of exchange prevailing at the date of the transaction. Monetary assets

andliabilitiesdenominatedinforeigncurrenciesatthebalancesheetdatearetranslatedintoSterlingattheforeignexchangerate

prevailingatthatdate.Foreignexchangedifferencesarisingonsuchtranslationarerecognisedintheincomestatement.

C.32. Property, plant and equipment

Year ended 30 June 2025

Freehold

land and

buildings

£’000

Plant and

equipment

£’000

Motor

vehicles

£’000

Assets in the

course of

construction

£’000

Total

£’000

Cost

At 1 July 2024 147,884 214,414 2,742 53,912 418,952

Additions 5,889 14,666 – 12,195 32,750

Transfers to investment properties (1,324) (597) – – (1,921)

Transfers of assets in the course of construction 19,054 18,444 – (37,498) –

Disposals – (3,062) (607) – (3,669)

At 30 June 2025 171,503 243,865 2,135 28,609 446,112

Depreciation

At 1 July 2024 28,728 174,347 2,697 – 205,772

Impairment 989 – – – 989

Transfers to investment properties (565) (439) – – (1,004)

Charge for the year 3,304 12,273 43 – 15,620

Released on disposals – (2,370) (607) – (2,977)

At 30 June 2025 32,456 183,811 2,133 – 218,400

Net book value

At 30 June 2025 139,047 60,054 2 28,609 227,712

At 30 June 2024 119,156 40,067 45 53,912 213,18 0

At30June2025,propertieswithanetbookvalueof£48.7m(2024:£45.9m)weresubjecttoafixedchargetosecuretheUKdefined

benefitpensionschemeliabilities.SeeNote23foradditionalinformation.

Additions to assets in the course of construction comprise:

2025

£’000

2024

£’000

Freehold land and buildings 8,065 32,769

Plantandequipment 4,130 15,321

12,195 48,090

167

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

C.33. Right-of-use assets

Year ended 30 June 2025

Leasehold

property

£’000

Plant and

equipment

£’000

Motor

vehicles

£’000

Total

£’000

Net book value

At 1 July 2024 1,842 – 1,008 2,850

Additions – – 404 404

Depreciation (21) – (445) (466)

At 30 June 2025 1,821 – 967 2,788

Yearended30June2024

Leasehold

property

£’000

Plantand

equipment

£’000

Motor

vehicles

£’000

Total

£’000

Net book value

At 1 July 2023 1,752 36 363 2,151

Additions 115 – 909 1,024

Depreciation (25) (36) (264) (325)

At 30 June 2024 1,842 – 1,008 2,850

C.34. Investment properties

2025

£’000

2024

£’000

Cost

Balance at the beginning of the year 7,012 6,739

Additions – 273

TransfersfromProperty,plant&equipment 1,921 –

Balance at the end of the year 8,933 7,012

Depreciation

Balance at the beginning of the year 1,148 982

Charge for the year 123 167

TransfersfromProperty,plant&equipment 1,004 –

Balance at the end of the year 2,275 1,149

Net book value 6,658 5,863

Amounts recognised in the income statement relating to investment properties:

2025

£’000

2024

£’000

Rental income 562 421

Directoperatingexpenses(includingrepairsandmaintenance) 145 120

Profitfortheyear 417 301

ThefairvalueoftheCompany’sinvestmentpropertiestotalled£10.0mat30June2025(2024:£7.6m).Fairvaluesofeachinvestment

property have been determined within the last three years by independent valuers who hold recognised and relevant professional

qualificationsandhaverecentexperienceinthelocationandcategoryofeachinvestmentpropertybeingvalued.Thesevaluations

have been assessed to be materially appropriate at 30 June 2025.

C.35. Long-term loans to Group undertakings

AmountsowedbyGroupundertakingsat30June2025amountedto£5.9m(2024:£26.2m).Thisincludedexpectedcreditloss

provisionsof£32.4m(2024:£32.4m).

These amounts are unsecured and accrue variable interest.

Notes to the Company financial statements continued

168

Renishaw plc Annual Report 2025

C.36. Intangible assets

Year ended 30 June 2025

Internally

generated

development

costs

£’000

Software

licences,

intellectual

property and

other intangible

assets

£’000

Total

£’000

Cost

At 1 July 2024 182,113 16,497 198,610

Additions 9,999 42 10,041

Disposals (8,368) – (8,368)

At 30 June 2025 183,744 16,539 200,283

Amortisation

At 1 July 2024 150,615 13,135 163,750

Charge for the year 4,293 376 4,669

Impairment 954 – 954

Disposals (8,368) – (8,368)

At 30 June 2025 147,494 13,511 161,005

Net book value

At 30 June 2025 36,250 3,028 39,278

At 30 June 2024 31,498 3,362 34,860

Therewereimpairmentsofinternallygenerateddevelopmentcostsintheyearof£1.0m(2024:£3.3m).

