Optimised for growth
Stelrad Group plc Annual Report 2025
Stelrad Group plc Annual Report 2025
Helping to heat
homes sustainably
STRATEGIC REPORT
1 Highlights
2 At a glance
3 Our investment case
4 Chair’s statement
6 Chief Executive Officer’s review
8 Market overview
9 Market trends
10 Our business model
12 Our strategy
14 Strategy in action
17 Strategic summary
18 Key performance indicators
20 Stakeholder engagement
25 Sustainability report
33 Task Force on Climate-related
Financial Disclosures
38 Sustainability metrics
41 Finance and business review
46 Risk management
54 Viability statement and going concern
56 Non-financial and sustainability
information statement
GOVERNANCE REPORT
58 Chair’s introduction to governance
60 Board of Directors
62 Section 172 statement
63 Statement of corporate governance
69 Audit & Risk Committee report
74 Nomination Committee report
79 Directors’ remuneration report
97 Directors’ report
FINANCIAL STATEMENTS
102 Independent auditors’ report to the
members of Stelrad Group plc
110 Consolidated income statement
110 Consolidated statement of
comprehensive income
111 Consolidated balance sheet
112 Consolidated statement of
changes in equity
113 Consolidated statement of cash flows
114 Notes to the consolidated
financial statements
145 Company balance sheet
145 Company statement of changes in equity
146 Notes to the Company financial statements
ADDITIONAL INFORMATION
149 Glossary of terms
150 Shareholder information
Stelrad Group plc Annual Report 2025
Optimised for growth
Stelrad Group plc Annual Report 2025
Helping to heat
homes sustainably
STRATEGIC REPORT
1 Highlights
2 At a glance
3 Our investment case
4 Chair’s statement
6 Chief Executive Officer’s review
8 Market overview
9 Market trends
10 Our business model
12 Our strategy
14 Strategy in action
17 Strategic summary
18 Key performance indicators
20 Stakeholder engagement
25 Sustainability report
33 Task Force on Climate-related
Financial Disclosures
38 Sustainability metrics
41 Finance and business review
46 Risk management
54 Viability statement and going concern
56 Non-financial and sustainability
information statement
GOVERNANCE REPORT
58 Chair’s introduction to governance
60 Board of Directors
62 Section 172 statement
63 Statement of corporate governance
69 Audit & Risk Committee report
74 Nomination Committee report
79 Directors’ remuneration report
97 Directors’ report
FINANCIAL STATEMENTS
102 Independent auditors’ report to the
members of Stelrad Group plc
110 Consolidated income statement
110 Consolidated statement of
comprehensive income
111 Consolidated balance sheet
112 Consolidated statement of
changes in equity
113 Consolidated statement of cash flows
114 Notes to the consolidated
financial statements
145 Company balance sheet
145 Company statement of changes in equity
146 Notes to the Company financial statements
ADDITIONAL INFORMATION
149 Glossary of terms
150 Shareholder information
Stelrad Group plc Annual Report 2025Stelrad Group plc Annual Report 2025
Strong 2025 performance positions
Stelrad well for sustainable future growth
Highlights
Further progress in adjusted operating profit
• Adjusted operating profit of £32.5 million, an increase of 3.0%
(2024: £31.5 million), driven by further margin management
activities and strategic initiatives to drive favourable
product mix.
• Statutory operating profit of £17.5 million, after exceptional
items of £14.9 million relating to a non-cash impairment charge
on the assets of Radiators SpA and cost optimisation led
restructuring activities in our Turkish and Danish facilities.
• An eighth consecutive year of growth in contribution per
radiator to £20.50 (2024: £20.15), demonstrating the Group’s
proven ability to continue to drive higher-margin sales mix
and the cumulative benefits of operational efficiencies across
the Group.
• Continued economic uncertainty in core territories of UK &
Ireland and Europe resulted in a 3.8% decline in revenue to
£279.6 million, albeit at a lower rate of decline than the prior
year (2024: (5.7%)).
– UK & Ireland: revenue down 4.4% against a volume decline
of 6.9%, with revenue supported by an increase in average
size of radiators sold.
– Europe: revenue down 3.9%, primarily as a result of softer
demand in the French DIY market in quarter four.
– Turkey & International: revenue increased 3.9% with an
improvement in market conditions.
• Return on capital employed grew by 3.0 ppts (2024: 1.6 ppts)
to 30.1% reflecting higher adjusted operating profit and the
impairment of Radiators SpA assets.
• Significantly increased free cash flow of £20.5 million (2024:
£9.6million) driven by improved working capital control,
disciplined capital expenditure and reduced interest costs.
• Strong cash management, with leverage at 31 December 2025
improving to 1.16x (2024: 1.37x), based on net debt before lease
liabilities.
• In December 2025, the Group’s £100 million loan facility was
successfully renewed with our long-term banking partners,
reducing the Group’s future borrowing costs.
• Recommended final dividend up 5% to 5.05 pence per share
(2024: 4.81 pence per share), reflecting the Board’s ongoing
confidence in Stelrad’s future prospects, the strength of the
Group’s balance sheet and cash conversion.
Optimised for growth
• Significant operational improvements and commercial
optimisation throughout the Group’s flexible, low-cost
manufacturing base.
– Further margin enhancement expected as a result of exit
from loss making contract in Radiators SpA and the full-year
impact of 2025 restructuring activities.
• Industry-leading customer service and product availability, with
On Time In Full (“OTIF”) delivery in the UK of 98% (2024: 98%),
underpinning the Group’s market share positions and ability to
maximise opportunity from a market recovery.
• Market leadership in six of Stelrad’s ten core territories, with a
top three position in three of the remaining four, provides the
Group with a solid platform for future market share growth.
Driving structural trends of premiumisation
and decarbonisation
• Continued progress in strategies to drive adoption of higher-
margin and value-added product ranges through leveraging
Stelrad’s trade strengths, optimising distribution channels and
boosting Stelrad’s consumer appeal delivered a record level of
6.4% premium steel panel mix of total steel panel volume.
• In the UK market, the Group’s strategic initiatives to promote
high output conventional radiators, develop hybrid products
for low temperature systems and introduce electric ranges into
core markets have driven 33% annual growth in these products
since 2022, positioning Stelrad effectively for decarbonisation.
Adjusted operating profit
(1)
£32.5m
(2024: £31.5m)
Free cash flow
(1)
£20.5m
(2024: £9.6m)
EPS
0.66p
(2024: 12.97p)
Adjusted EPS
(1)
13.08p
(2024: 13.05p)
Revenue
£279.6m
(2024: £290.6m)
Operating profit
£17.5m
(2024: £31.4m)
(1) The Group uses some alternative performance measures to
track and assess the underlying performance of the business.
Alternative performance measures are defined in the glossary
of terms on page 149 and reconciled to the appropriate financial
statements line item in note 32. Note 32 also outlines the
limitations of using alternative performance measures.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 1
Europe’s leading
radiator manufacturer
Europe
£133.5m
UK & Ireland
£131.3m
Turkey & International
£14.8m
Group revenue
£279.6m
Our markets
Supported by an extensive sales and marketing network,
Stelrad’s well-invested, state-of-the-art manufacturing
and distribution operations provide our customers,
wherever they are based, with high levels of service
and product availability.
» Read more in our Market Overview on page 8
1,300
people
500+
customers
Our products
• Standard, premium and low surface
temperature steel panel radiators.
• Towel warmers.
• Column and decorative steel tubular
radiators.
• Electric, hybrid and dual fuel radiators.
Our pan‑European
presence
At a glance
Our ESG strategy
Stelrad’s Fit for the Future framework underpins our
approach to delivering both our business strategy
and our sustainability commitments to stakeholders
and to the environment.
» Read more in the Sustainability section on page 25
Our core purpose
Helping to heat
homes sustainably
Underpinning foundations
Conducting business
responsibly
Strategic pillar
Driving better
environmental
performance
Strategic pillar
Enabling an
exceptional
workforce
Our brands
Europe’s number one brand,
sold in all our markets
Channel differentiated brand,
the Netherlands’ number one
Value brand sold mainly into
Turkey and Eastern Europe
Premium Danish architectural
design brand
Stylish, innovative Italian
design brand
7
locations
40+
countries
Stelrad Group plc Annual Report 20252
Our investment case
#1
steel panel radiator market
share position in Europe,
leading in six countries –
the UK, Ireland, France, the
Netherlands, Belgium and
Denmark and with a top 3
position in twelve more
A long-term player of
scale in the European heat
emitter market
• Operating in a market
with high barriers to entry.
• Providing cost leadership
and unrivalled operational
flexibility from a multi-
site manufacturing and
logistics platform.
• Opportunities for
organic growth and
complementary
acquisitions from future
market consolidation.
14.3%
designer radiator mix,
an increase of 6.8 ppts
since 2019
Attractive long-term
dynamics led by replacement
demand in mature
European markets
• Underlying growth in
higher value designer
radiators, coupled with
broad geographic spread
and focused, agile cost
management.
• Proven financial resilience
through challenging
economic cycles,
including 2008’s global
financial crisis, the
Covid-19 pandemic and
sustained macroeconomic
challenges from
2022 onwards.
Leading
market
position
Robust
business
model
» Read more about our markets
on page 15
» Read more about our business
model on page 10
500+
customers in 40 countries
A lean, customer-orientated
leadership team with
unparalleled sector experience
• Flat management
structure with clear focus
on quality, customer
service and innovation.
• Effective channel
management driven by
a multibrand strategy and
proactive adaptation to
evolving routes to market.
93.7%
of our packaging
is recyclable
With a growing range of
innovative heat emitters
and our Fit for the Future
framework ensuring delivery
of both our business
strategy and sustainability
commitments, Stelrad is
positioned effectively for the
transition to low and zero
carbon heating over the
coming decades
• Evolving pan-European
legislation driving reduced
fossil fuel use in home
heating is expected to
present favourable growth
drivers for higher output
heat emitters.
• Stelrad and all its
stakeholders will benefit
from the long-term
sector transition to
a more sustainable
heating model.
Strong
underlying
financial
position
Long‑term
focus on
decarbonisation
and ESG
Experienced
management
and effective
strategy
» Read more about our strategy
on page 12
» Read more about our Board of
Directors on pages 60 and 61
» Read more about our KPIs
on page 18
» Read more about our ESG
priorities on page 26
83.7%
growth in contribution
per radiator since 2019
A track record of
consistent growth
• Sector leading margins.
• Strong cash generation
and return on capital
employed (on an
adjusted basis).
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 3
Overview
Stelrad has consistently delivered a strong underlying
financial performance against a challenging
macroeconomic backdrop in recent years and 2025
marked the third consecutive year of progress in adjusted
operating profit performance.
Our core geographies of the UK and Europe continue
to be impacted by the ongoing effects of high interest
rates and inflation suppressing activity in both RMI and
new build markets. However, Stelrad’s ability to deliver
further progress despite these ongoing challenges clearly
demonstrates the inherent strengths of our business with
the Group’s flexible, low-cost manufacturing footprint,
leading levels of customer service and unrivalled product
availability underpinning our leading competitive position
in the market.
While these competitive strengths are ingrained within
the business, our highly experienced Executive and Senior
Management teams further strengthened and simplified
our operations over the last year. As a result, we have
positioned the Group to fully capitalise on opportunities
within an inherently attractive market, with a stronger,
simpler and more operationally efficient Stelrad primed
for growth.
Performance and results
The Group delivered another successive improvement
in adjusted operating profit, increasing by 3.0% to £32.5
million (2024: £31.5 million), with an adjusted operating
profit margin of 11.6% (2024: 10.8%) despite a decline in
revenue to £279.6 million (2024: £290.6 million), making
strong progress towards our medium-term targets.
Statutory operating profit was £17.5 million (2024: £31.4
million), with the statutory result stated after exceptional
items totalling £14.9 million, which are linked to non-
cash impairment charges and restructuring initiatives
undertaken in the year.
This strong performance was the result of clear actions
by our highly experienced management team, driving
an enhanced product mix combined with tight cost
control across our manufacturing sites. As a result, our
key contribution per radiator KPI increased for the eighth
successive year to £20.50 (2024: £20.15), nearing our
medium-term target of £21.
Purpose
Stelrad’s purpose is helping to heat homes sustainably.
Given Stelrad’s influential market position with system
specifiers, suppliers and customers, we have a pivotal role
to play in the transition to decarbonised heating systems.
We continue to develop our product range in this area,
ensuring that we can both capture market share arising
from legislative tailwinds and drive the wider transition to
low carbon systems.
Environmental, social and governance
(“ESG”) objectives
Achieving our purpose, helping to heat homes sustainably,
demands relentless focus on reducing Stelrad’s own
environmental impact, a consistently high level of
employee engagement and high standards of corporate
governance.
A stronger, simpler Stelrad
isprimed for growth.
Bob Ellis
Chair
Chair’s statement
Well positioned to deliver
continued progress
Stelrad Group plc Annual Report 20254
Environmental, social and governance
(“ESG”) objectives continued
These elements are at the heart of Stelrad’s culture
and values.
Our sustainability framework, Fit for the Future, is
consistent with that core purpose, setting out our
approach to delivering both our business strategy and
our sustainability commitments to stakeholders and the
environment.
We continued to make significant progress with initiatives
to reduce the Group’s carbon footprint in the year,
reducing our energy consumption by 2.3%, along with a
5.6% reduction in our Scope 1 and 2 emissions.
We also achieved further progress embedding safety
across all of our manufacturing sites, with a substantial
reduction in lost time incidents at our Çorlu facility, and
several sites recording zero lost time incidents during
the year.
Board
In February 2026, Martin Payne, Non-Executive Director
and Chair of the Audit & Risk Committee, notified the
Board that he will not be standing for re-election and will
retire from the Board at the 2026 AGM. Martin has been
a valued member of the Board since the Company’s IPO
in October 2021. On behalf of the Board, I would like to
thank Martin for the contribution that he has made to the
Company over the past four and a half years, and we wish
him well for the future. A process is underway to identify
a replacement Non-Executive Director and Chair of the
Audit and Risk Committee.
Dividend
The Board is recommending a final dividend of 5.05 pence
per share, a rise of 5% on the prior year, reflective of our
ongoing confidence in Stelrad’s future prospects and the
strength of the Group’s balance sheet. The final dividend
will be paid on 26 May 2026 to shareholders on the register
on 24 April 2026, subject to approval by shareholders at
the Annual General Meeting on 20 May 2026.
Summary
While there remains a level of uncertainty around the
timing of a market recovery, the work of our highly
experienced management team over the last three years
in executing our strategy has positioned Stelrad incredibly
well to deliver continued progress through the cycle,
underpinned by our competitive advantages.
Bob Ellis
Chair
13 March 2026
Achieving our purpose - helping
to heat homes sustainably
- demands relentless focus
on reducing Stelrad’s own
environmental impact, a
consistently high level of
employee engagement and
high standards of corporate
governance.
Bob Ellis
Chair
Our strategy in action
Positioning effectively for decarbonisation
Demand for decarbonised heating systems will
increasingly gain momentum over the longer
term. While the recent economic backdrop has led
governments to delay more ambitious shorter-term
initiatives, long-term net zero targets remain unchanged,
driving the installation of higher output, higher value
conventional radiators alongside assisted convection
hybrid heat emitters and direct electrical radiators.
In the UK between 2022 and 2025, the volume of
Stelrad’s high output conventional radiators has
increased by 33% CAGR.
» Read more on page 13
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 5
Stelrad remains well placed
to outperform peers and
benefit from medium-term
market recovery.
Trevor Harvey
Chief Executive Officer
Continued progress through the market cycle
During 2025, Stelrad continued to demonstrate and
enhance our operational excellence, underpinned by our
core competitive advantages of:
• a flexible, low-cost manufacturing footprint;
• outstanding customer service; and
• unmatched product availability.
These competitive advantages allowed us to continue to
deliver growth in adjusted operating profits and margins,
despite the subdued market environment. This was
achieved through a combination of our strategy to drive
product mix towards higher specification products and
an ongoing focus on cost controls within our operations.
Statutory operating profit fell in the year to £17.5 million
(2024: £31.4 million) due to exceptional items totalling
£14.9 million incurred in the year, the existence of which
help position the Group strongly for the future.
Reflecting the well documented market conditions in the
UK and our core European territories, volumes declined
by 4% year on year, albeit with a small improvement
in volumes during the second half and encouraging
progress in a number of key markets.
As a result, revenues during the year declined 3.8% to
£279.6 million, a decrease of £11.0 million on the prior year
(2024: £290.6 million), primarily driven by revenue declines
in the UK & Ireland (4.4% decrease) and Europe (3.9%
decrease), with an increase in revenues from our smaller
operations in Turkey & International (3.9%).
While persisting market headwinds remain frustrating,
our performance over the year further underlined Stelrad’s
ability to continue to deliver against our strategy through
the market cycle.
In the last three years we have driven operational
excellence within both our manufacturing sites and
distribution networks. This is clearly demonstrated by the
progress in our contribution per radiator KPI, increasing
for the eighth successive year to £20.50, an increase of
£0.35 on the prior year.
As a stronger, simpler Stelrad, enabled by our competitive
advantages and operational excellence, we continue to
ensure that our business is well placed to capture the
opportunities posed by a market recovery and actively
deliver against our four key strategic priorities of:
• growing market share;
• improving product mix;
• optimising our routes to market; and
• positioning effectively for decarbonisation.
Market leadership provides a platform
for growth
As we have emphasised previously, our highest priority as a
management team is to ensure that Stelrad is well placed
to take advantage of a market recovery when it materialises.
Key to this is maintaining both our market leadership and
the operational capabilities that underpin it, including our
customer service and product availability. The Group remains
an industry leader when it comes to both of these capabilities,
with On Time In Full deliveries in the UK of 98% (2024: 98%).
As the clear leader of the European steel panel radiator
market, with 24.2% share in 2024, our competitive
advantages underpin our market leadership in six of Stelrad’s
ten core territories, with a top three position in three of the
remaining four. This provides the Group with a solid platform
for future targeted, profitable market share growth and
positions us as a key beneficiary of a market recovery.
Chief Executive Officer’s review
Market leadership and greater
operational efficiency provide
growth opportunities
Data source: BRG Building Solutions, Europe excluding Russia
and Belarus.
Stelrad Group plc Annual Report 20256
Strategic initiatives enable above‑market
growth through product mix
Market leadership also means we are well positioned
to both drive and benefit from long-term structural
trends of premiumisation and decarbonisation within
our markets. Both of these trends will underpin future
demand for higher-margin, higher added-value products,
enabling both above-market growth and further margin
progression.
Premiumisation, the increased customer demand for
premium steel panel and designer radiators, remains a
key trend and opportunity in our industry, particularly in
core territories such as the UK where premium steel panel
penetration is currently low.
Although the total volume of premium panel radiators
decreased by 1.6% to 271k units sold (2024: 276k), reflecting
ongoing economic uncertainty, this was at a rate lower
than the decline in overall volume.
As a result, in 2025, continued progress in our three-pillar
strategy to drive adoption of higher-margin and value-added
product ranges though leveraging Stelrad’s trade
strengths, optimising distribution channels and boosting
Stelrad’s consumer appeal, delivered a record level of 6.4%
premium steel panel mix of total steel panel volume.
Heating system decarbonisation remains a structural
tailwind for us, particularly following the implementation
of Part L of the UK building regulations. Reflecting this,
and for a third consecutive year, in 2025 there was a
further increase in the heat output of the UK average
radiator size sold, up 1.5% versus 2024.
The Group has a clear, three-pillar strategy for
decarbonisation growth, which consists of promoting
and developing our range of high-output conventional
radiators, developing hybrid heat emitters and introducing
electric radiators into core markets.
In the UK since 2022, Stelrad’s combined sales of high-output
conventional and electric radiators have increased by
33% per annum and, at the beginning of 2026, the Group
launched our ThermoBreeze hybrid heat emitter into
mainland European markets.
Embedded operational excellence driving
continued progress
In tandem with our strategic initiatives, embedding
operational and commercial excellence has been a key
driver of earnings growth throughout the current market
cycle. Over the last three years, we have embedded an
array of cost initiatives across all of the Group’s sites,
positioning us to benefit from a market recovery and the
ensuing increase in volumes with a minimal increase in
the Group’s fixed cost base.
Prior to the year end, and following the earlier
restructuring of our Turkish operations, we restructured
our Danish business to further enhance future operational
margins in 2026 and beyond, while maintaining our
flexible, low-cost manufacturing capability and capacity
within these operations.
As detailed in the Group’s interim results in August 2025,
we took significant steps to restructure our European
operations, particularly in Radiators SpA. This included
the decision to terminate all supply under a loss-making
contract for steel panel radiators. The exit from this
contract has been margin-enhancing at a Group level in
the first months of 2026.
We continue to work to reposition the focus of the
Radiators SpA business on electrical and designer
products – the key ranges that underpinned the strategic
rationale for our acquisition in 2022, with Radiators SpA
continuing to provide increased access to new channels to
markets, particularly in European territories.
These proactive margin management and cost reduction
activities across our manufacturing sites, alongside our
strategic initiatives to drive a more favourable product
mix, resulted in an adjusted operating profit for the
year of£32.5 million, an increase of 3.0% or £1.0 million
(2024: £31.5 million). With the resulting exceptional items
totalling £14.9 million, including non-cash impairment
charges of £12.6 million, statutory operating profit reduced
to £17.5million (2024: £31.4 million).
We continue to assess opportunities to improve the
Group’s competitive position and operational efficiency.
Outlook
The Board is confident in Stelrad making further progress
in the current financial year, underpinned by the Group’s
competitive advantages, leading market share positions
and strategic initiatives.
Trading in the early months of the financial year has been
in line with management expectations. The Group’s end
markets are stable, but market demand remains subdued,
and we expect this to continue for at least the first half of
2026. In the meantime, the Group continues to leverage
operational opportunities to optimise future growth
andprofitability.
Whilst there remains a level of uncertainty around the timing
of a wider market recovery, we remain confident in the
attractiveness of our markets, underpinned by long-term
structural growth drivers, and the opportunities that a
market recovery present for a stronger, simpler Stelrad.
Our leadership across the range of markets where we
operate positions the Group well to continue to drive
the adoption of higher-margin, value-added products,
including premium steel panel radiators and the higher
heat output, hybrid and electric radiators particularly
suitable for low and zero carbon heating systems.
Moreover, the Group’s market leadership in Europe,
low-cost manufacturing footprint and outstanding
customer proposition are expected to provide
opportunities for further market share gains, enabling
Stelrad to maximise its exposure to future growth across
end markets.
Trevor Harvey
Chief Executive Officer
13 March 2026
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 7
An attractive market opportunity,
with positive underlying dynamics
and a significant installed base
Stelrad’s strong distributor and
specifier relationships provide
unrivalled market access
Across its core markets, Stelrad has strong, long-term
relationships with all major distributors, retailers and key
specifiers, including housing developers, contractors and
installers, creating high barriers to entry for competitors.
The Group has a strong track record for identifying
emerging distribution trends and capitalising on this
potential through Stelrad’s powerful multibrand strategy.
» Read more about our stakeholder engagement on page 20
Data source: BRG Building Solutions, Europe excluding Russia and Belarus.
Hydronic heating systems
dominate the market
Replacement demand underpins and drives the European
heating market. Hydronic systems, which function
through water circulation, currently represent 92% of
home heating installations. As a result, hydronic heat
emitters dominate the European market and are expected
to do so in the future. As the most popular hydronic heat
emitter, steel panel radiators will be a key enabler of the
transition to low-carbon, low-temperature heating systems.
In 2024, hydronic systems
accounted for 92% of European
residential heating
261m
homes with central heating
92%
hydronic
radiators
Steel panel radiators represented
65% of European hydronic heat
emitter volume in 2024
28m
heat emitters sold in 2024
65%
steel panel
radiators
Stelrad is well positioned for growth
as markets recover. Market leadership, a
strong emphasis on customer service
and product availability and a flexible,
well-invested, low-cost operational
platform will drive the Group’s future
growth in a market underpinned
by significant long-term
replacement demand and
the key structural growth
drivers of increasing
premiumisation and home
heating decarbonisation.
Trevor Harvey
Chief Executive Officer
» Read more about our market
opportunity in our strategic
summary on page 17
Market overview
Stelrad Group plc Annual Report 20258
Market trends
Three key macro trends
Trend
Over the past ten years, replacement demand has,
on average, represented 56.4% of European steel panel
radiator market volume, excluding Russia. In 2024,
this fell to 52.8%, as the challenging macroeconomic
environment continued to impact household spending
negatively. By 2028, replacement demand is forecast
to rise to 57.5% share, growing at a faster rate than
residential new build, the secondary market volume
driver, which represented 25.9% share in 2024.
Trend
The long-term fundamentals for premium steel
panel and other designer radiators remain positive.
As economic conditions improve, increased consumer
focus on home design has the potential to drive
profitable growth in higher added-value products.
This is particularly true in the UK, which has low levels of
premium steel panel penetration compared to Stelrad’s
other core countries. Across mature European markets,
an increase in home heating system renovation is
forecast, driven by heat source decarbonisation.
Trend
Accelerating demand for decarbonised heating systems
will gain increasing momentum over the longer term.
Whilst the recent economic backdrop has led some
governments to delay more ambitious shorter-term
initiatives, long-term net zero targets remain unchanged.
These will drive the installation of higher output,
higher value conventional radiators alongside hybrid
assisted-convection heat emitters. Electric heat emitter
volume is also likely to grow, as renewable energy sources
deliver lower cost electricity and electricity prices become
increasingly decoupled from those of fossil fuels.
Replacement
Primary volume driver
Decarbonisation
Long-term demand driver
Premium and designer radiators
Profitable growth potential
Opportunity
Adapting to evolving routes to market, Stelrad
continues to develop multichannel, retail and online
channels to complement the Group’s historically strong
position with traditional trade distributors. In both cases,
Stelrad’s position of scale, strong brands, high levels
of specification and well-invested logistics capability
places the Group effectively to capitalise from future
market recovery. Close relationships with new build
residential specifiers also position Stelrad well for
longer-term growth as economic conditions improve.
Opportunity
2022’s acquisition of Radiators SpA provided Stelrad
with a comprehensive manufactured range of designer
products to complement the Group’s comprehensive
premium steel panel offer. Leveraging Stelrad’s unrivalled
channel access in our core markets is enabling profitable
growth beyond the Group’s traditional steel panel product
portfolio. In the UK market, Stelrad has a significant
opportunity to leverage its strong leadership position to
develop sales of premium steel panel and other designer
radiators through both trade and online channels.
Opportunity
With a clear focus on promoting high-heat output
conventional radiators, developing hybrid products
for low-temperature systems and introducing electric
ranges into core markets, Stelrad’s product development
strategy positions the Group effectively for profitable
growth as the market develops. Coupled with Stelrad’s
position as a trusted adviser to heating system specifiers,
this approach will enable the Group to influence the
selection of heat emitters appropriate for low and zero
carbon heating systems, whether hydronic or electric.
1.4bn
estimated installed base ensures long‑term
demand for hydronic radiators
53%
of 2024 steel panel volume was
replacement demand
71.7%
growth in Stelrad designer radiator volume
since 2019
14.3%
Stelrad designer mix in 2025
80%
of 2050’s building stock
already exists today
92%
of existing homes have hydronic
heating systems
1 2 33 3 4
Growing market share Improving product mix Optimising routes to market Positioning effectively for decarbonisation Data source: BRG Building Solutions, Europe excluding Russia and Belarus.
Links to strategy
1 2 3 4
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 9
Our business model
Stelrad’s resilient business model drives
sustainable long-term stakeholder value
Brand strength
As the leading European steel panel radiator brand,
Stelrad is at the heart of the Group’s powerful
multibrand strategy. Stelrad’s strong brand portfolio
enables the Group to optimise channels to market
and to maximise specifier access in all segments.
Product availability
Aiming to provide best-in-class lead times, Stelrad has
the largest radiator distribution centres in the UK and
mainland Europe, with respective capacities of 350k
and 200k units, and our customers are further supported
by additional regional distribution hubs. With trade
distributors and retailers reducing stockholding levels, this
provides Stelrad with significant competitive advantage.
Range innovation
Stelrad pioneered premium steel panel radiators, offering
a unique combination of design aesthetic, ease of
installation and value for money. The Group has achieved
high levels of market penetration in Western Europe and
has a clear objective to expand the under-developed UK
market. Acquiring Radiators SpA in 2022 added electric,
hybrid and dual fuel heat emitters suitable for low and
zero carbon heating systems to Stelrad’s portfolio.
Standardised core design
The Group’s core steel panel radiator design is used in all
standard and premium steel panel ranges produced in
the
Çorlu
, Mexborough and Nuth facilities. This ensures
high quality levels at the lowest possible cost by enabling
production flexibility, cost efficiency and risk mitigation.
People
Stelrad has a lean organisation of 1,300 full-time
employees and the most stable and experienced
management team in the industry, with an average
of 18 years’ experience.
International network
Benefiting from a manufacturing, distribution
and sales and marketing presence across the vast
majority of key global radiator markets, Stelrad
endeavours to provide exceptional technical, logistical
and commercial support for specifiers, distributors,
retailers, contractors, installers and consumers.
Brands
Stelrad has a portfolio of strong brands, each with
long-established and loyal customers. Stelrad is the
number one European steel panel radiator brand. Henrad
and Termo Teknik are leading, industry recognised steel
panel radiator brands, whilst the DL Radiators brand is
known for technical innovation across a range of heat
emitter technologies. Hudevad is a premium Danish
design brand favoured by specifiers in the profitable
commercial and high-end residential sectors.
Operational assets
Stelrad has a flexible, well-invested, efficient and
low-cost Group operational platform, following our
recent five-year investment programme focusing on
manufacturing automation and logistics infrastructure
and the integration of Radiators SpA’s multi-product
manufacturing facility.
What makes us differentOur resources
Driving better environmental performance is a core
element in Stelrad’s strategy. We innovate to provide
an appropriate, coherent heat emitter offer for low
and zero temperature heating systems regardless
of heat source and engage with our value chain to
minimise environmental impact, using our position
of influence to encourage positive behavioural
changes from heating system specifiers.
How we create value
Package
Design and
innovate
Recycle
and reuse
ManufactureDistribute
Source
Engage,
educate and
influence
Formulate
strategy
Stelrad Group plc Annual Report 202510
Shared value
People
Our people are fundamental
to delivering our strategy
and driving Stelrad’s future
performance. We aim to be a
responsible employer, providing
a safe and attractive place to
work, offering competitive
pay, attractive benefits and
continuous investment
in training.
Customers
Trusted relationships with our
customers and high standards
of business conduct are critical
to Stelrad’s performance.
At all times, we strive to build
and strengthen these key
relationships and conduct
business professionally and
with integrity.
Suppliers
Our suppliers are intrinsic to our
business performance. Stelrad’s
fully integrated supply chain
ensures security of supply and
speed to market, driving both
quality and competitiveness
and ensuring the full support of
our suppliers as we pursue our
sustainability initiatives.
Investors
Helping investors understand
our business model, strategy
and sustainability initiatives
through providing balanced and
understandable information is
key to their engagement and
motivation to support future
investment opportunities and
is fundamental to meeting our
regulatory requirements.
Communities and
the environment
Striving to make a positive
impact in its local communities,
Stelrad has clear ESG initiatives
in each main operational
territory. Aware of the Group’s
impact on the environment, this
represents a critical part of our
decision making and business
planning process.
Helping to heat
homes sustainably
Consistent with our core
purpose, helping to heat homes
sustainably, Fit for the Future is
Stelrad’s sustainability framework.
It sets out our approach to
delivering both our business
strategy and our sustainability
commitments to stakeholders
and the environment. It reflects
Stelrad’s vision of the significant
role we can play in the transition
to a low – and ultimately zero –
carbon heating industry.
» Read more about our ESG priorities
on page 26
Driving better
environmental performance
Stelrad recognises the urgent
need to reduce emissions and
manage resources efficiently.
We are committed to reducing
our environmental footprint
by focusing on energy and
material usage, the lifecycle
impact of our products and the
decarbonisation of heating. We
innovate to introduce products
as part of a coherent offer for low
and zero carbon systems. We
strive to understand and quantify
our impacts, reducing the
environmental impact of the raw
materials we use and targeting
improvements as part of a long-
term net zero journey.
Enabling an
exceptional workforce
Our people are fundamental
to the success of our business
and we are proud of the culture
of collaboration and teamwork
at Stelrad. We are passionate
about providing a workplace
fostering an inclusive, encouraging
environment, where everybody can
thrive and contribute to the Group’s
future growth. We support all areas
of our workforce, with particular
focus on employee engagement,
training and development,
wellbeing and diversity and
inclusion. Outside of our business,
we invest in community initiatives
tailored to local needs across our
different geographical sites.
Conducting
business responsibly
Underpinning all that we do is
Stelrad’s foundational principle of
conducting business responsibly.
As well as the fundamental
principles of international labour
standards and human rights, we
are guided by a strong business
culture and a clear set of values,
overseen by the Board. Our
strengths in corporate governance,
safety, supply chain management
and labour standards drive
progress in sustainability and
corporate strategy. Our number
one priority is to keep employees
and contractors safe and healthy
and we aim for zero harm across
all our operations.
ESG – Fit for the Future
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 11
Our strategy
Growing market share Improving product mix
Links to risks
1
2
3
4
5
6
7
8
9
Links to risks
1
2
3
4
5
6
1 2
Strive for cost leadership
Now
• Stelrad has a position of scale as
Europe’s #1 radiator manufacturer.
• The Group has invested for cost
leadership, having recently upgraded
all manufacturing facilities, including
its low-cost Turkish operation.
Future
• Stelrad will leverage its cost-leading
multi-site manufacturing platform
for profitable growth.
• Smaller, higher-cost competitors
likely to exit the market.
Selectively target share growth
in key geographic markets
Now
• Market leader in six countries.
• Top 3 position in twelve more.
Future
• Stelrad will further develop
relationships with established players
in core geographies.
• The Group will continue to leverage its
strong brands and adapt to evolving
routes to market.
Provide market‑leading
product availability
Now
• Standardised core product design
facilitates operational flexibility and
contingency planning.
• Market-leading UK and European
distribution centres provide
best-in-class logistics.
Future
• Stelrad will maximise the benefits of
product availability in its distribution
centres to displace competitors
as distributors seek to reduce
inventory levels.
• To expand the market for higher
added-value ranges, the Group will
increase availability for premium steel
panel and other designer radiators.
Act as a market consolidator
Now
• Stelrad is a long-term player of scale
and a proven market consolidator.
Future
• The Group will maximise opportunities
for share gain as continued challenging
market conditions increase pressure on
the profitability of smaller competitors.
• As competitors exit, Stelrad will gain
share either through organic gains
or by acquisition.
Accelerate upselling to
premium steel panel and other
designer products
Now
• In 2025, Stelrad’s mix of higher added-
value designer radiators was 14.3%.
• This represents an increase of 6.8 ppts
since 2019.
Future
• Stelrad is well positioned for profitable
growth as European radiator
markets recover.
• Underlying growth trend for
designer radiators is anticipated to
accelerate mix improvement over the
longer term.
• The Group will continue to leverage its
brand strength and leading market
positions to expand the market for
designer radiators.
• A key focus is the UK, where premium
steel panel penetration is at low levels
relative to the European average.
Pursue complementary
acquisition opportunities
Now
• Stelrad acquired Radiators SpA in
2022 and Danish premium design
brand Hudevad in 2018.
• The Group has a significant presence
in higher added-value designer
radiator categories.
• Driven by ongoing cost-of-living
pressures, this fragmented category
has experienced greater relative
volume decline compared to higher
volume products like standard steel
panel radiators.
• Designer radiator producers
without a position of scale in high
volume radiator manufacturing face
additional profitability pressures.
Future
• Stelrad will maximise designer
radiator sales across all core
markets, through its expanding
and well-established sales and
distribution network.
• Commercial pressure on smaller
designer radiator manufacturers may
provide acquisition opportunities.
Business disruption
1
Customers
2
Loss of competitive advantage
3
IT failure or cyber breach
4
Climate change
9
People and culture
6
Health and safety
7
Political and economic environment
8
Supply chain risk
5
Stelrad Group plc Annual Report 202512
Optimising routes to market Positioning effectively for decarbonisation
Links to risks
1
2
3
4
5
6
Links to risks
1
3
5
8
9
3 4
Adapt quickly to
channel evolution
Now
• Stelrad’s multibrand strategy has
enabled the Group to manage the
evolving dynamics of market channel
evolution effectively.
• Stelrad continues to maintain
unrivalled access to all routes to
market, including the traditional
trade distribution model, but is also
demonstrating growth through DIY
and retail outlets.
Future
• Stelrad will continue to maintain and
develop close customer relationships
in all core geographies.
• The Group will continue to invest
in its leading brands to maximise
profitable growth as routes to market
evolve and the distribution channel
consolidates.
• Stelrad will continue to develop sales
through leveraging improved access
to DIY and other retail channels.
Embrace digital transformation
Now
• Stelrad has developed profitable UK
sales through online channels and
with multichannel players.
• Group sales in these channels are
strongly orientated towards higher
added-value designer radiators.
• Stelrad has invested in Building
Information Modelling ("BIM") and
specification databases for building
products to ensure consulting
engineers and architects can easily
access the technical data needed to
incorporate the Group’s heat emitters
into their designs.
Future
• Stelrad will continue to develop
digital capability and invest in
its online presence, developing
awareness of the Group’s leading
brands with all potential specifiers
and installers, regardless of their
preferred market channel.
Maximise sales of
products compatible with
low‑temperature systems
Now
• Challenging economic conditions
have slowed momentum on
decarbonisation but long-term
targets remain unchanged.
• However, particularly in new
housing, legislation to decarbonise
heat sources is already driving a
requirement for higher output heat
emitters compatible with low-
temperature systems.
Future
• With a significant installed base
and long replacement cycles, the
full impact of decarbonised heating
systems will positively impact the
heat emitter market for decades.
• As markets recover, decarbonisation
initiatives must be accelerated in order
to meet long-term commitments.
• To provide appropriate products for all
decarbonised heat sources Stelrad will
leverage its technological capabilities
in conventional, hybrid and electric
heat emitters.
• Stelrad’s brand strength, channel
access and operational infrastructure
position the Group effectively to play a
pivotal role in helping to heat homes
sustainably.
Develop products appropriate
for low‑temperature and
decarbonised systems
Now
• In 2025, Stelrad continued to develop
its higher output hydronic portfolio.
• The Group expanded its electric
product offer, notably in the UK.
Future
• Stelrad’s product development
strategy positions the Group
effectively for profitable growth
in line with longer-term market
development.
• Stelrad will innovate to promote
high output conventional radiators,
develop hybrid products for low-
temperature systems and introduce
electric ranges across its core markets.
» Read more in the Sustainability section
on page 25
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 13
Strategy in action
Growing market share
1
In 2024, Stelrad was number one in the European
hydronic radiator market and consolidated its leadership
of the steel panel radiator market, according to the
latest available data.
Stelrad is outperforming its traditional
competitors
The Group’s steel panel market share increased to a
record level of 24.2%, a 0.1 ppts’ improvement compared
to 2023. This was despite the UK and Turkey, both core
markets for Stelrad, representing a smaller share of total
European geographic mix in 2024.
Number 1 in six countries and top 3 in
twelve more
In 2024, Stelrad maintained a top 3 position in
18 countries. Stelrad is market leader in the UK, the
Netherlands and Denmark, with around 50% share
and the Group was also number one in France,
Belgium and Ireland.
Data source: BRG Building Solutions, Europe excluding Russia and Belarus.
Supplier of choice
regardless of
market conditions
Stelrad Group plc Annual Report 202514
Data source: BRG Building Solutions, Europe excluding Russia and Belarus.
During a challenging
period of sustained
volume downturns,
Stelrad has firstly gained
and then consolidated
market leadership,
positioning the Group
effectively for growth
as markets recover.
Trevor Harvey
Chief Executive Officer
Denmark
#1
market position
In 2024, Stelrad’s Danish market share
increased by 0.9 ppts versus 2023 and
reached 49.8%. Since 2022, and driven
entirely by organic growth, the Group has
delivered 2.5 ppts share gain.
The Netherlands
#1
market position
Stelrad’s market share in the Netherlands
increased by 1.6 ppts in 2024, up to
49.2%. Also driven by organic growth, the
Group’s market leading share position has
increased by 5.6 ppts since 2022.
Belgium
#1
market position
In 2024, Stelrad’s share in Belgium was
43.1% and demonstrated significant
growth of 9.4 ppts relative to the prior
year. Distributor consolidation of radiator
suppliers was a key factor in driving the
Group’s organic share growth.
43.1% ↑ 9.449.2% ↑ 1.649.8% ↑ 0.9
2024
2023
2022
2024
2023
2022
2024
2023
2022
Europe
#1
market position
In 2024, Stelrad’s share of the European
steel panel radiator market, excluding Russia,
reached a record level of 24.2%. Driven by
both organic gains and 2022’s Radiators
SpA acquisition, share has increased by
1.9 ppts since 2022.
