![]() 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. 1 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. 2 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 1 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) 66 Key locations 5,342 Worldwide employees 2 373 Graduates and apprentices employed 2 (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. 3 Renishaw plc Annual Report 2025 STRATEGIC REPORT 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. 4 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. 5 Renishaw plc Annual Report 2025 STRATEGIC REPORT 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 6 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 7 Renishaw plc Annual Report 2025 STRATEGIC REPORT 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) 8 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 9 Renishaw plc Annual Report 2025 STRATEGIC REPORT 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. 10 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% 1 a year see page 12 £6bn Total addressable market 2 Future R&D in attractive close-adjacent markets Emerging 3 Rapid share gain to grow profit% Established 4 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. 11 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 12 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. 13 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() STRATEGIC REPORT V A L U E C R E A T I O N A N D C O M P E T I T I V E A D V A N T A G E 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 14 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. 15 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. 16 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. 17 Renishaw plc Annual Report 2025 STRATEGIC REPORT 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 18 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 2 10 9 5 3 7 1 4 6 8 Principalrisksanduncertainties 19 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() 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 G Growth in existing markets I Increasing technology value E Extending into newmarkets Risk management continued 20 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. 21 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() STRATEGIC REPORT 6 Capital products growth Velocity MEDIUM Appetite BALANCED Link to strategy I 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 22 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. 23 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() 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 1 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. 2 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. 3 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 24 Renishaw plc Annual Report 2025 ![]() Through-cycle revenue growth % -4 -2 0% 2 4 6 8 12 10 -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. 25 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() STRATEGIC REPORT Our key performance indicators continued Adjusted cash flow conversion from operating activities % 0% 20 40 60 80 120 103 26 91 70 66 100 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 % 0% 5 10 15 20 30 17.5 23.5 16.1 12.3 12.6 25 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 % 0% 5 10 15 20 30 25 21.0 24.1 18.9 15.7 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 26 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 115.7 106.8 106.8 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 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 2 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 2 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. 27 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() 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 28 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 registerfromUBS.Someofthekeyeventsinourinvestor 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. 29 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() 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. 30 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. 31 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 32 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 33 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() 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. 34 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. 35 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() 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. 36 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. 37 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() 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. 38 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. 39 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() 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. 40 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. 41 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() 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. 42 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. 0 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 2 e) \*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. 43 Renishaw plc Annual Report 2025 STRATEGIC REPORT 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. 44 Renishaw plc Annual Report 2025 ![]() Read more 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 2 e 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 0 \* 33.9m 19.1m 53.0m UK Non-UK Total measured Scope 2 GHG emissions tCO 2 e location-based FY2025 9.2k FY2024 8.6k FY2023 8.3k FY2022 8.7k FY202 0 \* 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 0 \* Renewable Non-renewable 30.1m 22.9m 53.0m Statutory GHG emissions tCO 2 eper£mrevenue FY2025 4.5 FY2024 5.4 FY2023 7.7 FY2022 9.9 FY202 0 \* 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. 45 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() 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 1 3 33 6 67 n/a – Executive Committee 2 1 17 5 83 n/a – Senior managers 3 9 22 32 78 n/a – Senior managers 4 and subsidiary directors 5 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. 46 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. 47 Renishaw plc Annual Report 2025 STRATEGIC REPORT 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. 48 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. 49 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() 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 27 36 18 13 20 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. 50 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. 51 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() 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) 52 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’ 1 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. 53 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() 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. 