C.37. Investments in subsidiaries

Movements during the year were:

2025

£’000

2024

£’000

Balance at the beginning of the year 298,174 2 9 8,174

Additions 854 –

Balance at the end of the year 299,028 2 9 8,174

Duringtheyear,theCompanymadeadditionalinvestmentsof£0.9m(2024:nil).DetailsoftheCompany’ssubsidiariesaregivenin

note C.49.

C.38. Investments in joint ventures

Investmentsinjointventuresat30June2025were£1,453,000(2024:£1,453,000).Therewerenomovementsduringtheyear.

DetailsoftheCompany’sjointventuresaregiveninnoteC.50.

C.39. Deferred tax

Balances at the end of the year were:

2025 2024

Assets

£’000

Liabilities

£’000

Net

£’000

Assets

£’000

Liabilities

£’000

Net

£’000

Property,plantandequipment – (30,528) (30,528) – (27,174) (27,174)

Intangible assets – (4,475) (4,475) – (3,751) (3,751)

Definedbenefitpensionscheme – (1,899) (1,899) – (2,179) (2,179)

Derivatives – (5,088) (5,088) – (3,637) (3,637)

Other 1,374 – 1,374 1,145 – 1,145

Balance at the end of the year 1,374 (41,990) (40,616) 1,145 (36,741) (35,596)

Deferredtaxassetsandliabilitiesareoffsetwherethereisalegallyenforceablerightofoffsetandthereisanintentiontonetsettle

thebalances.Aftertakingtheseoffsetsintoaccount,thenetpositionof£40.6mliability(2024:£35.6mliability)ispresentedas

adeferredtaxliabilityintheCompany’sbalancesheet.Wheredeferredtaxassetsarerecognised,theDirectorsareoftheopinion,

basedonrecentandforecasttrading,thattheleveloftaxableprofitsincurrentandfutureyearsmakeitmorelikelythannotthat

these assets will be recovered.

169

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

C.39. Deferred tax continued

Movements during the year were:

2025

£’000

2024

£’000

Balance at the beginning of the year (35,596) (41,875)

Movements during the year (5,020) 6,279

Balance at the end of the year (40,616) (35,596)

C.40. Inventories

An analysis of inventories at the end of the year was:

2025

£’000

2024

£’000

Raw materials 42,912 38,382

Work in progress 30,748 31,784

Finished goods 26,950 34,672

Balance at the end of the year 100,610 104,838

C.41. Trade receivables

An analysis of trade receivables at the end of the year was:

2025

£’000

2024

£’000

Trade receivables 13 50

Amounts owed by Group undertakings 43,656 48,640

Balance at the end of the year 43,669 48,690

C.42. Provisions

Warranty provision movements during the year were:

2025

£’000

2024

£’000

Balance at the beginning of the year 2,266 2,13 0

Created in the year 2,100 2,473

Unusedamountsreversed – –

Usedintheyear (2,507) (2,337)

(407) 136

Balance at the end of the year 1,859 2,266

The warranty provision has been calculated on the basis of historical return-in-warranty information and other quality reports.

Itisexpectedthatmostofthisexpenditurewillbeincurredinthenextfinancialyearandallexpenditurewillbeincurredwithin

threeyearsofthebalancesheetdate.

C.43. Leases (as lessee)

Lease liabilities are analysed as below:

Year ended 30 June 2025

Leasehold

property

£’000

Plant and

equipment

£’000

Motor

vehicles

£’000

Total

£’000

Total future minimum lease payments payable

3,756 – 1,113 4,869

Effectofdiscounting (1,862) – (80) (1,942)

Lease liability 1,894 – 1,033 2,927

Yearended30June2024

Leasehold

property

£’000

Plantand

equipment

£’000

Motor

vehicles

£’000

Total

£’000

Total future minimum lease payments payable

3,799 – 1,15 4 4,953

Effectofdiscounting (1,897) – (105) (2,002)

Lease liability 1,902 – 1,049 2,951

Notes to the Company financial statements continued

170

Renishaw plc Annual Report 2025

C.44. Other payables

An analysis of other payables due within one year at the end of the year was:

2025

£’000

2024

£’000

Amounts owed to Group undertakings 21,328 24,274

Other taxes and social security 4,023 3,753

Other creditors and accruals 22,309 16,835

Balance at the end of the year 47,660 44,862

Othercreditorsandaccrualsincludes£6.9m(2024:£6.0m)relatingtoperformancebonusaccruals.