Stelrad’s 10 core countries
#1
market position
In its ten core geographic markets, Stelrad
increased share in 2024 by 0.2 ppts
compared to the prior year, from 28.3%
to 28.5%. The Group’s focused growth
strategy has driven 2.2 ppts’ share gain
since 2022.
UK
#1
market position
At 52.1% in 2024, Stelrad’s highest
share position is in the UK, Europe’s
largest market. The Group’s 2024 share
was 0.6 ppts higher than in 2022 and has
been in excess of 50% since 2020.
52.1% ↓ 0.528.5% ↑ 0.224.2% ↑ 0.1
2024
2023
2022
2024
2023
2022
2024
2023
2022
52.1%
52.6%
51.5%
28.5%
28.3%
26.3%
24.2%
24.1%
22.3%
43.1%
33.7%
35.3%
49.2%
47.6%
43.6%
49.8%
48.9%
47.3%
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 15
Strategy in action continued
Improving product mix
2
Recovering markets offer
long‑term potential
Increased consumer focus on home design as
economic conditions improve has the potential
to drive growth in higher added-value premium
and designer radiators. This is especially true in the
UK, which has low penetration levels compared
to Stelrad’s other core markets.
Clear strategy for profitable growth
The Group’s market leadership position provides
a platform to capitalise on this key structural growth
opportunity. To achieve profitable growth over the
long term, Stelrad has a clear three-pillar strategy to
leverage its trade strengths, boost its brands’ consumer
appeal and optimise its routes to market.
Record 2025 performance
Stelrad’s focus on improving designer radiators’ share
of the mix has resulted in significant growth over the
last ten years. Despite challenging market conditions in
2025, the premium steel panel share of total steel panel
radiator volume reached a record high of 6.4%, driven
by gains in Germany, the Netherlands and Belgium.
Designer radiators
represent a significant
opportunity
Stelrad Group plc Annual Report 202516
The Group is well positioned for
profitable, sustainable growth
Strategic summary
Attractive market
opportunity
261m
homes in Europe with
central heating
92%
have hydronic
heating systems
1.4bn
hydronic heat emitters
currently installed
65%
steel panel radiator
volume share of European
hydronic heat emitter
market in 2024
Significant long‑term
replacement market
regardless of heat source
Replacement
market recovery
VOLUME DRIVER
Flexible, lowest‑cost
manufacturing
Growing
market share
1–2%
market share
improvement
>£21.0
contribution
per radiator
13%
operating
profit margin
>90%
operating cash
flow conversion
>30%
return on
capital employed
Improving
product mix
Optimising
routes to market
Positioning effectively
for decarbonisation
Increasing
premiumisation
MARGIN DRIVER
Leading customer service
and product availability
Drive for
decarbonisation
MARGIN AND
DEMAND DRIVER
Leading competitive
position
Sustainable competitive
advantages
Key structural
growth drivers
Clear, consistent
strategic objectives
Key medium‑term
targets
Data source: BRG Building Solutions, Europe excluding Russia and Belarus.
» Read more on page 9
» Read more on page 9
» Read more on page 9
1
2
3
4
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 17
Measuring and analysing the Group’s performance
Revenue
£279.6m
Adjusted operating profit
£32.5m
Links to strategy
1
2
3
4
Description
The Group generates revenue from three
operating segments: the UK & Ireland,
Europe, and Turkey & International.
Revenue arises from the sale of products
to consumers and represents the gross
invoiced sales less credit notes and rebates.
Performance
Revenue declined by £11.0 million or
3.8% mainly due to a decrease in sales
volumes of 4.3%, partially offset by the
impact of selling price increases and
product mix improvements.
Links to strategy
1
2
3
4
Description
Adjusted operating profit is the Group’s
key profit measure to show performance
from operations.
Performance
Adjusted operating profit increased by
3.0% despite lower sales volumes, as a
result of proactive margin management
and cost reduction activities across its
manufacturing sites, enhanced product
mix, strong fixed cost control and
structural currency benefits.
After including exceptional items of
£14.9million, operating profit for the year
was £17.5 million (2024: £31.4 million).
2023
2024
2025
2022
£290.6m
£279.6m
£316.3m
£308.2m
2021
£272.3m
2023
2024
2025
2022
£31.5m
£32.5m
£34.0m
£29.3m
2021
£33.2m
Adjusted EPS
13.08p
Links to strategy
1
2
3
4
Description
Adjusted EPS is the adjusted profit for
the year of the Group per share in issue.
Performance
Adjusted EPS increased marginally in
the year due to an increase in adjusted
operating profit of 3.0% and reduced
interest charges offset by increased tax
costs, which are affected by a 5% increase
in the withholding tax charges applied
to dividends received from Turkey during
2025 and the country mix of profits.
Free cash flow
£20.5m
Links to strategy
1
2
3
4
Description
Free cash flow shows the cash available
to make distributions to shareholders.
Performance
The Group’s free cash flow for the year was
£20.5 million (2024: £9.6 million), an increase
of £10.9 million. This reflects improved
working capital movements, reduced capital
expenditure and reduced interest paid
year on year, partially offset by increased
income tax paid. Selective investments in
working capital have been made in the year
to enhance customer relationships in the
UK market; however, these have been offset
by more beneficial payment terms due to a
change of steel suppliers.
2024
2025
2022
2023
13.05p
13.08p
19.11p
13.62p
2021
16.92p
2024
2025
2023
£9.6m
£20.5m
£17.8m
2021
£10.9m
2022
£12.7m
Management considers a variety of financial and non-financial measures when analysing the Group’s performance,
and the Directors believe that each of these measures provides useful information with respect to the Group’s
business and operations. With the exception of revenue, these are alternative performance measures.
(1)
Growing market share Improving product mix Optimising routes to market Positioning effectively for decarbonisation
1 2 3 4
Key performance indicators
Stelrad Group plc Annual Report 202518
(1) The Group uses some alternative performance measures to track and assess the underlying performance of the business. Alternative performance measures are defined in the glossary
of terms on page 149 and reconciled to the appropriate financial statements line item in note 32. Note 32 also outlines the limitations of using alternative performance measures.
Contribution per radiator
£20.50
Links to strategy
2
4
Description
The value of contribution generated
per radiator sold.
Performance
Contribution per radiator has increased by
1.7%, supported by continued operational
control, proactive margin management
initiatives and cost reduction activities,
as well as the price benefit of larger
radiators sold.
Return on capital employed
30.1%
Links to strategy
1
2
3
4
Description
Return on capital employed is adjusted
operating profit as a percentage of
business capital employed.
Performance
Return on capital employed increased
to 30.1% in the year. This improvement
is due to a 3.0% increase in adjusted
operating profit and also due to an
impairment of assets.
2024
2025
2022
2023
£20.15
£20.50
£16.01
£18.09
2021
£13.74
2024
2025
2022
2023
27.1%
30.1%
27.3%
25.5%
2021
46.5%
2023
2024
2025
2022
4,823k
4,617k
5,404k
5,121k
2021
5,952k
2023
2024
2025
2022
6.3%
6.4%
6.0%
6.2%
2021
6.0%
Total radiator volumes sold
4,617k units
Total premium panel radiator volumes sold
as a proportion of total steel panel volume
6.4%
Links to strategy
2
Description
The proportion of premium panel sales
volumes to total steel panel volume across
all geographical markets. Premium panel
radiators include vertical radiators and
are differentiated from standard steel
panel radiators by their higher margin
and design. Increasing premium panel
penetration will enhance the profitability
ofthe Group.
Performance
The proportion of premium panel sales
tototal steel panel volume increased
by0.1ppts to 6.4% year on year.
Links to strategy
1
3
Description
The sales volumes of radiators across
all geographical segments in the
reporting period.
Performance
Volumes decreased by 4.3% in the year as
a result of ongoing challenges in RMI and
new build markets, with high interest rates
and inflation suppressing activity.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 19
Stakeholder engagement
We are
committed to
engaging our
stakeholders in
all aspects of
our strategic
vision
The Board of Directors of Stelrad Group plc, both
individually and together, considers that it has acted
in good faith and in a way that would be most likely to
promote the long-term success of the Group and Company
for the benefit of its members as a whole (having regard
to the stakeholders and matters set out in s172(1)(a–f) of
the Act) when making decisions during the year ended
31 December 2025.
» Read more about how stakeholders were taken into account in
decision making on page 62
Customers
Their material priorities
• Availability of a wide range of products and services
on time and at competitive prices.
• Online capability and ease of access to products.
• Provision of responsibly sourced, energy
efficient options.
• Integrity and professionalism.
How we engage
• We engage closely with our customers to ensure that
we deliver the highest-quality customer service and
a product range that meets existing and developing
customer expectations.
• We have invested heavily in our online trading
capacity and in our customer service departments.
• We participate in industry forums, exhibitions,
customer events and product launches.
Outcomes
• Continued customer satisfaction and loyalty.
• Establishment of long-term partnerships.
• Successful and mutually beneficial product
development as we transition to zero carbon
heating systems.
Editors’ “Green” event, Kew Gardens
At a media event at Kew Gardens, Stelrad gave
editors working in the heating industry and in
the kitchen, bathroom and electric sectors an
update on the radiator marketplace and the
Company’s plans for the immediate future. As the
Government strives for zero carbon and a greener
future, businesses are meeting the challenges of a
future increasingly dominated by low-temperature
renewable heating systems.
Chris Harvey, Marketing Director, commented:
“Itwas a great event and an opportunity to get in
front of a group of editors who are highly influential
in the heating sector and whose media outlets
reach well in excess of a million people across the
UK. We enjoy a high level of credibility, having
developed relationships over 20 years. It’s in part
down to these relationships that we are the number
one radiator manufacturer not just in the UK but
across mainland Europe.”
» Read more about how we are improving product mix
on page 12
Stelrad Group plc Annual Report 202520
People
Their material priorities
• A company with a strong sense of purpose that
lives by its values.
• A culture where people are rewarded and can
thrive with opportunities for training, development
and progression.
• A diverse and inclusive work environment, where
health, safety and wellbeing are valued.
How we engage
• Our recognition and reward programmes offer
competitive pay and attractive benefits.
• Training is provided to enable employees to
continuously develop and enhance their skills.
• Engagement programmes provide an opportunity
for employees to provide feedback.
• Strong collaborative relationships are maintained
with our trade unions and employee representatives.
• Regular internal newsletters facilitate information
sharing between employees and teams.
• Board members visit operating sites and attend
meetings with employees from across Europe to hear
their views.
• An anonymous whistleblowing scheme enables
concerns to be reported.
• The Group’s Code of Conduct and Equality, Diversity
and Inclusion Policy set out the Group’s values and
priorities in these areas.
Outcomes
• Improved level of engagement, lower absence rates
and higher retention rates.
• Development and improvement of skills throughout
the workforce.
• Improved awareness and support for health and
wellbeing issues.
• High standards of health and safety performance are
maintained.
• Clear, relevant and timely communications to
all employees.
• Knowledge sharing, process improvement,
development of initiatives and management buy-in
across the business.
Maintenance multi‑skilling,
driving efficiency and growth
Maintenance multi-skilling demonstrates our
longstanding commitment to evolving not only
our engineering roles, but our entire workforce
beyond traditional boundaries. Multi-skilling and
upskilling our maintenance engineers are powerful
ways to optimise resources, boost efficiency and
maximise asset uptime.
Multi-skilled engineers are trained across multiple
disciplines, enabling them to:
• diagnose faults quickly;
• carry out remedial work; and
• perform root cause analysis to prevent reoccurrence.
The impact of multi-skilling is already clear:
• increased technical skills and knowledge;
• motivated, engaged staff with improved retention;
• formal targeted training aligned to
business needs;
• stronger teamwork and communication
across disciplines;
• focused training budget; and
• continuous improvement and higher
employee satisfaction.
» Read more about our workforce in our Sustainability Report
on page 30, in particular our spotlight on skills development
» Read more in our spotlight on safety days on page 32 of our
Sustainability Report
» Metrics and targets covering training and development,
labour practices, workforce characteristics and health
and safety are reported on pages 39 and 40 of our
Sustainability Report
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 21
Stakeholder engagement continued
Suppliers
Their material priorities
• Consistent and reliable demand for their
products from a partner they can trust.
• Long-term collaboration to build strong,
lasting relations.
• Clear and timely communication and engagement.
How we engage
• Our operational teams maintain ongoing
dialogue with our suppliers to build strong,
long-term relationships.
• Engagement with suppliers is primarily through
a combination of day-to-day interactions and
formal review meetings and audits. Key areas
of focus include innovations, product development,
health and safety and compliance with our
ethical standards.
• We partner with key suppliers to develop initiatives
for innovative solutions and collaborate as
appropriate on product development.
• Timely payment of suppliers is a key element of the
relationships with our suppliers.
Outcomes
• Stable sourcing, product quality and
competitive pricing.
• Long-term partnering, reducing supply
chain volatility.
• Fair payment terms.
• Support of our ESG initiatives.
Supplier spotlight
Commenting on our relationship, one of our top tier
suppliers recently said:
“We have enjoyed a strong and lasting partnership
based on mutual trust, reliability and shared values
for more than 20 years.
“Over the decades, we have had the pleasure
of supplying a wide range of products to the
plumbing and heating industry. As markets
and technologies have evolved, so too has our
collaboration, expanding from standard products
to customised solutions and bespoke packaging
designed to meet specific requirements.
“What truly defines our relationship is the spirit of
co-operation and confidence that has developed
between our companies. We deeply appreciate the
professionalism and open communication that have
always characterised our work together.
“We see our partnership as more than just a business
relationship; it is a genuine collaboration built on
respect and trust, and we are proud to continue it
into the future.”
» Metrics and targets covering business and supply chain ethics
are reported on page 40 of our Sustainability Report
What truly defines our relationship
is the spirit of co-operation and
confidence that has developed
between our companies.
Supplier
Stelrad Group plc Annual Report 202522
Investors
Their material priorities
• Financial performance and growth that maximise
shareholder returns in a responsible way.
• A clearly communicated strategy and
business model.
• Appropriate and considered decision making that
is in the long-term interest of the Group.
How we engage
• Executive Management engages at results
presentations, the Annual General Meeting, Capital
Markets Events and investor roadshows.
• Executive Management also maintains an open
dialogue with shareholders and potential investors
to ensure that their views are considered and
factored into key decisions taken by the Board.
• Shareholder and investor feedback and details of
significant movements in our shareholder register
are monitored and reported to the Board on a
regular basis.
• The corporate website includes a dedicated
investor section.
Outcomes
• Maximising demand for the Group’s shares.
• Support for investment opportunities,
including potential acquisitions or capital
investment programmes.
Stelrad site visit
Stelrad Group plc’s brokers, alongside a group
of institutional investors, visited the Yorkshire
manufacturing site in December 2025.
An attendee commented:
“Hosted by Trevor Harvey and Leigh Wilcox,
the visit offered a valuable opportunity to gain
deeper insight into Stelrad’s operations, strategic
vision and leadership in radiators.
“As a stock covered by our research team, it was
particularly valuable to see first hand how Stelrad
continues to deliver quality and diverse heating
products – from traditional and panel radiators to
its growing electric radiator and speciality outputs."
As a stock covered by our
research team, it was particularly
valuable to see first hand how
Stelrad continues to deliver
quality and diverse heating
products – from traditional
and panel radiators to its
growing electric radiator and
speciality outputs.
Attendee
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 23
Stakeholder engagement continued
Communities and the environment
Their material priorities
• Business operations that respect the environment
and biodiversity.
• Benefiting from a positive impact upon the
communities in which we operate.
• Support for local and national causes.
• Benefiting from a successful and sustainable
business that respects people and the planet.
How we engage
• We engage with the community through local
activity at branch level, volunteering, giving charitable
donations and providing employment and work
experience opportunities.
• Our sustainability steering group and sustainability
working group identify and monitor initiatives to help
reduce the environmental impact of our business.
• We are dedicated to supporting customers with the
design of low-temperature heating systems.
Outcomes
• Support and development of local educational
institutions.
• Longstanding sponsorship of local sport clubs, regular
charitable events and fundraising.
• Cleaner and friendlier areas for the local communities.
• A long-term strategy for improving our impact on
theenvironment.
• Successful product development as we transition to
zero carbon heating systems.
Stelrad was delighted to take
part in National Manufacturing
Day, showcasing our products,
processes and people. National
Manufacturing Day gives us an
opportunity to open our doors
and to interact with students,
teachers and career advisers
allowing them to “get behind
the scenes of success”.
David Taylor
Group Operations Director
National Manufacturing Day
Following the overwhelming success of the three
previous National Manufacturing Days in 2022, 2023
and 2024, manufacturers up and down the country
celebrated the day on 25 September. Stelrad was
delighted to take part in this event organised by
manufacturing trade body Make UK and Work-Wise
Foundation.
The aim is to encourage all age groups to consider
the possibilities of a career in manufacturing, as well
as helping local communities understand more
about the businesses on their doorstep.
» Read more about our environmental performance in our
Sustainability Report on page 27, in particular our spotlights
on energy efficiency through maintenance and reducing
plastic packaging
» Metrics and targets covering energy and carbon, water
and waste and materials are reported on page 38 of our
Sustainability Report
Stelrad Group plc Annual Report 202524
Embedding sustainability,
accelerating progress
In 2025, we focused on practical initiatives that strengthen
our business while responding to the expectations of our
stakeholders. Throughout the year, we delivered targeted
improvements across our operations, products and
supply chain, while continuing to build the systems and
capabilities needed to sustain progress over the long term.
Addressing climate change remains central to our strategy.
During the year, we further developed our product portfolio
to support the transition to low-carbon heating and
enhanced the quality and transparency of environmental
data available to customers. Our portfolio of Environmental
Product Declarations now covers over two-thirds of branded
sales across the Group and more than 90% of products sold
in the UK. At the same time, we reduced the impact of our
own operations, with energy consumption decreasing by
2.3% and Scope 1 and 2 emissions reducing by 5.6%.
We made tangible progress in reducing the environmental
impact of our packaging. A redesigned system introduced
at Radiators SpA eliminated more than 2,000 kg of plastic
in 2025, while broader initiatives contributed to additional
improvements against our packaging metrics. In addition,
we evolved our use of lower-carbon steel, supporting
the wider decarbonisation of our supply chain and the
steel industry.
Our people and culture remain fundamental to our
progress, and we continue to invest in our workforce.
Training provision was maintained above our minimum
targets, with health and safety capability strengthened
through increased external training. Safety performance
improved at multiple sites, and a substantial reduction
in lost time incidents was achieved at our Termo Teknik
facility. Better yet, several Group facilities recorded zero
lost time incidents during the year.
We also strengthened our responsible business practices,
achieving EcoVadis Gold ratings in both the UK and the
Netherlands and reaching our target of auditing 75%
of our supplier base ahead of schedule. Together, these
actions reflect steady, disciplined progress as we continue
building a more sustainable business.
Trevor Harvey
Chief Executive Officer
13 March 2026
Sustainability report
Highlights of 2025
• Publication of additional Environmental
Product Declarations ("EPDs"), meaning
more than two-thirds of branded sales are
now supported by an EPD.
• Sending zero waste to landfill across the
Group, for which we were certified in the UK.
• Further expansion of our sustainable product
range, including the development and
launch of the ThermoBreeze range.
• Expansion of health and safety events and
the development of ten golden safety rules
(see page 32).
Next steps for 2026
• Refinement and embedding of our net zero
climate transition plan, including making
Scope 3 emissions modelling more robust.
• Continued implementation of our packaging
action plan, with expanded use of plastic
alternatives (see page 29).
Our core purpose
Helping to heat
homes sustainably
Underpinning foundations
Conducting business
responsibly
Strategic pillar
Driving better
environmental
performance
Strategic pillar
Enabling an
exceptional
workforce
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 25
Sustainability report continued
Our Fit for the Future framework covers a variety of strategic issues. These were determined through an in-depth consultation process with a wide range
of the Group’s key stakeholders. These were then aligned with the structure, capabilities and processes of the Group.
Description Objective
Driving better
environmental
performance
1
Decarbonisation
of heating
Reducing the amount of carbon produced by domestic and
commercial heating systems
Ensure we maintain a coherent offering suitable for lower-
carbon heating systems, regardless of the heat source
2
Energy and carbon
Managing business activities that consume energy and
contribute to climate change through the emission of
greenhouse gases
Target improvements as part of a long-term journey to net
zero carbon emissions within our operations and our wider
value chain
3
Upstream
lifecycle impacts
Managing the environmental impact of the extraction,
processing and distribution of raw materials used in
our products
Understand and quantify our indirect impacts, and engage
our value chain to minimise these impacts
4
Packaging
Managing the lifecycle environmental impacts of the packaging
used to protect products during transportation
Develop an approach to packaging products that is fit for
the future, environmentally and commercially
Enabling an
exceptional
workforce
5
Training and development
Developing the skills needed to maintain and enhance our
market position
Review and strengthen existing training and
development programmes
6
Diversity and inclusion
Enhancing the presence of differences such as gender or
ethnicity within the workplace, and ensuring that all people
share a sense of belonging
Be representative of the communities in which we operate
and broaden the diversity of our population
7
Employee engagement
Understanding the motivations of employees and working to
foster an engaged workforce
Develop employee engagement programmes with ongoing
two-way communication
8
Employee wellbeing
Supporting employees’ mental, emotional and physical health Provide and foster a safe and supportive working environment
that promotes personal wellbeing
Conducting
business
responsibly
9
Health and safety
Protecting the health and safety of the workforce during all
business-related activities
Aim for continuous improvement in accident frequency rates
by nurturing a positive safety culture throughout the Group
10
Supply chain
management
Identifying and managing issues within the supply chain, and
promoting the improvement of standards
Engage with suppliers to optimise sustainability in our
supply chain
11
Corporate governance
and ethics
Ensuring our system of rules and processes fosters ethical
business practices and supports the needs of all stakeholders
Maintain high ethical and corporate governance standards
and a culture of accountability
Stelrad Group plc Annual Report 202526
Driving better environmental performance
64.3% progress 39.9% progress
Total market‑based Scope 1 and 2 emissions
(tCO
2
e)
11,685
Market‑based Scope 1 and 2 emissions intensity
(tCO
2
e/t)
0.10
38.3% progress
Total Scope 3 emissions
(tCO
2
e)
328,166
Energy from renewable sources
(%)
41.4
20% progress 2.6 ppts progress
Plastic packaging intensity
(kg/t)
11.6
Recycled content of packaging
material used (%)
69.1
We have identified four key environmental areas on which
our strategy is focused: our mitigation of and adaptation
to climate change, our materials sourcing, and the impact
of our packaging.
Climate change
Reducing carbon emissions across our value chain remains
a central priority for the Group, whilst decarbonisation is
a long-term demand driver, and one of the four strategic
objectives set out on pages 12 and 13. This demand is
shaped by regulatory change in the heating market,
which increasingly prioritises solutions that perform
effectively in low-temperature systems. To respond to this
shift, we have continued to evolve our portfolio, expanding
our available sizes, strengthening our electric, dual fuel
and hybrid ranges and introducing the ThermoBreeze
radiator – designed specifically for energy-efficient use
with heat pumps.
The expansion of our range reinforces the suitability of
radiators in low-carbon homes, which is supported by
independent research from the University of Salford’s
Energy House project. The study found that homes
heated by air source heat pumps, with radiators installed
throughout, achieved 11–13% lower running costs than
systems combining underfloor heating and radiators.
In parallel, we continue to equip customers with the
information they need to make informed product choices.
We combine the delivery of training courses to customers
with the provision of verified environmental product
data through the publication of Environmental Product
Declarations (“EPDs”) in selected markets. In 2025, we
published additional EPDs, meaning >90% of sales in the
UK, and more than two-thirds of branded sales across the
Group, are now supported by an EPD.
Increased from 62.2%
reduction in 2024
Increased from
30.6% in 2024
Reduced from
12.0 in 2024
Reduced from 40.6%
reduction in 2024
Reduced from
41.6% in 2024
Increased from
66.5% in 2024
Target: 65% reduction
from 2021 by 2030
Target: 20% reduction
from 2022 by 2030
Target: Use less than
10 kg/t by 2030
Target: 45% reduction
from 2021 by 2030
Target: 45% by 2030
Target: At least
75% by 2030
‑0.2 ppts progress
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 27
Alongside adapting to market decarbonisation, we have
a strong emphasis on our own carbon emissions. The table
summarises the Group’s energy use and carbon emissions
during 2025. Our chosen intensity metric is tonnes of
carbon dioxide equivalent (“tCO
2
e”) per tonne of product
and our baseline year is 2021.
Our emissions have been calculated following the GHG
Protocol’s standard, with all seven Kyoto gases reported
in tCO
2
e. Country-specific emissions factors have been
utilised, and residual emissions factors have been used
for non-renewable energy reported under market-based
calculations.
Scope 1 and 2 intensity 2025 2024 Baseline
Baseline
variance
Market-based 0.10 0.10 0.17 -39.9%
Location-based 0.21 0.18 0.17 20.4%
2025 2024
YoY
varianceUK Non‑UK Total UK Non-UK Total
Consumption
(MWh)
Scope 1 5,185 37,759 42,944 5,468 38,585 44,053 -2.5%
Scope 2 5,925 38,863 44,789 4,969 40,767 45,735 -2.1%
Total 11,110 76,622 87,733 10,436 79,352 89,788 -2.3%
Tonnes of carbon dioxide equivalent (“tCO₂e”)
2025 2024
YoY
varianceUK Non‑UK Total UK Non-UK Total
Scope 1 967 7,034 8,002 1,025 7,188 8,213 -2.6%
Scope 2 Market-based 3 3,680 3,683 3 4,166 4,169 -11.7%
Location-based 1,049 14,063 15,111 1,029 12,608 13,637 10.8%
Total Scope 1
and 2
Market-based 971 10,714 11,685 1,028 11,353 12,382 -5.6%
Location-based 2,016 21,097 23,113 2,054 19,795 21,850 5.8%
Scope 3 category 1 39,151 268,226 307, 378 39,620 307,677 347,297 -11.5%
Scope 3 category 4 1,818 6,159 7,976 1,722 6,301 8,023 -0.6%
Other Scope 3
emissions
(1)
2,020 10,792 12,812 2,431 10,903 13,334 -3.9%
Total gross Scope 3
emissions 42,989 285,177 328,166 43,773 324,881 368,654 -11.0%
Total Scope 1, 2
and 3 emissions
(1)
Market-based 43,959 295,891 339,851 44,802 336,234 381,036 -10.8%
Location-based 45,005 306,274 351,279 45,827 344,676 390,504 -10.0%
(1) Category 11 emissions are not included, as products use energy indirectly.
Energy efficiency through maintenance
Routine maintenance is a key tactic for improving
efficiency and reducing energy consumption. For
example, regular compressed-air leak surveys are
conducted, which lead to the identification and
repair of leaks of varying severity. This maintenance is
estimated to reduce compressor energy use by 7%.
In addition, lower compressed-air demand enables
improved compressor optimisation, delivering further
energy savings.
Sustainability report continued
Driving better environmental
performance continued
Energy and carbon reporting
Stelrad Group plc Annual Report 202528
Driving better environmental
performance continued
Energy and carbon reporting continued
Our approach to mitigating our carbon impact is
summarised in our Environmental Policy, which identifies
three goals:
• Reduce energy usage: In 2025, our energy use
decreased 2.3% and we saw a reduction in energy
from all sources.
• Reduce our reliance on non-renewable energy sources:
In 2025, a colder start to the year increased heating
demand and consequently the share of energy from
natural gas, reducing the proportion of renewable
energy from 41.6% to 41.4%. Despite this, we achieved
strong reductions in our use of other fuels, and we
remain on track to achieve our 45% renewable energy
target by 2030.
• Reduce carbon emissions throughout the supply
chain: In 2025, we reduced our Scope 1 and 2 emissions
by 5.6%. This was mainly a result of a reduction in
production output, with emissions intensity increasing
1.2% due to the decline in the proportion of renewable
energy. The performance on Scope 3 emissions was
positive, with absolute emissions falling 11.0% and
emissions intensity reducing by 4.5%. More details
can be found in our Carbon Balance Sheet Report,
published on our website.
Packaging
Our efforts to improve the environmental performance of
our packaging continue, with a focus on:
• reducing the packaging used;
• transitioning away from single-use plastics to
alternative materials; and
• supporting the circular economy by increasing the
recycled content and improving recyclability.
There have been notable changes made in 2025, such as
those mentioned in the case study. These have contributed
to great progress towards our medium-term targets in
our key metrics: plastic packaging intensity has fallen
3.3%, and the average recycled content of packaging has
increased 2.7 ppts to 69.1%.
Upstream lifecycle impacts
Our purchased goods are responsible for 90% of our
total carbon footprint, underlining the critical influence
of sourcing on our environmental impact. Progress
on carbon reduction is therefore highly dependent
on the strength of our supplier relationships and the
effectiveness of our procurement practices.
Our Sustainable Procurement Policy is designed to deliver
optimal whole-life value by embedding environmental,
social and economic considerations into purchasing
decisions. When combined with our supplier code of
conduct, and our supplier auditing process, it sets clear
expectations across human rights, labour standards,
environmental protection, and materials and resource use,
including action to prevent labour exploitation, safeguard
nature, reduce supply chain energy consumption,
minimise material use and limit single-use plastics.
Steel is the most significant raw material, accounting for
approximately 96% of product weight. Over the past few
years, we have proactively engaged with our steel suppliers,
establishing strong relationships with suppliers that have
credible and well-developed decarbonisation plans. We
plan to increase our purchases from identified key partners,
whilst also continuing our strategy of using thinner gauge
steel to reduce material usage. The proportion of low-gauge
steel reached 15.8% in 2025 after a reduction in 2024 related
to changing steel suppliers.
In 2025, we also made our first purchases of lower-carbon
steel from ArcelorMittal. XCarb
®
recycled and renewably
produced steel is manufactured in electric arc furnaces
using high recycled content and 100% renewable
electricity, delivering a 66% reduction in CO₂ emissions
compared with conventional steelmaking routes.
Reducing plastic packaging
In July 2025, Radiators SpA introduced a redesigned
packaging system that significantly reduces plastic
use while improving overall product protection. In
line with the Group strategy, the initiative replaced
plastic components, including corner protectors and
plastic bags, with responsibly sourced, FSC-certified
cardboard and paper solutions that are easier
to recycle.
Internal performance tests confirmed that the new
packaging delivers enhanced protection without
increasing costs, and early customer feedback has
been positive. These changes have already resulted
in more than 2,000 kg of avoided plastic use in 2025.
This project was delivered through close collaboration
between R&D, sales, marketing and supply chain
teams, and incorporated input from customers and
suppliers. Its success demonstrates the tangible
impact achievable through co-ordinated action on
sustainability. Work is now underway to extend this
packaging approach across the wider product range.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 29
Sustainability report continued
Enabling an exceptional workforce
Target achieved
Training days per employee
2.5
Voluntary labour turnover rate (%)
6.9%
Below previous year
Managerial positions held by women (%)
19.8%
Our people sit at the heart of our success, and we are
committed to creating an environment where everyone
can perform at their best and contribute to our growth.
We focus our workforce efforts on development, equality,
diversity and inclusion, engagement, and wellbeing.
Our people
Across the Group, we have a total of 1,264 employees, with
1,071 of those outside the UK. The table below shows the
makeup of our workforce by contract type, showing that
the majority of our workers are permanent, full-time staff.
Headcount at 31 December 2025 2024
Number of employees 1,264 1,436
Number of permanent employees 1,252 1,426
Number of temporary/
zero hours employees 12 10
Number of non-employee workers 48 55
Number of full-time employees 1,217 1,405
Number of part-time employees 47 31
This international footprint ensures our workforce
represents a rich mix of cultures and experiences, which
we unite behind a shared set of values: respect, integrity,
service, stewardship and excellence. By empowering local
teams and keeping our structure lean, we stay close to our
people, respond quickly to their needs, and build strong
relationships across the Group.
Training and development
We invest in building the skills and capabilities that we
need today, and in the future, and we set a minimum
target of providing two training days per employee each
year, with a strong emphasis on health and safety training.
In 2025, our training provision remained above target, with
a particular focus on health and safety, which accounted
for 41.4% of training.
As a manufacturing business, most of our employees
are operatives, and development is focused on structured,
hands-on learning. Each site applies a competency
framework to define the skills required across the
production process, with employees progressing through
tailored training and assessment pathways. This ensures
our workforce has the capabilities required for the business
while continuing to develop in line with individual goals.
This approach is illustrated in the case studies on pages 21
and 31. Additionally, all training is enhanced by developing
and expanding our provision of online training across the
Group. Training platforms are used to ensure consistent
training of key elements such as Group policies, as well as
being used locally to quickly and easily provide a range of
training to a wide audience.
This internal training is reinforced through specialist input
from suppliers and technical experts, as well as external
partnerships, including with local education institutes.
We work closely with these partners to inspire the next
generation of technical talent. This includes hosting work
experience and shadowing placements, engaging with
teachers to promote manufacturing careers, awarding
scholarships to local students, and participating in
initiatives to drive uptake of technical training routes.
Remained at the
same level as 2024
Reduction from
7.8% in 2024
Reduced 4.0 ppts
from 2024
Target: 2 days
Target: Lower than the average for
UK manufacturers
2024: 23.8%
Target achieved
Stelrad Group plc Annual Report 202530
Enabling an exceptional
workforce continued
Skills development
Our approach to skills development was encapsulated
this year in the “Human Capital Empowerment”
project implemented in Radiators SpA.
This project was developed with help from an external
consulting company and involved identification
of a sustained training programme aimed at the
enhancement of the Company’s internal resources.
The aim is to strengthen human capital, support
career progression and build on our culture of
continuous learning across the business, whilst also
improving talent attraction and retention.
The programme began with a team building event
attended by people from different areas and
functions, providing a masterclass on the Group’s
core values.
Equality, diversity and inclusion
Our approach to equality, diversity and inclusion is to
provide an environment where everyone feels valued and
respected. This commitment is encapsulated by our Group
Equality, Diversity and Inclusion Policy, which sets out
our aim to:
• prevent discrimination;
• eliminate prejudice;
• promote inclusion;
• celebrate diversity; and
• ensure that equality, diversity and inclusion are
embedded in everything that we do.
The charts below show that most of our workforce is male,
reflecting wider manufacturing trends. We recognise the
importance of improving gender balance and continue to
work with local organisations and educational institutions
to promote opportunities for women within the business.
The proportion of women in management remains a key
sustainability indicator, and we support gender equality by
voluntarily calculating and publishing our UK gender pay
statistics, with the report available on our website.
Employee engagement
Our approach to employee engagement is decentralised,
with local teams using a variety of channels to listen to and
communicate with employees, including:
• engagement surveys;
• feedback schemes;
• team meetings;
• magazines; and
• employee dinners.
These two-way communication methods are supported
by formal employee representation partnerships, and
we maintain established, constructive relationships with
trade union partners across our sites. A more detailed
review of employee engagement at Board level is shown
on page 99.
Wellbeing
Our approach to physical and mental wellbeing is
underpinned by detailed policies and resources that
support employees’ wellbeing, including:
• workplace physicians and nurses;
• external specialist services;
• preventative medical examinations; and
• an Employee Assistance Programme.
We work with local initiatives at each site, such as the
regional Workplace Health Promotion project in Italy,
to create a working environment that supports employee
wellbeing. This includes promoting healthier eating
on site through the introduction of weekly fresh fruit
sourced from a local supplier, alongside changes to
vending machine offerings to reduce certain products
and introduce options higher in fibre and vitamins,
while also catering for a range of dietary requirements.
All employees
Selling, General, and Administrative ("SG&A")
Management
Male Female Not specified
Board
10.4%
12.5%
25.0%
19.8%
33.5%
89.6%
66.5%
80.2%
62.5%
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Stelrad Group plc Annual Report 2025 31
Sustainability report continued
Conducting business responsibly
(1) Any incident resulting in an employee not being
able to attend work the following day is regarded
as a lost time incident.
Lost time frequency rate
(1)
5.97
Increased from
4.75 in 2024
Target: Zero harm
50% progress
Lost time severity rate
(1)
27.1
Reduced from
54.8 in 2024
Target: Zero harm
% of key suppliers with
up‑to‑date audits
78.4%
7.7 ppts increase
from 2024
Target: Maintain above 75%
Our commitment to responsible business is underpinned
by a strong values-led culture and robust Board oversight.
We prioritise high standards of corporate governance,
a safe working environment and responsible supply
chain management.
Corporate governance and ethics
We operate to clearly defined ethical standards, respecting
fundamental human rights and complying with all
relevant laws and regulations. While implementation is
managed locally, it is supported by Group-wide policies
and mandatory, annual training for all managers.
We continue to use the EcoVadis sustainability assessment
platform to benchmark and drive performance. In 2025,
our sites in the UK and the Netherlands achieved gold
medals, placing them in the top 5% of companies assessed.
Furthermore, all our sites achieved at least a bronze medal
– placing them in the top 35% of assessed companies.
Health and safety
Our number one priority is to keep our employees and
contractors safe and healthy, and we aim for zero harm
across all our operations.
In 2025, we hoped to maintain the record low number
of lost time incidents (“LTIs”) in 2024. Whilst we were not
able to sustain the same level, we achieved our second
lowest frequency rate, whilst also significantly reducing
the number of days lost. Notable progress was achieved in
Termo Teknik, where the number of LTIs reduced by 37.5%
and the number of days lost reduced by 66%. In addition,
four sites achieved zero LTIs during the year.
The performance of the last two years is encouraging,
and as we strive towards our goal of zero harm, we again
conducted external safety audits in 2025, assessing
the implementation of recommendations identified
in previous years. We also increased our high-level safety
training, with representatives from across the Group
attending National Examination Board in Occupational
Safety and Health ("NEBOSH") training.
Supply chain management
We reviewed our approach to supply chain management
during 2025 – focusing on streamlining the process and
making it easier to complete without weakening its
impact. Audits cover a range of areas including health
and safety, human rights, the environment and product
quality. During the year, we reached our initial target of
75% of our supplier base being audited, ahead of the 2030
target date. We will now aim to maintain this level, while
assessing the suitability of strengthening our target.
Safety days
In 2025, we expanded our use of safety events, with
safety days held in Europe and a whole week of events
organised in Turkey. One focus was on the ten golden
rules of safety – rules developed by employees to
summarise the fundamental behaviours that should
be followed whilst at work.
These events facilitated a broad discussion of safety,
increasing engagement and awareness in production
and office staff, and identifying potential areas for
improvement. They also included specific safety
training such as training on defibrillator use.
Feedback from the events was highly positive, with
employees reporting increased awareness, ownership
and confidence in safe behaviours, contributing
directly to a stronger safety culture and improved
operational performance.
Target achieved
Stelrad Group plc Annual Report 202532
Task Force on Climate-related Financial Disclosures
TCFD Report
Overview and basis of preparation
This report sets out our climate-related disclosures in
line with the eleven TCFD recommendations and is
prepared with reference to IFRS Sustainability Disclosure
Standards IFRS S1 and S2. Through this report, we
are compliant with the UK Climate-related Financial
Disclosures regulations.
The disclosures demonstrate our progress in identifying,
assessing and managing climate-related risks and
opportunities that could reasonably be expected to
affect the Group’s enterprise value. Our focus is now on
mitigating climate-related risks, maximising opportunities
and strengthening alignment with IFRS Sustainability
Disclosure Standards in preparation for the adoption of
the UK Sustainability Reporting Standards.
Governance
Climate-related risks and opportunities are governed
through the same framework as wider sustainability
matters, as shown in the diagram. Central to this
framework is the sustainability steering group, which
comprises cross-functional leaders and operates under
defined terms of reference. The Group Sustainability
Manager chairs the steering group.
The steering group is responsible for reviewing climate
strategy and priorities, co-ordinating resources and
overseeing the identification and management of
climate-related risks and opportunities. A climate risk
and opportunity register is maintained by the Group
Sustainability Manager and reviewed bi-annually by the
working group, the steering group and the Audit & Risk
Committee alongside business unit risk registers.
Each climate-related risk or opportunity is assigned to a
steering group member who is accountable for managing
actions and reporting on progress. The Audit & Risk
Committee ensures that climate-related matters are
appropriately reflected in the Group risk register and that
they inform Board decision making.
The steering group is also responsible for defining and
implementing our transition to a lower-carbon economy,
including the setting of climate-related targets and the
monitoring and reporting of progress. A climate transition
plan is in development, which details our climate-related
targets and our process for achieving these. All targets are
discussed and agreed by the steering group before being
approved by the Chief Executive Officer.
The climate transition plan is managed by the sustainability
steering group, with annual updates provided to the
Board to allow effective oversight. Progress against
the transition plan informs strategic planning, capital
allocation and investment prioritisation.
Strategy
Our business strategy (shown on page 12), underpinned
by our purpose of helping to heat homes sustainably,
explicitly addresses the decarbonisation of the heating
sector. This includes managing the risks associated with
alternative technologies and capturing opportunities
for product and service differentiation. These are
outlined on pages 36 and 37 with our other principal
climate-related risks and opportunities.