54 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 2 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/ 55 Renishaw plc Annual Report 2025 STRATEGIC REPORT ![]() 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 2 e. • Scope2(market-based):74tCO 2 e. • Scope2(location-based):9,236tCO 2 e. • Scope3:169,253tCO 2 e. 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. 56 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 57 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 59 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. 60 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 61 Renishaw plc Annual Report 2025 GOVERNANCE REPORT ![]() GOVERNANCE REPORT Directors’ Corporate GovernanceReport continued N\* 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 A N R\* A\* N R 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. 62 Renishaw plc Annual Report 2025 ![]() A N R A N R 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 A Audit Committee N Nomination Committee R 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 63 Renishaw plc Annual Report 2025 GOVERNANCE REPORT ![]() 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 64 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. 65 Renishaw plc Annual Report 2025 GOVERNANCE REPORT 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. 66 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. 67 Renishaw plc Annual Report 2025 GOVERNANCE REPORT ![]() 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 Risk management section from page 15. Executive Committee\* Will Lee, Chair Responsible for facilitating and ensuring thedevelopment,implementationand executionofourstrategy,assetbythe Board,throughtheday-to-dayoperational and functional management of thebusiness. Read more about the Executive Committeeabove. ESG Steering Committee Will Lee, Chair Responsible for developing and overseeing the Group’s ESG strategy and reporting. Accountable for our ESG goals and strategicobjectives,regularlyreviewing and scrutinising our progress against them. Definesactionstomitigateclimate-related risks and to maximise opportunities. Read more in the ESG review from page40. Nomination Committee Sir David Grant, Chair Keepsunderreviewthecomposition, structureandsizeofandsuccessionto theBoardanditsCommittees.Oversees succession planning for senior executives andtheBoard,leadingtheprocessfor allBoardappointments.Evaluatesthe balanceofskills,knowledge,experience anddiversityontheBoard. Read more in the Nomination Committee Report from page 77. Remuneration Committee Catherine Glickman, Chair Recommends the Group’s policy on executiveremuneration,determining thelevelsofremunerationforExecutive Directors,theChairandsenior management. Oversees remuneration andworkforcepoliciesandconsiders these when setting policy for Directors’remuneration. Read more in the Directors’ Remuneration Report from page 89. Audit Committee Juliette Stacey, Chair Supports the Board to discharge its financialreportingresponsibilities, including reviewing the Group’s annual andhalf-yearfinancialstatementsand accountingpolicies,internalandexternal audits,andriskmanagementandcontrols. Read more in the Audit Committee Report from page 83. \*WealsohaveproductgroupsandsubsidiariesreportingintotheExecutiveCommittee. 68 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 1 N/A N/A N/A John Deer 6/10 2 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 3 5/5 5/5 5/6 3 Richard McMurtry 9/10 4 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 B\* A R\* August 2024 B A N R September 2024 B A N October 2024 B R November 2024 B N\* R December 2024 January 2025 B N February 2025 B A March 2025 B R April 2025 May 2025 B A N\* June 2025 B R 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 B Board A Audit Committee N Nomination Committee R Remuneration Committee \*  Unscheduledmeeting 69 Renishaw plc Annual Report 2025 GOVERNANCE REPORT ![]() 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. 70 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. 71 Renishaw plc Annual Report 2025 GOVERNANCE REPORT ![]() 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 72 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. 73 Renishaw plc Annual Report 2025 GOVERNANCE REPORT ![]() 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. 74 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. 75 Renishaw plc Annual Report 2025 GOVERNANCE REPORT 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 76 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 77 Renishaw plc Annual Report 2025 GOVERNANCE REPORT ![]() 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 78 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 – – – – – 79 Renishaw plc Annual Report 2025 GOVERNANCE REPORT ![]() 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. 2 7 3 6 4 3 2 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) 80 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. 81 Renishaw plc Annual Report 2025 GOVERNANCE REPORT ![]() 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 82 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 83 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. 84 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. 85 Renishaw plc Annual Report 2025 GOVERNANCE REPORT ![]() 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). 86 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. 87 Renishaw plc Annual Report 2025 GOVERNANCE REPORT 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 88 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 89 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 90 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. 92 Whether the remuneration policy operated as intended intermsofcompanyperformanceandquantum,and, ifnot,whatchangesarenecessary. 95 What engagement has taken place with shareholders and the impact this has had on remuneration policy andoutcomes. 92 What engagement with the workforce has taken place toexplainhowexecutiveremunerationalignswithwider company pay policy. 89-90, 92 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 91 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 92 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. 93 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 B 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 A 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 94 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 1 Bonus 2 Total fixed remuneration Total variable remuneration Total remuneration FY 2025 £’000 FY 2024 £’000 FY 2025 £’000 FY 2024 £’000 FY 2025 £’000 FY 2024 £’000 FY 2025 £’000 FY 2024 £’000 FY 2025 £’000 FY 2024 £’000 FY 2025 £’000 FY 2024 £’000 FY 2025 £’000 FY 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 3 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 4 FY2025 £’000 FY2024 £’000 FY2025 £’000 FY2024 £’000 FY2025 £’000 FY2024 £’000 Sir David McMurtry 3 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 5 325 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 6 0 0 80 64 Richard McMurtry 80 n/a 7 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 95 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. 