C.45. Employee benefits

TheCompanyoperatedadefinedbenefitpensionscheme,which,at5April2007,ceasedanyfutureaccrualforcurrentmembers

andwasclosedtonewmembers.EmployeesoftheCompanynowparticipateinadefinedcontributionscheme.

ThetotalpensioncostoftheCompanyfortheyearwas£21.7m(2024:£20.2m),ofwhich£0.1m(2024:£0.1m)relatedtoDirectors.

Thelatestfullactuarialvaluationoftheschemewascarriedoutat30September2021andupdatedto30June2025byaqualified

independent actuary.

ThemajorassumptionsusedbytheactuaryfortheschemearedisclosedinNote23,alongwithrelevantsensitivities.

The assets and liabilities in the scheme were:

30 June 2025

£’000

% of total

assets

30 June 2024

£’000

%oftotal

assets

Market value of assets:

Insurance contract 118,158 93 129,207 93

 Creditandfixedincomefunds 7,924 6 9,268 7

Cash and other 776 1 656 –

126,858 100 139,131 100

Actuarial value of liabilities (119,262) – (130,414) –

Surplus in the scheme 7,596 – 8,717 –

Deferred tax thereon (1,899) – (2,179) –

The movements in the scheme were:

Year ended 30 June 2025

Assets

£’000

Liabilities

£’000

Total

£’000

Surplus in scheme at the beginning of the year

139,131 (130,414) 8,717

Interest on pension scheme 6,936 (6,516) 420

Remeasurementgain/(loss)underIAS19 (12,477) 12,065 (412)

Scheme administration expenses (1,129) – (1,129)

Benefitspaid (5,603) 5,603 –

Surplus in scheme at the end of the year 126,858 (119,262) 7,596

Yearended30June2024

Assets

£’000

Liabilities

£’000

Total

£’000

Surplus in scheme at the beginning of the year

181,687 (124,271) 57,416

Interest on pension scheme 9,124 (6,216) 2,908

Remeasurementgain/(loss)underIAS19 (45,944) (4,763) (50,707)

Scheme administration expenses (900) – (900)

Benefitspaid (4,836) 4,836 –

Surplus in scheme at the end of the year 139,131 (130,414) 8,717

171

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

C.45. Employee benefits continued

The analysis of the amount recognised in Other comprehensive income and expense was:

2025

£’000

2024

£’000

Actuarialgain/(loss)arisingfrom:

Changes in demographic assumptions – 31

 Changesinfinancialassumptions (11,759) (433)

 Experienceadjustment (306) (4,361)

Return on plan assets excluding interest income 12,477 (45,944)

Total recognised in the Other comprehensive income and expense 412 (50,707)

C.46. Share capital

2025

£’000

2024

£’000

Allotted,called-upandfullypaid72,788,543ordinarysharesof20peach 14,558 14,558

The ordinary shares are the only class of share in the Company. Holders of ordinary shares are entitled to vote at general meetings

of the Company and receive dividends as declared. The Articles of Association of the Company do not contain any restrictions on

the transfer of shares nor on voting rights.

C.47. Related parties

Duringtheyear,relatedparties,thesebeingtheGroup’sjointventures,seeNote13,hadthefollowingtransactionsandbalances

with the Company:

2025

£’000

2024

£’000

PurchasedgoodsandservicesfromtheCompanyduringtheyear 23 117

Sold goods and services to the Company during the year 2,526 2,318

Amounts owed by the Company at the year end 237 121

Amounts owed to the Company at the year end 9 49

C.48. Capital commitments

Capitalcommitmentsattheendoftheyear,forwhichnoprovisionhasbeenmadeinthefinancialstatements,were£9.1m

(2024:£26.5m).

C.49. Subsidiary undertakings

ThefollowingarethesubsidiaryundertakingsofRenishawplcasat30June2025,allofwhicharewholly-ownedandheldby

asubsidiaryundertaking,unlessotherwisestated.Thecountryinwhicheachsubsidiaryhasitsregistered/principalofficeisits

domicile and country of incorporation. The accounting year-end for each subsidiary undertaking is 30 June unless otherwise stated.