These risks and opportunities are derived from multiple
sources, taking into account the industry-based
guidance on implementing IFRS S2. Each principal risk
or opportunity is assessed for its potential effects on the
enterprise value of the Group, including the impacts
on revenue, operating costs, asset values and capital
expenditure and the cost and availability of finance.
Thispotential impact is shown on pages 36 and 37.
We believe that our strategy, supported by our Fit for
the Future framework and our climate transition plan,
appropriately addresses the risks and opportunities arising
from climate change.
Sustainability steering group
Monitors progress on the execution of our sustainability
strategy. Periodically updates the Board and the Chief
Executive Officer on progress. Responsible for the initial
assessment of emerging climate-related risks and for
the co-ordination of identified mitigation actions.
Sustainability
working group
Operational
teams
Comprises representatives
from each of the business
units. Responsible for the
day-to-day delivery of our
sustainability strategy and
co-ordination of actions
within each business unit.
Responsible for site-level
delivery of agreed initiatives
and involvement in discrete
projects as appropriate.
Interaction is co-ordinated
by either the working group or
the steering group.
Chief Executive Officer
Has overall accountability for our corporate strategy, including
ensuring that this appropriately takes account of sustainability
matters and climate-related risks and opportunities.
Audit & Risk Committee
Guides the Board in matters related to risk, including
climate-related risk.
Responsible for overseeing the implementation of the overall
risk management framework and for reviewing the Group’s
risk assessment capabilities and processes.
Board
Responsible for ensuring that appropriate systems
and processes are in place to monitor and manage
progress against our strategy and the identified
climate-related risks and opportunities.
Ensures that sustainability is an essential consideration of all
key decisions, alongside the section 172 requirements.
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Stelrad Group plc Annual Report 2025 33
Task Force on Climate-related Financial Disclosures continued
TCFD Report continued
Climate resilience
We have identified five principal climate-related risks
and one material climate-related opportunity that could
reasonably be expected to affect the Group’s strategy,
business model and enterprise value. These have been
assessed through structured scenario analysis designed
to test the resilience of our strategy under a range of
plausible future climate outcomes.
The modelling covers all Group sites and activities
and incorporates a number of assumptions regarding
regulatory change and market behaviour, and outputs
are therefore subject to estimation uncertainty. Results
are used to assess strategic resilience and inform strategic
planning rather than to produce financial forecasts.
Two publicly available reference pathways were selected to
reflect a credible range of potential futures:
• transition scenario (RCP1.9 – 1.5°C aligned) –
represents a rapid and orderly transition to a low-
carbon economy, characterised by earlier and more
stringent climate policies, accelerated technology
adoption, and changing customer behaviour; and
• business as usual scenario (RCP8.5) –
assumes limited climate action, continued growth in
global emissions and an increase in the severity and
frequency of physical climate impacts.
We applied two assessment time horizons, chosen to
balance analytical value with modelling uncertainty:
• 2035 – to evaluate transition risks and opportunities,
including regulatory change, market dynamics, and
technology substitution; and
• 2050 – to evaluate longer-term physical risks, including
extreme weather events, chronic temperature increases
and water stress.
Highest risk/
lowest opportunity
Lowest risk/
greatest opportunity
T Transition risk
P Physical risk
O Opportunity
Key
The circles show the extent of the financial impact under each scenario.
The analysis indicates that the Group’s current strategy and business model are resilient across both pathways, with
appropriate risk mitigation strategies in place. The analysis will be refreshed periodically to reflect emerging risks.
Transition scenario (1.5°C) Business as usual (4°C)
Increasing stakeholder expectations on sustainability (T)
There is an increased focus on sustainability, including
purchase decisions directly related to sustainability
performance. Acting unsustainably comes with increased costs.
Stakeholder expectations do not increase significantly,
and customers deprioritise sustainability considerations.
Increased climate-related legislation driving higher costs (T)
Frequent legislation introductions affect our markets, supply chains
and production. Costs for key materials and energy increase and
increased product development is necessary to maintain revenue.
Announced legislation (such as CBAM) is introduced
as planned but further legislation is not implemented.
The impact of carbon pricing reduces.
Increasingly stringent regulatory requirements (T)
Reporting requirements and product standards consistently
evolve and get more onerous.
Reporting requirements increase as already announced
but no further expansion is seen.
An increase in the use of alternative technology (T)
Radiators will maintain a strong position but may face
increasing competition from technologies specifically targeted
at low-carbon heating systems.
Radiators will maintain the strong position they hold
in our key markets, with no significant changes in
market considerations.
Opportunity for differentiation of our product and service offering (O)
Increased uptake of lower-carbon heating systems alters the
demand for heating products, favouring more differentiated
products such as those with increased heat output.
Market demand stays similar to the present, with no
large growth in alternative products.
Increased severity and frequency of extreme weather events (P)
The frequency and severity of impacts increase, but only to a
mild degree, and stay within our capability to adjust using the
Group’s flexibility.
Direct impacts on our production are limited but
increased disruptions to supply chains lead to
increased impacts.
Stelrad Group plc Annual Report 202534
Group
risk
Responsibility: Board, Audit & Risk Committee
• Climate change identified as a principal risk.
• Climate change evaluated in context with other risks
and the Group risk appetite.
• Control processes related to climate risk are reviewed
in line with the wider risk management process.
Business risk
Responsibility: steering group
• Climate-related risk and opportunity register is developed
and managed by the Group Sustainability Manager.
• The status of key climate-related risks is regularly
communicated to the Board and the Audit & Risk
Committee.
Operational risk
Responsibility: steering group, working group
• Climate-related risks are identified at the
operational level and assessed for their potential
impact and likelihood.
• Response actions are identified and implemented
at a local level, co-ordinated by the sustainability
steering group.
TCFD Report continued
Risk management
Climate change is identified as a principal risk for the
Group, and is managed through our established risk
management processes, which are explained on pages 46
to 53. Climate-related risks and opportunities, along with
our planned responses, are recorded in our climate register
and are reviewed and updated twice a year. The risks in the
register include both transition and physical risks.
Climate-related risks and opportunities are assigned
a risk owner who is responsible for implementing the
chosen response in co-ordination with our operational
management team.
Risks and opportunities are assessed on the likelihood and
magnitude of their effects, considering qualitative factors
Category 11 emissions are excluded from the Scope 3
data due to energy use being indirect, and our inability to
materially impact these emissions through our actions.
Emissions data is collected centrally, subject to consistent
internal validation procedures, and reviewed by the Group
Sustainability Manager. Additional industry-based metrics
aligned to SASB standards are also available on page
pages 38 to 40.
Our climate-related targets include:
• a 45% reduction in Scope 1 and 2 emissions intensity
and a 65% reduction in absolute Scope 1 and 2
emissions by 2030 from a 2021 baseline;
• a 20% reduction in absolute Scope 3 emissions by 2030
from a 2022 baseline;
• achieving net zero Scope 1, 2 and 3 emissions by 2050,
with limited use of carbon offsets;
• sourcing 45% of energy from renewable
sources by 2030;
• at least 75% of packaging material to be from recycled
sources by 2030; and
• to use less than 10 kg of plastic packaging per tonne of
product produced, by 2030.
These targets are applicable to the whole Group, aligned
with the objectives of the Paris Agreement and reviewed
periodically to ensure continued relevance and ambition.
The recycled-content packaging target is linked to
executive remuneration, with 5% of the annual bonus
opportunity tied to climate-related performance.
We are extending our climate metrics to ensure full
coverage of all material cross-industry disclosures required
under IFRS S2. The nature of our business and the risks
and opportunities that we face mean that 100% of our
business is exposed to transition risks and opportunities.
A more detailed calculation of exposure to physical risks
will be conducted in the future. Early analysis suggests
that impacts from significant weather events will be
strongest in the UK and Turkey.
We do not currently operate with an internal carbon price.
Climate-related risk integration into ERM framework
and quantitative modelling as a result of the scenario
analysis previously described. This assessment is carried
out over three time horizons. The short-term horizon covers
the next three years (2026–2028), in line with our business
planning process. Medium term covers up to five years (to
2030), and long term considers the impacts beyond this.
The likelihood of occurrence is scored from one (unlikely)
to three (more likely than not) and evaluated alongside the
magnitude of potential financial or reputational impact,
with the highest impact events those that could halt our
ability to service our customers for a period.
Metrics and targets
We monitor sustainability performance using a set of
key metrics shown on pages pages 27, 30 and 32. Our
key metrics include Scope 1, 2 and 3 emissions, shown in
detail on page 28, and measured in accordance with the
Greenhouse Gas Protocol.
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Stelrad Group plc Annual Report 2025 35
Task Force on Climate-related Financial Disclosures continued
TCFD Report continued
Risk management continued
Climate-related risks and opportunities
Increasing stakeholder expectations on sustainability
Category
Transition risk
Timeframe
Medium Long
Financial impact
Medium
Description Impact Our response
Stakeholders, including customers, investors and regulators,
increasingly expect strong sustainability and climate performance.
Failure to meet these expectations may weaken the Group’s
reputation and market position.
• Loss of customers to competitors with stronger
sustainability performance.
• Reduced access to capital or increased cost of finance.
• Increased regulatory scrutiny or enforcement action.
We maintain a governance framework that prioritises material
sustainability matters and ensures regular engagement with key
stakeholders to align expectations and performance.
Increased climate-related legislation driving higher costs
Category
Transition risk
Timeframe
Short Medium Long
Financial impact
High
Description Impact Our response
Many nations and regions are introducing measures such as
emissions trading schemes and border adjustment mechanisms,
designed to accelerate decarbonisation.
This legislation may increase the costs of materials by adding
costs to suppliers or through funding the investment in
lower-carbon alternatives.
• Increased raw material and procurement costs.
• Changes in the relative product competitiveness due
to price restructuring.
• Potential reduction in demand due to increased prices.
We actively monitor legislative developments and assess impacts
through established governance processes to ensure appropriate
skills and resources are deployed in a timely manner.
Increasingly stringent regulatory requirements
Category
Transition risk
Timeframe
Short Medium Long
Financial impact
Medium
Description Impact Our response
Regulatory requirements for sustainability reporting and product
standards, among others, continue to expand.
Entry into new markets or products may expose Stelrad to
unfamiliar requirements.
• The cost of compliance may increase, for example due
to investing in systems or expertise.
• Risk of financial or reputational penalties arising from
non-compliance.
Governance processes exist to identify, assess and respond to
regulatory requirements, ensuring compliance is maintained
efficiently and effectively.
Stelrad Group plc Annual Report 202536
TCFD Report continued
Risk management continued
Climate-related risks and opportunities continued
An increase in the use of alternative technology
Category
Transition risk
Timeframe
Medium Long
Financial impact
High
Description Impact Our response
Decarbonisation of heating accelerates the adoption of alternative
heat emitting technology. This may be driven by consumer
behaviour and could be intensified by policy or legislation.
This also gives rise to an opportunity for differentiation (see below).
• Any increase in the presence of competing technologies may
reduce the relative demand for radiators.
• Potential loss of market share and profitability.
We monitor legislative and market developments and assess these
for their likely impact on product choices. We maintain strong
relationships with customers and specifiers.
We will continue to introduce alternative technologies
where appropriate.
Differentiation of our product and service offering
Category
Opportunity
Timeframe
Medium Long
Financial impact
Medium
Description Impact Our response
Decarbonisation of heating may increase demand for higher
output and more efficient products – creating opportunities for
new technologies.
Buying decisions are likely to involve broader considerations,
leading to greater opportunity for differentiation.
• New product and service development opportunities.
• Diversified or increased revenue streams through growing
market share and from new products.
We continue to invest in our technical capability, as well as adapting
and optimising our product offering, including the launch of
low-carbon solutions such as the Green Compact range.
Increased severity and frequency of extreme weather events
Category
Physical risk
Timeframe
Medium Long
Financial impact
Medium
Description Impact Our response
Climate change is increasing the severity and frequency of extreme
events with the capability to cause damage. These events include
flooding, heatwaves and droughts.
• Damage or disruption to our production facilities.
• Supply chain interruptions.
• Productivity impacts due to changes in working conditions.
• Reduced access to water during prolonged periods of heat.
All facilities have response plans for acute events.
Proactive defences (such as fire prevention or flood defences) are
regularly assessed for adequacy.
Production volume can be flexed across the Group and key inputs
are sourced from multiple regions to ensure resilience.
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Stelrad Group plc Annual Report 2025 37
Sustainability metrics
Sustainability metrics table
The below table shows our wider set of sustainability metrics, referring to Sustainability Accounting Standards Board (“SASB”) metrics where relevant.
Unit of measure SASB reference 2025 2024 2023
Driving better
environmental
performance
Energy and carbon
Total energy consumed GJ CG-BF-130a.1 315,838 323,238 319,657
Grid energy % CG-BF-130a.1 58.6% 58.4% 58.5%
Renewable energy % CG-BF-130a.1 41.4% 41.6% 41.5%
Energy consumed from renewable sources MWh n/a 36,360 37, 388 36,889
Fuel consumed from renewable sources MWh n/a — — —
Purchased electricity from renewable sources MWh n/a 34,718 35,630 34,942
Self-generated renewable energy MWh n/a 1,642 1,758 1,947
Global Scope 1 emissions kgCO
2
e EM-IS-110a.1 8,001,625 8,212,882 8,072,896
Global market-based Scope 2 emissions kgCO
2
e n/a 3,683,200 4,168,925 4,049,320
Global location-based Scope 2 emissions kgCO
2
e n/a 15,111,307 13,636,631 13,928,224
Global Scope 3 emissions kgCO
2
e n/a 328,166 368,654 445,516
Market-based Scope 1 and 2 emissions intensity per tonne kgCO
2
e/tonne n/a 104 103 99
Market-based Scope 1 and 2 emissions intensity per net revenue kgCO
2
e/£m n/a 41,792 42,611 39,333
Water and waste
Total water withdrawn m
3
EM-IS-140a.1 87,683 83,484 101,298
Water usage in areas of water stress % EM-IS-140a.1 35.3% 37.9% 37.2%
Water intensity per tonne l/tonne n/a 784 696 823
Water intensity per net revenue l/£m n/a 314 287 329
Total waste generated tonnes EM-IS-150a.1 7,156 7,515 7,547
Waste intensity kg/tonne n/a 64.0 62.6 61.3
Waste sent to landfill % n/a — 2.1% 2.3%
Materials
Low-gauge steel purchased % n/a 15.8% 9.9% 17.8%
Packaging material used tonnes n/a 3,035 3,014 3,045
Plastic packaging material % n/a 42.6% 47.6% 48.4%
Plastic packaging intensity kg/tonne n/a 11.6 12.0 12.0
Recycled content of packaging material used % n/a 69.1% 66.5% 67.0%
Stelrad Group plc Annual Report 202538
Unit of measure SASB reference 2025 2024 2023
Enabling an
exceptional
workforce
Training and development
Training days per person days n/a 2.5 2.5 2.9
Labour practices
Voluntary employee turnover headcount n/a 90 108 92
Employee turnover rate % n/a 6.9% 7.8% 6.6%
Absence rates % n/a 5.1% 5.3% 5.3%
Workforce characteristics
Total employees at year end headcount n/a 1,264 1,436 1,414
Permanent employees at year end headcount n/a 1,252 1,426 1,413
Temporary employees at year end headcount n/a 12 10 1
Full-time employees at year end headcount n/a 1,217 1,405 1,379
Part-time employees at year end headcount n/a 47 31 35
All employees – female % n/a 10.4% 9.5% 10.5%
All employees – male % n/a 89.6% 90.5% 89.5%
Management – female % n/a 19.8% 23.8% 22.2%
Management – male % n/a 80.2% 76.2% 77.8%
Sustainability metrics table continued
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Stelrad Group plc Annual Report 2025 39
Sustainability metrics table continued
Unit of measure SASB reference 2025 2024 2023
Conducting
business
responsibly
Health and safety
Workers covered by ISO 45001 certified management systems % n/a 74.0% 77.2% 73.5%
Lost time frequency rate rate n/a 5.97 4.75 8.61
Lost time severity rate rate n/a 27.1 54.8 42.6
Total days lost days n/a 341 750 569
Total recordable incidents number n/a 68 68 76
Total recordable incident rate rate EM-IS-320a.1 5.4 5.0 5.7
Total fatalities number n/a — — —
Fatality rate rate EM-IS-320a.1 — — —
Business and supply chain ethics
Total amount of monetary losses as a result of legal proceedings associated
with bribery or corruption £m RT-EE-510a.2 — — —
Total amount of monetary losses as a result of legal proceedings associated
with anti-competitive behaviour regulations £m RT-EE-510a.3 — — —
% of key suppliers with up-to-date audits % n/a 78.4% 70.1% 64.3%
Sustainability metrics continued
Stelrad Group plc Annual Report 202540
Progress towards our
medium-term targets
Group overview
The following table summarises the Group’s results for the years ended 31 December 2025 and 31 December 2024.
2025
£m
2024
£m
Movement
£m
Movement
%
Revenue 279.6 290.6 (11.0) (3.8)
EBITDA
(1)
44.1 43.5 0.6 1.3
Adjusted operating profit
(1)
32.5 31.5 1.0 3.0
Exceptional items (14.9) — (14.9) n/a
Amortisation of customer relationships (0.1) (0.1) — 49.6
Operating profit 17.5 31.4 (13.9) (44.3)
Net finance costs (7.4) (8.0) 0.6 7.5
Profit before tax 10.1 23.4 (13.3) (56.9)
Income tax expense (9.3) (6.9) (2.4) (34.5)
Profit for the year 0.8 16.5 (15.7) (94.9)
Earnings per share – basic (p) 0.66 12.97 (12.31) (94.9)
Adjusted profit for the year
(1)
16.7 16.6 0.1 0.2
Adjusted earnings per share – basic (p)
(1)
13.08 13.05 0.03 0.2
Total dividend per share (p) 8.09 7.79 0.30 3.9
Return on capital employed (%)
(1)
30.1 27.1 n/a 3.0 ppts
Net debt before lease liabilities
(1)
51.2 59.7 (8.5) (14.3)
(1) The Group uses some alternative performance measures to track and assess the underlying performance of the business. Alternative performance
measures are defined in the glossary of terms on page 149 and reconciled to the appropriate financial statements line item in note 32. Note 32 also
outlines the limitations of using alternative performance measures.
Finance and business review
The Group has delivered
another year of adjusted
operating profit growth
driven by proactive margin
management initiatives
and cost reduction
activities across our
manufacturing sites.
Leigh Wilcox
Chief Financial Officer
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Stelrad Group plc Annual Report 2025 41
Financial overview
The Group delivered another year of adjusted operating
profit growth, despite the ongoing suppression of volumes
across Stelrad’s core UK and European markets. The
resilient adjusted operating performance has been driven
by the implementation of proactive margin management
initiatives, cost reduction activities and structural currency
gains, which have allowed the Group to offset the impact
of a continued reduction in demand during 2025.
Revenue for the year was £279.6 million, a decrease of
£11.0 million, or 3.8%, on last year (2024: £290.6 million).
The decline in revenue was due to a 4.3% decrease in sales
volumes during the year, partially offset by selling price
benefits and product mix improvements. Selling prices
have benefited from a third successive annual increase
in average radiator size in the UK and the impact of price
increases. Promisingly, there was a small improvement in
volumes in the second half versus the first half, and year
on year there was progress in a number of key markets.
Adjusted operating profit for the year was £32.5 million,
an increase of £1.0 million, or 3.0%, compared to last year
(2024: £31.5 million). Adjusted operating profit increased
despite lower sales volumes, as a result of proactive
margin management and cost reduction activities across
our manufacturing sites, enhanced product mix, strong
fixed cost control and structural currency benefits. The
structural currency benefits arise from the way the Group
has structured its Turkish operations, with the gain being
a result of the year-to-date devaluation of the Turkish Lira
against the Euro which will continue to benefit the cost
base of our Turkish operations in the future.
Operating profit for the year was £17.5 million, a
decrease of £13.9 million, or 44.3%, compared to last
year (2024: £31.4 million). Operating profit is stated
after the deduction of exceptional items of £14.9 million
(2024: £nil), of which £12.6 million relates to non-cash
items, and the amortisation of customer relationships of
£0.1 million (2024: £0.1 million).
Despite a challenging market environment, proactive
management actions have meant that contribution per
radiator has increased to £20.50 (2024: £20.15), providing
the Group with very strong operating leverage that will
drive considerable profitability improvements when
volumes recover. The Group continues to focus on the sale
of premium, higher added-value products throughout
its markets, recognising the additional margin that
these products generate. Year on year the proportion of
premium panel sales to total steel panel volume increased
by 0.1 ppts to 6.4% with further progress expected as the
economic environment improves.
The statutory profit for the year was £0.8 million
(2024: £16.5 million) due to exceptional items of
£14.9 million (2024: £nil), of which £12.6 million relates
to non-cash items. Adjusted profit for the year increased
by £0.1 million, or 0.2%, to £16.7 million (2024: £16.6 million).
Interest charges reduced by £0.6 million year on year,
despite one-off amortisation charges, as interest rates
continue to fall. Tax charges increased year on year due
to a 5% increase in the withholding tax charges applied
to dividends received from Turkey during 2025, the
country mix of profits and the one-off derecognition
of some tax losses.
Earnings per share was 0.66 pence (2024: 12.97 pence).
Adjusted earnings per share was 13.08 pence (2024:
13.05 pence).
At 31 December 2025 the Group had cash of £19.0 million
(2024: £18.6 million) and undrawn available facilities of
£30.6 million (2024: £21.1 million), with net debt before
lease liabilities of £51.1 million (2024: £59.7 million).
Selective investments in working capital have been made
in the year to enhance customer relationships in the UK
market, offset by more beneficial payment terms due to a
change of steel suppliers.
The Group has made pleasing progress towards its
medium-term targets in the year, despite challenging
market conditions, with growth in contribution per
radiator, adjusted operating profit margins, operating
Finance and business review continued
cash flow conversion and return on capital employed.
The Board remains confident in the ability for the Group
to achieve all medium-term targets.
Revenue by geographical market
The table below sets out the Group’s revenue by
geographical market.
Revenue by
geographical
market
2025
£m
2024
£m
Movement
£m
Movement
%
UK & Ireland 131.3 137.4 (6.1) (4.4)
Europe 133.5 139.0 (5.5) (3.9)
Turkey &
International 14.8 14.2 0.6 3.9
Total 279.6 290.6 (11.0) (3.8)
UK & Ireland
The Group’s revenue in UK & Ireland for the year was
£131.3million (2024: £137.4 million), a decrease of
£6.1 million, or 4.4%. This was principally a result of a
decrease in sales volumes of 6.9%, partially offset by
a continued increase in the average size of radiators
sold, with a 1.5% year on year higher output, though
the penetration of premium panel products sold was
impacted by low UK consumer confidence.
Europe
The Group’s revenue in Europe for the year was
£133.5 million (2024: £139.0 million), a decrease of
£5.5 million, or 3.9%. Revenue has been negatively
impacted by a 3.4% decline in sales volumes, with volumes
affected by weak demand in the French DIY market in
quarter four.
Stelrad Group plc Annual Report 202542
Revenue by geographical market continued
Turkey & International
The Group’s revenue in Turkey & International for the
year was £14.8 million (2024: £14.2 million), an increase
of £0.6 million, or 3.9%. This was principally a result of
higher volumes sold in Turkey due to an improvement
inmarketconditions.
Adjusted operating profit by
geographical market
The table below sets out the Group’s adjusted operating
profit by geographical market.
Adjusted
operating profit
by geographical
market
2025
£m
2024
£m
Movement
£m
Movement
%
UK & Ireland 30.0 29.6 0.4 1.4
Europe 7.3 7.9 (0.6) (7.6)
Turkey &
International 1.2 1.0 0.2 13.5
Central costs (6.0) (7.0) 1.0 14.3
Total 32.5 31.5 1.0 3.0
UK & Ireland
The Group’s adjusted operating profit in UK & Ireland for
the year was £30.0 million (2024: £29.6 million), an increase
of £0.4 million, or 1.4%. The result includes the benefit of
favourable material prices and the increase in the average
size of radiators sold offset by lower sales volumes.
Europe
The Group’s adjusted operating profit in Europe for the
year was £7.3 million (2024: £7.9 million), a decrease of
£0.6 million, or 7.6%. A high fixed cost base in Europe,
combined with the sales volume decrease, has led to a
reduction in operating margin percentage in recent years.
We expect margins for the Europe segment to recover
in line with market recovery as variable profit margins
remain strong.
The Group will continue to focus on improving the
margins of Radiators SpA’s sales, with the exit from a
significant loss-making contract at the end of 2025
providing renewed opportunity to focus business efforts
on the product ranges which are unique to Radiators SpA.
Turkey & International
The Group’s adjusted operating profit in Turkey & International
for the year was £1.2 million (2024: £1.0 million), an increase
of £0.2 million, or 13.5%. Turkish operating margins have
benefited from the operational efficiencies arising from
the restructuring of our Turkish business in the second
half of 2025.
Central costs
Central costs for the year were £6.0 million (2024: £7.0 million),
a decrease of £1.0 million, or 14.3%. The reduction is due to
the removal of one-off costs from the prior year, supported
by strong cost control year on year.
Exceptional items
During the year, the charge for exceptional items was
£14.9 million (2024: £nil), of which £12.6 million relate to
non-cash items and £2.3 million relate to cash items.
The main elements of the non-cash exceptional
items relate to impairment of goodwill of £2.7 million,
impairment of customer relationships of £1.4 million,
impairment of property, plant and equipment of
£5.8 million and a provision against inventories of
£2.3 million, all within the Radiators SpA business.
The Radiators SpA business has been exposed to
declining market volumes in France and Germany since
its acquisition in July 2022, resulting in deteriorating
operating margins despite active fixed cost management.
Since the acquisition, the business has been impacted
by a significantly low margin, and latterly a loss-making
contract, for the supply of steel panel radiators which has
contributed to suppressed European operating margins.
Negotiations during the year to reset the price on this
contract have been unsuccessful and, in line with the
Group’s focus on commercial discipline, decisive action
has been taken to terminate all supply under this
contract, effective at the end of 2025. Whilst the exit
from this loss-making contract will negatively impact
future revenue and volumes, it will result in improved
contribution and the opportunity to reduce fixed costs
in the short term. The exit from the contract presents an
increased opportunity to focus attention on the electrical
and designer product ranges which are unique to this
division and were the key strategic rationale for acquiring
the business. The refocused business will be underpinned
by a rationalised product profile that will provide greater
operational efficiency.
Additionally, restructuring costs of £2.7 million have
been incurred or provided for as a result of significant
proactive margin management initiatives and cost
reduction activities across our sites in Turkey, Italy and
Denmark. Of these, £2.3 million relate to cash items and
£0.4 million relate to non-cash items.
These costs are one-off in nature and disclosing
these costs as exceptional allows the true underlying
performance of the Group to be better understood.
Finance costs
The Group’s net finance costs for the year were £7.4 million
(2024: £8.0 million). The decrease of £0.6 million is due to
a decrease in the interest rate of the Group’s debt from
a blended rate of 6.6% during 2024 to a blended rate of
5.3% during 2025, partially offset by the one-off loan fee
amortisation on the pre-existing loan facility of £0.3 million
upon refinancing.
The refinancing of the Group’s £100 million loan facility,
which completed in December 2025, reduces the Group’s
future loan margin. The refinanced loan is for an initial period
of three years up to December 2028 and includes a two-year
extension option.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 43
Finance and business review continued
Income tax expense
The Group’s income tax expense for the year was £9.3 million
(2024: £6.9 million), an increase of £2.4 million, or 34.5%,
which includes the derecognition of tax losses in Radiators
SpA, connected to the impairment recognised in the
year. In 2024, the effective tax rate was 29.4%. In 2025, the
Group’s adjusted effective tax rate has risen to 34.4% due
to a 5% increase in the withholding tax charges applied
to dividends received from Turkey during 2025 and the
country mix of profits.
Earnings per share and adjusted earnings
per share
Profit for the year reduced to £0.8 million
(2024: £16.5 million) and basic earnings per share was 0.66
pence (2024: 12.97 pence) due to the impact of the
exceptional items and one-off refinancing costs, including
exceptional tax, of £15.8 million in the year (2024: £nil).
The weighted average number of shares was 127.4 million
(2024: 127.4 million).
Adjusted profit for the year increased by £0.1 million,
or 0.2%, to £16.7 million (2024: £16.6 million) and,
consequently, basic adjusted earnings per share was 13.08
pence (2024: 13.05 pence).
Dividends and reserves
The Group is committed to delivering returns for its
shareholders via a progressive dividend policy. The Board
has confidence in the Group’s financial position and
believes that its leading market positions, regulatory
tailwinds, product premiumisation upside and favourable
contribution per radiator will lead to strong future financial
performance, as demonstrated by the Group’s medium-
term targets published at our Capital Markets Event
in November 2024. On this basis, despite suppressed
earnings caused by short-term trading headwinds, the
Board recommends payment of a final dividend of 5.05
pence per share (2024: 4.81 pence per share) on 26 May
2026 to shareholders on the register at 24 April 2026,
an increase of 5% on the 2024 final dividend. The cost
to theGroup of the 2025 final dividend is £6.4 million
(2024:£6.1 million).
The Group paid an interim dividend in respect of the
year ended 31 December 2025 of 3.04 pence per share
(2024: 2.98 pence), an increase of 2% on the 2024 interim
dividend. Therefore, the total dividend in respect of
the year ended 31 December 2025 will be 8.09 pence per
share (2024: 7.79 pence), an increase of 3.9% on 2024.
Cash flow
The following table summarises the Group’s cash flow for
the years ended 31 December 2025 and 31 December 2024.
2025
£m
2024
£m
Movement
£m
EBITDA
(1)
44.1 43.5 0.6
Exceptional items –
cash items
(2.3) — (2.3)
Gain on disposal of property,
plant and equipment (0.1) (0.1) —
Share-based payment
charge 0.7 0.4 0.3
Working capital (0.8) (10.1) 9.3
Working capital –
exceptional items 0.3 (2.3) 2.6
Net capital expenditure (7.7) (8.4) 0.7
Cash flow from
operations
(1)
34.2 23.0 11.2
Income tax paid (8.0) (6.2) (1.8)
Net interest paid (5.7) (7.2) 1.5
Free cash flow
(1)
20.5 9.6 10.9
Cash flow from operations 34.2 23.0 11.2
Adjusted for
Exceptional items – cash items
2.3 — 2.3
Exceptional items impact
on working capital (0.3) 2.3 (2.6)
Adjusted cash flow
fromoperations
(1)
36.2 25.3 10.9
2025 2024 Movement
Cash flow from operations
(1)
(£m) 34.2 23.0 11.2
Adjusted cash flow from
operations
(1)
(£m) 36.2 25.3 10.9
Adjusted operating profit
(1)
(£m) 32.5 31.5 1.0
Cash flow from operations
conversion
(1)
(%) 105.4 73.0 32.4 ppts
Adjusted cash flow from
operations conversion
(1)
(%) 111.4 80.3 31.1 ppts
(1) The Group uses some alternative performance measures to track
and assess the underlying performance of the business. Alternative
performance measures are defined in the glossary of terms on page
149 and reconciled to the appropriate financial statements line item
in note 32. Note 32 also outlines the limitations of using alternative
performance measures.
The Group’s free cash flow for the year was £20.5 million
(2024: £9.6 million), an increase of £10.9 million. This
reflects improved working capital control, reduced capital
expenditure and reduced interest paid year on year,
partially offset by increased income tax paid. Selective
investments in working capital have been made in the
year to enhance customer relationships in the UK market;
however, these have been offset by more beneficial
payment terms due to a change in steel suppliers. Interest
payments have reduced year on year due to reductions
in interest rates. Capital expenditure has been reduced
due to a planned UK IT infrastructure project that has
been deferred until 2026. The increase in income tax paid
is impacted by the Group’s UK business becoming cash
tax paying in the year, after fully utilising its historical
tax losses.
Stelrad Group plc Annual Report 202544
Net debt and leverage
At 31 December 2025, net debt (including lease
liabilities) of £58.7 million (2024: £67.6 million)
comprises £70.1 million (2024: £78.3 million) drawn down
against the multicurrency facility and £7.6 million (2024:
£7.9 million) lease liabilities net of £19.0 million (2024:
£18.6million) cash.
2025
£m
2024
£m
Revolving credit facility – GBP 32.3 41.8
Revolving credit facility – Euro 13.1 13.1
Term loan 24.7 23.4
Cash (19.0) (18.6)
Net debt before lease
liabilities 51.1 59.7
Lease liabilities 7.6 7.9
Net debt 58.7 67.6
EBITDA 44.1 43.5
Debt leverage ratio before
lease liabilities 1.16x 1.37x
The debt leverage ratio before lease liabilities at
31 December 2025 was 1.16x (2024: 1.37x).
Leigh Wilcox
Chief Financial Officer
13 March 2026
Cash flow continued
The Group’s cash flow from operations for the year
was £34.2 million (2024: £23.0 million), an increase
of £11.2 million. Adjusted operating profit for the year
was £32.5 million (2024: £31.5 million), an increase of £1.0
million. Cash flow from operations conversion for the year
was 105.4% (2024: 73.0%), an increase of 32.4 ppts. Adjusted
cash flow from operations conversion for the year was
111.4% (2024: 80.3%), an increase of 31.1 ppts.
Capital expenditure
The Group’s capital expenditure mainly relates to
investment in operating plant and equipment. Key capital
expenditure in the year ended 31 December 2025 related
to various maintenance and upgrade projects, including
a successfully completed IT infrastructure upgrade in
our Turkish business. Capital expenditure for 2026 will
continue to focus on ensuring our operating platform
is well maintained whilst making a periodic investment
in our IT infrastructure.
Return on capital employed and capital
allocation priorities
Return on capital employed for the year was 30.1%
(2024: 27.1%), an increase of 3.0 ppts. This improvement
is due to an increase in adjusted operating profit and an
impairment of assets.
Capital allocation considerations remain high on the
Group’s agenda, and investment in working capital is
considered a key part of the Group’s prioritisation of
investment for organic growth under its capital allocation
framework set out at the Capital Markets Event in
November 2024. Additionally, alongside investment in
organic growth, dividends have progressively increased,
whilst the Group’s debt leverage ratio before lease
liabilities has improved to 1.16x (2024: 1.37x), demonstrating
a controlled and balanced approach to capital allocation
and balance sheet prudence given the challenging
macroeconomic environment.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 45
Capital allocation priorities
Investment for organic growth
Continued investment in:
• New product development
• Operational excellence
• Customer service
Shareholders returns
Via a progressive dividend policy
Leverage control
Targeting a leverage of c.1.0-1.5 x EBITDA
*
to enable:
• Reduced lending costs
• M&A flexibility
* Based on net debt before lease liabilities.
Selective acquisitions
Based on our consolidation criteria:
• Range enhancement
• Acquiring routes to market
• Acquiring brands
Strong free cash flow growth
Capital allocation
Strategic execution
The Board has ultimate responsibility for the Group’s system of internal control
and risk management, supported by the Audit & Risk Committee. The Board
understands that successful delivery of its strategic objectives depends
on effective risk management processes that enable the monitoring and
mitigation of existing risks and the early identification of emerging risks.
Monitoring and mitigation of
existing risks and the early
identification of emerging risks
The Group considers that the process for the
management of risk consists of three lines of defence.
Third line of defence
Independent review
Internal audit and other external assurance providers.
First line of defence
Business unit and management activity
Aligns to the bottom up activities detailed here.
Second line of defence
Group Board and Audit & Risk Committee
assurance model
Corresponds to the top down activities outlined here.
Risk management approach
The Group’s approach to risk management combines a
top down strategic assessment of risk and risk appetite
with a bottom up operational identification and reporting
process. Top down activities are carried out by the Group
Board and Audit & Risk Committee and consider the
strategy and operating environment of the Group. Bottom
up activities take place across the Group and capture
risks that are significant at a business unit, project or
functional level.
The risk evaluation process begins in the business units
with regular exercises undertaken by management to
identify and document the significant risks facing the
businesses. This process ensures risks are identified
and monitored and mitigating management controls
are embedded in the businesses’ operations. Risk
management teams are also set up for specific
projects or operations to consider the risks associated
with that project or specific operational area of the
business; for example, there is a separate climate
risk management team and a separate information
security risk management team. The risk assessments
from each of the operating businesses, and from the
project and operational risk teams, are reported to
Group management twice a year and are considered
in determining the principal risks of the Group with
reference to the Group’s strategy and operating
environment. The principal risks of the Group are
presented to the Audit & Risk Committee and the Board
for review and consideration. The principal risks of the
Group are mapped to key performance indicators, where
applicable, and these are reported to the Board at each
Board meeting.
New and emerging risks are considered through the
regular risk activities outlined here, the regular review of
risk research and other publications, and the results of
assurance activities. Emerging risks are also collated from
assessments made by the business units and through
considered risk oversight across the Group and industry.
Risk management
Stelrad Group plc Annual Report 202546
Board Ultimate responsibility for risk management
• Sets Group strategy
• Approves the Group risk management framework
• Sets the Group’s risk appetite
• Top down risk identification
• Reviews the Group’s principal risks
• Sets delegated levels of authority
Audit & Risk Committee Monitors risk management and assurance arrangements
• Supports the Board in risk management responsibilities and activities
• Reviews the effectiveness of key risk management and
control processes
Executive Directors Monitor performance and changes in key risks
• Provide regular risk management update reports to the Board and
the Audit & Risk Committee
• Report to the Board and the Audit & Risk Committee on the status of
key risks
• Provide guidance and advice to operating companies to assist with
identifying risks, assessing the extent of the impact of identified risks
and implementing mitigating actions
• Oversee health and safety activities
Business units/
operational and
project level risk
management teams
Identify, manage and report local risks
• Maintain local risk registers and risk management plans
• Identify risks
• Identify and implement mitigating actions
• Assess the likelihood and impact of each risk before and after
mitigating and contingent actions are taken
Risk management framework
Top down, bottom up approach
Identification of emerging risks
Risk appetite
The Group Board is responsible for setting and monitoring
the Group’s risk appetite. The Group Board accepts that,
in order to achieve its strategic objectives, and generate
suitable returns for shareholders, it must accept, and
manage, a certain level of risk.
The Group’s approach is to minimise exposure to
reputational, financial and operational risk, while
accepting and recognising a risk and reward trade-off in
the pursuit of its strategic and commercial objectives. The
Group Board assesses its risk appetite across a number of
risk categories according to a five-point scale, where one
is zero tolerance of risk and five is a high tolerance of risk.
For example, the Group has zero tolerance for risks relating
to health and safety.
The Group establishes its risk appetite through the use
of delegated authorities so that matters considered
higher risk require the approval of senior management
or the Group Board. The Group’s risk appetite remains
unchanged in the year.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 47
Risk management continued
Principal risks
The Board confirms that it has carried out a thorough
assessment of the principal and emerging risks facing the
Group. Set out opposite is the Board’s view of the principal
risks currently facing the Group, along with details of
the impact and strategic relevance of the risks and an
explanation of how the risks are managed or mitigated.
Each risk has been assigned to a risk owner, who is a
member of the Group Board or senior management.
The risk rating and risk appetite have been reported,
alongside the trend for each risk, based upon the changes
from the prior year. The Board acknowledges that the
Group is exposed to a wide range of risks; however, only
the risks that are believed to have the greatest impact
on the Group delivering its strategic objectives have
been listed.
The climate-related disclosures on pages 33 to 37
document our approach to climate risk management and
our compliance with the TCFD requirements.
Risk management and internal controls
The Board is responsible for establishing and maintaining
adequate internal controls over regular financial reporting
for the Group, including the consolidation process. There
is a comprehensive system of internal controls in place,
including the annual business plan which is reviewed
and approved by the Board. Monthly actual results are
reviewed by management against both the plan and
prioryear results. All data to be consolidated in the Group’s
financial statements is reviewed by management to
ensure that it complies with relevant accounting policies
and presents a true and fair reflection of the financial
performance and position of the Group.
Growing market share Improving product mix Optimising routes to market Positioning effectively for decarbonisation
1 2 3 4
Risk Risk owner Key stakeholders Link to strategy
1. Business disruption Chief Executive Officer and Group
Operations Director
Customers, suppliers and people
1 2 3 4
2. Customers Chief Executive Officer and Group
Strategic Marketing Director
Customers
1 2 3
3. Loss of
competitive advantage
Chief Executive Officer and Group
Strategic Marketing Director
Customers
1 2 3 4
4. IT failure or cyber breach Chief Executive Officer, Chief
Financial Officer and Group
Finance Director
Customers, suppliers, people
and investors
1 2 3
5. Supply chain risk Chief Executive Officer and Group
Operations Director
Suppliers
1 2 3 4
6. People and culture Chief Executive Officer and Chief
People Officer
People
1 2 3
7. Health and safety Chief Executive Officer, Chief
People Officer and Group
Operations Director
People
1
8. Political and economic
environment
Chief Executive Officer, Chief
Financial Officer, Group
Operations Director and Group
Strategic Marketing Director
Customers, suppliers, people
and investors
1 4
9. Climate change Chief Executive Officer and Group
Strategic Marketing Director
Communities and the
environment
1 4
Stelrad Group plc Annual Report 202548
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 49
Risk appetite
Medium
Risk rating
Low
Trend
No change
Risk description
The Group could be subject to disruption
due to incidents including, but not
limited to, pandemics, major accidents
or natural disasters.