96 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). 97 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 0 50 100 150 200 250 300 350 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 FY 2016 FY 2017 FY 2018 1 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 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) 2 668 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. 98 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 2 £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 2 £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 1 £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 1 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 2 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. 99 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 1 Annual bonus 2 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 3 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 4 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. 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.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 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 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 ![]() 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 110 Renishaw plc Annual Report 2025 ![]() 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. 111 Renishaw plc Annual Report 2025 FINANCIAL STATEMENTS ![]() 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 Renishaw plc Annual Report 2025 ![]() 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. 113 Renishaw plc Annual Report 2025 FINANCIAL STATEMENTS ![]() 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 Renishaw plc Annual Report 2025 FINANCIAL STATEMENTS 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 Renishaw plc Annual Report 2025 ![]() 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. 117 Renishaw plc Annual Report 2025 FINANCIAL STATEMENTS 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 Renishaw plc Annual Report 2025 ![]() 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 Renishaw plc Annual Report 2025 FINANCIAL STATEMENTS ![]() 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 ![]() 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 ![]() 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 ![]() 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. 127 Renishaw plc Annual Report 2025 FINANCIAL STATEMENTS ![]() 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. 128 Renishaw plc Annual Report 2025 ![]() 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. 129 Renishaw plc Annual Report 2025 FINANCIAL STATEMENTS ![]() 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 130 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. 131 Renishaw plc Annual Report 2025 FINANCIAL STATEMENTS ![]() 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 132 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. 133 Renishaw plc Annual Report 2025 FINANCIAL STATEMENTS ![]() 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 134 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. 135 Renishaw plc Annual Report 2025 FINANCIAL STATEMENTS ![]() 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 136 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. 137 Renishaw plc Annual Report 2025 FINANCIAL STATEMENTS ![]() 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 138 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 | 139 Renishaw plc Annual Report 2025 FINANCIAL STATEMENTS ![]() 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 140 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 Renishaw plc Annual Report 2025 FINANCIAL STATEMENTS ![]() 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 142 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 Renishaw plc Annual Report 2025 FINANCIAL STATEMENTS ![]() 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 144 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 ![]() 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 ![]() 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 ![]() 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 150 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 ![]() 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 ![]() 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 ![]() 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 ![]() 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 ![]() 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 ![]() 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 ![]() FINANCIAL STATEMENTS Year ended 30 June 2024 Share capital £’000 Share premium £’000 Own shares 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 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 ![]() 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 ![]() 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 ![]() 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: D Dormant company \* 31 March year-end F Finance company ^ 31 December year-end H Holding company † Ordinary-A shares T Travel agency ‡ Ordinary-C shares Company Registered Office Owned by Renishaw plc MTT Investments Limited D NewMills,Wotton-under-Edge,Gloucestershire,GL128JR UnitedKingdom Renishaw Advanced Materials Limited D Renishaw International Limited F Renishaw Medical Limited D RenishawPTLimited D Renishaw Software Limited D Renishaw Transducer Systems Limited D RenishawUKSalesLimited Wotton Travel Limited T Measurement Devices Limited D 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 D 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 ![]() 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. H 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 D 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 ![]() SHAREHOLDER INFORMATION AGM Annual General Meeting AI ArtificialIntelligence AM additivemanufacturing(3Dprinting) APAC AsiaPacific APM(s) alternativeperformancemeasure(s) Governance Code UKCorporateGovernanceCode2018 CO 2 e 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 EU EuropeanUnion EUR Euro EV electric vehicle EY Ernst&YoungLLP FCA Financial Conduct Authority FRC Financial Reporting Council FSP formal sale process FX 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 HQ headquarters HR human resources ICE internal combustion engine IFRIC International Financial Reporting Interpretations Committee IFRS International Financial Reporting Standards IP intellectual property IPCC InternationalPanelonClimateChange JPY JapaneseYen KPI(s) keyperformanceindicator(s) Glossary kW 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 PC 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 2 e 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 UK 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 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. 1 2 3 4 5 6 7 8 178 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 For more information visit: www.renishaw.com