The shareholdings in all the subsidiary undertakings are in the ordinary share capital of those undertakings unless otherwise stated.

TheprincipalactivitiesforallthesubsidiaryundertakingsarethoseoftheCompany,assetoutintheOtherstatutoryandregulatory

disclosures,exceptasindicatedbelow:

Dormant company * 31 March year-end

Finance company

31 December year-end

Holding company

†

Ordinary-A shares

Travel agency

‡

Ordinary-C shares

Company Registered Office

Owned by Renishaw plc

MTT Investments Limited

NewMills,Wotton-under-Edge,Gloucestershire,GL128JR

UnitedKingdom

Renishaw Advanced Materials Limited

Renishaw International Limited

Renishaw Medical Limited

RenishawPTLimited

Renishaw Software Limited

Renishaw Transducer Systems Limited

RenishawUKSalesLimited

Wotton Travel Limited

Measurement Devices Limited

272BathStreet,Glasgow,Scotland,G24JR

UnitedKingdom

Notes to the Company financial statements continued

172

Renishaw plc Annual Report 2025

Company Registered Office

Renishaw Diagnostics Limited

†‡

(92.4%) 272BathStreet,Glasgow,Scotland,G24JR

UnitedKingdom

RenishawTehnicniInženiringd.o.o. 4thFloor,FacultyofElectricalEngineering,UniversityofLjubljana,

Tržaškacesta25,Ljubljana,1000

Slovenia

Renishaw Neuro Solutions Limited WottonRoad,Charfield,Wotton-under-Edge,Gloucestershire,GL128SP

UnitedKingdom

Owned by MTT Investments Limited

MTT Technologies Limited

NewMills,Wotton-under-Edge,Gloucestershire,GL128JR

UnitedKingdom

Owned by Renishaw International Limited

itp GmbH Rathausstraße75-79,66333,Völklingen

Germany

OOO Renishaw

(notactivelytrading) KantemirovskayaUlitsa,58,115477,Moskva,

Russian Federation

Renishaw(Austria)GmbH Industriestraße9,Top4.2,2353,Guntramsdorf

Austria

Renishaw(Canada)Limited 2196DunwinDrive,Mississauga,Ontario,L5L1C7

Canada

Renishaw(HongKong)Limited EverGainPlazaTower2,28/F,88ContainerPortRoad,KwaiChung

HongKong

Renishaw(Ireland)DAC SwordsBusinessPark,Mountgorry,Swords,CountyDublin,K67FX67

Ireland

Renishaw(Israel)Limited HaTnufaStreet3,KraytekBuilding,POBox4,Yokne’amIllit,2069204

Israel

Renishaw(Korea)Limited RM#1314,Woolime-BizCenter,28Digital-ro33-gil,Guro-gu,Seoul

RepublicofKorea

Renishaw AB BiskopHenriksväg2,17676,Järfälla

Sweden

Renishaw AG Stachelhofstrasse2,8854,Siebnen,Schübelbach

Switzerland

Renishaw Benelux BV Nikkelstraat3,4823AE,Breda

Netherlands

RenishawGmbH(5.1%ownedbyRenishawplc) Karl-BenzStraße12,72124,Pliezhausen

Germany

Renishaw Gulf Measuring & Control Systems

Trading LLC

Office501,5thFloor,BlockB,BusinessVillage,PortSaeed,Deira,Dubai

UnitedArabEmirates

RenishawHealthcare,Inc. 137NOakParkAve,Ste215,OakPark,IL60301

UnitedStates

RenishawHungaryKft Gyárutca2,Budaörs,2040

Hungary

RenishawIbéricaS.A.U. GavàPark,CarrerdelaRecerca,7,Gavà,08850,Barcelona

Spain

RenishawK.K. 4Chome-29-8Yotsuya,Shinjuku-ku,Tokyo,160-0004

Japan

Renishaw Latino Americana Ltda.

AlamedaJuari,361,Tambore,Barueri,SãoPaulo,06460-090

Brazil

Renishaw Metrology Systems Limited

S.No.283,Hissano.2,S.No.284,Hissano.2&3A,RaisoniIndustrialEstate,

VillageMann,TalukaMulshi,Pune,411057

India

Renishaw México S. de R.L. de C.V.

(0.001%ownedbyRenishaw,Inc.)