Impact
• The Group’s production and
distribution facilities and processes
could be disrupted, due to events
including major accidents and natural
disasters, leading to an inability to
meet customer demands.
• A global pandemic could reduce
market demand for the Group’s
products.
• There is a risk of widespread absence
caused by infection without any
control measures in place and a
consequential loss of production
capacity due to staff shortages.
Mitigations
• Appropriate fire safety measures are
in place at key sites.
• Building modifications have been
made to address flooding risk.
• The majority of stock is stored in
racking high off the ground.
• Accident prevention measures are
put in place.
• Infection and pandemic risk
assessments and response procedures
are in place and reviewed regularly.
Measures that could be implemented
at short notice include:
– social distancing;
– regular testing on site;
– working from home and
segregation of staff; and
– following all applicable government
guidance in each location as
prescribed.
• Production volume can be flexed
across facilities around the Group.
• Business continuity plans are in place
and regularly updated.
• Appropriate business interruption
insurance is in place.
Risk appetite
Medium
Risk rating
Low
Trend
No change
Risk description
The Group, in some geographies, is
overly dependent on a small number of
customers, or on a particular market or
business segment.
Impact
• In certain markets, particularly the
UK, the Group derives a significant
proportion of its revenue from a
small number of customers. Failure
to manage these relationships or a
change in the organisational structure
of these entities could lead to a loss
of demand.
• Customers in declining markets could
consolidate suppliers.
• Evolving routes to markets could see a
shift in demand.
Mitigations
• The Group continues to maintain
and develop strong relationships in
all market channels, including strong
specifier relationships to generate
demand for the Group’s brands
through the distribution channel.
• The Group actively manages and
maintains its ongoing customer
relationships and will take
appropriate measures to seek to
regain lost customers.
• Regular strategic planning sessions
are held and analysis of routes to
market undertaken, with commercial
strategies reviewed and modified
as appropriate.
• The Group attends customer
events and product launches, and
participates in industry forums,
exhibitions and events.
• The Group actively manages and
maintains brand websites and its
social media presence to establish
and maintain a relationship with
the final consumer.
• Customer surveys and interviews
are carried out, particularly focused
on sustainability.
1. Business disruption 2. Customers
Risk management continued
Stelrad Group plc Annual Report 202550
Risk appetite
Medium
Risk rating
Low
Trend
No change
Risk description
New products, innovations or routes
to market could cause a loss of
competitive advantage.
Impact
• Competitors could gain a cost,
reputation or product advantage that
results in a loss of market share for the
Group or leads to price erosion.
• New product types or heating system
designs could enter the market or
increase market share as part of the
drive to “zero carbon”, for example
underfloor heating, electrification
or fan-assisted heat exchanger
products, resulting in a loss of Group
sales volumes.
Mitigations
• The Group continues to monitor
legislative changes and to evaluate
the potential impact of zero carbon
initiatives.
• The Group continues to maintain strong
customer and specifier relationships
to determine the most appropriate
solutions and builds relationships with
developers who are most likely to adopt
alternative solutions.
• The Group invests in the development
of new products to maintain
a competitive advantage in
changing markets.
• Appropriate product types are
brought to market under the Group’s
brands, including the introduction of
electrical products across the Group.
• The Group attends customer
events and product launches, and
participates in industry forums,
exhibitions and events.
• The Group actively manages and
maintains brand websites and its
social media presence to establish
and maintain a relationship with the
final consumer.
• Customer surveys and interviews
are carried out, particularly focused
on sustainability.
• The Group will continue to tightly
monitor and control costs.
• The Group closely monitors and
reacts to heating system studies that
are published.
Risk management in action
» Read more about how we are improving
product mix on page 12
Risk appetite
Low
Risk rating
High
Trend
No change
Risk description
Prolonged or major failure of the Group’s
IT systems or a significant security breach.
Impact
• A cyber attack at one of the Group’s
facilities could disrupt its production
and/or distribution capabilities
leading to an inability to meet
customer demands.
• Failure of our IT and communication
systems could affect any or all of
our business processes and have a
significant impact on our ability to
trade, collect cash and make payments.
• IT lifecycle risk results in behind-the-
curve reaction to IT developments,
meaning that new and emerging
opportunities are missed.
Mitigations
• IT and cyber training and education,
particularly around the identification
of fraud, are delivered to all staff.
Phishing campaigns are undertaken.
• Appropriate access rights are applied
on all IT systems across the business.
• Appropriate security software is
installed, including firewalls and anti-
malware, to protect our IT systems.
• Email scanning processes are
implemented.
• Robust systems and processes are in
place including data back-ups.
• Third party penetration testing is
carried out by all sites.
• The business uses internal and third
party expertise to keep up to date with
the latest developments.
• Disaster recovery plans are in place.
• There is continued investment in and
maintenance of IT systems across
the Group.
• The Group appointed cyber security
consultants to provide a security
operations centre and other related
services to the Group.
• An information security working group
has been set up to share best practice
across the Group and Information
Security Policies are in place.
• For major technology change projects,
including accounting and operating
system upgrades, trusted expert
advisers are used, trusted solutions
are implemented, working groups are
set up, rigorous testing is undertaken
and progress against targets is
monitored regularly.
3. Loss of competitive advantage 4. IT failure or cyber breach
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 51
Risk appetite
Low
Risk rating
Medium
Trend
Increasing
Reflecting the risk of changes to steel tariffs
Risk description
Failure of the supply chain either due
to lack of availability or unforeseen
price increases.
Impact
• A reduction of raw material availability,
in particular steel availability, could
restrict the ability of the Group to
manufacture products or negatively
impact profit margins. Unforeseen
increases in raw material prices, in
particular steel price and energy prices,
could harm profit margins.
• The introduction of local tariffs and
cross-border adjustment mechanisms
on raw materials, particularly steel
and energy, will impact profit margins
and cause uncertainty in the raw
materials market.
• Reduced security and availability of
energy supply could restrict the ability
of the Group to manufacture products.
• The Group has a wide-ranging
distribution chain which is critical
to the success of the Group and any
disruption in the supply chain could
impact on the ability of the Group to
meet customer demands and/or cause
a reduction in profitability.
Mitigations
• Raw material is dual sourced with all
key components and materials having
a secondary provider; this extends to
location dual sourcing. Contracts are
entered into with trusted raw material
suppliers, where appropriate, to ensure
security of supply.
• Raw material prices are constantly
monitored by the business. For the
purchase of raw materials, sufficient
stocks are maintained to protect
against sharp price rises and buy prices
are agreed in advance, largely on an
index-linked basis, to ensure visibility of
future prices.
• Where raw material prices are rising
the business has sufficient foresight to
implement selling price increases.
• Sufficient finished good stock levels
are maintained across the Group
to prevent against short-term
supply issues.
• The Group undertakes ongoing
supplier performance and relationship
building meetings, alongside supplier
reviews and audits.
• Long-term relationships are
maintained on good terms with
trusted shipping partners, and options
are available to use alternative forms of
transport, for example trucks instead of
shipping.
• Energy prices are fixed with suppliers
for the forthcoming year where this
option is available.
• Production volume can be flexed
across facilities around the Group.
• The Group pays suppliers on a
timely basis.
• The Group will continue to
tightly monitor and control costs
and to review and control any
discretionary spend.
• The Group invests in appropriate
energy saving initiatives across its sites,
in line with its sustainability strategy,
with solar panels in place at the
warehouse in the Netherlands and at
the factory in Italy.
• The Group monitors legislation
associated with local tariffs and
cross-border adjustment mechanisms
on raw materials and has undertaken
financial modelling to assess
the impact.
Risk management in action
» Go to page 40 to view the KPI for suppliers
with up-to-date audits
5. Supply chain risk
Risk management continued
Stelrad Group plc Annual Report 202552
Risk appetite
Low
Risk rating
Medium
Trend
No change
Risk description
Being unable to retain key personnel and
attract skilled individuals or deterioration
of our relationships with unions and
workers’ representatives.
Impact
• The loss of key personnel or the
inability to put the correct succession
planning in place could lead to a
shortage of experience that could
damage business performance.
• Labour shortages/workforce strikes or
the increase in costs of skilled labour
could increase the costs of the Group
or lead to delays in production.
• Inflationary increases in staff costs
could harm profit margins.
• Lower than inflationary pay increases
could result in workforce losses.
Mitigations
• Deputies are in place for immediate
interim assumption of key roles.
• Longer-term succession planning
focuses on identification and
development of potential successors
for key roles.
• Documented processes are in place
for key functions to ensure continuity
of process.
• Policies and procedures are
embedded to ensure appropriate
management practices and to
minimise the risk of fraud or error.
• Knowledge sharing and support
are available from other functions
and sites.
• Any necessary recruitment process
will be identified, commenced and
progressed in a timely manner,
where necessary.
• Relationships with unions and works
councils are managed closely.
• Pay rates are maintained at a
competitive level to attract and
retain staff.
• Training and development
programmes are in operation,
including apprenticeship and other
formal trainee programmes, alongside
individual performance reviews.
• Employee relationships are well
maintained locally through employee
engagement activities and
regular communication, including
newsletters.
• The Group regularly reviews, updates
and broadens its Group policies.
Risk management in action
» Read more in our spotlight on skills
development on page 31
» Go to page 39 to view our KPIs on enabling an
exceptional workforce
Risk appetite
Low
Risk rating
Low
Trend
No change
Risk description
Failure to comply with health and safety
legislation and regulatory requirements
including obligations to take the
correct measures to prevent fatalities or
serious injury.
Impact
• The Group’s production,
manufacturing and distribution
operations are carried out under
potentially hazardous conditions.
Accidents, events or conditions that
are detrimental to the health and
safety of the Group’s employees,
including, for example, as a result of
operating heavy machinery, could
have a material adverse effect on
the Group’s business, reputation and
financial results.
Mitigations
• Health and safety are proactively
managed with robust processes in
place to identify and manage risks.
• Regular health and safety meetings
covering performance, incidents,
improvements and best practice
are attended by Group and local
representatives.
• Health and safety key performance
indicators are recorded and reported
to management and the Board
regularly, alongside details of any
incidents and improvements.
• Health and safety training is
provided regularly across the Group,
including annual safety days held at
manufacturing sites.
• Health and safety audits are
conducted at least annually at each
manufacturing site.
• The Group has invested heavily
in reducing risk, for example by
introducing appropriate machinery
guarding and also introducing robotics.
• Where health and safety incidents
arise, there are rigorous processes in
place to learn from these incidents and
put in place procedures and training to
prevent them from reoccurring.
Risk management in action
» Read more in our spotlight on safety days
on page 32
» Go to page 40 to view our health
and safety KPIs
6. People and culture 7. Health and safety
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 53
Risk appetite
Low
Risk rating
Medium
Trend
Increasing
Due to heightened awareness of the impacts
of changes in the global climate
Risk description
Failure to evolve business practices and
operations in response to climate change.
Impact
• See climate-related risks on pages
36 and 37.
Mitigations
• See climate-related risks on pages
36 and 37.
Risk management in action
» Read more in our spotlight on energy efficiency
through maintenance and reducing plastic
packaging on pages 28 and 29
» Go to page 38 to view our KPIs for driving better
environmental performance
Climate change
Failure to manage and mitigate climate
change is identified as a risk on the
Group register. Given the scale and the
potentially significant impact of climate
risk on the Group, it is essential to
understand how climate change might
impact the business and which strategies
may be employed to mitigate any
exposure to the business. Expertise and
resources have been allocated to manage
climate risk across the organisation and
to determine the impact that this risk
may have on the business model and
the broader Group strategy over the
short, medium and long term. Climate
risk is considered at a Board level when
discussing Group strategy and making
Board decisions.
Work undertaken by the Group to date
to understand the impact of climate
change, as well as potential risks and
opportunities considered by the business,
are further outlined in the TCFD section
found on pages 33 to 37.
Risk appetite
Medium
Risk rating
Medium
Trend
No change
Risk description
Failure to evolve business practices and
operations in response to the changing
political and economic environment.
Impact
• A change in political conditions in
Turkey could give rise to an adverse
change in the Group’s Turkish
operations, either due to the costs
to produce, the availability of labour
or the ability for Turkey to interact
globally with other economies.
• A change in political conditions in any
of the countries in which the Group
operates could give rise to an adverse
change in the Group’s operations.
• The Group is exposed to potential
changes in economic circumstances
as a consequence of political events,
examples of which include exchange
rate fluctuations and reductions in
private disposable income.
• Inflationary price increases could harm
profit margins; this is a particular risk
in Turkey where the Turkish Lira has
been hyperinflationary in recent years.
• High inflation across Europe could
lead to a reduction in consumer
spending.
• A significant increase in interest rates
would increase interest costs for
the Group.
• Market lending capacity could reduce.
Mitigations
• The Group continuously monitors
legislative changes and evaluates any
potential impact.
• Exchange rate fluctuations are
mitigated using the natural hedge of
key currency spend where possible.
• For currencies where there is no
natural hedge, and where deemed
necessary, appropriate exchange
forward contracts are entered into
to fix the parity over the short to
medium term in line with the Group’s
hedging policy.
• A Group currency hedging strategy,
approved by the Audit & Risk
Committee, is in place.
• The Group monitors and actions
loan renewals on a timely basis. The
existing loan facility is in place until
December 2028 with an extension
option for two further years.
• Production volume can be flexed
across facilities around the Group.
• The Group undertakes regular going
concern modelling and forecasting,
including sensitivity analysis and loan
covenant monitoring.
9. Climate change8. Political and economic environment
Viability statement and going concern
Viability statement
The Board has considered the viability of the Group
over a three-year period to 31 December 2028, taking
into account the Group’s current financial position and
forecasts, as well as the potential impact of the principal
and emerging risks and uncertainties facing the Group.
The three-year period chosen is one for which the Board
believes that it can forecast with a degree of accuracy
and certainty. While the Board has no reason to believe
that the Group will not be viable over a longer period, it
recognises that there is inherent uncertainty involved
in looking further forward than three years. The Board
believes that this timeframe also increases reliability in
the modelling and stress testing of the Group’s viability
and provides the users of the Annual Report with a
reasonable degree of confidence over the Group’s viability.
Additionally, three years aligns with the Group’s business
planning cycle and a three-year horizon is typically
the period over which the Group reviews its external
banking facilities.
The Group’s annual business plan process looks at
financial projections for the next three years, including
profitability, balance sheet liquidity and cash flow. The
business plan is a detailed bottom up process and is
used to perform central debt, headroom and covenant
compliance analysis. A sensitivity review is performed
on the most significant risks, as well as a combination
of those risks. The output of the annual business plan
process is reported to the Board for consideration. The
Group monitors performance through the financial year
against this budget and prior year actual performance
with a formal reforecast process conducted on at least a
quarterly basis.
The financial position of the Group remains robust. The
Group has in place a £100 million multicurrency facility,
made up of a £76.027 million revolving credit facility
and a €28.346 million term loan facility. At 31 December
2025, the whole term loan was drawn along with £45.397
million of the revolving credit facility. The facility matures
in December 2028 with an extension option for two
further years.
The Board believes that the business model remains
highly relevant to the long-term viability of the Group. The
regulatory drive towards making new and existing homes
more energy efficient will continue, meaning that there
will be increased opportunities to play a part in providing
greener solutions for heating homes.
The Board has carried out a robust assessment of the
principal and emerging risks facing the Group, including
those that would threaten its business model, future
performance, liquidity or solvency. Principal and emerging
risks to the business are identified through the risk
management process and are set out on pages 46 to
53. They are recorded in a Group risk register, which
is reviewed and discussed at Audit & Risk Committee
meetings, which are held at least three times per annum.
The review has considered all the principal and emerging
risks identified by the Group, but a selection of risks was
considered to pose a severe but plausible downside
scenario if they occurred. These risks have been stress
tested to assess the viability of the Group. The sensitivities
modelled used the same assumptions as for the going
concern statement up to the end of the going concern
period, as set out in the going concern statement later
on this page, with further assumptions applied for the
period outside of the going concern period up to 31
December 2028.
The Board has carefully considered the principal and
emerging risks of the Group and the impact of those risks
on the viability of the Group and the Board confirms that
it has a reasonable expectation that the Group will be able
to continue in operation and meet its liabilities as they fall
due over the period of assessment.
Going concern statement
The Group’s financial position, cash flows and liquidity
position are set out in the financial statements.
Furthermore, note 30 to the consolidated financial
statements includes the Group’s objectives and policies
for capital management, and note 31 to the consolidated
financial statements outlines the Group’s financial risk
management objectives and policies, details of its financial
instruments and its exposure to credit and liquidity risk.
As part of their year-end review, the Directors have
performed a detailed going concern review looking at the
Group’s current financial position and forecasts, cash flows,
liquidity and loan covenant compliance over the forecast
period, and taking into account the potential impact of
the principal and emerging risks facing the Group. The
Directors have also applied severe but plausible downside
scenario testing to the Group forecasts. Under a severe but
plausible downside scenario, the Group remains within its
debt facilities and its financial covenants until the end of
the going concern period.
Based on the output of this going concern review, the
Directors have concluded that, at the time of approving
the financial statements, the Group will be able to
continue to operate within its existing facilities and is
well placed to manage its business risks successfully. The
Directors also used the financial forecasts as the basis
for their assessment of the Group’s ability to continue
as a going concern for at least twelve months from the
date of approval of the financial statements. Therefore,
the financial statements have been prepared on a going
concern basis.
Stelrad Group plc Annual Report 202554
Going concern statement continued
The Group meets its day-to-day working capital
requirements through a £100 million bank loan facility,
made up of a £76.027 million revolving credit facility and
a €28.346 million term loan facility, which is in place up to
December 2028 with an extension option of two further
years. At the year-end date the Group had drawn down
the whole term loan along with £45.397 million of the
revolving credit facility. The remainder of the facility and
cash balances of £18.978 million were available to enable
day-to-day working capital requirements to be met.
The financial covenants on the £100 million bank loan
facility are for leverage (net debt (excluding IFRS 16 finance
leases)/adjusted EBITDA (before exceptional items)) of
not more than three times and for interest cover of not
less than three times. The Group has complied with the
covenants during the year ended 31 December 2025 and,
as discussed above, is forecast to comply with covenants
in the going concern period. The calculations of net debt
(excluding IFRS 16 finance leases) and adjusted EBITDA
(before exceptional items) are provided in note 32.
The forecast base case scenario has been prepared using
robust forecasts from each of our operating companies,
with each considering the risks and opportunities the
businesses face. Two key sensitivities have been applied
to prepare what is considered to be a severe but plausible
downside scenario, these being:
• the reduction in volumes; and
• a reduction of the contribution per radiator from
forecast levels to reflect a reduction in profitability due
to external factors.
Volumes
Volumes could reduce in the future due to competitive
pressures or market weakness and this has been modelled
as a downside risk.
Contributions per radiator
The Group’s contribution per radiator sold has increased
in recent years. There is a downside risk that competitive
pressures could reduce the Group’s contributions in
the future.
In the downside scenario, volumes have been reduced
and the contribution per radiator has been reduced for
the whole period. Under these circumstances, the Group
would remain compliant with both of its covenants
without the adoption of mitigating actions. Mitigating
actions could include restructuring the cost base, and
implementation of further cash saving measures, such
as reducing advertising costs and other discretionary
expenditure, deferral of capital expenditure, delayed/
reduced dividend payments and active management of
net working capital.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 55
Non-financial and sustainability information statement
Non-financial and sustainability information statement
The table below sets out where information relating to non-financial and sustainability matters can be found in our Strategic Report and our Governance Report.
Compliance statement
Stelrad Group plc has complied with the requirements of sections 414CA and 414CB of the Companies Act 2006 (as amended by The Companies (Strategic Report) (Climate-related
Financial Disclosure) Regulations 2022) with the table disclosed below and other disclosures throughout the Strategic Report and the Governance Report. The climate-related financial
disclosures of the Company are contained within the Task Force on Climate-related Financial Disclosures (“TCFD”) section on pages 33 to 37 of this Annual Report.
Reporting requirement Relevant policies and standards which govern our approach Read more in this report
Page
reference
Environmental
matters
• Risk management framework (including
climate risk management)
• Code of Conduct
• Local corporate social responsibility policies
• UN SDGs
• ISO 14001 (environmental management) and ISO
50001 (energy management)
• Sustainability strategy and
sustainability framework
• Environmental Policy
• Sustainable Procurement Policy
• The Ten Principles of the UN
Global Compact
• Risk management
• Sustainability Report
• Task Force on Climate-related
Financial Disclosures
• Stakeholder engagement
» 46
» 25
» 33
» 20
Climate change
and sustainability
• Risk management framework (including
climate risk management)
• UN SDGs
• ISO 14001 (environmental management) and ISO
50001 (energy management)
• Sustainability strategy and sustainability
framework
• Environmental Policy
• Sustainable Procurement Policy
• Risk management
• Sustainability Report
• Task Force on Climate-related
Financial Disclosures
» 46
» 25
» 33
Employees • Whistleblowing Policy
• Equality, Diversity and Inclusion Policy
• Code of Conduct
• Health and safety policies and procedures
• Sustainability strategy and
sustainability framework
• Conflicts of Interest Policy
• Social dialogue statement
• Information Security Policy
• UN SDGs
• The Ten Principles of the UN
Global Compact
• Stakeholder engagement
• Sustainability Report
• Directors’ Remuneration Report
• Nomination Committee Report
• Statement of Corporate Governanc16e
• Audit & Risk Committee Report
» 20
» 25
» 79
» 74
» 63
» 69
Social matters • Group purpose and values
• Code of Conduct
• Local corporate social responsibility policies
• Equality, Diversity and Inclusion Policy
• Social dialogue statement
• Stakeholder engagement
• Sustainability Report
» 20
» 25
Stelrad Group plc Annual Report 202556
Reporting requirement Relevant policies and standards which govern our approach Read more in this report
Page
reference
Human rights • Modern Slavery Statement
• Equality, Diversity and Inclusion Policy
• Code of Conduct
• UN SDGs
• The Ten Principles of the UN
Global Compact
• Stakeholder engagement
• Sustainability Report
• Statement of Corporate Governance
» 20
» 25
» 63
Anti-bribery and
corruption
• Code of Conduct
• Anti-Corruption and Bribery Policy
• Dealing Policy
• Insider Dealing and Market Abuse Policy
• Conflicts of Interest Policy
• UN SDGs
• The Ten Principles of the UN
Global Compact
• Statement of Corporate Governance
• Audit & Risk Committee Report
» 63
» 69
Business model n/a • Our business model
• Our strategy
» 10
» 12
Principal risk • Risk management framework • Risk management
» 46
Non-financial KPIs n/a • Key performance indicators
• Sustainability Report
» 18
» 25
Compliance statement continued
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 57
Dear shareholders
On behalf of the Board, I am pleased to present the
Corporate Governance Report of Stelrad Group plc. The
report summarises the governance structure and the
governance procedures of the Group and, specifically, sets
out the following:
• details of the Board of Directors and their biographies;
• the Board skills matrix (page 65);
• the role of the Board and how it delegates authority
(pages 63 and 64);
• the key roles of the Board and the division of
responsibilities (page 64);
• the Audit & Risk Committee Report (pages 69 to 73);
• the Nomination Committee Report (pages 74 to 78);
• the Remuneration Committee Report (pages 79
to 96); and
• the Directors’ Report (pages 97 to 101).
Purpose, culture and values
The Board believes that good governance enhances
long-term shareholder value and promotes a sustainable
business. The Board also believes that all decisions should
be made for the benefit of all stakeholders and to ensure
the long-term success of the Group. It is a priority of the
Board to set the culture and values of the Group and to
lead by example.
The Board believes that
good governance enhances
long-term shareholder
value and promotes
a sustainable business.
Bob Ellis
Chair
Chair’s introduction to governance
Each member of the Board brings their own set of skills,
knowledge and experience. We believe that their broad
ranging knowledge and experience enable them to
provide independent challenge in Board discussions
and enhanced insight to the Group’s business model
and strategy. Details of the Board of Directors and their
biographies can be found on pages 60 and 61.
The core purpose of Stelrad Group plc of helping to heat
homes sustainably is proudly delivered by the Group
with oversight from the Board. Our core purpose is a
key component of our sustainability framework, which is
outlined in the Sustainability Report on pages 25 to 32.
The Group has established five values that provide its
moral compass, governing the fundamentals of who we
are and what we believe is right. These values define the
culture we seek to maintain:
• respect – we harness the power of diversity and
inclusion in our business, trust those we work with, and
value everyone’s contribution;
• integrity – we operate with honesty, transparency and
fairness in all we do;
• service – we act with empathy and humility, putting
people and businesses we serve at the centre of
what we do;
• excellence – we champion innovation and use our
energy, expertise and resources to make a positive
difference to the environment; and
• stewardship – we prize sustainability and are passionate
about leaving things better than we found them.
Stelrad Group plc Annual Report 202558
Compliance with the 2024 UK Corporate
Governance Code
The Board is committed to the highest standards of
corporate governance. Since admission, we have strived
to comply with the UK Corporate Governance Code (the
“Code”); further details are included in the Statement of
Corporate Governance on page 63.
In January 2024, the Financial Reporting Council updated
the UK Corporate Governance Code. This new Code
applies to financial years beginning on or after 1 January
2025, with the exception of Provision 29 which will apply
to financial years beginning on or after 1 January 2026.
The Company has considered the implications of this new
Code in its activities during the year and in the production
of this report.
Board composition and diversity
The Board recognises the advantages of having a diverse
and inclusive Board in bringing different perspectives to
the debate and decision-making processes of the Board,
to the benefit of all stakeholders.
There was no change in the composition of the Board
in 2025. In February 2026, Martin Payne, Non-Executive
Director and Chair of the Audit & Risk Committee, notified
the Board that he will not be standing for re-election and
will retire from the Board at the 2026 AGM. A replacement
Non-Executive Director and Chair of the Audit and Risk
Committee will be appointed in due course.
The Company has met one of the three targets for
diversity in the Listing Rules. Further details on the Group’s
progress against the new targets for diversity prescribed
by the Listing Rules can be found in the Nomination
Committee Report on pages 76 and 77.
The Board continues to encourage diversity and inclusion
across the Group, and the Board and the Nomination
Committee remain focused on this area when considering
Board succession.
Board engagement
2025 saw the Board visiting the Group’s radiator
manufacturing site in Moimacco, Italy. The visit was
successful and included a tour of the manufacturing and
warehousing facilities and the opportunity to meet key
employees from across the business.
Board evaluation
The Board evaluation process continues to gather
momentum. It is pleasing to see the actions of the
previous evaluations being addressed and also to see
additional progressive recommendations being made
during the 2025 evaluation. More details on these
recommendations can be found in the Nomination
Committee Report on pages 77 and 78. Addressing these
recommendations will be a key focus for 2026.
Stakeholders
The Board understands the importance of listening to all
stakeholders and making sure that their views are heard
and acted upon. Our Section 172 statement on page 62
details how the Board has engaged with stakeholders
during the year.
The strategy and business model of the Group aim to
deliver sustainable growth for the business and long-term
benefits for all stakeholders.
The Board looks forward to the Annual General Meeting of
the Group as an opportunity to continue to engage with
our stakeholders.
Bob Ellis
Chair
13 March 2026
2025 saw the Board
visiting the Group’s radiator
manufacturing site in
Moimacco, Italy. The visit was
successful and included a
tour of the manufacturing
and warehousing facilities
and the opportunity to
meet key employees from
across the business.
Bob Ellis
Chair
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 59
Bob Ellis
Chair
Bob Ellis is a Director and the Chair of the
Board and joined the Group in August 2009.
Skills and experience
Mr Ellis has a strong financial background
with significant experience in operational
restructuring and has also worked with
various companies with private equity
ownership, across a number of sectors,
including the retail, manufacturing and
construction sectors.
External appointments
Mr Ellis currently holds directorships on
the board of Whittan Group as chair of the
remuneration and audit committees, the
board of Reconomy as chair of the board
and remuneration and audit committees
and the board of Outright Games as chair of
the remuneration and audit committees.
Leigh Wilcox
Chief Financial Officer
Leigh Wilcox is the Chief Financial Officer
of the Group and joined the Group in
January 2012.
Skills and experience
Since 2012, Mr Wilcox has been an
integral member of the Group’s Finance
department and has gained significant
experience during that time, including
cross-business engagement, corporate
transactions, financing activities, the Group’s
IPO and development of the Group’s post-
IPO governance landscape.
Mr Wilcox was previously a manager at
PwC where he qualified as a Chartered
Accountant (ICAEW). He studied at the
University of York and graduated with a BSc
(Hons) in Economics.
External appointments
None.
Trevor Harvey
Chief Executive Officer
Trevor Harvey is the Chief Executive Officer
of the Group and joined the Group in
January 2000.
Skills and experience
Prior to joining the Group, Mr Harvey held
management positions as managing
director of Myson Radiators and managing
director of Myson Heat Emitters, both of
which operate within the radiator and heat
emitter sector. He studied at the University
of Newcastle upon Tyne and graduated with
a BSc (Hons) in Mechanical Engineering.
External appointments
None.
Edmund Lazarus
Non-Executive Director
Edmund Lazarus is a Non-Executive
Director and joined the Group in
November 2014.
Skills and experience
Mr Lazarus is also managing partner and
founder of EMK Capital. Prior to EMK Capital,
Mr Lazarus was managing partner of Bregal
Capital which he co-founded in 2002. He
has been in senior private equity positions
for over 20 years. Mr Lazarus’ prior career
was as a strategic consultant with Bain &
Co and as an M&A and corporate finance
adviser with SG Warburg and Merrill Lynch
before entering the private equity industry
with Morgan Stanley Capital Partners.
External appointments
In addition to being a partner of EMK
Capital LLP, Mr Lazarus holds a number
of other external appointments in private
equity portfolio companies.
Audit & Risk Nomination Remuneration Chair of Committee
Committee key
Board of Directors
N
A N R
Stelrad Group plc Annual Report 202560
Nicholas Armstrong
Non-Executive Director
Nicholas Armstrong is a Non-Executive
Director and joined the Group in
November 2015.
Skills and experience
Mr Armstrong is a partner and member of
the founding team at EMK Capital. Prior to
EMK, Mr Armstrong was part of the Bregal
Capital team from mid-2014 and worked
extensively across a number of portfolio
companies including Stelrad Group. Prior
to joining Bregal, Mr Armstrong worked
in Nomura’s UK M&A team in London and
Nomura’s Australian M&A team in Sydney.
He graduated from the University of Sydney
with a Bachelor and Master of Commerce.
External appointments
In addition to being a partner of EMK
Capital LLP, Mr Armstrong holds a number
of other external appointments in private
equity portfolio companies.
Nicola Bruce
Non-Executive Director
Nicola Bruce is an independent Non-
Executive Director and joined the Group in
October 2021.
Skills and experience
In addition to her significant non-executive
board experience, Ms Bruce was a partner
at the Monitor Group (now Deloitte) and
group director of strategy at De La Rue plc.
Ms Bruce holds a number of non-executive
roles in the housing and building materials
sectors. She is a fellow of the Chartered
Institute of Management Accountants and
holds an MBA from INSEAD and an MA
(Hons) in PPE from Oxford University.
External appointments
Ms Bruce is currently senior independent
director and chair of the remuneration
committee at MJ Gleeson plc and chair of
the remuneration committee at Ibstock
plc. She is also a non-executive director of
OFWAT, the economic regulator for England
and Wales.
Katherine Innes Ker
Non-Executive Director
Katherine Innes Ker is the Senior
Independent Director and joined the Group
in February 2024.
Skills and experience
Dr Innes Ker has gained extensive executive
and non-executive experience across a
range of sectors in a career spanning over
30 years. She was a non-executive director of
Vistry plc until 2023, and senior independent
director of Go-Ahead Group until 2020.
DrInnes Ker has also held positions as a
non-executive director at Taylor Wimpey plc,
St Modwen Properties plc, Bryant Group plc,
Gigaclear Ltd, Colt Group SA, Gyrus Group
plc and the Ordnance Survey. She was
chair of Sovereign Housing Association and
Victoria Carpets and deputy chair of Marine
Farms ASA. Dr Innes Ker holds an MA (Hons)
in Chemistry and a DPhil in Molecular
Biophysics from Oxford University.
External appointments
Dr Innes Ker is currently senior independent
director and chair of the remuneration
committee of Forterra plc and non-
executive director of Ground Rents Income
Fund plc. She is chair of the remuneration
committee of Balliol College, Oxford.
Martin Payne
Non-Executive Director
Martin Payne is an independent Non-
Executive Director and joined the Group in
October 2021.
Skills and experience
Mr Payne is an experienced chief executive
officer and was formerly the chief executive
officer of Genuit Group plc (formerly
Polypipe Group plc), a UK FTSE 250 building
materials company. Prior to that Mr Payne
was chief financial officer of Polypipe Group
plc and has also held the roles of group
finance director at Norcros plc and group
financial controller at JCB. Mr Payne was
also a director and chair of the Construction
Products Association, the trade association
that represents the UK building materials
industry. Mr Payne is a qualified accountant
and a fellow of the Chartered Institute of
Management Accountants and holds a
BA (Hons) in Economics from Durham
University.
External appointments
Mr Payne is currently senior independent
director and chair of the audit committee of
Churchill China PLC and chair of the audit
committee of Topps Tiles plc.
A A A
R R R
N N N
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 61
Section 172 statement
Section 172 statement
The Board of Directors of Stelrad Group plc, both
individually and together, consider that they have acted
in good faith and in a way that would be most likely
to promote the long-term success of the Group and
Company for the benefit of its members as a whole
(having regard to the stakeholders and matters set out
in section 172(1)(a–f) of the Act) when making decisions
during the year ended 31 December 2025.
The Board considers its key stakeholders to be its people,
customers, suppliers and investors, and also recognises
the importance of the communities and environment in
which the Group operates. The Board takes the views of
its stakeholders seriously in setting and implementing
the Group strategy and believes that good stakeholder
engagement is key to the long-term success of Stelrad
Group plc. Stakeholder considerations also form part of
any Board discussions which lead to decision making.
Each year the Group undertakes a detailed business
planning process, during which the Group sets out its
short and long-term plans and, as part of this process,
carefully assesses any consequences of these plans. The
main objective of the business planning process is to
define a direction that will most likely promote the success
of the Group for all stakeholders. The Board will also, on an
ad hoc basis, consider other decisions, both strategic and
operational, and in doing so will ask the Group to explore
various alternatives and the likely consequences of each.
Decision making by the Board
The Stakeholder Engagement section of the Annual
Report, on pages 20 to 24, sets out how Stelrad Group
plc and the Board have engaged with key stakeholders.
In addition to the information provided here, the Group’s
business model on pages 10 and 11 and the Group’s
strategy on pages 12 and 13 outline how the Group
engages with its stakeholders and how the business
creates value for each of them. Furthermore, our ESG
strategy and activity, which directly or indirectly impact
all of our stakeholders, are outlined in the Sustainability
Report on page 25.
As the Board of Directors, our intention is to behave
responsibly towards our stakeholders at all times and treat
them fairly, so that they all benefit from the successful
delivery of our plan.
» Read more in our Governance Report on page 63
Board information
• Board training and induction,
including section 172 training.
• Board papers including financial and
non-financial information.
• Advice and presentations by internal
and external experts.
• Board engagement with key
stakeholders.
Board discussion
• Section 172 considerations are
taken into account in the Board’s
discussions, including the long-term
impacts on the Group, its stakeholders
and the wider environment.
• Section 172 is taken into account in
the Board’s decision making.
• The Board satisfies itself that
information provided is sufficient,
accurate and comprehensive to
enable decision making, and further
information is requested if required.
• The Executive Management team
provides information on a timely basis
and further assurance where required.
Board decision
• Actions are taken to implement the
Board’s decisions.
Board review
• The Board is provided with
information on the outcomes and
actions of its decisions.
1
2
3
4
Stelrad Group plc Annual Report 202562
Acting responsibly towards
our stakeholders at all times
Statement of corporate governance
Compliance with the Code
The Board is committed to the highest standards of
corporate governance and fully supports the principles set
out in the UK Corporate Governance Code (the “Code”).
The Board confirms compliance with the 2024 Code
except in the following areas:
Board composition
At least half the Board, excluding the Chair, should be
Non-Executive Directors whom the Board considers to
be independent
The Company does not comply with the Code provision
that at least half the Board, excluding the Chair, should
be Non-Executive Directors whom the Board considers
to be independent. For the period from 1 January 2025 to
31 December 2025, the Board, excluding the Chair, was
made up of four non-independent and three independent
Directors and was therefore not compliant.
Two of the current Non-Executive Directors are
representatives of the Major Shareholder as a condition
of the Relationship Agreement. Although the number
of Non-Executive Directors on the Board who are not
considered to be independent is expected to reduce
over time, with reductions in the shareholding of
the Major Shareholder leading to adjustment of the
conditions set by the Relationship Agreement, the
Board also continues to consider potential recruitment
of additional independent Directors as part of Board
succession planning.
Independent Chair
The Chair should be independent on appointment
The Code outlines that the Board Chair should be
independent on appointment when assessed against the
circumstances set out in the Code. The Board Chair, Bob
Ellis, has in the past held, and continues to hold, various
positions with portfolio companies owned by affiliates of
The Board, supported by the Audit & Risk Committee, is
responsible for the Group’s systems of internal control and
risk management and for ensuring that these systems of
governance are strong and effective. The Board also sets
the risk appetite of the Group.
The Board’s main responsibilities are included in a
schedule of matters reserved for the Board, as set
out below:
• strategic matters – responsibility for the overall
leadership of the Group and setting and monitoring
the Group’s strategy, values and standards;
• structure and capital – approving or recommending
any changes relating to the Group’s capital structure;
• financial reporting and controls – approving the Group’s
annual financial statements and reports, and approving
the Group’s business plan, budget and forecasts;
• agreements – approving major capital projects,
investments, contracts and lending or borrowing by the
Group (outside of the Treasury Policy);
• communications with shareholders – ensuring an
effective engagement strategy with shareholders;
• Board appointments and remuneration – approving
changes to the structure, size and composition of
the Board;
• risk assessment and internal controls – ensuring the
maintenance of sound systems of internal control and
risk management, and monitoring these systems; and
• corporate governance – reviewing the Company’s
overall corporate governance arrangements and
assessing and monitoring the Group’s culture.
The membership of the Board is detailed below:
• a Non-Executive Chair;
• two Executive Directors;
• three independent Non-Executive Directors, including
a Senior Independent Director; and
• two Major Shareholder Representative Directors.
The Directors of the Company who were in office during
the year and up to the date of signing the financial
statements are detailed on pages 60 and 61.
The Bregal Fund III LP, the Company’s Major Shareholder,
and was initially appointed as a Non-Executive Director
of the Group in 2009. By virtue of holding these positions
with portfolio companies owned by affiliates of the Major
Shareholder and taking into account Mr Ellis’ tenure as
a Non-Executive Director, the Board does not consider
that the Chair should be viewed as being independent on
appointment by reference to the independence criteria
set out in the Code. This constitutes non-compliance
with Provision 9 of the Code. The Chair has been involved
with the Group over the last 15 years, and as Chair since
2013, and has made a major contribution to the Group’s
growth and success. Whilst a Board Chair succession plan
is in place, the Board continues to be unanimously of the
opinion that Mr Ellis’ continued involvement as Chair will
help to ensure the ongoing success of the Company.
The Chair should not remain in post beyond nine years
from the date of their first appointment to the Board
The Board Chair, Bob Ellis, was appointed as a Non-
Executive Director of the Group in 2009 and as Chair in
2013. This constitutes non-compliance with Provision 19 of
the Code. Whilst a Board Chair succession plan is in place,
the Board is unanimously of the opinion that Mr Ellis’
continued involvement as Chair will help to ensure the
ongoing success of the Company.
A copy of the Code can be found at www.frc.org.uk.
Role of the Board and its Committees
Board
The role of the Board is to set and monitor the Group’s
purpose and strategy in order to promote sustainable
growth and the long-term success of the business and,
in doing so, generate value for the shareholders. It is the
responsibility of the Board to ensure that the strategy of
the business is in alignment with the culture and values of
the organisation. The Board is also responsible for taking
into account the views and interests of all stakeholders,
including the wider community, through engagement
with a wide range of stakeholders.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 63
Audit & Risk Committee
Responsibility for oversight of the Group’s financial reporting,
internal controls, risk management and relationship with the
external auditors.
Members:
• Three independent Non-Executive Directors –
Martin Payne (Chair), Katherine Innes Ker and Nicola Bruce.
» The Audit & Risk Committee Report can be found on page 69
Nomination Committee
Responsibility for the composition of the Board and
Committees of the Board including succession planning and
ongoing review of diversity policies.
Members:
• Three independent Non-Executive Directors –
Katherine Innes Ker (Chair), Martin Payne and Nicola Bruce.
• One Major Shareholder Representative Director –
Edmund Lazarus.
» The Nomination Committee Report can be found on page 74
Remuneration Committee
Responsibility for the Remuneration Policy, setting individual
remuneration levels for Executive Directors and the Chair,
and aligning workforce remuneration and related policies
with the Group’s strategy and culture and the requirements
of the Code.
Members:
• Three independent Non-Executive Directors – Nicola Bruce
(Chair), Katherine Innes Ker and Martin Payne.
» The Remuneration Committee Report can be found on page 79
Statement of corporate governance continued
Role of the Board and its Committees continued
Board continued
As envisaged by the Code, the Board has established an
Audit & Risk Committee, a Nomination Committee and a
Remuneration Committee, each with formally delegated
duties and responsibilities with written terms of reference.
The Committees play an essential role in supporting
the Board and provide focused oversight of key aspects
of the business. A summary of the membership and
responsibilities of each Committee is detailed in this
report. The full terms of reference for each Committee are
available on the Company’s website, www.stelradplc.com.
Key roles of the Board
The roles and division of responsibilities between the
Chair, Chief Executive Officer and Senior Independent
Director have been clearly defined and agreed by the
Board. A summary of the key roles and responsibilities
is given below.
Chair
• Responsible for the leadership of the Board, promoting
a culture of openness and debate.
• Promotes the highest standards of integrity, probity
and corporate governance, in line with best practice.
• Sets the Board agenda, ensuring it has a focus
on strategy, performance, value creation, culture,
stakeholders and accountability.
• Oversees the development, induction and performance
evaluation of each Director.
• Ensures that Directors receive accurate, timely, high-
quality and clear information on the basis of which they
can make sound decisions.
• Ensures that the Board listens to the views of
shareholders, the workforce, customers and other key
stakeholders by ensuring effective communication with
them in order to understand their issues and concerns,
and by communicating issues to the Board.
Chief Executive Officer
• Responsible for the leadership of the business.
• Works closely with the Chair and the Board to propose,
develop and implement the Company’s strategy.
• Represents the Company and oversees and manages
all business activities, operations and performance of
the Group within the authority delegated by the Board.
• Leads the senior management team of the Group in
the day-to-day running of the business.
• Regularly reviews the Group’s operational performance
and strategic direction and reports accurately in agreed
formats to the Board and the Committees.
• Monitors and maintains high standards of corporate
governance.
• Manages the Group’s risk profile in line with the extent
and categories of risk identified as acceptable by the
Board and the Audit & Risk Committee.
Senior Independent Director
• Provides a sounding board to the Chair and supports
the Chair in the delivery of their objectives.
• Appraises the Chair’s performance.
• Acts as an intermediary between the Chair and the
other Directors, when necessary.
• Available to shareholders if they have concerns which
have not been resolved through the normal channels.
Stelrad Group plc Annual Report 202564
Skills matrix
Under the 2024 Corporate Governance Code, the Board and its Committees should have a combination of skills, experience
and knowledge. Below is a skills matrix which includes capabilities that should be covered by the Board as a whole.
These capabilities are standard capabilities which are reviewed by the proxy agencies including ISS and Glass Lewis.
The skills matrix below provides a visual representation of the Directors’ skills.
Capabilities
Director
Radiator
manufacturing
Financial/audit
and risk
Leadership
and people Strategy
PLC and
governance ESG
Capital
markets
Tech and
digital
Legal/
regulation
Bob Ellis
Trevor Harvey
Leigh Wilcox
Katherine Innes Ker
Nicola Bruce
Martin Payne
Edmund Lazarus
Nicholas Armstrong
The table below sets out the attendance of each Director versus the maximum number of scheduled meetings they
could have attended during the year ended 31 December 2025.
Board Audit & Risk Committee Nomination Committee Remuneration Committee
Trevor Harvey — — —
Leigh Wilcox — — —
Bob Ellis — — —
Katherine Innes Ker
Martin Payne
Nicola Bruce
Edmund Lazarus
(1)
—
(2)
—
Nicholas Armstrong — — —
(1) Edmund Lazarus was unable to attend three meetings due to pre-existing commitments.
(2) Bob Ellis was appointed as an alternate member of the Nomination Committee for one meeting.
An additional ad hoc Board meeting was held in respect of the Q4 2025 Trading Update.
An additional ad hoc Nomination Committee meeting was held during Q4 2025 in respect of Board Chair succession planning.
Board meetings and attendance
During the year ended 31 December 2025, the Board
has met eight times, seven of which were scheduled.
The chart below shows Board of Directors activity
throughout the year.
* Ad hoc meetings called for specific subjects.
January
• Board
• Remuneration
March
• Board
• Audit & Risk
• Remuneration
• Nomination
November
• Board
• Q4 update
meeting*
• Audit & Risk
• Nomination*
May
• Board
• AGM
June
• Board
• Italy site visit
August
• Board
• Audit & Risk
October
• Board
• Remuneration
• Nomination
December
• Remuneration
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 65
Statement of corporate governance continued
Board activities and priorities during 2025
The Board discussed a series of key issues across the year, consistent with the schedule of
matters reserved for the Board and the Board’s forward planner:
Subject
Outcomes
Health and
safety
• Oversight of the continued embedding of health and safety
practices across the Group which seek to protect the safety of
our workforce, underpin the Group’s safety culture and focus on
operational excellence.
• Reporting on lost time incidents, safety observations and health
and safety external audits.
Financial • Setting the 2025 budget and forecasts.
• Approval of reporting to stakeholders, including the 2024 Annual
Report, the 2025 interim statement and the Q4 2025 Trading Update.
• Renewal of the multicurrency facilities agreement.
• Review of the going concern model.
• Maintaining the Group’s strong financial position and robust business
model despite ongoing macroeconomic challenges.
Dividends • Recommending the 2024 final dividend of 4.81 pence per ordinary
share, a £6.126 million return to shareholders.
• Approving the 2025 interim dividend of 3.04 pence per ordinary
share, a 2% increase on the 2024 interim dividend.
Market
developments
• Continued focus on the Group’s leading market share position
in Europe.
• Close attention to volume and mix across European markets along
with the factors that underpin our competitive positioning.
• Monitoring competitor activity to ensure that the Group maintains
and improves its market leadership positions.
Remuneration Via the Remuneration Committee:
• Total remuneration outcomes for Executive Directors and senior
management.
• Setting incentive targets for Executive Directors and senior
management.
Subject
Outcomes
Board
evaluation
With the support of the Nomination Committee:
• A comprehensive internally managed Board and Committee
evaluation confirming that the Board and its Committees are
operating effectively.
• Actions to address the findings of the Board evaluation.
Succession
planning
With the support of the Nomination Committee:
• Commencing a Board Chair succession planning process.
• Appointment of a new Chief Commercial Officer role and the
Group’s first in house Company Secretary.
• Longer-term succession planning focusing on identifying and
developing potential successors for key roles.
Risk
management
• Periodic review of the Group’s risk appetite and thorough
assessment of the principal and emerging risks facing the Group.
• Continued visibility of the Group’s system of internal control and
risk management.
Cyber security • Cyber security training and education.
• Development of a new Cyber Security Dashboard to improve
oversight of the cyber security environment.
Group policies • Review and approval of Group policies in line with the policy review
schedule, supporting our high standards of legislative compliance
and robust internal controls.
Investor
relations
• Providing balanced and understandable information to investors,
including the AGM, results presentations, open dialogue with
shareholders, investor roadshows and hosting visits to our
manufacturing sites.
• Monitoring significant movements in our shareholder register.
Workforce
and culture
• Reviewing initiatives to enable an exceptional workforce, including
the employee engagement programme and ongoing training
and development.
Stelrad Group plc Annual Report 202566
With respect to individual performance assessment, the
Senior Independent Director provided a performance
assessment to the Chair following a session with all
Board members (excluding the Chair) and the Company
Secretary. An annual performance assessment of each
Non-Executive Director was carried out to ensure that
performance, contribution, commitment and any training
and development needs were addressed.
During 2025, the Board evaluated the commission of an
external, independent review of the Board’s effectiveness
and concluded that an external review should not be
commissioned at this time.
Non-Executive Director independence
The Non-Executive Directors bring a broad range of
skills and experience to Stelrad Group plc, and they are
qualified to provide constructive challenge in Board
discussions, where needed, and considered insights to
refine the strategy of the Group over the coming years.
The independence of the Non-Executive Directors is
reviewed as part of an annual Board evaluation process.
As previously stated within the Statement of Corporate
Governance, the Board does not currently comply with
the requirements of the Code in relation to majority of
independence of the Board and the independence of
the Chair on appointment.
Three of the Non-Executive Directors – the two Major
Shareholder Representative Directors and the Chair – are
not independent. Under the meaning of independence
within the Code, the Company regards the three independent
Non-Executive Directors as independent and free from
any business or other relationship that could materially
interfere with the exercise of their independent judgement.
Time commitment
All Non-Executive Directors are required to devote
appropriate time to meet their Board responsibilities
and demonstrate commitment to their role. The time
commitment of each Non-Executive Director was
considered prior to their appointment to determine that
it was appropriate. The Non-Executive Directors’ letters
of appointment contain information in relation to the
time commitment expected of each Director in their role.
Directors’ external time commitment is regularly reviewed
to ensure Directors can allocate the necessary time and
effort to the Company.
This process is managed by the Company Secretary
and the Chair and takes into consideration outside
appointments and commitments.
The Board has concluded that, notwithstanding Directors’
other appointments, they are each able to dedicate
sufficient time to fulfil their duties and obligations to
the Company.
Directors’ conflicts of interest
The Group has a formal ongoing procedure for the
disclosure, review and authorisation of Directors’ conflicts
of interest.
All Directors are required to make the Board aware of
any other commitments. Potential and actual conflicts
of interest are carefully considered and, if deemed
appropriate, the continuing existence of the potential
or actual conflict of interest may be approved by the
Board. All conflicts of interest are recorded in the conflicts
register. The conflicts of interest are reviewed annually to
determine whether they should remain authorised.
Board activities and priorities during 2025
continued
Appointment and election
There was no change to the composition of the Board
during the year ended 31 December 2025. In February
2026, Martin Payne, Non-Executive Director and Chair of
the Audit & Risk Committee, notified the Board that he
will not be standing for re-election and will retire from the
Board at the 2026 AGM.
The Board is satisfied that all Directors are effective and
committed to their roles and have sufficient time available
to perform their duties. In line with the Code and the
Company’s Articles, all the Directors will be subject to
annual re-election. Therefore, all members of the Board
will be standing for election at the 2026 Annual General
Meeting to be held on 20 May 2026 except for Martin
Payne who will retire from the Board at the 2026 AGM.
Board evaluation
In line with the Code, the Board reviewed its own
effectiveness and that of its Committees during 2025. The
2025 Board evaluation was internally facilitated by the
Nomination Committee Chair in conjunction with the
Company Secretary. It was conducted during the second
half of 2025 using an online questionnaire which each
Director was asked to complete, with specific reference
to individual Board and Committee responsibilities.
The completed questionnaires were then collated, and the
responses reviewed by the Nomination Committee Chair
and Company Secretary.
The findings of the 2025 evaluation exercise confirmed that
overall the Board and its Committees continued to operate
effectively during the year. The Nomination Committee
will consider the findings and develop proposals for action
by the Board to address recommendations arising from
the evaluation.
» The Nomination Committee Report can be found on page 74
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 67
Statement of corporate governance continued
Board activities and priorities during 2025
continued
Internal control and risk management
The Board, supported by the Audit & Risk Committee, is
responsible for the Group’s systems of internal control and
risk management and for ensuring that these systems of
governance are strong and effective. From 2026, the Board
will be responsible for confirming the effectiveness of
material controls in line with the requirements of Provision
29 of the 2024 Code.
Details of how the Audit & Risk Committee reviews and
assesses the effectiveness of the system of internal control
can be found in the Audit & Risk Committee Report on
pages 69 to 73. The Board understands that systems of
internal control can only manage, and not eliminate, risk,
and that they are designed to provide reasonable, and not
absolute, assurance against material misstatement or loss.
The Board is responsible for the oversight of the risk
management process, which involves reviewing the
processes in place to calculate and manage risk effectively.
The Board is also responsible for setting the risk appetite
of the Group and acknowledges its responsibility for
determining the extent of the risks it is willing to take
in achieving its strategic objectives. The Board regularly
reviews the principal risks facing the Group and the mitigation
measures for each risk which are set out on pages 46 to 53.
Whistleblowing
The Group has a Whistleblowing Policy in place and
a whistleblowing contact email address is available
to enable employees to raise any legitimate concerns
which they feel need to be brought to the attention of
management concerning any wrongdoings within their
workplace.
The Group believes that it is important to have a culture
of openness to prevent such situations occurring or
to bring them to the attention of management when
they do occur.
Monitoring culture
The Board is responsible for assessing and monitoring
culture and how the Group’s desired culture has
been embedded. Whilst our geographic span gives
us a diversity of cultural norms, the Group’s culture is
underpinned by our values of respect, integrity, service,
excellence and stewardship.
During 2025, the Board has monitored the Group’s culture
through reporting on employee engagement, training
and development, employee wellbeing, and diversity and
inclusion. Board members have carried out operational
site visits which include the opportunity to speak to
employees directly and understand how our culture
operates in practice.
In addition, the Board receives regular reports on the
Group’s health and safety culture and reviews our
whistleblowing channels and our Equality, Diversity and
Inclusion Policy.
Our culture is fundamental to the success of our business.
More details on how we seek to enable an exceptional
workforce, supported by our culture and values, can be
found on page 30.
Information and support
The information presented to the Board is clear, accurate
and timely, and intended to enhance Board effectiveness.
A comprehensive Board procedures manual is maintained
in the online Board portal, to which all Directors have
access. The standing information held there includes
Board and Committee terms of reference, the duties
and responsibilities of Directors, including standards of
conduct and compliance, and training documents. The
Board and Committee papers are also posted on the
online Board portal.
All Directors have access to the advice and services
of the Company Secretary, who can specifically advise
them on governance matters. The Directors may also
take independent professional advice at the Group’s
expense when it is judged necessary to perform their
duties effectively.
Business ethics
The Group’s core values and principles, and the standards
of behaviour which every employee across the Group is
expected to uphold, are set out in the Stelrad Group plc
Code of Conduct. These values and principles are applied
to dealings with our employees, customers and suppliers
and all other stakeholders of the business.
The Group has anti-corruption and bribery policies which
are communicated to all employees through business
units’ intranets and readily available from the respective
Human Resources departments. The policy is prepared
in light of the UK Bribery Act 2010 and describes the legal
framework applicable to the business as well as standards
and policies to be adhered to by employees. In addition,
training courses are provided locally.
The Group is opposed to modern slavery and human
trafficking and will only work with organisations
which formally commit to the Group’s Ethical Trading
Policy. The Board has approved the modern slavery
statement which can be found on the Group’s website at
www.stelradplc.com.
Equality, diversity and inclusion
The Group has both an Equality, Diversity and Inclusion
Policy and a Diversity and Inclusion Policy for the Board.
The Diversity and Inclusion Policy for the Board aims to
ensure that diversity and inclusion will be considered
in all future Board appointments so that the Board
membership reflects a broad combination of factors such
as diversity of gender, age, educational and professional
background, social, ethnic and geographical background,
and cognitive and personal strengths. The Diversity and
Inclusion Policy for the Board is detailed on page 76.
More details can be found in the Nomination Committee
Report on pages 74 to 78 where the Board diversity
disclosures required by the FCA Listing Rules are disclosed.
Succession planning
Succession planning, both for the Board and for senior
management, has been a major focus over the past year.
Details of the Nomination Committee’s consideration
of succession planning can be found in the Nomination
Committee Report on pages 74 to 78.
Stelrad Group plc Annual Report 202568
Overseeing financial reporting
and risk management
Highlights of 2025
• Completion of the 2024 Annual Report.
• Implementation of the updated provisions and
principles of the 2024 Code.
• An assessment of Provision 29 of the 2024 Code in
preparation for its effective date of 1 January 2026.
• Continued development of the Group’s risk
management framework.
• Continued focus on cyber security risk.
• Continued development of the Group’s internal
audit approach and plan, including procurement
audits and follow-up on previous audit
recommendations.
• Impairment assessment in Radiators SpA.
Focus areas for 2026
• Review of the 2025 Annual Report.
• Monitor and review the effectiveness of risk
management and the internal control framework
and confirm the effectiveness of material controls
in line with the requirements of Provision 29 of the
2024 Code.
• Continued evolution of the Group’s internal
audit programme.
Committee members
• Martin Payne (Chair)
• Nicola Bruce
• Katherine Innes Ker
During the year the Committee
has implemented the updated
provisions and principles of
the 2024 Code and assessed
Provision 29 in preparation for
its effective date of January 2026.
Martin Payne
Chair of the Audit & Risk Committee
Dear shareholders
As Chair of the Audit & Risk Committee, I am pleased
to introduce the Committee’s report, which provides a
summary of the Committee’s role and activities for the
financial year ended 31 December 2025.
The Committee plays a vital role in delivering the
Company’s corporate governance obligations, by
overseeing the accounting, financial reporting and internal
control and risk management processes, and providing
valuable independent challenge where required.
As well as detailing the composition and remit of
the Committee, this report will also outline how the
Committee operates; give an appraisal of the external
auditors and auditors’ effectiveness; and provide an
overview of the Group’s internal control environment and
risk management framework, including the Committee’s
assessment of its effectiveness.
As this will be my final report as Chair of the Audit &
Risk Committee, I would like to place on record my
appreciation for the support of my fellow Committee
members, the Board and the Executive team during my
tenure. I am confident that the Committee remains well
equipped to support strong governance and oversight
and I wish the Committee every success in the future.
Committee composition
The Committee has comprised three independent Non-
Executive Directors during the year ended 31 December
2025: Nicola Bruce, Katherine Innes Ker and Martin Payne
as Committee Chair. The Major Shareholder is entitled to
nominate an observer to the Audit & Risk Committee and
has exercised its right to do this during the year.
The membership of the Committee was selected with the
aim of providing the range of financial, commercial and
sector expertise necessary to meet the responsibilities of
the Committee and the requirements of the Code.
Audit & Risk Committee report
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 69
Audit & Risk Committee report continued
Committee composition continued
Going forward, the Committee will keep its composition under
review to ensure it remains appropriate. The Board believes
that the Committee has the competence and experience that
are relevant to the sector in which the Company operates.
The Board is also satisfied that Martin Payne, a Chartered
Management Accountant and a former public company
finance director, has recent and relevant financial experience
and he has been designated as the financial expert on the
Committee for the purposes of the Code.
» Details of the Directors’ experience and skill sets can be found in the
Director biographies on pages 60 and 61.
Committee remit
The key responsibilities of the Committee are:
• reviewing and monitoring the integrity of the Group’s
annual and interim financial statements, and reviewing
the significant financial reporting judgements made in
connection with their preparation;
• reviewing the content of the Annual Report and
advising the Board on whether, taken as a whole, it is
fair, balanced and understandable;
• monitoring and reviewing the adequacy
and effectiveness of the Company’s internal
financial controls and internal control and risk
management systems;
• overseeing and maintaining an appropriate
relationship with the Company’s external auditors
and reviewing the independence, objectivity and
effectiveness of the audit process;
• ensuring that internal audit arrangements are
appropriate and effective; and
• ensuring that fraud prevention and whistleblowing
arrangements are established which minimise the
potential for fraud and financial impropriety.
Further details on the remit and responsibilities of the
Committee can be found in its terms of reference. The
terms of reference, which are reviewed annually and
approved by the Board, can be found on our website,
www.stelradplc.com.
How the Committee operates
The Committee schedules its meetings to align with the
key dates in the Company’s financial calendar. The dates
of the meetings have been set using a structured forward
planner, developed in conjunction with the Company
Secretary, to ensure it is able to devote sufficient time
to discussing and debating the key matters within its
remit and discharge its responsibilities in full. Additional
meetings are held as required where there are specific
areas of judgement to discuss.
The Committee meets at least three times per annum.
The external auditors, PricewaterhouseCoopers LLP, are
invited to attend each meeting together with the Chair of
the Board, the Chief Financial Officer, the Group Finance
Director and the Company Secretary. The Committee
Chair will also update the Board following each meeting.
The Committee also sets time aside at each meeting to
seek the views of the external auditors, in the absence of
management. In between meetings the Committee Chair
keeps in touch with the Chief Financial Officer and other
members of the management team.
During 2025 the Board undertook a review of its own
effectiveness which included the effectiveness of the
Committee. This review concluded that the Committee
was operating effectively. For more details please see
pages 77 and 78.
2025 Committee activities
The Committee held three scheduled meetings during
the year ended 31 December 2025, and key areas covered
at the meetings of the Committee were:
• a review of external auditors’ and internal
auditors’ effectiveness;
• consideration of the relevant elements of the Group’s
2024 Annual Report, including the key accounting
judgements and the going concern and viability
statement, and of the 2025 interim statement;
• a review of the proposed dividends and assessment of
distributable reserves;
• consideration of the risk management framework
and of the Group risk register;
• consideration of the Group’s internal control framework;
• consideration of the Group’s cyber security risks;
• an update on sustainability reporting requirements;
• a review of the 2025 internal audit reports covering
procurement, undertaken by Grant Thornton LLP, and a
follow-up on previous internal audit recommendations;
• an assessment of Provision 29 of the 2024 Code in
preparation for its effective date of 1 January 2026; and
• a review of the UK tax strategy.
Financial reporting review
A key requirement of the financial statements is that
they are fair, balanced and understandable. In reaching
a judgement as to whether this is the case, the Annual
Report is reviewed and assessed by the Committee. The
Committee considers that the 2025 Annual Report is
fair, balanced and understandable in terms of the form
and content of the strategic, governance and financial
information presented therein.
Stelrad Group plc Annual Report 202570
Significant issues and other
accounting judgements
The Committee reviewed the integrity of the Group’s
financial statements and all formal announcements
relating to the Group’s financial performance. This
included an assessment of each critical accounting policy,
as set out in note 5 to the financial statements, as well as
review of the following key areas of judgement and areas
of audit risk:
Impairment of non-financial assets
The Committee reviewed the impairment assessment
of property, plant and equipment, intangible assets and
goodwill in Radiators SpA. The Committee also reviewed
the key judgements used.
Impairment of inventories
The Committee reviewed the inventory provision in
Radiators SpA and the key judgements used.
Revenue recognition and indirect rebates
In conjunction with the annual audit, the Committee
continued to review key judgements in respect of revenue
recognition and indirect rebate provisions.
Going concern and long-term viability
The Committee has reviewed the Group’s going concern
and long-term viability disclosures in this Annual Report,
along with supporting documents, and advised the Board
on their appropriateness. More detail on these disclosures
can be found on page 54 and 55 of the Strategic Report.
As part of its review, the Committee considered the
appropriateness of the “severe but plausible” downside
scenario modelled by the business, especially considering
the potential ongoing impact of the current economic
situation.
External auditors and audit effectiveness
PricewaterhouseCoopers LLP (“PwC”) was appointed as
the auditors of Noosa Holdings Jersey Limited, which was
the parent company of the Group prior to the Group’s
listing, in 2017, and was subsequently appointed as
auditors of the Company.
For the financial year ending 31 December 2026, the
Committee has recommended to the Board that PwC be
reappointed as external auditors and the Company will be
seeking shareholder approval for the reappointment of
PwC at its AGM to be held in May 2026.
The current lead audit partner, Paul Cheshire, was
appointed in 2022. Current professional standards require
a lead partner to be rotated every five years.
The Committee has no current plans to re-tender the
audit within the next 12 months.
In assessing the independence of the auditors from
the Group, the Committee has been provided with
information and assurances that all of the auditors’
partners and staff involved with the audit are independent
of any links to the Group. The Committee has reviewed,
and is satisfied with, the independence of PwC as the
external auditors.
Subsequent to the year end, the Committee assessed
the effectiveness of PwC and the external audit process
for 2025 through discussions with senior members of
management across the Group who had been involved
in the audit process. A summary of the findings was
prepared for consideration by the Committee and PwC.
There were no substantive matters identified during
this assessment and the Committee concluded that the
external audit process for 2025 had been effective.
The Committee reviewed PwC’s findings in respect of
the audit of the financial statements for the year ended
31 December 2025. The Committee met separately with
the auditors without management present and with
management without the auditors present to ensure
that there were no issues in the relationship between
management and the external auditors which it should
address. No matters were raised.
Non-audit services
A policy governing the provision of non-audit services is in
place in order to ensure the independence of the external
auditors. Non-audit services should not be carried out by
the external auditors where doing so would compromise
their independence. The provision of non-audit services
by the external auditors must always be approved by the
Board, either by specific pre-approval or on a case-by-case
approval basis. In deciding whether the external auditors
should be appointed to carry out any non-audit services,
the following areas should be taken into consideration:
• the skills and experience of the external auditors to
perform the required services;
• the effect of the non-audit services on the audited
financial statements;
• the potential impact of each project on the external
auditors’ independence and objectivity; and
• the resulting ratio of non-audit to audit fees.
In 2025, PwC received total fees of £569,000
(2024: £531,000) comprising £521,000 of audit fees
(2024: £485,000) and £48,000 of non-audit service fees
(2024: £46,000). The fees for non-audit services during
the year ended 31 December 2025 and the year ended
31 December 2024 include:
• in 2025, £40,000 related to interim review fees and
£8,000 related to bank covenant reporting; and
• in 2024, £38,000 related to interim review fees and
£8,000 related to bank covenant reporting.
Further details of fees paid to PwC are set out in note 9
to the financial statements.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 71
Audit & Risk Committee report continued
Internal control framework
The day-to-day management of our principal risks is
supported by an internal control environment which
is embedded in our management and operational
processes. The most significant elements of the Group’s
internal control environment include the following:
Communication of policies and procedures
The Group has documented policies and procedures
underpinning its key business and finance processes.
Policies and procedures documents are held at both
Group and business unit level, with more detailed
documents held at a business unit level to support the
local conditions.
The Group will continue to monitor and review its Group
policies and build upon them in future years as required.
Promoting a culture of honesty and ethical behaviour
The Group educates new staff on the values and culture
of the business through employee handbooks and
induction training sessions. The content and structure of
the employee handbooks vary across the business units to
support local conditions. Areas covered include terms of
employment and health and safety.
In addition to the local employee handbooks, the Group
maintains complementary key policies and procedures
for HR, anti-corruption and bribery, modern slavery
and whistleblowing.
Monitoring and oversight by those charged
with governance
There are a number of operational controls in place
which facilitate the Executive Directors’ monitoring
of the Group’s financial performance and position. In
addition, business process controls are in place for the
key operational cycles.
The Group has a documented organisational structure
that clearly specifies roles and reporting lines for all
business units and departments within the Group. The
reporting line to the Board is through the Chair, Chief
Executive Officer and Chief Financial Officer. There
is frequent interaction between the Chief Executive
Officer and Chief Financial Officer and business unit
management teams.
Segregation of duties
Appropriate segregation of duties has been put in place
across the Group.
Risk management
Overall responsibility for risk management lies with the
Board, supported in its role by the Audit & Risk Committee,
which has been delegated the responsibilities of reviewing
the risk management methodology and the effectiveness
of internal control.
The Group has in place a risk management framework,
underpinned by the use of business unit and Group-level
risk registers, which clearly documents procedures to
ensure risks to the organisation are identified, reported
and reassessed on an ongoing basis.
In addition to the assurance provided by the formal risk
management framework, the Executive Directors are very
involved in the day-to-day running of the business and
have overview of potential risks in the business units.
The Group continually assesses and monitors the impact
of the most significant risks. Where necessary, mitigating
actions are put in place to reduce the likelihood or impact
of such risks to an acceptable level.
The Group’s risk appetite is largely risk averse. However,
the Group Board accepts that, in order to achieve its
strategic objectives and generate suitable returns for
shareholders, it must accept, and manage, a certain
level of risk.
Internal audit
During the year ended 31 December 2025, the Group
commenced delivery of a risk-based internal audit plan,
supported by Grant Thornton UK LLP, with reviews
undertaken covering procurement.
Assessment of the Group’s system of internal
control and risk management framework
The risk assessment process within the Group and the
management of significant business risks are key areas of
focus for the Committee. The Committee’s undertakings
with regard to risk assessment have focused on the
key risks identified by the Group and the actions it
had put in place to address these – as described in the
Risk Management section of the Strategic Report on
pages 46 to 53.
The Group’s internal control environment is designed
to protect the business from the material risks which
have been identified. Management is responsible
for establishing and maintaining adequate internal
controls over financial reporting and the Committee
has responsibility for ensuring the effectiveness of
these controls.
The Group will engage with a range of professional
advisers to support and inform the review of the internal
control environment.
In accordance with the requirements of the Code,
the Committee confirms it has reviewed the Group’s
risk management framework and internal control
environment. No significant failings or weaknesses were
identified as a result of the review that may significantly
impact the financial statements.
The Committee has also been updated on preparation
for upcoming changes to the UK Corporate Governance
Code arising from the requirement to review material
controls under Provision 29 which will require additional
disclosures and a Board declaration regarding the
effectiveness of these controls in the year ended
31 December 2026 Annual Report.
Stelrad Group plc Annual Report 202572
System of internal control
Governance
framework
Risk management
framework
Assurance
framework
Standards and
quality framework
Strategic
framework
Board and board
committees
Group risk
management policy
External audit
Internal audit
Group policies
Group executive
committees
Principal risk self-assessment
Risk appetite statement
Viability assessment
Group compliance
Group health and safety
Governance manuals
Business unit
executive committees
Corporate support functions
Business unit principal risk
self-assessment
Assurance evaluation
Business assurance
Business unit policies,
procedures, processes
and systems
Strategic objectives
Financial objectives
Sustainability goals
Internal audit effectiveness
The Committee reviewed the effectiveness of the internal
audit process by using a discussion-based approach at
Audit & Risk Committee meetings. No matters were raised.
Management ensures that the providers of internal audit
services are appropriately qualified to audit the risk area
being considered.
Fraud, whistleblowing and the UK Bribery Act
The Committee recognises the importance of effective
whistleblowing policies as being an additional tool to
strengthen governance, by ensuring a reliable system is
in place to identify and correct any unlawful or unethical
conduct. The Committee monitors any reported incidents
under the Group’s Whistleblowing Policy, which is
explained in more detail on page 68 of the Statement of
Corporate Governance. There were no incidents during the
year which were required to be brought to the attention of
the Committee.
The Committee also reviews the Group’s procedure for
detecting fraud and the systems and controls in place to
prevent a breach of anti-bribery legislation. The policy is
explained in more detail on page 68 of the Statement of
Corporate Governance. There were no breaches during the
year which were required to be brought to the attention of
the Committee.
Martin Payne
Chair of the Audit & Risk Committee
13 March 2026
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 73
Focused on Board effectiveness
and succession planning
Highlights of 2025
• Undertook the Board and Committee
evaluation process, with continuing focus on
actions to address recommendations and
enhance effectiveness.
• Review of Board and senior management
succession planning.
• Review of the Board skills matrix and the roles
and responsibilities of Directors to ensure that
the Board has the right mix of skills, experience
and knowledge.
• Continued development of the ESG strategy,
including focus on diversity and inclusion.
Focus areas for 2026
The Committee will focus on overseeing
actions to address the outcomes of the Board
evaluation, including:
• continued focus on long-term succession
planning for the Board and senior management,
and oversight of efforts to enhance diversity
and inclusion; and
• Board assessment of culture.
Committee members
• Katherine Innes Ker (Chair)
• Martin Payne
• Nicola Bruce
• Edmund Lazarus
In 2025 the Committee
continued to review the
long-term succession
planning for the Board
and senior management.
Katherine Innes Ker
Chair of the Nomination Committee
Dear shareholders
I am pleased to present the Nomination Committee Report
of Stelrad Group plc for the year ended 31 December 2025.
This report summarises the activities of the Committee
during the year and examines the future focus areas of
the Committee.
Nomination Committee composition
The Committee’s membership is detailed on page 64,
and information on the Directors’ experience and skill sets
can be found in their biographies on pages 60 and 61 and
the Board skills matrix on page 65. Throughout 2025, the
Committee comprised a majority of independent Non-
Executive Directors, complying with Provision 17 of the
2024 Code.
Nomination Committee remit
The key responsibilities of the Nomination Committee are:
• to assist the Board in discharging its responsibilities
relating to the composition and makeup of the Board
and any Committees of the Board;
• to periodically review the Board’s structure and identify
potential candidates to be appointed as Directors or
Committee members as the need may arise;
• to evaluate the balance of skills, knowledge and
experience, the size, structure and composition of the
Board and Committees of the Board, and retirements
and appointments of additional and replacement
Directors and Committee members and to make
appropriate recommendations to the Board on
such matters;
• to assist the Chair in the annual evaluation of the
Board’s performance and to review the results relating
to Board composition and performance;
Nomination Committee report
Stelrad Group plc Annual Report 202574
Nomination Committee remit continued
• to put in place plans for the orderly succession of
appointments to the Board and to senior management
and to oversee the development of a diverse pipeline
for succession, taking into account the importance
of maintaining the Group’s culture, the challenges
and opportunities facing the Group, and the skills,
experience and knowledge needed within the Group
and on the Board; and
• to maintain an ongoing review of the Group’s Equality,
Diversity and Inclusion Policy and the progress in
meeting its objectives for the Board, its Committees
and the Group, recommending changes to the Board
as appropriate.
Further details on the remit and responsibilities of the
Committee can be found in its terms of reference. The
terms of reference are reviewed at least annually and
approved by the Board. The terms of reference can be
found on our website, www.stelradplc.com.
Succession planning
The Committee continues to review the long-term
succession planning for the Board to ensure that the
composition of the Board and its Committees continues
to be effective, with an appropriate balance of skills,
experience, knowledge and diversity.
The Committee works closely with the Chief People Officer
to identify and maintain pipelines of immediate, short-
term and longer-term leadership potential within the
senior management team and is supported by the Chief
People Officer in the ongoing review of objectives and
timeframes for Board succession planning.
Two key senior management appointments were
made in 2025:
• the appointment of a new Chief Commercial
Officer role; and
• the appointment of the Group’s first in house
Company Secretary.
Diversity and inclusion
Diversity and inclusion continue to be a focus of the
Committee, with a commitment to promoting diversity
and inclusion on the Board. As set forth in the Board’s
Diversity and Inclusion Policy (see inset on page 76),
which is reviewed annually, the Committee recognises the
importance of diversity in its Board composition to ensure
that it can draw upon a diverse range of experience, skills
and knowledge in all aspects of the Board’s discussions
and decision making.
The Board’s Diversity and Inclusion Policy also applies to
the Nomination Committee, the Audit & Risk Committee
and the Remuneration Committee.
The Committee has a robust process for identifying and
evaluating potential Board candidates and continues to
use search firms that are committed to identifying suitable
Board candidates from diverse candidate pools.
Board diversity disclosures
Listing Rule 6.6.6(9)
As at the Company’s chosen reference date, 31 December
2025, and in line with FCA Listing Rule 6.6.6(9), the
Company has not met the target for at least 40% female
membership on the Board or for one member of the
Board to be from an ethnic minority background.
However, it has met the target for one of the positions of
Chair, Senior Independent Director, Chief Executive Officer
or Chief Financial Officer to be held by a woman, with my
role as Senior Independent Director.
The overall diversity targets for the year were not achieved.
The Board’s future composition will continue to focus
on broadening diversity among its members, while
recognising that two current Non-Executive Directors
serve as representatives of the Major Shareholder under
the terms of the Relationship Agreement.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 75
Board Diversity and Inclusion Policy
To deliver on our purpose, it is essential that we foster diversity of thought and an
environment where everyone is encouraged to bring their best and true self to work.
The Board believes that better decision making and outcomes are achieved when
people with differences of opinion and with different backgrounds come together
with a common objective and shared ambition. As a Board, we monitor the
implementation of the Group’s diversity and inclusion policies, including relevant
metrics, satisfying ourselves that the Group’s culture is and remains aligned to its
purpose, strategy and values.
“Diversity” describes all the characteristics, experiences and cultural influences
that make each of us unique individuals. Our policy is to respect the diversity of all
customers, colleagues, prospective colleagues, contractors and suppliers and treat all
fairly and equally regardless of characteristics. “Inclusion” means that all are welcome
and will be treated with respect and dignity in line with our values irrespective of their
individual circumstances.
This policy on diversity and inclusion applies to the Board only but complements the
Group’s wider diversity policies, values, Code of Conduct and sustainability framework.
The Board, supported by the Nomination Committee, will:
• encourage a diverse and inclusive working environment in the boardroom, where
everyone is accepted and valued and receives fair treatment according to their
different needs and situations without discrimination or prejudice;
• continue our journey towards greater diversity on the Board across all dimensions,
including aspiring to reach greater representation of women and those of an
ethnic minority background over time;
• consider all aspects of diversity when reviewing the Board’s composition, skills,
experience and overall balance, including when conducting the annual Board
effectiveness review;
• oversee the development of a diverse pipeline for succession to the Board
and ensure that all Board appointments are subject to a formal, rigorous and
transparent procedure based on merit and objective criteria taking into account
(among other things) factors such as diversity of gender, age, educational and
professional background, social, ethnic and geographical background, and
cognitive and personal strengths; and
• engage search firms which understand and agree to comply with the Group’s
values and approach to diversity in identifying suitable Board candidates from
diverse candidate pools.
Nomination Committee report continued
Board diversity disclosures continued
Data under Listing Rule 6.6.6(10)
In line with Listing Rule 6.6.6(10), as at the reference date of 31 December 2025, the
composition of the Board and Executive Management was as follows, with members of
the Board and the Executive Management team asked to complete a diversity disclosure
form at year end.
31 December 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
(1)
Percentage of
Executive
Management
(1)
Men 5 62.5% 3 4 67.0%
Women 2 25.0% 1 2 33.0%
Not specified/prefer
not to say
1 12.5% — — 0.0%
31 December 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
(1)
Percentage of
Executive
Management
(1)
White British or
other white
(including minority
white groups)
7 87.5% 4 6 100.0%
Not specified/prefer
not to say
1 12.5% — — 0.0%
Stelrad Group plc Annual Report 202576
Board diversity disclosures continued
Data under Listing Rule 6.6.6(10) continued
At 31 December 2024, the composition of the Board and Executive Management was
as follows.
31 December 2024
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
(1)
Percentage of
Executive
Management
(1)
Men 5 62.5% 3 3 60.0%
Women 2 25.0% 1 2 40.0%
Not specified/prefer
not to say
1 12.5% — — 0.0%
31 December 2024
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
(1)
Percentage of
Executive
Management
(1)
White British or other
white (including
minority white groups)
7 87.5% 4 5 100.0%
Not specified/prefer
not to say
1 12.5% — — 0.0%
(1) Stelrad has a flat structure, operating a decentralised model with local management teams in each of the
key territories, supported by a small Group head office. The Company is treating its Group roles as Executive
Management for the purpose of this reporting requirement and it consists of the Chief People Officer, Chief
Commercial Officer, Company Secretary, Group Operations Director, Group Finance Director and Group
Strategic Marketing Director.
Board evaluation
The Committee has assisted the Chair in working with the Company Secretary to facilitate
the content and process of a comprehensive internally managed Board and Committee
evaluation in the second half of 2025.
The results of the evaluation, along with an action plan for addressing any identified
issues, were reported to the Board in October 2025, and the aspects relating to Board and
Committee composition and performance were reviewed by the Committee.
This was the Board’s third evaluation following the listing on the London Stock Exchange
in October 2021. Overall, the results confirmed that the Board and its Committees were
operating effectively. Following review by the Nomination Committee, the findings have
been presented to the Board to agree actions for addressing the recommendations of
the evaluation.
2025 Board evaluation process
August–September 2025 October–November 2025 December 2025–January 2026
Separate Board evaluation
questionnaires issued for
the Board of Directors and
each Board Committee.
Questionnaires sought
responses on a five-
point scale with the
option for respondents
to expand upon their
answers by providing
narrative comments.
Responses collated by
the Company Secretary
and circulated to each
respective Chair.
Findings were discussed
in detail by the Board
of Directors and the
Nomination Committee,
with Committee specific
findings and actions
discussed with each
Board Committee.
The Company Secretary
developed an action plan
based on the outcome of
the process.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 77
Board evaluation continued
2025 Board evaluation process continued
In summary, key areas of focus identified by the
evaluation include:
• succession planning, with a focus on Board Chair
succession. A Board Chair succession plan is in
place for 2026;
• further strategic discussion to take place in 2026 in
relation to market developments, ESG strategy and
risk appetite;
• investor relations, including focus on understanding
the priorities and perspectives of investors;
• the approach to compliance with Provision 29 of the
2024 UK Corporate Governance Code; and
• the effectiveness of the Long Term Incentive Plan.
The 2026 Board and Board Committee evaluation process
will be managed internally. To enhance the 2026 process,
the Board has requested that the Company Secretary
holds individual conversations with each of the Directors
to provide richer qualitative outputs.
Committee meetings and agenda
The Committee meets as often as needed and, in any case,
no less than twice per year, depending on circumstances,
to ensure it is discharging its duties as a Committee in full and
in accordance with its terms of reference. The Committee held
two scheduled meetings and one additional unscheduled
meeting during the year ended 31 December 2025.