Iridium5004,ParqueIndustrialMilenium,Apodoca,NuevoLeón,66600

Mexico

RenishawOceaniaPtyLimited c/oKPMG,TowerTwo,CollinsSquare,727CollinsStreet,DocklandsVIC3008

Australia

C.49. Subsidiary undertakings continued

173

Renishaw plc Annual Report 2025

FINANCIAL STATEMENTS

Company Registered Office

Renishaw Oy c/oWaBuCoOy,Energiakuja3,Helsinki,00180

Finland

Renishaw S.A.S. 15RueAlbertEinstein,77420,Champs-sur-Marne

France

Renishaw S.p.A. ViadeiPrati5,10044Pianezza,Torino

Italy

Renishaw s.r.o. Olomoucká1164/85,Brno-Černovice,Brno,62700

CzechRepublic

RenishawSp.zo.o. ul.Osmańska12,02-823,Warszawa

Poland

RenishawTeknolojiÇözümleriLŞ TurgutÖzalBlv.No:193,ŞerifaliMahallesi,DudulluOsb,Ümraniye,İstanbul,34775

Turkey

RenishawUSHoldings,Inc.

262ChapmanRd,Suite240,Newark,DE19702

UnitedStates

Renishaw,Inc. 137NOakParkAve,Ste215,OakPark,IL60301

UnitedStates

Owned by Renishaw (Hong Kong) Limited

Renishaw(Malaysia)Sdn.Bhd. UpperPenthouse,WismaRKT,2,JalanRajaAbdullah,ChowKit,50300

KualaLumpur,WilayahPersekutuan

Malaysia

Renishaw(Shanghai)ManagementCompany

Limited

288JiangChangSanLu,ZhabeiQu,Shanghai,20436

China

Renishaw(Shanghai)TradingCompanyLimited

286JiangChangSanLu,ZhabeiQu,Shanghai,20436

China

Renishaw(Singapore)PTELimited 988ToaPayohNorth,#06-07/08,319002

Singapore

Renishaw(Taiwan)Inc 2F.No.2,Jingke7thRoad,NantunDistrict,Taichung,40852

Taiwan

Owned by Renishaw US Holdings, Inc.

RenishawFixturingSolutions,LLC 405W.GreenlawnAve,#g11,Lansing,Michigan,48910

UnitedStates

RenishawProperties,Inc. 262ChapmanRd,Suite240,NewarkDE19702

UnitedStates

Owned by Renishaw Medical Limited

Renishaw Medical AM Solutions Limited

NewMills,Wotton-under-Edge,Gloucestershire,GL128JR

UnitedKingdom

Owned by Renishaw Neuro Solutions Limited

RenishawMayfieldSARL 31RueAmpère,69680,Chassieu

France

C.50. Joint ventures

ThefollowingarethejointventuresofRenishawplcat30June2025.Thecountryinwhicheachentityhasitsregistered/principal

officeisitsdomicileandcountryofincorporation.Theaccountingyear-endforeachjointventureis30Juneunlessotherwisestated.

The shareholdings are in the ordinary share capital of those undertakings unless otherwise stated. The principal activities for the

jointventuresarethoseoftheCompany,assetoutintheOtherstatutoryandregulatorydisclosures.

Company Registered Office

Owned by Renishaw plc

MetrologySoftwareProductsLimited(70%) 6FGreensfieldCourt,Alnwick,Northumberland,NE662DE

UnitedKingdom

Owned by Renishaw International Limited

RLSMerilnatehnikad.o.o.(50%) PoslovnaconaŽejepriKomendi,Podvrbami2,Komenda,1218Slovenia

C.49. Subsidiary undertakings continued

Notes to the Company financial statements continued

174

Renishaw plc Annual Report 2025

Results

note

2025

£’000

note

2024

£’000

note

2023

£’000

note

2022

£’000

note

2021

£’000

note

2020

£’000

note

2019

£’000

note

2018

£’000

note

2017

£’000

note

2016

£’000

Overseas revenue 679,027 653,345 649,674 639,540 538,636 482,784 539,915 580,940 509,212 404,472

UKandIrelandrevenue 34,017 37,956 38,899 31,536 26,923 27,431 34,044 30,567 27, 59 5 22,752

Total revenue 713,044 691,301 688,573 671,076 565,559 510,215 573,959 611,507 536,807 427,224

Adjustedoperatingprofit 112, 264 108,667 130,407 161,406 118,568 51,700 93,711 143,045 108,733 86,952

Adjustedprofitbeforetax 127,231 122,594 140,983 163,742 119,666 48,614 103,862 145,081 109,079 87,475