Nomination Committee report continued
Agenda items for the Committee’s meetings during the
year ended 31 December 2025 included:
• a review of the Board’s composition and the diversity of
Directors’ skills;
• a review of Directors’ time commitments and time
available to dedicate to the role;
• a review of the Board Diversity and Inclusion Policy and
the Group Equality, Diversity and Inclusion Policy;
• succession planning for Executive Directors and Non-
Executive Directors of the Board; and
• the 2025 Board and Committee evaluation process,
including a review of the current year outcomes and an
update of the prior year recommendations, initiated by
the Company Secretary.
The Committee’s future focus will continue to include
consideration of these topics as well as the areas of focus
identified in the Board evaluations.
Annual re-election of Directors
The 2024 Code provides that all Directors should be
subject to re-election at the next AGM. The Committee
has considered each of the current Board members in the
context of re-election and is satisfied that each Director
has dedicated sufficient time to their duties and that
they have shown commitment to their role. Acting on the
Committee’s advice, the Board recommends that each
Director be re-elected other than Martin Payne who has
notified the Board that he will not be standing for re-
election and will retire from the Board at the 2026 AGM.
Katherine Innes Ker
Chair of the Nomination Committee
13 March 2026
Stelrad Group plc Annual Report 202578
Directors’ remuneration report
Overseeing how we
reward our people
Highlights of 2025
• Approval of Directors’ Remuneration Policy
at the 2025 AGM.
• Reviewing CFO remuneration, taking account
of the CFO’s performance and development
in role, and his salary relative to appropriate
comparator roles.
• Setting incentive targets and determining
incentive outcomes for Executive Directors
and senior management.
• Review of total remuneration outcomes for
Executive Directors and senior management,
and their alignment with strategy.
Focus areas for 2026
• Setting incentive targets and determining
incentive outcomes for Executive Directors and
senior management.
• Monitoring the ongoing effectiveness of strategic
measures in remuneration.
• Oversight of wider workforce remuneration
and policies.
Committee members
• Nicola Bruce (Chair)
• Martin Payne
• Katherine Innes Ker
The Remuneration Policy
has worked well in 2025
and continues to support
our strategy effectively.
Nicola Bruce
Chair of the Remuneration Committee
Annual Statement by the
Remuneration Committee Chair
Dear shareholders
On behalf of the Board, I am pleased to present the
Directors’ Remuneration Report for the year ended
31 December 2025.
This report consists of three sections:
• the Annual Statement and associated high-level
summary (Remuneration at a glance);
• a summary of the Directors’ Remuneration Policy
approved by shareholders at the 2025 AGM –
shareholders will not be asked to vote on the Policy at
the 2026 AGM. In line with the applicable regulations,
we have not detailed the full Policy but included those
parts that we consider that shareholders will find most
useful; and
• the Annual Report on Remuneration, which outlines
the decisions made by the Remuneration Committee
(the “Committee”) and payments made to Directors in
respect of 2025, describing the link between Company
performance and remuneration for 2025.
We consider that the Policy has worked well in 2025 and
continues to support our strategy effectively. Therefore, we
will not be asking shareholders to vote on any revisions to
this Policy at the 2026 AGM. The Directors’ Remuneration
Report (excluding the Policy) will be put to an advisory
shareholder vote at the 2026 AGM. In line with the usual
three-year timetable, shareholders will be asked to vote
on a new Policy at the 2028 AGM. During 2026 we will
review the Policy to ensure that it continues to support
the delivery of our strategy and the expectations of our
key stakeholders.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 79
Annual Statement by the
Remuneration Committee
Chair continued
Remuneration outcomes in 2025
The key highlights of the performance of the business
during the year can be found in the Strategic Report on
pages 1 to 57.
Our new Directors’ Remuneration Policy was approved
by shareholders at the AGM in May 2025. We were
pleased with the exceptionally strong support shown by
shareholders with a vote in favour in excess of 99%, a level
of support which was also shown for the 2024 Annual
Report on Remuneration.
As was approved by shareholders last year, our new Policy
includes additional headroom for incentive pay to address
exceptional circumstances. We did not use that headroom
in 2025 and do not propose to use it in 2026.
Fixed remuneration
The Executive Directors’ salaries were increased by 3% with
effect from 1 January 2025 to £551,668 (in the case of Trevor
Harvey) and £267,800 (in the case of Leigh Wilcox). These
increases were in line with the 3% increase awarded to the
majority of the UK workforce and the 3% awarded to other
members of senior management.
No changes were made to the Executive Directors’
benefits and pensions in 2025, with salary supplements
in lieu of pension contributions remaining at the 9% of
salary level, in line with the wider UK workforce.
Annual bonus
The Annual Bonus Plan (“ABP”) structure for 2025 reflected
the Policy approved at the 2025 AGM. Each Executive
Director was eligible to earn a bonus of up to 125% of salary
based on performance against:
• Group adjusted operating profit targets (with a 70%
weighting);
• Group adjusted cash flow targets (with a 20%
weighting); and
• two ESG targets (each with a 5% weighting).
The outturn is summarised in the “Remuneration
at a glance” table, with full details of the targets and
performance against them set out on page 82.
Whilst the Group met the adjusted cash flow and ESG
targets, the adjusted operating profit target was not
achieved. The adjusted operating profit target was an
underpin to the other measures. Therefore, based on the
performance delivered, no bonuses were earned under
the ABP for 2025.
LTIP vesting in respect of performance in 2025
LTIP awards were not granted during 2023 and
accordingly there was no LTIP capable of vesting in
respect of performance in 2025.
LTIP granted in 2025
Our LTIP Policy permits the grant of LTIP awards at the
level of up to 150% of salary. In 2025, an award of 50%
of salary was granted. The performance conditions are
summarised in the “Remuneration at a glance” table,
with details set out later in this report.
Wider workforce remuneration in 2025
The Group supports the collective bargaining process
in the UK, Turkey, the Netherlands and Italy with local
employee representation where appropriate. We adhere
to the outcome of national collective agreements
regarding pay, and implement these according to the
earliest appropriate timescales. We also keep under
regular review the non-pay-related benefits offered to
our employees to ensure these remain competitive and
of value to our workforce. At Stelrad, we consider that our
workforce is our most important asset and in 2025, we
continued to utilise a metric relating to labour turnover
as part of the ESG component of our Annual Bonus Plan
for Executive Directors.
Implementation of the Policy in 2026
Our approach to Executive Directors’ remuneration for
2026 is summarised in the “Remuneration at a glance”
table, with further information contained later in
this report.
The CEO will receive an annual salary increase for 2026 of
3%, in line with the increase awarded to the UK workforce.
On appointment, the CFO’s salary was positioned towards
the lower end of the market competitive range for the role
noting that this was Leigh’s first plc Executive Director
appointment and the Committee’s aspiration to increase
the salary to the median of the market competitive range
over time, subject to his continued positive performance.
Directors’ remuneration report continued
Stelrad Group plc Annual Report 202580
Annual Statement by the
Remuneration Committee
Chair continued
Implementation of the Policy in
2026 continued
The Board has been delighted with Leigh’s performance
and his contribution to the role since appointment in
2024. The Committee is conscious of the importance
of paying appropriately for the role and has considered
benchmarking data provided by the Committee’s
advisers, Deloitte, based on 51 companies with financial
years ending up to and including December 2024. This
analysis confirmed a lower quartile salary of £300,000 p.a.
and median salary of £336,000 p.a. for CFOs of companies
of a similar market capitalisation to Stelrad. In view of
Leigh’s strong performance to date, the Committee
has increased his salary by 12% to £300,000 p.a. from 1
January 2026. The new salary remains at the lower end
of the market competitive range and the Committee will
continue to keep this matter under review in future years.
Both the CEO and CFO will participate in our Annual
Bonus Plan, with a maximum potential bonus of up
to 125% of salary for the delivery of stretching and
ambitious targets.
In view of current economic and market conditions, no
LTIP awards will be granted in 2026 for Executive Directors
or senior management.
Conclusion
I trust the information presented in this report enables
our shareholders to understand both how we have
operated our Directors’ Remuneration Policy over the
year and our rationale for decision making. We regularly
review our Remuneration Policy and practice to ensure
that it remains aligned with our business strategy and
the evolving regulatory landscape. We believe that the
Policy has operated as intended and we consider that the
remuneration received by the Executive Directors during
the year was appropriate, taking into account Group and
personal performance, as well as the experience of all
stakeholders. No discretion was applied, either upwards
or downwards, to reward outcomes in respect of the year
ended 31 December 2025.
We remain committed to maintaining a clear, open and
transparent dialogue with our shareholders on executive
remuneration.
On behalf of the Board, I would like to thank shareholders
for their continued support and I hope that you will
support the resolution requesting approval of the Annual
Report on Remuneration at this year’s Annual General
Meeting on 20 May 2026.
Nicola Bruce
Chair of the Remuneration Committee
13 March 2026
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 81
Directors’ remuneration report continued
Remuneration at a glance
Implementation of the Remuneration Policy in 2026
This report has been prepared in accordance with the applicable remuneration reporting regulations, the FCA Listing Rules and the UK Corporate Governance Code.
For 2026, the Executive Directors will be remunerated in line with the approved Policy, as summarised in the table below.
Element of pay Implementation in 2025 Proposed implementation for 2026
Fixed remuneration
Base salary An increase of 3% was applied with effect from 1 January 2025 in line with the
increases awarded to the UK workforce, taking the CEO salary to £551,668 and the
CFO salary to £267,800.
An increase of 3% has been applied to the CEO salary with effect from 1 January
2026 in line with the increases awarded to the UK workforce, taking the CEO salary
to £568,218.
As noted above, an increase of c.12% has been applied to the CFO salary with effect
from 1 January 2026. The increase takes the CFO salary to £300,000.
Pension The Executive Directors receive a salary supplement in lieu of pension contribution of 9% of salary.
Benefits Each Executive Director receives the benefit of a life assurance scheme, private health cover and a car allowance. Trevor Harvey also benefits from the reimbursement
of fuel expenses.
Variable pay
ABP Bonus opportunities of up to 125% were awarded based on the achievement of:
• two financial measures: Group adjusted operating profit (70%); and adjusted
cash flow from operations (20%); and
• two ESG measures (each with a 5% weighting).
Both the cash flow measure and ESG component were underpinned by the
target Group adjusted operating profit measure.
The targets were stretching, and whilst the Group met the adjusted cash flow
and ESG targets, the underpinning operating profit target was not achieved.
Therefore, no bonus was earned by the Executive Directors (0% of the maximum).
The ABP will award up to a maximum of 125% of base salary based on the
achievement of:
• two financial measures: Group adjusted operating profit (70%); and adjusted
cash flow from operations (20%); and
• two ESG measures (each with a 5% weighting).
Both the cash flow measure and ESG component will be underpinned by the
target Group adjusted operating profit measure.
75% of the annual bonus will be paid in cash, with the remaining 25% delivered
as deferred shares.
LTIP No LTIP awards were capable of vesting by reference to performance in 2025.
LTIP awards were granted to the Executive Directors in March 2025 at the level of
50% of salary vesting by reference to adjusted EPS targets (80% of the award) and
relative TSR (20% of the award) assessed over a three-year period to 31 December
2027 and subject to a post-vesting two-year holding period.
The Policy provides for an annual LTIP award up to a maximum of 150% of base
salary. As noted on page 81, no LTIPs will be awarded in 2026.
Stelrad Group plc Annual Report 202582
Remuneration Policy
The Group’s Directors’ Remuneration Policy (the “Policy”) was approved by shareholders at the AGM on 21 May 2025. As shareholders will not be asked to vote on the Policy at the 2026
AGM and in line with the applicable regulations, we have not included the full Policy but have summarised those parts that we consider that shareholders will find most useful. The full
Policy is set out on pages 78 to 85 of the 2024 Annual Report which is available at https://stelradplc.com/investors-2/results-reports-and-presentations/. Consistent with best practice,
the Committee may apply discretion with respect to outcomes that affect the actual level of reward payable to individuals, both upwards and downwards. Such discretion, if exercised,
would be disclosed in the report on implementation of the Policy (i.e. the Annual Report on Remuneration) for the year in question. The Policy permits the application of malus and
clawback and in line with the Corporate Governance Code requirements the Committee confirms that there was no application of these provisions in the year.
Wider workforce considerations and engagement
The Committee has responsibility for reviewing remuneration and related policies applicable to the wider workforce. To support this, the Committee is periodically briefed on the
structure and quantum of the all-employee remuneration as well as being informed about the context, challenges and opportunities related to wider workforce remuneration topics.
This enables the Committee to take the wider workforce into account when setting the policy for executive remuneration. The Committee receives insights from the broader employee
population via regular briefings from the Company including feedback from employee surveys and Board site visits. When considering salary increases for the Executive Directors, the
Committee considers the general level of salary increase across the Group and in the external market.
Remuneration Policy summary
Purpose and
link to strategy Operation Maximum opportunity Performance measures
Base salary
To provide
competitive fixed
remuneration.
To attract, retain
and motivate
Executive
Directors of the
calibre required
to deliver the
Group’s strategy.
An Executive Director’s salary takes into account the individual’s
professional experience, performance and level of responsibility
and the scope and nature of their role and is set with reference to
market. Base salaries will typically be reviewed on an annual basis.
Any Executive Director salary increases
will not normally exceed those of the
majority of the Group’s employees in
percentage of salary terms.
Higher increases may be awarded in
appropriate circumstances, including,
but not limited to:
• where an Executive Director has
been promoted or has had a
change in scope or responsibility;
• taking account of competitive salary
levels and market forces;
• reflecting an individual’s
development or performance in
role; and
• where there has been a change
in the size and/or complexity of
the business.
Not applicable.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 83
Directors’ remuneration report continued
Remuneration Policy continued
Remuneration Policy summary continued
Purpose and
link to strategy Operation Maximum opportunity Performance measures
Benefits and pension
To provide market
competitive levels
of employment
benefits.
Executive Directors may receive a contribution to a pension
arrangement and/or a salary supplement in lieu of some or all of the
pension contribution.
Other benefits may include participation in a life assurance
scheme, private health cover (including for an Executive Director’s
spouse or civil partner and dependants), a car allowance and the
reimbursement of fuel expenses. Additional benefits or allowances
may be provided based on individual circumstances.
The maximum pension contribution
(and/or salary supplement) will not
exceed the contribution available to
the wider workforce as determined
by the Remuneration Committee
(currently 9% in the UK).
The benefits package is set at a level
which the Committee considers provides
an appropriate level of benefits for the
role and is appropriate in the context
of
the benefits offered to the wider workforce
or to comparable roles in companies of a
similar size and complexity.
Not applicable.
ABP and DSBP
To reward the
year on year
achievement
of demanding
performance
metrics.
Performance measures, weightings and targets are reviewed
annually by the Committee and may be changed from
time to time.
No more than 75% of the annual bonus will be paid out as cash
after the end of the financial year. The remainder will be issued as
awards under the DSBP.
DSBP awards will be in the form of conditional awards or nil-cost
options with awards normally vesting after two years.
Under the DSBP, an additional payment, normally in shares, may
be made equal to the value of dividends which would have accrued
on vested shares between the grant date and date of vesting.
Malus and clawback provisions apply.
The usual maximum annual bonus
opportunity is up to 125% of base salary.
An annual bonus opportunity of up to
150% of base salary may be awarded
in circumstances considered by the
Committee to be exceptional, such as
in connection with recruitment or a
change in the size and/or complexity of
the business.
Performance conditions may be based on financial or
strategic measures, provided that a minimum 70%
weighting will be associated with financial targets.
For any financial measure, up to 25% of the
maximum may be earned for threshold
performance, rising to 50% for achieving a target
level of performance and to 100% for meeting or
exceeding the maximum level of performance.
For any non-financial measure, the amount that
may be earned shall be determined between 0%
and 100% of the maximum depending upon the
Committee’s assessment of the extent to which
the relevant measure is achieved.
The Board will determine the actual bonus outcome
based on achievement against predetermined targets.
Actual targets, performance achieved and
awards made will be published at the end of the
performance period.
Stelrad Group plc Annual Report 202584
Remuneration Policy continued
Remuneration Policy summary continued
Purpose and
link to strategy Operation Maximum opportunity Performance measures
LTIP
To provide a
direct link to the
achievement
of sustainable
performance over
the longer term.
Awards will be in the form of conditional awards or nil-cost
options with vesting subject to the achievement of performance
conditions determined by the Committee at the time of grant.
The measurement period for the performance conditions for LTIP
awards will normally be a period of three financial years.
Additionally, a two-year post-vesting holding period will normally
apply at the end of each relevant vesting period for Executive
Directors. This may be operated on the basis that the Executive
Director: (1) is not ordinarily entitled to acquire the vested shares
until the end of the holding period; or (2) is entitled to acquire the
vested shares after vesting but that other than as regards sales to
cover tax and associated liabilities is not ordinarily able to dispose
of shares until the end of the holding period.
An additional payment, normally in shares, may be made equal to
the value of dividends which would have accrued on vested shares
between the grant date and date of vesting or, if the post-vesting
holding period is operated on the basis that shares cannot be
acquired until it has ended, the date on which that period ends.
Malus and clawback provisions apply.
The usual maximum annual LTIP
award is up to 150% of base salary.
Awards of up to 200% of base salary
may be awarded in circumstances
considered by the Committee to be
exceptional, such as in connection with
recruitment or a change in the size
and/or complexity of the business.
The Committee will determine the appropriate
performance conditions prior to grant each year,
to align with the Company’s longer-term strategy.
Performance conditions may include financial,
market-based and/or non-financial measures.
Financial and market-based measures will
account for at least 70% of the total award.
Up to 25% of an award will vest for achieving a
threshold level of performance, increasing to 100%
vesting for achieving or exceeding the maximum
level of performance.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 85
Directors’ remuneration report continued
Remuneration Policy continued
Remuneration Policy summary continued
Purpose and
link to strategy Operation Maximum opportunity Performance measures
Share ownership guidelines
To provide long-
term alignment
between Executive
Directors and
shareholders.
Executive Directors are expected to build up and then subsequently
hold a shareholding equivalent to 200% of base salary.
Shares subject to DSBP awards and to LTIP awards in a holding
period count towards the guideline on a net of assumed tax basis.
Following cessation of employment (or, if relevant and the
Committee so determines, following the date on which the
Executive Director steps down from the Board), Executive Directors
will also be required to retain for two years the lower of: (i) the 200%
shareholding requirement; and (ii) the shares accumulated toward
the shareholding requirement that have been granted under the
LTIP and the DSBP from 2022 onwards, at the date of termination.
The Committee retains discretion to vary the application of the
guidelines in exceptional circumstances.
Progress against the shareholding
requirement will be reviewed by the
Committee annually.
Not applicable.
Non‑Executive Director fees
To attract
and retain
Non-Executive
Directors of
a high calibre
with relevant
commercial and
other experience.
Non-Executive Directors receive a base fee and additional fees
for acting as Senior Independent Director or Chair of the Board
Committees and for membership of Board Committees (or to
reflect any additional time commitments – subject to approval
from the Chair).
The Chair receives an annual fee with additional fees payable to
reflect additional time commitment in certain circumstances, such
as in periods of exceptionally high activity – subject to approval.
Fees are typically reviewed annually, taking into account the time
commitment requirements and responsibility of the individual
roles, and after reviewing practice in other comparable companies.
The fee paid to the Chair is determined by the Committee, while
the fees for other Non-Executive Directors are determined by the
Board as a whole.
The Company will reimburse any reasonable expenses incurred
(and any tax thereon). The Chair and Non-Executive Directors may
also receive benefits related to the carrying out of their roles.
For the Non-Executive Directors,
there is no prescribed maximum
annual increase.
The maximum aggregate
remuneration paid to the Chair of
the Company and the Non-Executive
Directors is set within the Company’s
Articles of Association, as amended
from time to time or as otherwise
approved by shareholders.
Actual fee levels are disclosed in the
Annual Report on Remuneration for
the relevant financial year.
Not applicable.
Stelrad Group plc Annual Report 202586
Remuneration Policy continued
Statement of consideration of
shareholder views
An extensive shareholder consultation was carried out
with the majority of Stelrad’s shareholder register prior
to the approval of the Remuneration Policy at the AGM
on 21 May 2025. The views and feedback were carefully
considered in developing and finalising the Policy.
The Major Shareholder is entitled to nominate an observer
to the Remuneration Committee, subject to the terms of
the shareholder agreement outlined in the Prospectus at
the time of admission.
Malus and clawback provisions
Consistent with best practice, malus and clawback will
be used at the Committee’s discretion in relation to ABP,
DSBP and LTIP awards. Malus permits the Company to
reduce the amount of any unvested award, including
awards in holding periods. Clawback permits the
Company to reduce the amount of any vested award or
any future salary or bonus and also requires the employee
to pay back amounts.
Malus and clawback may be applied at any time before an
award vests (or would have vested but for the operation
of any holding period) or for three years after vesting
in the following circumstances: material misstatement
of the results of the Group, errors or inaccuracies or
misleading information leading to incorrect grant or
vesting of the award, misconduct or fraud or dishonesty,
conduct resulting in significant losses, material downturn
in financial performance or failure of risk management
by the Group, corporate failure (e.g. administration or
liquidation) or any other circumstance which in the
opinion of the Committee could have a significantly
adverse impact on the Group’s reputation.
Service agreements and letters of appointment
The Committee’s policy for setting notice periods is that a
period of up to twelve months will apply.
Name Position
Date of service
agreement
Notice
period by
Company
(months)
Notice
period by
Director
(months)
Trevor Harvey
CEO 2 October 2021 12 12
Leigh Wilcox CFO 1 October 2024 6 6
The Non-Executive Directors of the Company (including
the Chair) are appointed by letters of appointment. Their
terms are subject to their re-election by the Company’s
shareholders at any AGM at which the Non-Executive
Directors stand for re-election (in accordance with the
Company’s Articles of Association). The details of each
Non-Executive Director’s current terms are set out below:
Name Date of appointment
Bob Ellis 8 October 2021
Edmund Lazarus 8 October 2021
Nicholas Armstrong 8 October 2021
Nicola Bruce 22 October 2021
Martin Payne 22 October 2021
Katherine Innes Ker 1 February 2024
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 87
Directors’ remuneration report continued
Annual Report on Remuneration
The following section sets out our Annual Report
on Remuneration and outlines how the Policy
was implemented in 2025. The Annual Report on
Remuneration will be subject to an advisory shareholder
vote at the AGM to be held on 20 May 2026.
Some sections of this report have been reported on by the
auditors and are thus clearly indicated as audited. All other
information in this report is unaudited.
Membership and meetings of the
Remuneration Committee
Membership during 2025 comprised the Committee Chair
(Nicola Bruce), who is an independent Non-Executive
Director, and two further independent Non-Executive
Directors (Katherine Innes Ker and Martin Payne) with
support from the Company Secretary. The Committee
receives assistance from the Group’s Chief People
Officer, who regularly attends meetings by invitation.
The CEO also attends by invitation. The Committee will
keep its composition under review to ensure it remains
appropriate. The Board is satisfied that the Committee has
the competence and experience necessary to discharge
its duties effectively. Details of the Directors’ experience
and skill sets can be found in the Director biographies on
pages 60 and 61.
The Major Shareholder remains entitled to nominate an
observer to the Remuneration Committee, subject to
the terms of the shareholder agreement outlined in the
Prospectus at the time of admission. The Committee
has been pleased to welcome Nicholas Armstrong to the
majority of meetings in 2025.
The Committee meets not less than three times a year.
During the year ended 31 December 2025, the Committee
held four scheduled meetings. The Directors consider that
the Company complies with the requirements of the UK
Corporate Governance Code in respect of remuneration
committees.
Key responsibilities
The key responsibilities of the Remuneration
Committee are:
• to determine the Remuneration Policy (the “Policy”)
and to set the total remuneration packages
for all Executive Directors, the Board Chair and
senior management;
• to approve the design of, and determine targets for,
any performance-related pay schemes operated by
the Company and approve the total annual payments
made under such schemes;
• to align the Policy with the UK Corporate
Governance Code;
• to ensure that the Policy drives behaviours that are
consistent with Company purpose, values and strategy;
• to review workforce remuneration and related policies
and the alignment of incentives and rewards with
culture; and
• to review any major changes in employee benefit
structure and to administer all aspects of any
share scheme.
Further details on the remit and responsibilities of the
Committee can be found in its terms of reference. The
terms of reference, which are reviewed annually and
approved by the Board, can be found on our website,
www.stelradplc.com.
Advisers (unaudited)
The Committee appointed Deloitte LLP (“Deloitte”) with
effect from October 2022 to provide independent advice
on executive remuneration matters. Deloitte is a signatory
to the Code of Conduct for Remuneration Consultants
in the UK. The fees paid to Deloitte in relation to advice
provided to the Committee for 2025 were £12,200
(2024: £14,900).
The Committee will evaluate the support provided by
Deloitte annually and is content that it does not have
any connections with the Group that may impair its
independence. During the year, Deloitte also provided
advice in relation to corporate tax matters, including
transfer pricing and associated international tax advice,
and payroll support.
Stelrad Group plc Annual Report 202588
Information on remuneration for the year ended 31 December 2025
Single total figure of remuneration for the year ended 31 December 2025 (audited)
The following table sets out the single figure of total remuneration received by the Directors who served during the year ended 31 December 2025:
£’000
Basic salary/
fees
All taxable
benefits
(1)
Pension-
related
benefits
(2)
Annual
bonus LTIP
Total
remuneration
Total fixed
remuneration
Total variable
remuneration
Executive Directors
Trevor Harvey 552 29 50 — — 631 631 —
Leigh Wilcox 268 17 24 — — 309 309 —
Non‑Executive Chair
Bob Ellis 120 — — — — 120 120 —
Non‑Executive Directors
Katherine Innes Ker 86 — — — — 86 86 —
Nicola Bruce 74 — — — — 74 74 —
Martin Payne 74 — — — — 74 74 —
Edmund Lazarus
(3)
— — — — — — — —
Nicholas Armstrong
(3)
— — — — — — — —
Total 1,174 46 74 — — 1,294 1,294 —
(1) Benefits provided include: life assurance cover, private health cover, a car allowance and, for Trevor Harvey, the reimbursement of fuel expenses.
(2) Salary supplement in lieu of pension contribution of 9%.
(3) Edmund Lazarus and Nicholas Armstrong are representatives of the Major Shareholder and receive no fees for their roles as Non-Executive Directors.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 89
Directors’ remuneration report continued
Single total figure of remuneration for the year ended 31 December 2024 (audited)
The following table sets out the single figure of total remuneration received by the Directors who served during 2024 for the year ended 31 December 2024:
£’000
Basic salary/
fees
All taxable
benefits
(1)
Pension-
related
benefits
(2)
Annual
bonus LTIP
Total
remuneration
Total fixed
remuneration
Total variable
remuneration
Executive Directors
Trevor Harvey 536 28 48 357 — 969 612 357
Leigh Wilcox
(3)
65 4 6 43 — 118 75 43
Non‑Executive Chair
Bob Ellis 120 — — — — 120 120 —
Non‑Executive Directors
Katherine Innes Ker 79 — — — — 79 79 —
Nicola Bruce 74 — — — — 74 74 —
Martin Payne 74 — — — — 74 74 —
Edmund Lazarus
(4)
— — — — — — — —
Nicholas Armstrong
(4)
— — — — — — — —
Total 948 32 54 400 — 1,434 1,034 400
(1) Benefits provided include: life assurance cover, private health cover, a car allowance and, for Trevor Harvey, the reimbursement of fuel expenses.
(2) Salary supplement in lieu of pension contribution of 9%.
(3) Leigh Wilcox was appointed to the Board on 1 October 2024. His remuneration in the table for the year ended 31 December 2024 is from that date and is in respect of his service as an Executive Director.
(4) Edmund Lazarus and Nicholas Armstrong are representatives of the Major Shareholder and receive no fees for their roles as Non-Executive Directors.
Stelrad Group plc Annual Report 202590
Information on remuneration for the year ended 31 December 2025 continued
Incentive outcomes for 2025 (audited)
The maximum bonus opportunity for 2025 was 125% of salary, with the amount earned based on the achievement of two financial measures and two measures related to the
Company’s ESG strategy. The ESG measures were assessed on a “pass/fail” basis, but with any vesting level then determined by reference to the vesting level of the operating profit
element. Details of the performance targets set and the performance against them are set out below.
Performance targets
Metric Weighting Threshold* On target Maximum Actual
% of maximum
bonus opportunity
50% of
maximum 100%
Group adjusted operating profit 70% n/a £34.204m £37.624m £32.471m 0%
Adjusted cash flow from operations 20% n/a £29.857m £32.843m £36.172m n/a
**
ESG 1 – Recycled content of packaging material used 5%
Weighted average recycled content of all
packaging material used is greater than 65% 69.1% n/a
**
ESG 2 – Labour turnover rate 5%
Average Group voluntary turnover is less than
the UK industry benchmark level 2.1% lower n/a
**
0%
**
* No bonus is payable to Executive Directors below on-target performance and as such no threshold performance targets were established.
** Nil bonus awarded due to the Group adjusted operating profit underpin not being achieved.
In line with the Policy, the Committee reviewed the formulaic outturn in the context of underlying business performance and the broader stakeholder experience. It was concluded
that the outturn of a bonus entitlement of 0% of maximum bonus opportunity reflected that the underpinning operating profit target was not achieved.
Long Term Incentive Plan vesting
No LTIP awards were capable of vesting by reference to performance in 2025.
Payments for loss of office (audited)
No payments for loss of office were made during the year under review.
Payments to past Directors (audited)
No disclosable payments were made to past Directors during the year under review.
LTIP awarded during the financial year (audited)
LTIP awards were granted to Executive Directors and certain key individuals in the senior management team below Executive Director level in March 2025. Each Executive Director
received an award at the level of 50% of salary. As was reported last year, LTIP awards were granted to Executive Directors and certain key individuals in the senior management team in
March 2024 at the level of 50% of salary.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 91
Directors’ remuneration report continued
Information on remuneration for the year ended 31 December 2025 continued
LTIP awarded during the financial year (audited) continued
Director Type of award
Number of shares
subject to award
Face value
of award
(1)
Trevor Harvey Conditional share award 207,238 £275,834
Leigh Wilcox Conditional share award 100,601 £133,900
(1) The face value of the award is based on the average of the closing share prices for the five dealing days before grant of the award, being the price used to determine the number of shares subject to the awards (£1.331).
The vesting of the awards is subject to the performance conditions set out below, as disclosed in the 2025 Directors’ Remuneration Report, with the awards then subject to a further
two-year holding period.
Performance measure Weighting
Threshold
(25% vesting)
Threshold
(100% vesting)
Relative TSR vs constituents of the FTSE Small Cap index
(excluding investment trusts) assessed over the three financial years ending with 2027
(1)
20% Median Upper quartile
Adjusted EPS for 2027 80% 15.54p 18.33p
(1) Opening TSR will be averaged over the three-month period ended on 31 December 2024 and closing TSR over the three-month period ending on 31 December 2027.
Statement of Directors’ interests (audited)
The interests of the Directors who served in the year and who held an interest in the ordinary shares of the Company are as follows:
Interests
Ordinary shares
held at
31 December 2024
(1)
Ordinary shares
held at 31
December 2025
(1)
(or, if earlier, date
of stepping down
from the Board)
Subject to
deferral/holding
period
Unvested and
subject to
performance
conditions
Total of all scheme
interests and
shareholdings as at
31 December 2025
(or, if earlier, date of
stepping down
from the Board)
Executive Directors
Trevor Harvey 11,455,129 11,455,129 124,041 437,901 12,017,071
Leigh Wilcox 5,360 5,360 8,148 175,967 189,475
Non‑Executive Directors
Bob Ellis 2,613,782 2,613,782 — — 2,613,782
Katherine Innes Ker 16,900 26,430 — — 26,430
Nicola Bruce 13,651 21,051 — — 21,051
Martin Payne 9,302 9,302 — — 9,302
Edmund Lazarus — — — — —
Nicholas Armstrong — — — — —
(1) Includes any shares held by Persons Closely Associated.
Stelrad Group plc Annual Report 202592
Information on remuneration for the year ended
31December 2025 continued
Executive Directors’ share ownership guidelines (audited)
In accordance with the Policy, the shareholding requirements currently in place are 200%
of base salary for the Executive Directors. Non-Executive Directors are not subject to a
shareholding requirement. The table below shows the actual Executive Director share
ownership compared with the share ownership guidelines:
Director
Beneficially owned shares
as at 31 December 2025
plus the net of tax
shares subject to
deferral/holding period
Shareholding
requirement
(% of salary)
(1)
Current
shareholding
(% of salary)
(1)
Shareholding
requirement
met?
Trevor Harvey 11,520,870 200% 2,934.2% Yes
Leigh Wilcox 9,678 200% 5.1% No
(1) The share price of £1.405 as at 31 December 2025 has been used for the purpose of calculating the current
shareholding as a percentage of salary.
No changes in the above interests have occurred between 31 December 2025 and the
date of this report.
Performance graph (unaudited)
The graph below shows the total shareholder return (“TSR”) performance of an
investment of £100 in Stelrad Group plc’s shares from its listing on the Main Market
on 10 November 2021 (using the offer price of £2.15 per share) to the end of the period,
compared with £100 invested in the FTSE Small Cap index (excluding investment trusts)
over the same period. The FTSE Small Cap index was chosen as a comparator because its
constituents have a comparable market capitalisation to that of the Group.
The table below illustrates the CEO’s single figure of total remuneration over the same period.
Financial year CEO single figure
Annual bonus pay-out
(% of maximum)
LTIP vesting
(% of maximum)
2021
(1)
£128k 100.0% n/a
(2)
2022 £569k 0.0% n/a
(2)
2023 £832k 42.7% n/a
(2)
2024 £969k 53.3% 0.0%
2025 £631k 0.0% n/a
(3)
(1) The 2021 figures are based on the single remuneration figure for the period from admission on 10 November
2021 to 31 December 2021.
(2) The first LTIP awards were granted in May 2022 and therefore no awards were due to vest before 2024.
(3) No LTIP awards were capable of vesting in respect of performance in 2025.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 93
£120
£110
£100
£90
£80
£70
£60
£50
£0
Stelrad
FTSE Small Cap exc. investment trusts
Nov 2021 Apr 2022 Aug 2022 Dec 2022 Apr 2023 Apr 2024 Apr 2025Aug 2023 Aug 2024 Aug 2025Dec 2023 Dec 2024 Dec 2025
Directors’ remuneration report continued
Information on remuneration for the year ended
31December 2025 continued
CEO pay ratio (unaudited)
The table below sets out the ratio between the CEO’s salary and total remuneration and
that of the 25th percentile, median and 75th percentile of our UK employees, for whom
total remuneration has been calculated on the same basis.
CEO pay ratio 2025 2024 2023 2022 2021
Method Option A Option A Option A Option A Option A
75th percentile 11:1 19:1 16:1 11:1 22:1
Median 16:1 27:1 24:1 16:1 28:1
25th percentile 19:1 30:1 27:1 18:1 34:1
The salary and total remuneration for the individuals identified at the 25th percentile,
median and 75th percentile for the year ended 31 December 2025 are set out below:
£’000 CEO 25th percentile Median 75th percentile
Basic salary 552 31.4 34.3 50.3
Total remuneration 631 33.4 39.1 56.7
The lower quartile, median and upper quartile employees were determined using calculation
method A which involved calculating the actual full-time equivalent remuneration for all UK
employees by reference to their remuneration as at 31 December in the relevant year. From
this analysis, three employees were then identified as representing the 25th, 50th and 75th
percentiles of the UK employee population. The Group chose this method as it is considered
to be the most accurate way of identifying the relevant employees required by the
applicable regulations. No other adjustments were necessary, and no elements of employee
remuneration have been excluded from the pay ratio calculation.
The CEO’s overall remuneration opportunity includes a significant performance-related
element so that the amount the CEO earns and, therefore, ratios will depend upon the
performance-related remuneration outturns and may fluctuate year on year. The decrease
from 2024 to 2025 in the ratio between all-employee reference points and CEO pay
reflects that no annual bonus was earned by the CEO in 2025. The Company believes that
the median pay ratio is consistent with the pay, reward and progression policies for the
Group’s UK employees more generally.
Relative importance of spend on pay (unaudited)
The table below shows the Group’s expenditure on employee pay compared to
distributions to shareholders for the years ended 31 December 2025 and 31 December
2024. All figures provided are taken from the consolidated financial statements.
2025
£’000
2024
£’000
Percentage
change
Overall spend on pay including
Executive Directors 56,881 56,660 0.4%
Distribution to shareholders 9,998 9,806 2.0%
Percentage change in Directors’ remuneration (unaudited)
The table below shows the percentage change in the salary or fees, benefits and annual
bonus for each of the Directors compared to that for an average employee for the periods
2024–2025, 2023–2024, 2022–2023 and 2021–2022.
For the average employee change, the regulations require us to show the change for
employees of Stelrad Group plc. Stelrad Group plc has no employees and, accordingly, in
the interests of transparency, we have included the change based on the mean employee
pay for all UK employees in the Group, being a comparator group that is consistent with
the comparator group used for the CEO pay ratio disclosure.
Leigh Wilcox and Katherine Innes Ker joined the Board in 2024 and accordingly their
remuneration for 2024 has been annualised in order to provide a meaningful comparison.
Neither Edmund Lazarus nor Nicholas Armstrong receives a fee for their role as a Non-
Executive Director and each has therefore been excluded from the table.
Stelrad Group plc Annual Report 202594
Information on remuneration for the year ended 31 December 2025 continued
Percentage change in Directors’ remuneration (unaudited) continued
% change 2024 to 2025 % change 2023 to 2024 % change 2022 to 2023 % change 2021 to 2022
Salary/fees
Taxable
benefits
(1)
Annual
bonus
(2)
Salary/fees
Taxable
benefits
(1)
Annual
bonus
(2)
Salary/fees
Taxable
benefits
(1)
Annual
bonus
(2)
Salary/fees
Taxable
benefits
(1)
Annual
bonus
(2)
Executive Directors
Trevor Harvey 3% 2% n/a
(3)
8%
(4)
(2)% 35% 0% (3)% n/a
(3)
4% 8% n/a
(3)
Leigh Wilcox 3% 2% n/a
(3)
n/a n/a n/a n/a n/a n/a n/a n/a n/a
Non‑Executive Directors
Bob Ellis 0% n/a n/a 0% n/a n/a 0% n/a n/a 0% n/a n/a
Nicola Bruce 0% n/a n/a 0% n/a n/a 0% n/a n/a 0% n/a n/a
Katherine Innes Ker 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Martin Payne 0% n/a n/a 0% n/a n/a 0% n/a n/a 0% n/a n/a
Average employee 11% 8% (63)% 3% (7)% (9)% (1)% (5)% 135% 15% 11% (55)%
(1) Taxable benefits include car allowance, health cover, life assurance and the reimbursement of fuel expenses but exclude the salary supplement in lieu of pension contributions.
(2) Annual bonus is based on the accrued year-end amount.
(3) Because no bonus was earned for 2022 and for 2025, the percentage changes between 2021 and 2022, between 2022 and 2023, and between 2024 and 2025 are not considered a meaningful disclosure.
(4) The 8% salary increase in 2024 comprised the 4% increase for 2024 (in line with the annual increase awarded to the majority of the UK workforce) in addition to the implementation of Trevor’s deferred 2023 increase of 4%
(which was not only deferred, but also below the 6% awarded to the majority of the workforce).
External appointments
The Executive Directors are permitted to hold external appointments and are entitled to retain the fees earned from such appointments. All Directors are required to seek approval
from the Board prior to accepting external appointments. Currently, Trevor Harvey and Leigh Wilcox hold no external appointments.
Shareholder approval of our Directors’ Remuneration Policy and Directors’ Remuneration Report
The Directors’ Remuneration Policy and the 2024 Directors’ Remuneration Report were approved at the 21 May 2025 AGM. Details of the voting outturns are set out below:
Resolution Votes for % of votes for Votes against % of votes against Votes withheld
Approve the Directors’ Remuneration Policy 124,006,378 99.99% 1,895 0.00% 2,970
Approve the 2024 Directors’ Remuneration Report 124,006,378 99.99% 1,895 0.00% 2,970
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 95
Directors’ remuneration report continued
Implementation of Policy in 2026
Information on how the Policy will be implemented in 2026 for the Company’s Executive
Directors is set out in the statement from the Remuneration Committee Chair and in the
“Remuneration at a glance” table. The details of the LTIP are set out below.
Long Term Incentive Plan 2026 (unaudited)
In view of current economic and market conditions, no LTIP awards will be granted in
2026 for Executive Directors or senior management.
Chair and Non‑Executive Director fees (unaudited)
No changes will be made to the Chair and Non-Executive Director fees for 2026.
A breakdown of the fee components for the Chair and Non-Executive Directors in 2026
is as follows:
Role
Fee
(per annum)
2026
Fee
(per annum)
2025
Chair £120,000 £120,000
Non-Executive Director base fee £50,000 £50,000
Additional fees
Senior Independent Director fee £15,000 £15,000
Chair of the Remuneration Committee £10,000 £10,000
Member of the Remuneration Committee £5,000 £5,000
Chair of the Audit & Risk Committee £10,000 £10,000
Member of the Audit & Risk Committee £5,000 £5,000
Chair of the Nomination Committee £7,500 £ 7, 500
Member of the Nomination Committee £3,750 £3,750
On behalf of the Board
Nicola Bruce
Chair of the Remuneration Committee
13 March 2026
Stelrad Group plc Annual Report 202596
Directors’ report
The Directors present their report and audited financial statements of the Group for the
year ended 31 December 2025. The Directors’ Report forms part of the management
report as required under the Disclosure Guidance and Transparency Rules. The Strategic
Report, which together with the Directors’ Report forms the management report, can be
found on pages 1 to 57 of this Annual Report.
The Directors’ Report for the year ended 31 December 2025 comprises pages 97 to
101 of this Annual Report, in addition to the following information, which is provided
in other appropriate sections of the Annual Report and is incorporated by reference,
in accordance with section 414C(11) of the Act, and The Companies (Miscellaneous
Reporting) Regulations 2018:
• The Corporate Governance Report is set out on page 63.
• Information relating to future business developments can be found throughout the
Strategic Report on pages 1 to 57.
• Information on how the Directors have had consideration for the Company’s
stakeholders can be found on pages 20 to 24 of the Strategic Report.
• Information relating to risk management can be found on pages 46 to 53.
• The going concern and long-term viability statements can be found on pages
54 and 55.
• The Group’s global greenhouse gas emissions during the year can be found on page
28 of the Sustainability Report, which is located within the Strategic Report.
• The Group is exposed to a number of financial instrument-related risks; these are
discussed in more detail in note 31 to the consolidated financial statements.
• Details of the Group’s long-term incentive schemes can be found in the Remuneration
Report on pages 79 to 96.
• Details of the Relationship Agreement with the Major Shareholder can be found
on page 98.
General information
Stelrad Group plc (the “Company”) was incorporated in England and Wales on 8 October
2021 as a public company, limited by shares. The Company is incorporated, domiciled
and registered in England and Wales, with its registered office situated at 69–75 Side,
Newcastle upon Tyne, Tyne and Wear, United Kingdom NE1 3JE.
Stelrad Group plc is a public company limited by shares, incorporated in England and
Wales, and its shares are traded on the premium listing segment of the Main Market of
the London Stock Exchange.
Principal activities
The Group’s principal activities are the manufacture and distribution of radiators.
The principal activity of the Company is that of a holding company. More detailed
information about the activities of the Group during the year, and its likely future prospects,
can be found in the Strategic Report on pages 1 to 57. The principal subsidiaries operating
within the Group are shown in note 12 to the Company financial statements.
Profit and dividends
The Group profit for the year, after taxation, amounted to £0.8 million (2024: £16.5 million).
An interim dividend of 3.04 pence per share was paid to shareholders on 24 October 2025
(2024: interim dividend of 2.98 pence per share) and the Board is recommending a final
dividend in respect of the year ended 31 December 2025 of 5.05 pence per share (2024:
final dividend of 4.81 pence per share). Subject to shareholder approval, the final dividend
will be paid on 26 May 2026 to shareholders on the register on 24 April 2026. The total
dividend paid and proposed for the year ended 31 December 2025 amounts to 8.09 pence
per share (2024: 7.79 pence per share).
Articles of Association
The Articles set out the rules relating to the powers of the Company’s Directors and their
appointment and replacement. The Articles may only be amended by a special resolution
at a general meeting of the shareholders. Shareholders of the Group can request a
copy of the Articles by contacting the Company Secretary, Stelrad Group plc, 69–75 Side,
Newcastle upon Tyne, Tyne and Wear, United Kingdom NE1 3JE.
Share capital
As at 31 December 2025, the Company has one class of ordinary share with a nominal
value of £0.001. The shares are listed for trading on the Main Market of the London Stock
Exchange, and at 31 December 2025 the Company had 127,352,555 shares in issue. The
shares rank pari passu in respect of voting and participation and carry the right to one
vote at general meetings of the Company, which may be exercised by members in
person, by proxy or by corporate representatives (for corporations).
The ordinary shares are free from any restriction on transfer, subject to compliance with
applicable securities laws.
At the Annual General Meeting held on 21 May 2025 shareholders passed a resolution
allowing the Company to make market purchases of ordinary shares of £0.001 each in the
capital of the Company up to a maximum aggregate amount of 10% of the Company’s
issued share capital. No shares have been purchased as at the date of this report.
This authority is due to expire at the AGM to be held on 20 May 2026 and the Board will
seek to renew this authority.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 97
Substantial shareholdings
At 31 January 2026, the only notified holdings of substantial voting rights in respect of
the issued share capital of the Company (which may have altered since the date of such
notification without any requirement for the Company to have been informed) were:
Shareholder Interest
% of share
capital
The Bregal Fund III LP 63,103,765 49.6%
Trevor Harvey 11,455,129 9.0%
Moneta Asset Management 8,398,084 6.6%
Premier Miton Group 5,759,944 4.5%
George Letham 4,727,564 3.7%
Charles Stanley 4,315,096 3.4%
Chelverton Asset Management 3,981,827 3.1%
Relationship Agreement with Major Shareholder
The Company has entered into a relationship agreement with the Major Shareholder,
The Bregal Fund III LP (the “Relationship Agreement”). The principal purpose of the
Relationship Agreement is to ensure that where, following admission, the Major
Shareholder, together with its associates, holds, in aggregate, ordinary shares in the
Company representing at least 10% of the voting rights of the ordinary shares in issuance
by the Company from time to time, the Company is capable of carrying on its business
independently of the Major Shareholder and its associates.
The provisions of the Relationship Agreement imposing obligations on the Major
Shareholder will remain in full force and effect, for so long as it, together with its
associates, holds, in aggregate, ordinary shares representing at least 10% of the voting
rights of the ordinary shares in issuance by the Company.
Under the Relationship Agreement, the Major Shareholder has agreed that:
(i) transactions and arrangements between it (and/or any of its associates) and the
Company will be conducted at arm’s length and on normal commercial terms;
(ii) neither it nor any of its associates shall take any action that would have the effect
of preventing the Company from complying with its obligations under the Listing
Rules; and
(iii) neither it nor any of its associates shall propose or procure the proposal of a
shareholder resolution which is intended or appears to be intended to circumvent the
proper application of the Listing Rules.
For so long as the Major Shareholder (together with any of its associates) holds, in aggregate,
at least 10% but less than 20% of the voting rights of the ordinary shares, the Major
Shareholder shall be entitled to appoint (and remove and reappoint) one Non-Executive
Representative Director to the Board, or if the Major Shareholder (together with any of its
associates) holds, in aggregate, 20% or more of the voting rights of the ordinary shares,
then the Major Shareholder shall be entitled to appoint (and remove and reappoint)
two Non-Executive Representative Directors to the Board. The Major Shareholder’s first
appointed shareholder Directors are Edmund Lazarus and Nicholas Armstrong.
For so long as the Major Shareholder (together with any of its associates) holds 20% or more
of the voting rights of the ordinary shares, the Major Shareholder is entitled to nominate a
shareholder Director to be a member of the Nomination Committee. Furthermore, for so
long as the Major Shareholder (together with any of its associates) holds 10% or more of the
voting rights of the ordinary shares, the Major Shareholder is entitled to appoint an observer
to each of the Nomination Committee, Audit & Risk Committee and Remuneration
Committee. The Major Shareholder will not appoint an observer to the Nomination
Committee whilst a shareholder Director is a member of such Committee.
Subject to applicable law and regulation, the Major Shareholder will have the benefit
of certain information rights, including for the purposes of its accounting and other
regulatory requirements.
In accordance with Listing Rule 5.3.1 the Directors confirm that the Company has
complied with the independence provisions included in the Relationship Agreement and
that, as far as the Company is aware, the Major Shareholder (or any of its associates) has
complied with them.
The Relationship Agreement is governed by the laws of England and Wales.
The Board of Directors
Director biographies of all Directors as at the date of this report can be found on pages 60
and 61. During 2025 there were no changes to the Board of Directors.
The appointment and removal of Directors are governed by the Articles, the 2024
UK Corporate Governance Code, the Companies Act 2006 and related legislation. All
Non-Executive Director appointments can be terminated by either the Company or
by the individual upon three months’ written notice. In accordance with the Articles,
Directors can be appointed or removed either by the Board or by the shareholders in
a general meeting with immediate effect.
Directors’ report continued
Stelrad Group plc Annual Report 202598
Directors’ interests and conflicts of interest
Details regarding the share interests of the Directors in the share capital of the Company
are set out in the Remuneration Report on page 92. Details of the Executive Directors’
service agreements and Non-Executive Directors’ letters of appointment are available in
the Remuneration Report on page 87.
The Group has a formal ongoing procedure for the disclosure, review and authorisation of
Directors’ conflicts of interest.
All Directors are required to make the Board aware of any other commitments. Potential
and actual conflicts of interest are carefully considered and, if deemed appropriate, the
continuing existence of the potential or actual conflict of interest may be approved by the
Board. All conflicts of interest are recorded in the conflicts register. The conflicts of interest
are reviewed annually to determine whether they should remain authorised.
Directors’ indemnities
In relation to the Directors of the Company who are also Directors of UK-based
subsidiaries, the Group has granted an indemnity to one or more of its Directors against
liability in respect of proceedings brought by third parties, subject to the conditions set
out in the Companies Act 2006. Such qualifying third party indemnity provisions were
in force during the year ended 31 December 2025 and remain in force as at the date of
approving the Directors’ Report.
In addition, the Group maintained a Directors’ and officers’ liability insurance policy
throughout the year.
Change of control provisions
There are no agreements between the Group and its Directors or employees providing
for compensation for loss of office or employment that occurs because of a takeover or
change of control of the Group.
Details of the significant agreements to which the Company is party that take effect, alter
or terminate upon a change of control of the Company following a takeover bid are set
out below:
Share plans
The Company’s share plans contain specific provisions relating to change of control.
Normally, awards will vest pro rata in the event of a change of control of the Company. The
Remuneration Committee will determine whether the performance criteria have been
met at that time.
Bank agreement
The multicurrency facility agreement originally dated 2 November 2021, and subsequently
amended and restated by an amendment and restatement agreement dated 5
December 2025, contains change of control provisions such that, in the event of the
occurrence of a change of control event, the banks shall have 30 business days to exercise
an individual right to cancel all undrawn commitments on the facility and to require that
all outstanding participations in utilisations are repaid with accrued interest and any
other relevant amounts accrued.
Relationship Agreement
The Relationship Agreement ceases to apply if the Company’s shares cease to be listed
and traded on the London Stock Exchange, or if the Major Shareholder, together with any
of its associates, ceases to hold at least 10% of the Company’s shares.
Employee engagement
The Group is committed to involving its employees in the decisions that affect them.
Regular meetings take place between local management and employees to allow a free
flow of information and ideas. In addition, where practicable, the Group seeks to keep
employees informed through regular newsletters.
The Board has elected to continue to use a combination of approaches to gather
the views of the workforce, rather than to adopt one of the three measures set out
in the Code.
The majority of employees are located in manufacturing and distribution facilities in the
UK, Turkey, the Netherlands, Denmark, Poland and Italy, with sales personnel in five other
countries. Given the relatively small number of employees in each location, the diversity of
cultural norms and the differing statutory requirements for each location, a decentralised
and tailored approach to employee engagement has been adopted. This encompasses
engagement with our employees through our long-established collective forums,
through our trade union bodies, and directly with our workforce.
The Board believes that this, combined with the flat structure of our business, which
enables close working relationships across the Group, is effective and meaningful in
representing the voice of our employees.
The Board reviews employee engagement using a range of data. A formal annual review
of the workforce, encompassing employee engagement, is undertaken by the Board, and
this session is attended by the Chief People Officer.
The Group aims to build a culture where everyone feels valued as an individual and feels
supported and motivated to carry out their work to the best of their ability.
Further examples of employee engagement across the Group can be found in the
Sustainability Report on pages 25 to 40.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 99
Directors’ report continued
Equality, diversity and inclusion
We are a committed equal opportunities employer and we aim to:
• prevent discrimination, eliminate prejudice, promote inclusion and celebrate diversity
within the organisation;
• be fair in our dealings with all people, internally or externally, with whom we
have relationships, taking into account the diverse nature of their culture and
backgrounds; and
• ensure that equality, diversity and inclusion are embedded in everything we do.
The Group’s Equality, Diversity and Inclusion Policy covers all aspects of equality, including
race, religion or belief, sex, gender reassignment, marriage and civil partnership,
pregnancy, maternity and other matters relating to parental responsibility, sexual
orientation, disability and age.
It underlines our commitment to develop as an open and inclusive organisation, in
keeping with our values and our Code of Conduct.
The Board also adheres to the Board Diversity and Inclusion Policy which can be found in
the Nomination Committee Report on page 75.
Research and development expenditure
Research and development costs of £1.5 million (2024: £1.6 million) have been incurred
in the year in relation to the design and development of new products. All such costs are
expensed as incurred.
Political donations and expenditure
It is the Group’s policy not to make political donations and, accordingly, no political
donations were made in the year (2024: £nil) and no political expenditure was incurred
during the year (2024: £nil).
The Group’s policy is that it does not make what are commonly regarded as donations
to any political party. However, the Companies Act 2006 defines political donations
very broadly and so it is possible that normal business activities, such as sponsorship,
subscriptions, payment of expenses, paid leave for employees fulfilling certain public
duties and support for bodies representing the business community in policy review or
reform, which might not be thought of as political expenditure in the usual sense, could
be captured. Activities of this nature would not be thought of as political donations in the
ordinary sense of those words.
At the Annual General Meeting of the Company held on 21 May 2025, shareholders voted
to allow the Company to incur political expenditure up to a maximum aggregate amount
of £100,000 in line with market practice. That authority is due to expire at the Annual
General Meeting due to be held on 20 May 2026 and therefore the Company will seek to
renew the authority in line with the above considerations. The resolution to be proposed
at the 2026 AGM, authorising political donations and expenditure, is to ensure that the
Group does not commit any technical breach of the Companies Act 2006.
Important developments since 31 December 2025
There have been no material events or developments affecting the Company or any of its
operating subsidiaries since 31 December 2025.
Independent auditors
PricewaterhouseCoopers LLP acted as auditors during the year and a resolution to
reappoint PricewaterhouseCoopers LLP as auditors will be put to the members at the
Annual General Meeting.
Fair, balanced and understandable
In accordance with the principles of the Code, the Group has processes in place to ensure
that the content of the Annual Report is fair, balanced and understandable. The Directors
consider, on the advice of the Audit & Risk Committee, 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 performance, position, business model and strategy.
Annual General Meeting (“AGM”)
The Company’s AGM will be held at the offices of Investec Bank plc, 65 Gresham Street,
London EC2V 7NQ, on 20 May 2026 at 12:30 pm. The notice convening the AGM will be
sent to shareholders separately. Further information on arrangements for the AGM and
voting instructions will be set out fully in the Notice of AGM and Form of Proxy.
Stelrad Group plc Annual Report 2025100
Statement of Directors’ responsibilities in respect of the
financial statements
The Directors are responsible for preparing the Annual Report and the financial
statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial
year. Under that law the Directors have prepared the Group financial statements in
accordance with UK-adopted International Accounting Standards and the Company
financial statements in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 102 The Financial
Reporting Standard applicable in the UK and Republic of Ireland, and applicable law).
Under company law, 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
Company and of the profit or loss of the Group for that period. In preparing the financial
statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK-adopted International Accounting Standards have
been followed for the Group financial statements and United Kingdom Accounting
Standards, comprising FRS 102, have been followed for the Company financial
statements, subject to any material departures disclosed and explained in the
financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is inappropriate
to presume that the Group and Company will continue in business.
The Directors are responsible for safeguarding the assets of the Group and Company
and hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
The Directors are also responsible for keeping adequate accounting records that are
sufficient to show and explain the Group’s and Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the Group and Company and
enable them to ensure that the financial statements and the Directors’ Remuneration
Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company’s
website. Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
The Directors’ Report has been approved by the Board.
Leigh Wilcox
Chief Financial Officer
13 March 2026
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 101
Independent auditors’ report to the members of Stelrad Group plc
Report on the audit of the financial statements
Opinion
We have audited the financial statements, included within the Annual Report,
which comprise:
• the Consolidated balance sheet as at 31December2025;
• the Company balance sheet as at 31December2025;
• the Consolidated income statement for the year then ended;
• the Consolidated statement of comprehensive income for the year then ended;
• the Consolidated statement of changes in equity for the year then ended;
• the Company statement of changes in equity for the year then ended;
• the Consolidated statement of cash flows for the year then ended; and
• the notes to the financial statements, comprising material accounting policy
information and other explanatory information.
Our opinion is consistent with our reporting to the Audit & Risk Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK)
(“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described
in the Auditors’ 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 remained independent of the group in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, which includes the
FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited
bythe FRC’s Ethical Standard were not provided.
Other than those disclosed in Note 9, we have provided no non-audit services
tothecompany or its controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
• Four trading subsidiaries, together with consolidation adjustments were significant
components for full scopе Group reporting. In addition, audit procedures were
performed over one or more FSLIs in four other components, including the Company.
• This accounted for 94% of the total Group revenue and 95% of profit before tax.
Key audit matters
• Completeness and accuracy of indirect rebates (group).
• Impairment of Radiators SpA Cash Generating Unit (CGU) (group).
• Impairment of investments (parent).
Materiality
• Overall group materiality: £2,795,000 (2024: £2,179,000) based on 1.00%
(2024:0.75%) of total revenues.
• Overall company materiality: £1,159,000 (2024: £1,159,000) based on 1.00%
(2024:1.00%) of total assets.
• Performance materiality: £2,096,000 (2024: £1,634,000) (group) and £869,000
(2024: £869,000) (company).
Stelrad Group plc Annual Report 2025102
Report on the audit of the financial statements continued
Our audit approach continued
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the 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) identified by the auditors, including 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, and any comments we make on the results of our procedures
thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Completeness and accuracy of indirect rebates (group)
Refer to Accounting policies on revenue recognition and note 5 –
Significant accounting judgements, estimates and assumptions.
The UK sales arrangements include installer rebates. Determining
the accrual for indirect rebates is a complex area with a high degree
of estimation. This arises as the rebate is granted on indirect sales
and so the sales information is not readily available at the time the
accrual needs to be determined. As such, historical rates in relation
to take up (number of radiators for which a rebate has been claimed)
and poundage (the rebate value claimed per radiator), as well as
management judgement, are used in calculating the accrual and
full year expense for indirect rebates. We identified this as a key audit
matter due to the subjectivity involved, the potential for manipulation
and because of the impact it has on revenue recognised.
To audit the indirect rebates accrual we have:
• updated our understanding of the process and calculation completed;
• challenged and corroborated the value and timing of rebate claims paid in the year through testing the
underlying data;
• assessed and determined the relationship between monthly gross sales data and monthly rebate claims
based on tested historical data;
• developed an independent expectation for the value of rebate claims expected to be received on gross
sales made in the year to challenge management’s estimate;
• compared the independent expectation to the actual charge recognised in the consolidated income statement;
• recalculated the expected consolidated balance sheet position of the accrual;
• compared the expected position to the actual position on the consolidated balance sheet;
• performed sensitivity analysis over the inputs used to calculate the independent expectation;
• assessed the movements from prior year to current year in management’s key take up and poundage
assumptions; and
• performed a retrospective review to challenge the accuracy of management’s estimate in prior periods.
Through our work performed we did not identify any issues.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 103
Key audit matter How our audit addressed the key audit matter
Impairment of Radiators SpA Cash Generating Unit (CGU) (group)
Refer to note 19 - Intangible assets. Management identified an
impairment indicator due to the performance of Radiators SpA being
below expectation and the termination of a supply contract after an
unsuccessful price negotiation.
An impairment of £9.9m was recognised in the year due to the carrying
amount of the Radiators SpA CGU being higher than the value-in-use.
We identified this as a key audit matter because of the increased risk
around the valuation of the CGU due to the existence of impairment
indicators and the potential for further material impairment.
We obtained management’s assessment of impairment indicators and agree with the conclusion
thatimpairment indicators existed in the year for the Radiators SpA CGU. We performed the following
auditprocedures:
• agreed the cash flow forecasts to the Board approved budgets for Radiators SpA;
• reviewed the inputs within the cash flow models to ensure value in use calculations were prepared in
accordance with the requirements defined in applicable accounting standards;
• challenged the discount rate and long-term growth rate assumptions with support from our PwC
valuation experts;
• challenged the cash flow assumptions including volume growth, contribution per radiator, EBITDA and
capital expenditure;
• considered management’s forecasts against historical performance of Radiators SpA and considered
management’s historical forecasting accuracy up to the date the impairment was recognised;
• obtained independent market data for Radiators SpA sales markets to consider any inconsistencies in
views being taken by management;
• recalculated the impairment charge and agreed this to the charge posted by management;
• assessed the allocation of the impairment charge between goodwill, customer relationships and other
related assets within the Radiators SpA CGU;
• reviewed the impairment indicators as at year end and concluded that there were no additional
indications arising from the point the impairment was recognised; and
• audited the disclosures in relation to the impairment.
Through our work performed we did not identify any issues. We concur with management’s assessment
that the recoverable amount was lower than the carrying value of the CGU and that the value of the
impairment recognised was reasonable. We also consider the disclosures made in the financial
statements to be appropriate.
Report on the audit of the financial statements continued
Our audit approach continued
Key audit matters continued
Independent auditors’ report to the members of Stelrad Group plc continued
Stelrad Group plc Annual Report 2025104
Report on the audit of the financial statements continued
Our audit approach continued
Key audit matters continued
Key audit matter How our audit addressed the key audit matter
Impairment of investments (parent)
Within the parent company (note 9) there are investments in
subsidiaries of £115,908,000. The quantum of these investments is
significant to the parent company’s balance sheet and it is necessary
for management to consider whether or not there are any indications
of impairment. Due to the quantum of the investments in subsidiaries
and the judgement involved in assessing impairment indicators we
identified this as a key audit matter.
Management concluded there were no impairment indicators as at year end date hence an assessment of
impairment was not required for the investment in the Group. We challenged management’s conclusion
that there were no indicators via the following testing:
• considered the trading performance of trading subsidiaries in the year and how this compared to
historic trading;
• reviewed Board minutes for anything which might indicate there could be an impairment;
• considered the audit work carried out over subsidiary companies in the Group;
• considered the market cap of the Group in relation to the investments balance; and
• considered the impairment posted by management in the Radiators SpA cash-generating unit.
In performing these procedures we did not identify any issues. We also consider the disclosures made
inthefinancial statements to be appropriate.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be
able to give an opinion on the financial statements as a whole, taking into account the
structure of the group and the company, the accounting processes and controls, and the
industry in which they operate.
The Group is based in the UK with the majority of the trading operations in the UK, Turkey,
Italy and Continental (Belgium and the Netherlands). These trading entities are in scope
for the Group audit given the financial significance of each operation. Full scope audit
procedures have been carried out on the UK, Turkey, Italy and the Netherlands. Certain
large balances for smaller, non financially significant components, including Belgium,
were audited along with material consolidation entries. Furthermore, all UK entities
receive a statutory audit.
The UK component was audited by the Group team. Component auditors were engaged
for the Continental, Italy and Turkey components. The key protocols we adopted in respect
of working with all component auditors were: issuing formal Group reporting instructions,
which set out our requirements for the component auditors, together with our assessment
of audit risks in the Group; holding planning discussions with all component auditors
in order to agree those requirements; discussing the Group audit risks to identify any
component specific risks; performed a high level analysis of the financial information of
the component by the Group engagement team to identify any unusual transactions or
balances for discussion with component auditors; ongoing communication and interaction
throughout the audit with the component audit teams; review of component auditor
working papers; and obtaining signed interoffice opinions that the component financial
information was properly prepared in accordance with the Group’s accounting policies.
Members of the Audit team visited the Belgian and Dutch components in order to
better understand and direct the response to the significant audit risks identified for this
component. This included meeting with local management.
The Company is subject to a full scope audit of its financial information due to the
separate presentation of the Company financial statements. The Company audit was also
performed by the Group audit team. The Company is principally a holding company and
there are no branches outside the UK. The Company is audited on a stand-alone basis,
and hence, testing has been performed on all material financial statement line items.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 105
Report on the audit of the financial
statements continued
Our audit approach continued
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of
the potential impact of climate risk on the Group’s and Company’s financial statements,
and we remained alert when performing our audit procedures for any indicators of the
impact of climate risk. Our procedures did not identify any material impact as a result of
climate risk on the Group’s and Company’s financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain
quantitative thresholds for materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature, timing and extent of our
audit procedures on the individual financial statement line items and disclosures and
in evaluating the effect of misstatements, both individually and in aggregate on the
financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial
statements as a whole as follows:
Financial statements – group Financial statements – company
Overall
materiality
£2,795,000 (2024: £2,179,000) £1,159,000 (2024: £1,159,000)
How we
determined it
1.00% (2024: 0.75%)
of total revenues
1.00% (2024: 1.00%)
of total assets
Rationale for
benchmark
applied
We consider revenue is a key
measure used by the shareholders
in assessing the performance of
the Group.
We believe that total assets is
theprimary measure used by the
shareholders in assessing the
performance of the Company and
is a generally accepted auditing
benchmark for a holding company
with no trading operations.
For each component in the scope of our group audit, we allocated a materiality that is less
than our overall group materiality. The range of materiality allocated across components
was between £164,000 and £2,500,000. Certain components were audited to a local
statutory audit materiality that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements exceeds overall
materiality. Specifically, we use performance materiality in determining the scope
of our audit and the nature and extent of our testing of account balances, classes of
transactions and disclosures, for example in determining sample sizes. Our performance
materiality was 75% (2024: 75%) of overall materiality, amounting to £2,096,000
(2024:£1,634,000) for the group financial statements and £869,000 (2024: £869,000)
for the company financial statements.
In determining the performance materiality, we considered a number of factors
– thehistory of misstatements, risk assessment and aggregation risk and the
effectivenessof controls – and concluded that an amount at the upper end of
ournormalrange was appropriate.
We agreed with the Audit & Risk Committee that we would report to them misstatements
identified during our audit above £140,000 (group audit) (2024: £109,000) and £57,000
(company audit) (2024: £57,000) as well as misstatements below those amounts that,
inour view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s and the company’s ability
tocontinue to adopt the going concern basis of accounting included:
• performing a risk assessment to identify factors that could impact the going concern
basis of accounting;
• obtaining management’s going concern assessment for the 12 month period from
the date of signing the Annual Report and evaluating management’s downside
scenarios, including a severe but plausible scenario;
• challenging the appropriateness and underlying assumptions in both the base case
and severe but plausible scenario;
• evaluating the level of forecast liquidity and forecast compliance with the bank
facilitycovenants;
• corroborating the availability of the bank facilities throughout the going concern
period, including consideration of the refinancing in December 2025; and
• comparing the Group’s financial forecasts to historical performance to assess
management’s ability to forecast as well as assessing the year to date performance
against budget for the 2026 financial year.
Independent auditors’ report to the members of Stelrad Group plc continued
Stelrad Group plc Annual Report 2025106
Report on the audit of the financial
statements continued
Conclusions relating to going concern continued
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt
on the group’s and the company’s ability to continue as a going concern for a period of at
least twelve months from when the financial statements are authorised for issue.
In 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.
However, because not all future events or conditions can be predicted, this conclusion
is not a guarantee as to the group’s and the company’s ability to continue as a
going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in relation
to thedirectors’ 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
concernare described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than
the financial statements and our auditors’ report thereon. The directors are responsible
for the other information. Our opinion on the financial statements does not cover the
other information and, accordingly, we do not express an audit opinion or, except to the
extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, 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 audit,
or otherwise appears to be materially misstated. If we identify an apparent material
inconsistency or material misstatement, we are required to perform procedures to
conclude whether there is a material misstatement of the financial statements or a
material misstatement of the other information. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ Report, we also considered
whetherthe disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006
requires us also to report certain opinions and matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information
given in the Strategic report and Directors’ Report for the year ended 31December2025
is consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the group and company and their
environment obtained in the course of the audit, we did not identify any material
misstatements in the Strategic report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been
properly prepared in accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going
concern, longer-term viability and that part of the corporate governance statement
relating to the company’s compliance with the provisions of the UK Corporate Governance
Code specified for our review. Our additional responsibilities with respect to the corporate
governance statement as other information are described in the Reporting on other
information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the corporate governance statement is materially consistent with
the financial statements and our knowledge obtained during the audit, and we have
nothing material to add or draw attention to in relation to:
• the directors’ confirmation that they have carried out a robust assessment of the
emerging and principal risks;
• the disclosures in the Annual Report that describe those principal risks, what
procedures are in place to identify emerging risks and an explanation of how these
arebeing managed or mitigated;
• the directors’ statement in the financial statements about whether they considered it
appropriate to adopt the going concern basis of accounting in preparing them, and
their identification of any material uncertainties to the group’s and company’s ability to
continue to do so over a period of at least twelve months from the date of approval of
the financial statements;
• the directors’ explanation as to their assessment of the group’s and company’s
prospects, the period this assessment covers and why the period is appropriate; and
• the directors’ statement as to whether they have a reasonable expectation that the
company will be able to continue in operation and meet its liabilities as they fall due
over the period of its assessment, including any related disclosures drawing attention
to any necessary qualifications or assumptions.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 107
Report on the audit of the financial
statements continued
Corporate governance statement continued
Our review of the directors’ statement regarding the longer-term viability of the group
and company was substantially less in scope than an audit and only consisted of making
enquiries and considering the directors’ process supporting their statement; checking
that the statement is in alignment with the relevant provisions of the UK Corporate
Governance Code; and considering whether the statement is consistent with the financial
statements and our knowledge and understanding of the group and company and their
environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that
each of the following elements of the corporate governance statement is materially
consistent with the financial statements and our knowledge obtained during the audit:
• the directors’ statement that they consider the Annual Report, taken as a whole, is
fair, balanced and understandable, and provides the information necessary for the
members to assess the group’s and company’s position, performance, business
modeland strategy;
• the section of the Annual Report that describes the review of effectiveness of risk
management and internal control systems; and
• the section of the Annual Report describing the work of the Audit & Risk Committee.
We have nothing to report in respect of our responsibility to report when the directors’
statement relating to the company’s compliance with the Code does not properly
disclose a departure from a relevant provision of the Code specified under the Listing
Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities in respect of the
financial statements, the directors are responsible for the preparation of the financial
statements in accordance with the applicable framework and for being satisfied that they
give a true and fair view. The directors are also responsible for such internal control as they
determine is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing
the group’s and the 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 company or to
cease operations, or have no realistic alternative but to do so.
Auditors’ 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 auditors’ 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal
risksof non-compliance with laws and regulations related to health and safety regulations,
and we considered the extent to which non-compliance might have a material effect
on the financial statements. We also considered those laws and regulations that have a
direct impact on the financial statements such as UK Listing Rules, Companies Act 2006
and corporate tax legislation in the group’s key territories. We evaluated management’s
incentives and opportunities for fraudulent manipulation of the financial statements
(including the risk of override of controls), and determined that the principal risks were
related to posting inappropriate journal entries to increase revenue, operating profit and
management bias in accounting estimates. The group engagement team shared this
riskassessment with the component auditors so that they could include appropriate
audit procedures in response to such risks in their work. Audit procedures performed
bythe group engagement team and/or component auditors included:
• discussions with management, including consideration of known or suspected
instances of non-compliance with laws and regulations and fraud;
• review of minutes of meetings of the Board of Directors and the Audit & Risk Committee;
• evaluation of management’s controls designed to prevent and detect irregularities
due to fraud or error;
• challenging assumptions and judgements made by management in their significant
accounting estimates,in particular in relation to the accounting for indirect rebates
and the Radiators SpA impairment (refer to Note 5 on page 123);
• identifying and testing journal entries, in particular any journals posted with unusual
account combinations with a particular focus on revenue and operating profit; and
• obtaining an understanding of the legal and regulatory framework applicable to the
Group and how the Group is complying with that framework.
Independent auditors’ report to the members of Stelrad Group plc continued
Stelrad Group plc Annual Report 2025108
Report on the audit of the financial
statements continued
Responsibilities for the financial statements and the audit continued
Auditors’ responsibilities for the audit of the financial statements continued
There are inherent limitations in the audit procedures described above. We are less likely
to become aware of instances of non-compliance with laws and regulations that are not
closely related to events and transactions reflected in the financial statements. Also, 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.
Our audit testing might include testing complete populations of certain transactions and
balances, possibly using data auditing techniques. However, it typically involves selecting
a limited number of items for testing, rather than testing complete populations. We will
often seek to target particular items for testing based on their size or risk characteristics.
In other cases, we will use audit sampling to enable us to draw a conclusion about the
population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is
located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s
members as a body in accordance with Chapter 3 of Part 16 of the Companies Act
2006 and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown
or into whose hands it may come save where expressly agreed by our prior consent
in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the company, or returns
adequate for our audit have not been received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the company financial statements and the part of the Directors’ Remuneration Report
to be audited are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the company for the financial year ended 31December2021.
Our uninterrupted engagement covers 5 financial years.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and
Transparency Rules to include these financial statements in an annual financial report
prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed
on the National Storage Mechanism of the Financial Conduct Authority. This auditors’
report provides no assurance over whether the structured digital format annual financial
report has been prepared in accordance with those requirements.
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Newcastle upon Tyne
13March2026
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 109
| 2025 | 2024 | ||
| Note | £’000 | £’000 | |
| Continuing operations | |||
Revenue | 6 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Selling and distribution expenses | ( | ( | |
Administrative expenses | ( | ( | |
Other operating income/(expenses) | 7 | ||
Exceptional items | 8 | ( | |
Operating profit | 9 | ||
Finance income | 13 | ||
Finance costs | 14 | ( | ( |
Profit before tax | |||
Income tax expense | 15 | ( | ( |
Profit for the year | |||
Note | 2025 | 2024 | |
| Earnings per share | |||
Basic | 16 | ||
Diluted | 16 |
Consolidated statement
of comprehensive income
for the year ended 31 December 2025
| 2025 | 2024 | ||
| Note | £’000 | £’000 | |
Profit for the year | |||
| Other comprehensive income/(expense) | |||
Other comprehensive income/(expense) that may be reclassified to profit or loss in subsequent periods: | |||
Net (loss)/gain on monetary items forming part of net investment in foreign operations and qualifying | |||
hedges of net investments in foreign operations | ( | ||
Income tax effect | 15 | ( | |
| Exchange differences on translation of foreign | |||
operations | ( | ||
| Net other comprehensive income/(expense) | |||
thatmay be reclassified to profit or loss in subsequent periods | ( | ||
Other comprehensive (expense)/income not to be reclassified to profit or loss in subsequent periods: | |||
Remeasurement losses on defined benefit plans | 28 | ( | ( |
Income tax effect | 15 | ||
Net other comprehensive expense not to be reclassified to profit or loss in subsequent periods | ( | ( | |
Other comprehensive income/(expense) for the year, netof tax | ( | ||
Total comprehensive income for the year, net of tax attributable to owners of the parent |
Consolidated income statement
for the year ended 31 December 2025
Stelrad Group plc Annual Report 2025110
Consolidated balance sheet
as at 31 December 2025 (Registered Number 13670010)
| 2025 | 2024 | ||
| Note | £’000 | £’000 | |
| Assets | |||
| Non-current assets | |||
Property, plant and equipment | 18 | ||
Intangible assets | 19 | ||
Trade and other receivables | 22 | ||
Deferred tax assets | 15 | ||
| Current assets | |||
Inventories | 21 | ||
Trade and other receivables | 22 | ||
Income tax receivable | |||
Financial assets | 31 | ||
Cash and cash equivalents | 23 | ||
Total assets |
| 2025 | 2024 | ||
| Note | £’000 | £’000 | |
| Equity and liabilities | |||
| Equity | |||
Share capital | 26 | ||
Merger reserve | ( | ( | |
Retained earnings | |||
Foreign currency reserve | ( | ( | |
Total equity | |||
| Non-current liabilities | |||
Interest-bearing loans and borrowings | 20 | ||
Deferred tax liabilities | 15 | ||
Provisions | 25 | ||
Net employee defined benefit liabilities | 28 | ||
| Current liabilities | |||
Trade and other payables | 24 | ||
Financial liabilities | 20 | ||
Interest-bearing loans and borrowings | 20 | ||
Income tax payable | |||
Provisions | 25 | ||
Total liabilities | |||
Total equity and liabilities |
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 111
Consolidated statement of changes in equity
for the year ended 31 December 2025
| Attributable to the owners of the parent | |||||
| Issued share | Merger | Retained | Foreign | ||
| capital | reserve | earnings | currency | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
At 1 January 2024 | ( | ( | |||
Profit for the year | |||||
Other comprehensive expense for the year | ( | ( | ( | ||
Total comprehensive income/(expense) | ( | ||||
Share-based payment charge (note 12) | |||||
Dividends paid (note 17) | ( | ( | |||
At 31 December 2024 | ( | ( | |||
Profit for the year | |||||
Other comprehensive income/(expense) for the year | ( | ||||
Total comprehensive income | |||||
Share-based payment charge (note 12) | |||||
Dividends paid (note 17) | ( | ( | |||
At | ( | ( |
Stelrad Group plc Annual Report 2025112
Consolidated statement of cash flows
for the year ended 31 December 2025
| 2025 | 2024 | ||
| Note | £’000 | £’000 | |
| Operating activities | |||
Profit before tax | |||
| Adjustments to reconcile profit before tax to net | |||
| cash flows: | |||
– Depreciation of property, plant and equipment | 18 | ||
– Amortisation of intangible assets | 19 | ||
– Gain on disposal of property, plant and equipment | ( | ( | |
– Share-based payments charge | |||
– Exceptional items – non-cash elements | |||
– Finance income | 13 | ( | ( |
– Finance costs | 14 | ||
| Working capital adjustments: | |||
– Decrease in trade and other receivables | |||
– Decrease/(increase) in inventories | ( | ||
– Decrease in trade and other payables | ( | ( | |
– Increase/(decrease) in provisions | ( | ||
– Movement in other financial assets/liabilities | ( | ||
– Decrease in other pension provisions | ( | ( | |
– Difference between pension charge and cashcontributions | ( | ( | |
Income tax paid | ( | ( | |
Interest received | |||
| Net cash flows generated from operating activities |
| 2025 | 2024 | ||
| Note | £’000 | £’000 | |
| Investing activities | |||
| Proceeds from sale of property, plant, equipment | |||
and intangible assets | |||
Purchase of property, plant and equipment | 18 | ( | ( |
Purchase of intangible assets | 19 | ( | ( |
Net cash flows used in investing activities | ( | ( | |
| Financing activities | |||
Transaction costs related to refinancing | ( | ||
Proceeds from external borrowings | |||
Repayment of external borrowings | ( | ( | |
Payment of lease liabilities | ( | ( | |
Interest paid | ( | ( | |
Dividends paid | 17 | ( | ( |
Net cash flows used in financing activities | ( | ( | |
Net decrease in cash and cash equivalents | ( | ( | |
Net foreign exchange difference | ( | ||
Cash and cash equivalents at 1 January | 23 | ||
Cash and cash equivalents at 31 December | 23 |
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 113
Notes to the consolidated financial statements
for the year ended 31 December 2025
1 Corporate information
The consolidated financial statements of Stelrad Group plc and its subsidiaries
(collectively, the “Group”) for the year ended 31 December 2025 were authorised for
issue by the Board of Directors on 13 March 2026.
as a public company, limited by shares . The Company is incorporated, domiciled and
registered in England and Wales , with its registered office situated at 69–75 Side,
The principal activity of the Company is that of a holding company.
2 Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis,
except for derivative financial instruments which, where used, are measured at fair
value. The consolidated financial statements are presented in GB Pounds and all
values are rounded to the nearest thousand (£’000), except when otherwise indicated.
The consolidated financial statements have been prepared on a going concern basis.
Details of the going concern assessment can be found in the Strategic Report on pages
54 and 55.
3 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company
and its subsidiaries for the year ended 31 December 2025. Control is achieved when the
Group is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary
and ceases when the Group loses control of the subsidiary. Assets, liabilities, income
and expenses of a subsidiary acquired or disposed of during the year are included in the
statement of comprehensive income from the date the Group gains control until the date
the Group ceases to control the subsidiary.
When necessary, adjustments are made to the financial statements of subsidiaries
to bring their accounting policies into line with the Group’s accounting policies. All
intra-Group assets and liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on consolidation.
A list of the subsidiaries of the Group can be found in note 12 of the Company
financial statements.
4 Material accounting policy information
The accounting policies outlined below have been applied consistently, other than where
new policies have been adopted.