Taxation (excluding

adjusteditems) 27,010 25,705 28,126 28,685 23,611 11,547 16,557 20,942 12,819 14,880

Profitfortheyear

(excludingadjusteditems

andtaxonadjusteditems) 100,221 96,889 112,857 135,057 96,055 37,0 67 87,305 124,139 96,260 72,595

Capital employed

2025

£’000

2024*

£’000

2023*

£’000

2022

£’000

2021

£’000

2020

£’000

2019

£’000

2018

£’000

2017

£’000

2016

£’000

Share capital 14,558 14,558 14,558 14,558 14,558 14,558 14,558 14,558 14,558 14,558

Share premium 42 42 42 42 42 42 42 42 42 42

Reserves 911, 264 881,665 875,564 800,570 688,730 532,264 568,677 533,994 429,214 366,785

Total equity 925,864 896,265 890,16 4 815,170 703,330 546,864 583,277 548,594 443,814 381,385

Statistics 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016

Overseas revenue as a

percentage of total revenue 95.2 94.5% 94.4% 95.3% 95.2% 94.6% 94.1% 95.0% 94.9% 94.7%

Adjustedearnings

pershare 137. 3 133.2p 155.1p 185.5p 132.0p 51.0p 119.9p 170.5p 132.4p 100.4p

Proposeddividend 78.1 76.2p 76.2p 72.6p 66.0p 0.0p 60.0p 60.0p 52.0p 48.0p

*ReservesandTotalequityhasbeenrestatedinthecomparativeinformationfor2024and2023.Seenote1forfurtherdetails.

Note

Theresultsandadjustedearningspersharefortheyears2016,2017,2018,2019,2020,2021,2022and2023excludecertainitems.Thesewere:

− 2016(£25.8mpretaxloss),2017(£8.0mpretaxgain),2018(£10.1mpretaxgain),2019(£6.1mpretaxgain),2020(£21.6mpretaxloss),

2021(£23.0mpretaxgain)and2022(£8.3mpre-taxloss)and2023(£5.5mpre-taxgain)gainsandlossesfromfinancialinstrumentsnoteffectiveforcash

flowhedging;

Noyearspriorto2016havebeenadjustedforgainsand/orlossesfromfinancialinstrumentsnoteffectiveforcashflowhedging.

− 2020(£23.8mloss),2022(£1.7mgain)and2023(£0.7m)restructuringcosts;

− 2021(£3.2mloss)and2022(£0.2mgain)third-partyFSPcosts;

− 2022(£11.7mloss)UKdefinedbenefitpensionschemepastservicecost;

− 2023(£2.1mloss)USdefinedbenefitpensionschemepastservicecost.

10-year financial record

175

Renishaw plc Annual Report 2025

SHAREHOLDER INFORMATION

AGM

Annual General Meeting

ArtificialIntelligence

additivemanufacturing(3Dprinting)

APAC

AsiaPacific

APM(s)

alternativeperformancemeasure(s)

Governance Code

UKCorporateGovernanceCode2018

carbon dioxide equivalent

Company

Renishaw plc

CMM

co-ordinate measuring machine

CNC

computer numerically controlled

CPI

consumer price index

DESNZ

Department for Energy Security and Net Zero

DTR

the FCA’s Disclosure Guidance and

Transparency Rules

EBT

EmployeeBenefitTrust

EDI

equality,diversityandinclusion

EMEA

Europe,MiddleEastandAfrica

EPS

earnings per share

ERP

enterprise resource planning

ESG

Environment,socialandgovernance

EuropeanUnion

EUR

Euro

electric vehicle

Ernst&YoungLLP

FCA

Financial Conduct Authority

FRC

Financial Reporting Council

FSP

formal sale process

foreign exchange

GBP

GreatBritishPoundorPoundSterling

GHG

greenhouse gas

GMP

Guaranteed minimum pension

Group

Renishaw plc and its subsidiaries

GWP

global warming potential

H&S

health and safety

HKD

HongKongDollar

headquarters

human resources

ICE

internal combustion engine

IFRIC

International Financial Reporting

Interpretations Committee

IFRS

International Financial Reporting Standards

intellectual property

IPCC InternationalPanelonClimateChange

JPY JapaneseYen

KPI(s)

keyperformanceindicator(s)

Glossary

kilowatt – an amount of power equal to

1,000watts

kWh

Kilowatthour–anamountofenergyequivalent

todelivering1kWofpowerforanhour

M&A

mergers and acquisitions

MRP

MaterialRequirementsPlanning

NCI

non-controlling interest

OCI

other comprehensive income

OEM

original equipment manufacturer

personal computer

P&L

profitandlossaccount

PBT

profitbeforetax

RDEC

Research and development tax credit

RIS

Regulatory Information Service

R&D

research and development

RIDDOR

ReportingofInjuries,Diseasesand

Dangerous Occurrences Regulations 2013

SBTi

Science Based Targets initiative

Scope 1

direct GHG emissions occur from sources

that are owned or controlled by the Company.

Forexample,emissionsfromcombustionin

ownedorcontrolledboilers,generators,

vehicles,etc.

Scope 2

GHG emissions from the generation of

purchased electricity consumed by

theCompany

Scope 3

Indirect GHG emissions are a consequence

oftheactivitiesoftheCompany,butthat

occur from sources not owned or controlled

by the Company

SEEG

stereoelectroencephalography

STEM

science,technology,engineeringand

mathematics

tCO

Tonnes of carbon dioxide equivalent

TCFD

Task Force on Climate-related Financial

Disclosures

TPR

ThePensionsRegulator

TSR

Totalshareholderreturn,calculatedas

changeinshareprice,assumingdividends

are immediately reinvested

UAE

UnitedArabEmirates

ULEV

ultra-low emission vehicle

TheUnitedKingdomofGreatBritainand

Northern Ireland

UKLR

TheFCA’sUKListingRules

UN SDG

UnitedNationsSustainableDevelopmentGoal

USA

UnitedStatesofAmerica

USD

UnitesStatesDollar

Trademarks

Thefollowingregisteredandunregisteredtrademarks,whichareownedbyRenishawplcanditssubsidiaries,appearthroughout

this Annual Report.

AGILITY

ASTRiA

™

CARTO

™

Equator

™

Equator-X

™

FORTiS

™

MODUS

™

MODUS

™

IM neuromate

Opti-Logic

™

RenAM

REVO

TEMPUS

™

Virsa

™

176

Renishaw plc Annual Report 2025

Ordinary shares

The Company has one class of ordinary 20p shares listed on

theLondonStockExchangeundercodeRSW,ISINnumber

GB0007323586.

Registrars

Forallenquiriesaboutshareholders’holdings,transferand

registrationofshares,andchangesofnameandaddress,

contacttheCompany’sregistrars,EquinitiLimited:

Equiniti

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

Telephone:+44(0)3713842169

Website: www.shareview.co.uk

Calls are charged at the standard geographic rate. Calls outside

theUKwillbechargedattheapplicableinternationalrate.Lines

areopenfrom8:30amto5:30pm(UKtime),MondaytoFriday

(excludingEnglishandWelshpublicholidays).

AGM

Our2025AGMwillbeheldonWednesday,26November

2025atourheadquartersatNewMills,Wotton-under-Edge,

Gloucestershire,GL128JRat10am.Furtherdetailscanbe

foundintheNoticeofMeeting,whichissetoutinaseparate

circular to shareholders. Shareholders holding shares in the

Company through a nominee service should arrange to be

appointed as a corporate representative or a proxy in respect

oftheirshareholdinginordertoattendandvoteatthemeeting.

Financial reports

TheAnnualReportandcopiesofpreviousfinancialreportsare

available at www.renishaw.com/investor. The half-year results

and the preliminary announcement of the full-year results are

published on our website promptly after they have been

releasedthroughaRegulatoryInformationService.

Electronic communications

Allshareholdercommunications,includingtheCompany’s

AnnualReport,aremadeavailableontheRenishawwebsite,

andyoumayopttoreceiveemailnotificationsinformingyou

when shareholder communications are available to view and

download rather than receiving paper copies through the post.

Receiving communications electronically provides certain

advantagestoshareholdersandRenishaw,includingaccessing

documentsmorequickly,reducingourenvironmentalimpact

andreducingthecostofprintinganddeliveryofdocuments.

Ifyouwouldliketosignupforthisservice,visitEquiniti’s

ShareviewPortfoliowebsite.Youmaychangethewayyou

receive communications at any time by contacting Equiniti.

Dividend mandate

Shareholders can arrange to have their dividends paid directly

into their bank or building society account by completing a bank

mandateform.Thisisthemostsecureandefficientmethodof

payment. A mandate form can be obtained from Equiniti or you

willfindoneonyourlastdividendconfirmation.

Shareholder information

Financial calendar

Annual General Meeting

26 November 2025

Half year

31 December 2025

Half-year results

February 2026

Trading update

May 2026

Final dividend

Ex-div date 30 October 2025

Record date 31 October 2025

Payment date 5 December 2025

Interim dividend (provisional)

Ex-div date 5 March 2026

Record date 6 March 2026

Payment date 7 April 2026

Registration details and Company Secretary

Group General Counsel & Company Secretary

KasimHussain

Registered office

New Mills

Wotton-under-Edge

Gloucestershire

GL12 8 J R

Telephone:+44(0)1453524524

Email: companysecretary@renishaw.com

Website: www.renishaw.com/investor

Registered number

01106260(EnglandandWales)

Auditor and corporate advisers

Auditor

Ernst&YoungLLP

Solicitors

NortonRoseFulbrightLLP

HerbertSmithFreehillsKramerLLP

Corporate brokers

UBS

PeelHunt

Principal bankers

Lloyds Bank

BNPParibas

HSBC

177

Renishaw plc Annual Report 2025

SHAREHOLDER INFORMATION

Shareholder profile

Shareholdings %

1 1–5,000 1.04

2 5,001–25,000 1.83

3 25,001–50,000 2.11

4 50,001–100,000 3.62

5 100,001–500,000 16.29

6 500,001–1,000,000 5.66

7 1,000,001–3,000,000 13.77

8 morethan3,000,000 55.69

Shareholder information continued

Share fraud

We are aware some of our shareholders have received

unsolicitedcallsorcorrespondence,offeringtobuyorsell

theirsharesforapriceinexcessofthecurrentmarketprice.

Thecallerscanbeverypersuasiveandextremelypersistent

andoftenhaveprofessionalwebsitesandtelephonenumbers

tosupporttheiractivities.Thesecallerswillsometimesimply

aconnectiontoRenishawandprovideincorrectormisleading

information.Pleasebeawarethisislikelytobeascam–the

safest thing to do is hang up.

Youareadvisedtobewaryofunsolicitedadviceoroffersto

buyshares.

See www.fca.org.uk/consumers/protect-yourself-scams for

further advice.

Find out more or report suspected fraud to the FCA on their

consumer helpline 0800 111 6768 (overseas callers dial

+442070661000)orusingthesharefraudreportingform

available at www.fca.org.uk/consumers/report-scam.

If you have already paid money to share fraudsters contact

Action Fraud on 0300 123 2040 (overseas callers dial

+443001232040)ortheironlinefraudreportingtoolat

www.actionfraud.police.uk/reporting-fraud-and-cyber-crime.

Cautionary note and safe harbour: this Annual Report has

been prepared for the purpose of assisting the Company’s

shareholders to assess the strategies adopted by the

Company and the potential for those strategies to succeed

andnoone,includingtheCompany’sshareholders,may

relyonitforanyotherpurpose.

This Annual Report has been prepared on the basis of the

knowledge and information available to the Directors at the

time.Giventhenatureofsomeforward-lookinginformation,

whichhasbeengiveningoodfaith,theCompany’s

shareholders should treat this information with due caution.

178

Renishaw plc Annual Report 2025

Design,editingandproductionbyFalconWindsor

falconwindsor.com

PrintedatPureprintGroup,ISO14001.FSC

certifiedandCarbonNeutral

ThisdocumentisprintedonRevive100%RecycledSilk.Thesepapershavebeenexclusivelysupplied

byDenmaurIndependentPapers,whichhasoffsetthecarbonproducedbytheproductionanddelivery

ofthemtotheprinter.

Thesepapersare100%recycledandmanufacturedusingde-inkedpost-consumerwaste.Allthepulpis

bleachedusinganelementalchlorinefreeprocess(ECF).PrintedintheUKbyPureprintusingitspureprint

environmentalprintingtechnology.Vegetableinkswereusedthroughout.PureprintisaCarbonNeutral

company. Both the manufacturing mill and the printer are registered to the Environmental Management

System ISO 14001 and are Forest Stewardship Council

(FSC

)chain-of-custodycertified.

Ifyouhavefinishedwiththisdocumentandnolongerwishtoretainit,pleasepassitontootherinterested

readers or dispose of it in your recycled paper waste. Thank you.

Renishaw plc

NewMills,Wotton-under-Edge,

Gloucestershire GL12 8JR

UnitedKingdom

T:+44(0)1453524524

F:+44(0)1453524401

E: uk@renishaw.com

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