Stelrad Group plc Annual Report 2025114
4 Material accounting policy information continued
B. Fair value measurement continued
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 115
Notes to the consolidated financial statements continued
for the year ended 31 December 2025
4 Material accounting policy information continued
D. Revenue recognition continued
Stelrad Group plc Annual Report 2025116
4 Material accounting policy information continued
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 117
Notes to the consolidated financial statements continued
for the year ended 31 December 2025
4 Material accounting policy information continued
Stelrad Group plc Annual Report 2025118
4 Material accounting policy information continued
I. Financial instruments – initial recognition and subsequent
measurement continued
iii) Financial liabilities continued
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 119
Notes to the consolidated financial statements continued
for the year ended 31 December 2025
4 Material accounting policy information continued
Stelrad Group plc Annual Report 2025120
4 Material accounting policy information continued
N. Leases continued
Group as lessee continued
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 121
Notes to the consolidated financial statements continued
for the year ended 31 December 2025
4 Material accounting policy information continued
P. Pensions and other post-employment benefits continued
| Effective date | |
| (period beginning | |
| International Accounting Standards (IAS/IFRSs) | on or after) |
| Classification and Measurement of Financial Instruments – | |
Amendments to IFRS 9 and IFRS 7 | 1 January 2026 |
Annual Improvements to IFRS Accounting Standards – Volume 11 | 1 January 2026 |
| Contracts Referencing Nature-dependent Electricity – | |
Amendments to IFRS 9 and IFRS 7 | 1 January 2026 |
Presentation and Disclosure in Financial Statements – IFRS 18 | 1 January 2027 |
Subsidiaries without Public Accountability: Disclosures – IFRS 19 | 1 January 2027 |
Stelrad Group plc Annual Report 2025122
Rebates
A proportion of rebates is paid to the end consumers of goods sold. Uncertainties exist
over the value of the rebates recognised as, until claims are made by end consumers,
the Group cannot be certain which consumers have purchased which products. Due
to this uncertainty, estimates are made over what contractual rates, if any, will apply to
goods sold.
Management makes significant estimates and assumptions in order to assess the
level of rebate required at the balance sheet date. Management is able to utilise
market information and historical/current data and trends in order to make an
appropriate estimate.
A reasonably possible change in the estimates surrounding rebates would not result in
a material impact on the financial statements.
| 2025 | 2024 | |
| £’000 | £’000 | |
UK & Ireland | 131,254 | 137,351 |
Europe | 133,526 | 138,971 |
Turkey & International | 14,818 | 14,255 |
Total revenue | 279,598 | 290,577 |
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 123
Notes to the consolidated financial statements continued
for the year ended 31 December 2025
6 Segmental information continued
| 2025 | 2024 | |
| £’000 | £’000 | |
UK | 14,662 | 16,324 |
The Netherlands | 16,779 | 17,453 |
Turkey | 26,622 | 25,549 |
Italy | 13,916 | 23,894 |
Other | 859 | 605 |
Total | 72,838 | 83,825 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Net gain on disposal of property, plant and equipment | 80 | 118 |
Foreign currency gains | 3,559 | 723 |
Net losses on forward derivative contracts | (1,052) | (35) |
Sundry other income | 414 | 513 |
3,001 | 1,319 |
8 Exceptional items
| 2025 | 2024 | |
| £’000 | £’000 | |
Impairment of goodwill | 2,694 | — |
Impairment of customer relationships | 1,392 | — |
Impairment of property, plant and equipment | 5,814 | — |
Inventory provision | 2,307 | — |
Restructuring costs | 2,718 | — |
14,925 | — |
During the year ended 31 December 2025, the charge for exceptional items was
£14,925,000, of which £2,262,000 relates to cash items and £12,663,000 relates to
non-cash items.
During the year, an impairment was recognised in respect of the Radiators SpA cash-
generating unit, resulting in an impairment of goodwill of £2,694,000, an impairment of
customer relationships of £1,392,000, an impairment of property, plant and equipment
of £5,814,000 and an inventory provision of £2,307,000, which has arisen due to the
circumstances surrounding the impairment.
Additionally, restructuring costs of £2,718,000 have been incurred or provided for as a
result of proactive margin management initiatives and cost reduction activities across
our sites in Turkey, Italy and Denmark.
Further detail can be found in the Finance and Business Review within the exceptional
items section on page 43.
All exceptional items have been presented as such because they are one-off in nature
and separate disclosure allows the underlying trading performance of the Group to be
better understood.
Stelrad Group plc Annual Report 2025124
Depreciation of owned assets | 8,744 | 8,926 |
Depreciation of right-of-use assets | 2,649 | 2,766 |
11,393 | 11,692 | |
Amortisation of customer relationships | 69 | 137 |
Amortisation of other intangibles | 261 | 331 |
330 | 468 | |
Profit on sale of property, plant and equipment and other intangibles | (80) | (118) |
Other exchange gains | (2,507) | (688) |
Research and development costs | 1,488 | 1,552 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Wages and salaries | 44,196 | 44,815 |
Social security costs | 8,506 | 8,323 |
Other pension costs | 3,475 | 3,082 |
Share-based payment charge (note 12) | 704 | 440 |
56,881 | 56,660 |
| 2025 | 2024 | |
| Number | Number | |
Cost of sales | 735 | 779 |
Selling and distribution | 481 | 526 |
Administration | 126 | 130 |
1,435 |
11 Directors’ remuneration
The Remuneration Policy is described in the Remuneration Report on pages 83 to 87.
| 2025 | 2024 | |
| £’000 | £’000 | |
Aggregate remuneration | 1,294 | 1,735 |
The amounts in respect of the highest paid Director are as follows:
| 2025 | 2024 | |
| £’000 | £’000 | |
Aggregate remuneration | 630 | 969 |
Aggregate remuneration is inclusive of basic salary, annual bonus (including any accrued
bonuses), pension contributions and other taxable benefits. No retirement benefits
are accruing to Directors under a defined contribution scheme or a defined benefit
scheme (2024: £nil). Further details on Directors’ remuneration can be found in the
Remuneration Report on pages 79 to 96.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 125
Notes to the consolidated financial statements continued
for the year ended 31 December 2025
| 2025 | |
| Stelrad Group plc: | |
Share price at date of grant | £1.29 |
Dividend yield | 0.0% |
Risk-free rate | 1.6% |
Future share price volatility | 25.0% |
| Selected comparator group: | |
Future share price volatility | 47.9 % |
Correlation between companies | 1.0% |
| 2025 | 2024 | |
| £’000 | £’000 | |
Interest on cash deposits | 173 | 186 |
Stelrad Group plc Annual Report 2025126
| 2025 | 2024 | |
| £’000 | £’000 | |
Interest on bank loans | 4,461 | 5,723 |
Amortisation of loan issue costs | 692 | 375 |
Interest expense on defined benefit liabilities | 1,047 | 921 |
Finance charges payable on lease liabilities | 97 | 129 |
Other finance charges | 1,279 | 1,041 |
7,576 | 8,189 |
15 Income tax expense
The major components of income tax expense are as follows:
| 2025 | 2024 | |
| £’000 | £’000 | |
| Consolidated income statement | ||
| Current income tax: | ||
Current income tax charge | 8,794 | 5,083 |
Adjustments in respect of current income tax charge of previous year | (41) | (127) |
| Deferred tax: | ||
Relating to origination and reversal of temporary differences | 477 | 1,908 |
Income tax expense reported in the income statement | 9,230 | 6,864 |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Consolidated statement of comprehensive income | ||
Tax related to items recognised in other comprehensive income/(expense) during the year: | ||
Deferred tax on actuarial loss | (28) | (232) |
| Current tax on monetary items forming part of net | ||
investment and on hedges of net investment | (229) | 217 |
Income tax credited to other comprehensive income | (257) | (15) |
Reconciliation of tax expense and the accounting profit at the tax rate in the United
Kingdom of 25% (2024: 25%):
| 2025 | 2024 | |
| £’000 | £’000 | |
Profit before tax | 10,074 | 23,382 |
| Profit before tax multiplied by standard rate of corporation | ||
tax in the UK of 25% (2024: 25%) | 2,519 | 5,846 |
Adjustments in respect of current income tax charge of previous year | (41) | (127) |
Non-deductible expenses | 2,883 | 352 |
Differences arising due to tax losses | 1,048 | 286 |
Other timing differences (including exceptional charges) | 2,150 | 721 |
Benefit of overseas investment incentives | — | (220) |
Withholding tax on dividend income | 1,508 | 1,032 |
Effect of different overseas tax rates | (837) | (1,026) |
Total tax expense reported in the income statement | 9,230 | 6,864 |
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 127
Notes to the consolidated financial statements continued
for the year ended 31 December 2025
15 Income tax expense continued
Consolidated balance sheet | Consolidated income statement | |||
| 2025 | 2024 | 2025 | 2024 | |
| £’000 | £’000 | £’000 | £’000 | |
Capital allowances | (784) | (641) | 11 | (742) |
Pension | 901 | 1,010 | (189) | 99 |
Fixed asset fair value adjustments | (184) | (1,303) | 1,165 | 58 |
| Losses available for offsetting | ||||
against future income | 2,343 | 3,322 | (1,069) | (965) |
Other temporary differences | 2,338 | 2,224 | (395) | (358) |
Deferred tax charge | (477) | (1,908) | ||
Net deferred tax assets | 4,614 | 4,612 | ||
| Reflected in the balance sheet as: | ||||
Deferred tax assets | 4,836 | 4,821 | ||
Deferred tax liabilities | (222) | (209) | ||
Deferred tax assets, net | 4,614 | 4,612 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Opening balance as at 1 January | 4,612 | 6,467 |
Tax charge recognised in income statement | (477) | (1,908) |
| Tax income recognised in other comprehensive income/ | ||
(expense) | 28 | 232 |
Exchange adjustment | 451 | (179) |
Closing balance as at 31 December | 4,614 | 4,612 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Capital allowances | 14 | 13 |
Losses available for offsetting against future income | 2,741 | 3,486 |
2,755 | 3,499 |
Stelrad Group plc Annual Report 2025128
16 Earnings per share
| 2025 | 2024 | |
| £’000 | £’000 | |
Net profit for the year attributable to owners of the parent | 844 | 16,518 |
Exceptional items | 14,925 | — |
Amortisation of customer relationships | 69 | 137 |
Refinancing costs (note 14) | 342 | — |
Tax on exceptional items | 582 | — |
Tax on amortisation of customer relationships | (19) | (38) |
Tax on refinancing costs | (86) | — |
| Adjusted net profit for the year attributable to owners | ||
of the parent | 16,657 | 16,617 |
| 2025 | 2024 | |
| Number | Number | |
Basic weighted average number of shares in issue | 127,352,555 | 127,352,555 |
Diluted weighted average number of shares in issue | 127,474,048 | 128,389,983 |
| Earnings per share | ||
Basic earnings per share (pence per share) | 0.66 | 12.97 |
Diluted earnings per share (pence per share) | 0.66 | 12.87 |
| Adjusted earnings per share | ||
Basic earnings per share (pence per share) | 13.08 | 13.05 |
Diluted earnings per share (pence per share) | 13.07 | 12.94 |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Declared and paid during the year | ||
| Equity dividend on ordinary shares: | ||
Final dividend for 2024: 4.81p per share (2023: 4.72p per share) | 6,126 | 6,011 |
| Interim dividend for 2025: 3.04p per share (2024: 2.98p per share) | 3,872 | 3,795 |
9,998 | 9,806 |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Dividend proposed (not recognised as a liability) | ||
| Equity dividend on ordinary shares: | ||
| Final dividend for 2025: 5.05p per share (2024: 4.81p per share) | 6,431 | 6,126 |
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 129
Notes to the consolidated financial statements continued
for the year ended 31 December 2025
18 Property, plant and equipment
| Fixtures, fittings | ||||||
| Freehold land | Leasehold | Assets under | Plant and | and motor | ||
| and buildings | buildings | construction | equipment | vehicles | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Cost | ||||||
At 1 January 2024 | 46,202 | 12,741 | 1,266 | 89,078 | 12,280 | 161,567 |
Additions | 124 | 214 | 4,951 | 980 | 742 | 7,011 |
Transfers | 214 | — | (4,438) | 3,820 | 404 | — |
Disposals | — | (140) | — | (829) | (806) | (1,775) |
Exchange adjustment | (1,675) | (587) | (19) | (3,929) | (331) | (6,541) |
At 31 December 2024 | 44,865 | 12,228 | 1,760 | 89,120 | 12,289 | 160,262 |
Additions | 201 | 706 | 2,243 | 2,748 | 1,267 | 7,165 |
Transfers | 34 | — | (1,346) | 1,114 | 198 | — |
Disposals | (259) | (1,422) | — | (11,869) | (1,065) | (14,615) |
Exchange adjustment | 1,961 | 669 | 60 | 4,601 | 411 | 7,702 |
At 31 December 2025 | 46,802 | 12,181 | 2,717 | 85,714 | 13,100 | 160,514 |
| Accumulated depreciation and impairment | ||||||
At 1 January 2024 | 14,749 | 5,760 | — | 45,766 | 8,045 | 74,320 |
Depreciation charge | 1,616 | 1,489 | — | 6,766 | 1,821 | 11,692 |
Disposals | — | (47) | — | (806) | (699) | (1,552) |
Exchange adjustment | (411) | (298) | — | (2,461) | (201) | (3,371) |
At 31 December 2024 | 15,954 | 6,904 | — | 49,265 | 8,966 | 81,089 |
Depreciation charge | 1,415 | 1,486 | — | 6,745 | 1,747 | 11,393 |
Disposals | (260) | (1,422) | — | (11,853) | (1,061) | (14,596) |
Impairment (note 19) | 5,815 | — | — | (23) | 22 | 5,814 |
Exchange adjustment | 654 | 388 | — | 3,002 | 279 | 4,323 |
At 31 December 2025 | 23,578 | 7,356 | — | 47,136 | 9,953 | 88,023 |
| Net book value | ||||||
At 31 December 2025 | 23,224 | 4,825 | 2,717 | 38,578 | 3,147 | 72,491 |
At 31 December 2024 | 28,911 | 5,324 | 1,760 | 39,855 | 3,323 | 79,173 |
At 31 December 2023 | 31,453 | 6,981 | 1,266 | 43,312 | 4,235 | 87,247 |
Stelrad Group plc Annual Report 2025130
18 Property, plant and equipment continued
| 2025 | 2024 | |
| £’000 | £’000 | |
Leasehold buildings | 4,819 | 5,299 |
Plant and equipment | 1,546 | 1,175 |
Fixtures, fittings and motor vehicles | 1,040 | 1,255 |
7,405 | 7,729 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Leasehold buildings | 706 | 214 |
Plant and equipment | 736 | 523 |
Fixtures, fittings and motor vehicles | 508 | 413 |
1,950 | 1,150 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Leasehold buildings | 1,465 | 1,462 |
Plant and equipment | 577 | 565 |
Fixtures, fittings and motor vehicles | 607 | 739 |
2,649 | 2,766 |
| Technology | ||||
| Customer | and software | |||
| Goodwill | relationships | costs | Total | |
| £’000 | £’000 | £’000 | £’000 | |
| Cost | ||||
At 1 January 2025 | 2,607 | 1,737 | 1,357 | 5,701 |
Additions | — | — | 35 | 35 |
Disposals | — | — | (210) | (210) |
Exchange adjustment | 146 | 97 | 73 | 316 |
At 31 December 2025 | 2,753 | 1,834 | 1,255 | 5,842 |
| Accumulated amortisation | ||||
| and impairment | ||||
At 1 January 2025 | — | 323 | 726 | 1,049 |
Amortisation | — | 69 | 261 | 330 |
Disposals | — | — | (124) | (124) |
Impairment | 2,694 | 1,392 | — | 4,086 |
Exchange adjustment | 59 | 50 | 45 | 154 |
At 31 December 2025 | 2,753 | 1,834 | 908 | 5,495 |
| Net book value | ||||
At 31 December 2025 | — | — | 347 | 347 |
At 31 December 2024 | 2,607 | 1,414 | 631 | 4,652 |
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 131
Notes to the consolidated financial statements continued
for the year ended 31 December 2025
19 Intangible assets continued
Impairment continued
Impairment assessment of goodwill continued
| 2025 | 2024 | |
| Liabilities | £’000 | £’000 |
| Financial instruments at fair value through profit or loss | ||
| Derivatives not designated as hedges – foreign exchange | ||
forward contracts | 221 | — |
Total instruments at fair value through profit or loss | 221 | — |
Current | 221 | — |
Non-current | — | — |
| Effective | ||||
| interest rate | 2025 | 2024 | ||
% | Maturity | £’000 | £’000 | |
| Current interest-bearing | ||||
| loans and borrowings | ||||
Lease liabilities | 2,579 | 2,212 | ||
2,579 | 2,212 | |||
| Non-current interest-bearing | ||||
| loans and borrowings | ||||
Lease liabilities | 4,979 | 5,671 | ||
Revolving credit facility – GBP | SONIA + 1.75% | 4 Dec 2028 | 32,300 | 41,750 |
Revolving credit facility – Euro | Euribor + 1.75% | 4 Dec 2028 | 13,097 | 13,146 |
Term loan | Euribor + 1.75% | 4 Dec 2028 | 24,750 | 23,436 |
Unamortised loan costs | (715) | (674) | ||
74,411 | 83,329 | |||
| Total interest-bearing loans | ||||
and borrowings | 76,990 | 85,541 |
Stelrad Group plc Annual Report 2025132
20 Financial liabilities continued
Financial liabilities – interest-bearing loans and borrowings continued
21 Inventories
| 2025 | 2024 | |
| £’000 | £’000 | |
Raw materials | 23,183 | 23,818 |
Work in progress | 2,796 | 3,388 |
Finished goods | 33,350 | 37,063 |
Other consumables | 3,073 | 3,042 |
62,402 | 67,311 |
The cost of inventories recognised as an expense in the year was £193,327,000
(2024: £201,617,000). The provision for the impairment of stocks increased in the year,
giving rise to a cost of £3,754,000 (2024: cost of £760,000), of which £2,307,000 was
recognised as an exceptional item (note 8). At 31 December 2025, the provision for the
impairment of stocks was £7,958,000 (2024: £3,974,000).
Trade receivables | 43,508 | 42,279 |
Other receivables | 2,842 | 2,629 |
Prepayments | 814 | 570 |
47,164 | 45,478 | |
| Non-current | ||
Other receivables | 299 | 284 |
299 | 284 |
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 133
Notes to the consolidated financial statements continued
for the year ended 31 December 2025
22 Trade and other receivables continued
| 2025 | 2024 | |
| £’000 | £’000 | |
At 1 January | 548 | 806 |
Charge for the year | — | 14 |
Utilised | (20) | — |
Unused amounts reversed | (7) | (246) |
Exchange adjustment | 31 | (26) |
At 31 December | 552 | 548 |
| Total | Current | <30 days | 30–90 days | >90 days | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
| 2025 | |||||
Gross carrying amount | 44,060 | 32,679 | 9,881 | 1,500 | — |
| 2024 | |||||
Gross carrying amount | 42,827 | 33,241 | 5,464 | 3,873 | 249 |
23 Cash and cash equivalents
| 2025 | 2024 | |
| £’000 | £’000 | |
Cash at bank and on hand | 18,978 | 18,633 |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Current | ||
Trade payables | 44,040 | 46,581 |
Other payables and accruals | 17,168 | 18,485 |
Other taxes and social security | 5,595 | 3,822 |
Interest payable | 255 | 322 |
67,058 | 69,210 |
| Compensation | Unused | ||||
| Warranty | fund | Restructuring | vacation | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
At 1 January 2024 | 746 | 1,220 | 2,684 | 347 | 4,997 |
Arising during the year | 332 | 126 | — | 765 | 1,223 |
Released | (169) | — | — | — | (169) |
Utilised | (430) | — | (2,323) | (440) | (3,193) |
Exchange adjustment | (27) | (59) | (52) | (61) | (199) |
At 31 December 2024 | 452 | 1,287 | 309 | 611 | 2,659 |
Arising during the year | 362 | 3 | 332 | 626 | 1,323 |
Released | — | (115) | — | — | (115) |
Utilised | (310) | (65) | (9) | (461) | (845) |
Exchange adjustment | 27 | 67 | 24 | (237) | (119) |
At 31 December 2025 | 531 | 1,177 | 656 | 539 | 2,903 |
Current | 116 | — | 656 | 299 | 1,071 |
Non-current | 415 | 1,177 | — | 240 | 1,832 |
Stelrad Group plc Annual Report 2025134
| 2025 | 2025 | 2024 | 2024 | |
| Number | £ | Number | £ | |
| Authorised, called up and fully paid | ||||
Ordinary shares of £0.001 each | 127,352,555 | 127,353 | 127,352,555 | 127, 353 |
127,353 | 127, 353 |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Net employee defined benefit liability | ||
Turkish scheme – IAS 19 | 3,977 | 4,476 |
Italian scheme – IAS 19 | 605 | 600 |
Other retirement obligations – non-IAS 19 | 43 | 42 |
4,625 | 5,118 |
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 135
Notes to the consolidated financial statements continued
for the year ended 31 December 2025
28 Pensions and other post-employment plans continued
| Italian | Turkish | Italian | Turkish | |
| scheme | scheme | scheme | scheme | |
| 2025 | 2025 | 2024 | 2024 | |
| £’000 | £’000 | £’000 | £’000 | |
At 1 January | 600 | 4,476 | 860 | 3,148 |
Current service cost | — | 645 | — | 380 |
Interest cost | — | 1,099 | 26 | 893 |
Plan curtailments – service cost | — | (35) | — | 3 |
Plan curtailments – interest cost | — | (53) | — | 2 |
Amounts recognised in income statement | — | 1,656 | 26 | 1,278 |
Actuarial losses/(gains) | — | 113 | (3) | 928 |
Benefits paid | (28) | (1,169) | (248) | (326) |
Exchange differences | 33 | (1,099) | (35) | (552) |
At 31 December | 605 | 3,977 | 600 | 4,476 |
| Italian | Turkish | Italian | Turkish | |
| scheme | scheme | scheme | scheme | |
| 2025 | 2025 | 2024 | 2024 | |
| £’000 | £’000 | £’000 | £’000 | |
Experience adjustments – obligation | — | (60) | 3 | (1,010) |
| Changes in demographic assumptions – | ||||
obligation | — | (153) | — | (35) |
| Changes in financial assumptions – | ||||
obligation | — | 100 | — | 117 |
At 31 December | — | (113) | 3 | (928) |
| Italian | Turkish | Italian | Turkish | |
| scheme | scheme | scheme | scheme | |
| 2025 | 2025 | 2024 | 2024 | |
Discount rate (per annum) | 3.4% | 29.6% | 3.2% | 29.3% |
Future salary increases (per annum) | n/a | 24.6% | n/a | 25.6% |
2025 | Discount rate | 2025 | Future salary | |
| (per annum) | increases (per annum) | |||
| +1% | -1% | +1% | -1% | |
| £’000 | £’000 | £’000 | £’000 | |
| (Decrease)/increase in defined benefit | ||||
obligation – Italian scheme | (40) | 44 | — | — |
| (Decrease)/increase in defined benefit | ||||
obligation – Turkish scheme | (93) | 95 | 71 | (77) |
| 2025 | 2024 | |
| £’000 | £’000 | |
Short-term employment benefits | 1,487 | 1,975 |
Stelrad Group plc Annual Report 2025136
30 Capital management
For the purpose of the Group’s capital management, capital includes issued capital and
all other equity reserves attributable to the equity holders of the parent. The primary
objective of the Group’s capital management is to maximise the shareholder value. In
order to achieve this overall objective, the Group’s capital management, amongst other
things, aims to ensure that it meets financial covenants attached to the interest-bearing
loans and borrowings that define capital structure requirements. Breaches in meeting
the financial covenants would permit the bank to immediately call loans and borrowings.
There have been no breaches in the financial covenants of any interest-bearing loans
and borrowings in the current year. The Group manages its capital structure and makes
adjustments in light of changes in economic conditions and the requirements of the
financial covenants.
Details of the issued capital and reserves are shown in note 26. Details of interest-bearing
loans and borrowings are shown in note 20.
| Total | Level 1 | Level 2 | Level 3 | |
| As at 31 December 2025 | £’000 | £’000 | £’000 | £’000 |
| (Liabilities)/assets measured at fair value | ||||
| Derivative financial (liabilities)/assets | ||||
| Foreign exchange forward contracts – | ||||
GBP/EUR | (229) | (229) | — | — |
| Foreign exchange forward contracts – | ||||
EUR/USD | 8 | 8 | — | — |
(221) | (221) | — | — |
| Total | Level 1 | Level 2 | Level 3 | |
| As at 31 December 2024 | £’000 | £’000 | £’000 | £’000 |
| Assets/(liabilities) measured at fair value | ||||
| Derivative financial assets/(liabilities) | ||||
| Foreign exchange forward contracts – | ||||
GBP/EUR | (274) | (274) | — | — |
| Foreign exchange forward contracts – | ||||
EUR/USD | 567 | 567 | — | — |
293 | 293 | — | — |
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 137
Notes to the consolidated financial statements continued
for the year ended 31 December 2025
31 Financial instrument disclosures continued
Carrying amount | Fair value | |||
| 2025 | 2024 | 2025 | 2024 | |
| £’000 | £’000 | £’000 | £’000 | |
| Financial liabilities | ||||
Lease liabilities | 7,558 | 7,883 | 7,558 | 7, 883 |
Revolving credit facility – GBP | 32,300 | 41,750 | 32,300 | 41,750 |
Revolving credit facility – Euro | 13,097 | 13,146 | 13,097 | 13,146 |
Term loan | 24,750 | 23,436 | 24,750 | 23,436 |
77,705 | 86,215 | 77,705 | 86,215 |
Stelrad Group plc Annual Report 2025138
31 Financial instrument disclosures continued
D. Financial risk management objectives and policies continued
Market risk continued
| Effect on | ||
| profit | ||
| Increase/ | before tax | |
| Year ended 31 December 2025 | decrease | £’000 |
SONIA/Euribor | +0.5% | (404) |
SONIA/Euribor | -0.5% | 404 |
| Effect on | ||
| profit | ||
| Increase/ | before tax | |
| Year ended 31 December 2024 | decrease | £’000 |
SONIA/Euribor | +0.5% | (464) |
SONIA/Euribor | -0.5% | 464 |
| Effect on profit | ||
| Change in | before tax | |
Euro rate (1) | £’000 | |
2025 | +10% | 10 |
-10% | (13) | |
2024 | +10 % | 68 |
-10% | (83) |
| Effect on profit | ||
| Change in | before tax | |
USD rate (1) | £’000 | |
2025 | +10% | 30 |
-10% | (36) | |
2024 | +10 % | 74 |
-10% | (91) |
| Effect on profit | ||
| Change in | before tax | |
TL rate (1) | £’000 | |
2025 | +10% | 641 |
-10% | (783) | |
2024 | +10 % | (230) |
-10% | 281 |
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 139
Notes to the consolidated financial statements continued
for the year ended 31 December 2025
31 Financial instrument disclosures continued
D. Financial risk management objectives and policies continued
Market risk continued
Stelrad Group plc Annual Report 2025140
31 Financial instrument disclosures continued
D. Financial risk management objectives and policies continued
Liquidity risk continued
| <1 year | 1 to 5 years | >5 years | Total | |
| As at 31 December 2025 | £’000 | £’000 | £’000 | £’000 |
Lease liabilities | 2,653 | 5,159 | — | 7,812 |
Interest-bearing loans | 3,456 | 74,806 | — | 78,262 |
Trade and other payables | 61,463 | — | — | 61,463 |
| Derivatives not designated as hedges – | ||||
foreign exchange forward contracts | 229 | — | — | 229 |
67,801 | 79,965 | — | 147,766 |
| <1 year | 1 to 5 years | >5 years | Total | |
| As at 31 December 2024 | £’000 | £’000 | £’000 | £’000 |
Lease liabilities | 2,317 | 5,872 | — | 8,189 |
Interest-bearing loans | 5,209 | 82,124 | — | 87,333 |
Trade and other payables | 65,388 | — | — | 65,388 |
| Derivatives not designated as hedges – | ||||
foreign exchange forward contracts | 274 | — | — | 274 |
73,188 | 87,996 | — | 161,184 |
| 31 December 2025 | |
| Carrying amount of liabilities that are part of | |
| supplier financing arrangements | |
| Presented within trade and other payables | |
– of which suppliers have received payment from finance provider (£’000) | 15,984 |
| Range of payment due dates | |
Liabilities that are part of the arrangement | 150–190 days after invoice date |
Trade payables that are not part of the arrangement | 120–150 days after invoice date |
| 31 December 2024 | |
| Carrying amount of liabilities that are part of | |
| supplier financing arrangements | |
| Presented within trade and other payables | |
– of which suppliers have received payment from finance provider (£’000) | 5,150 |
| Range of payment due dates | |
Liabilities that are part of the arrangement | 150–190 days after invoice date |
Trade payables that are not part of the arrangement | 120–150 days after invoice date |
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 141
Notes to the consolidated financial statements continued
for the year ended 31 December 2025
| 2025 | 2024 | |
| £’000 | £’000 | |
Profit for the year | 844 | 16,518 |
| Adjusted for: | ||
Exceptional items | 14,925 | — |
Amortisation of customer relationships | 69 | 137 |
Refinancing costs | 342 | — |
Tax on exceptional items | 582 | — |
Tax on amortisation of customer relationships | (19) | (38) |
Tax on refinancing costs | (86) | — |
Adjusted profit for the year | 16,657 | 16,617 |
Basic weighted average number of shares in issue | 127,352,555 | 127,352,555 |
Diluted weighted average number of shares in issue | 127,474,048 | 128,389,983 |
| Earnings per share | ||
Basic earnings per share (pence per share) | 0.66 | 12.97 |
Diluted earnings per share (pence per share) | 0.66 | 12.87 |
| Adjusted earnings per share | ||
Basic earnings per share (pence per share) | 13.08 | 13.05 |
Diluted earnings per share (pence per share) | 13.07 | 12.94 |
Reconciliation of adjusted operating profit and EBITDA
| 2025 | 2024 | |
| £’000 | £’000 | |
Operating profit | 17,477 | 31,385 |
| Adjusted for: | ||
Exceptional items | 14,925 | — |
Amortisation of customer relationships | 69 | 137 |
Adjusted operating profit | 32,471 | 31,522 |
| Adjusted for: | ||
Depreciation | 11,393 | 11,692 |
Amortisation (excluding customer relationships) | 261 | 331 |
EBITDA | 44,125 | 43,545 |
Reconciliation of cash flow from operations, adjusted cash flow from operations
and free cash flow
| 2025 | 2024 | |
| £’000 | £’000 | |
EBITDA (see reconciliation above) | 44,125 | 43,545 |
| Adjusted for: | ||
Exceptional items – cash items | (2,262) | — |
Gain on disposal of property, plant and equipment | (80) | (118) |
Share-based payments | 704 | 440 |
Working capital adjustments | (520) | (12,375) |
Net capital expenditure | (7,727) | (8,485) |
Cash flow from operations | 34,240 | 23,007 |
Income tax paid | (8,000) | (6,265) |
Interest paid – net | (5,732) | ( 7,186) |
Free cash flow | 20,508 | 9,556 |
Cash flow from operations (see reconciliation above) | 34,240 | 23,007 |
| Adjusted for: | ||
Exceptional items | 2,262 | — |
Exceptional items’ impact on working capital | (330) | 2,320 |
Adjusted cash flow from operations | 36,172 | 25,327 |
Stelrad Group plc Annual Report 2025142
32 Reconciliation of alternative performance measures continued
Reconciliation of cash flow from operations, adjusted cash flow from operations
and free cash flow continued
| 2025 | 2024 | |
| £’000 | £’000 | |
Decrease in trade and other receivables | 517 | 3,885 |
Decrease/(increase) in inventories | 4,690 | (6,143) |
Decrease in trade and other payables | (4,430) | (6,743) |
Increase/(decrease) in provisions | 94 | (2,176) |
Movement in other financial assets/liabilities | 531 | (610) |
Decrease in other pension provisions | (1) | (7) |
Difference between pension charges and cash contributions | (1,921) | (581) |
Working capital adjustments | (520) | (12,375) |
| 2025 | 2024 | |
| £’000 | £’000 | |
Proceeds from sale of property, plant, equipment and intangible assets | 185 | 341 |
Purchase of property, plant and equipment | (5,215) | (5,861) |
Purchase of intangible assets | (35) | (100) |
Payment of lease liabilities | (2,662) | (2,865) |
Net capital expenditure | (7,727) | (8,485) |
| 2025 | 2024 | |
| £’000 | £’000 | |
Property, plant and equipment | 72,491 | 79,173 |
Technology and software costs | 347 | 631 |
Inventories | 62,402 | 67,311 |
Trade and other receivables | 47,463 | 45,762 |
Trade and other payables | (67,058) | (69,210) |
Provisions | (2,903) | (2,659) |
Net employee defined benefit liabilities | (4,625) | (5,118) |
Financial (liabilities)/assets | (221) | 293 |
Business capital employed | 107,896 | 116,183 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Adjusted operating profit | 32,471 | 31,522 |
Business capital employed | 107,896 | 116,183 |
Return on capital employed | 30.1% | 27.1% |
Reconciliation of net debt and leverage
| 2025 | 2024 | |
| £’000 | £’000 | |
Total interest-bearing loans and borrowings | 76,990 | 85,541 |
Cash and cash equivalents | (18,978) | (18,633) |
| Adjusted for: | ||
Unamortised loan costs | 715 | 674 |
Net debt | 58,727 | 67,582 |
EBITDA (see reconciliation above) | 44,125 | 43,545 |
Debt leverage ratio | 1.33 | 1.55 |
Reconciliation of net debt and leverage before lease liabilities
| 2025 | 2024 | |
| £’000 | £’000 | |
Total interest-bearing loans and borrowings | 76,990 | 85,541 |
Cash and cash equivalents | (18,978) | (18,633) |
| Adjusted for: | ||
Unamortised loan costs | 715 | 674 |
Lease liabilities | (7,558) | ( 7,88 3) |
Net debt before lease liabilities | 51,169 | 59,699 |
EBITDA (see reconciliation above) | 44,125 | 43,545 |
Debt leverage ratio before lease liabilities | 1.16 | 1.37 |
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 143
Notes to the consolidated financial statements continued
for the year ended 31 December 2025
32 Reconciliation of alternative performance measures continued
| 2025 | 2024 | ||
| £’000 | £’000 | ||
| Leverage calculation | |||
| Net debt (excluding IFRS 16 lease liabilities)/adjusted EBITDA | |||
| (before exceptional items and foreign exchange differences) | |||
Net debt (see reconciliation above) | 58,727 | 67,582 | |
| Adjusted for: | |||
IFRS 16 lease liabilities | (6,745) | (7,036) | |
Interest payable | 255 | 322 | |
Non-obligor cash excluded from the covenant calculation | 1,712 | 1,863 | |
Net debt (excluding IFRS 16 lease liabilities) | 53,949 | 62,731 | |
EBITDA (see reconciliation above) | 44,125 | 43,545 | |
| Adjusted for: | |||
Foreign currency gains (in 2024 only) | — | (723) | |
Net losses on forward derivative contracts (in 2024 only) | — | 35 | |
Adjusted EBITDA (before exceptional items and, in 2024, | foreign exchange differences) | 44,125 | 42,857 |
Leverage for loan facility covenant | 1.22 | 1.46 |
| 2025 | 2024 | ||
| £’000 | £’000 | ||
| Interest cover calculation | |||
Adjusted EBITDA (before exceptional items and, in 2024, foreign exchange differences)/covenant interest | |||
Adjusted EBITDA (before exceptional items and, in 2024, (see reconciliation above) | foreign exchange differences) | 44,125 | 42,857 |
Finance costs | 7,576 | 8,189 | |
Finance income | (173) | (186) | |
| Adjusted for: | |||
Interest expense on defined benefit liabilities | (1,047) | (921) | |
Amortisation of loan issue costs | (692) | (375) | |
Finance charges payable on IFRS 16 lease liabilities | (97) | (124) | |
Covenant interest | 5,567 | 6,583 | |
Interest cover for loan facility covenant | 7.93 | 6.51 |
Stelrad Group plc Annual Report 2025144
Note
2025
£’000
2024
£’000
Assets
Non-current assets
Investments 9 115,908 115,908
Total assets 115,908 115,908
Equity and liabilities
Equity
Called up share capital 11 127 127
Retained earnings 112,266 111,868
Total equity 112,393 111,995
Current liabilities
Amounts due to subsidiary undertakings 10 3,515 3,913
Total liabilities 3,515 3,913
Total equity and liabilities 115,908 115,908
As permitted by section 408 of the Companies Act 2006, the Company’s statement
ofprofit or loss has not been included in these financial statements.
The Company realised a profit of £9,692,000 for the year ended 31 December 2025
(2024: profit of £1,669,000 ). There are no elements of “other comprehensive income”
inthe year; accordingly, a statement of comprehensive income has not been prepared.
The financial statements on pages 145 to 148 were approved by the Board of Directors
on 13 March 2026 and signed on its behalf by:
Leigh Wilcox
Chief Financial Officer
Company balance sheet
as at 31 December 2025
Company statement of changes in equity
for the year ended 31 December 2025
Attributable to the owners of the parent
Called up
share capital
£’000
Retained
earnings
£’000
Total
£’000
At 1 January 2024 127 119,565 119,692
Profit for the year — 1,669 1,669
Total comprehensive income — 1,669 1,669
Share-based payment charge — 440 440
Dividends paid (note 8) — (9,806) (9,806)
At 31 December 2024 127 111,868 111,995
Profit for the year — 9,692 9,692
Total comprehensive income — 9,692 9,692
Share-based payment charge — 704 704
Dividends paid (note 8) — (9,998) (9,998)
At 31 December 2025 127 112,266 112,393
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 145
Notes to the Company financial statements
for the year ended 31 December 2025
1 Corporate information
The corporate information of the Company is disclosed in note 1 of the consolidated
financial statements.
2 Basis of preparation
The financial statements have been prepared on a going concern basis under the
historical cost convention and in accordance with United Kingdom Generally Accepted
Accounting Policy (Financial Reporting Standard 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland (“FRS 102”)) in conformity with the
requirements of the Companies Act 2006.
The Company has taken advantage of the following disclosure exemptions permitted
byFRS 102:
• the requirements of section 7 Statement of Cash Flows and section 3 Financial
Statement Presentation, paragraph 3.17(d);
• the requirements of section 11 Financial Instruments, paragraphs 11.42, 11.44,
11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); and
• the requirements of section 33 Related Party Disclosures, paragraph 33.7.
The Company financial statements are presented in GB Pounds and all values are
rounded to the nearest thousand (£’000), except when otherwise indicated.
In preparing these financial statements on the going concern basis, the Directors have
considered the Company’s current and future prospects and its availability of cash
resources and financing and the Group’s financial position. The Company is directly
impacted by the Group’s going concern position which is as follows:
The Group meets its day-to-day working capital requirements through bank loan facilities
which are in place up to December 2028, comprising a £76.027 million revolving credit
facility and a €28.346 million term loan facility. At the year-end date, the whole term loan
was drawn along with £45.397 million of the revolving credit. The remainder of the facility
and significant cash balances of £18.978 million were available to enable day-to-day
working capital requirements to be met.
As part of its year-end review, management has performed a detailed going concern
review, based on severe but plausible conditions, looking at the Group’s liquidity and
banking covenant compliance, and examining expected future performance. Based on
the output of this going concern review, management has concluded that the Group will
be able to continue to operate within its existing facilities for a period of at least twelve
months after the date of signing the financial statements and as such the financial
statements have been prepared on a going concern basis.
Details of the Group’s going concern assessment can be found in the Strategic Report on
pages 54 and 55.
3 Summary of significant accounting policies
The accounting policies outlined below have been applied consistently, other than where
new policies have been adopted.
The policies applied by the Company are consistent with those set out in note 4 to the
consolidated financial statements.
The following additional policies are also relevant to the Company financial statements.
A. Investments
Investments are stated at cost less any provision for impairment.
B. Share-based payments
The Company provides benefits to certain employees (including Executive Directors) in
the form of share-based payment transactions, whereby employees render services as
consideration in exchange for equity instruments (equity-settled transactions). Further
details of the share-based payments accounting policy can be found in note 12 of the
consolidated financial statements.
C. Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue
of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
4 Summary of significant accounting judgements, estimates
andassumptions
The following judgements have had the most significant effect on amounts recognised
inthe financial statements:
Investments
The Company assesses, at each reporting date, whether there is an indication that any
investment may be impaired. If any indication exists, or when annual impairment testing
for an investment is required, the Company estimates the investment’s recoverable
amount. In assessing an investment’s recoverable amount, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time.
5 Employee benefit expense
The Company does not have any employees, other than Directors, and does not have
anyemployee benefit expenses.
Stelrad Group plc Annual Report 2025146
6 Directors’ remuneration
The Directors of the Company are also directors of fellow subsidiary undertakings. The
Directors received remuneration which was paid by a fellow subsidiary undertaking and
not recharged to the Company. These emoluments are disclosed in the Group Directors’
remuneration note (note 11) of the consolidated financial statements and the Directors’
Remuneration Report on pages 79 to 96.
7 Auditors’ remuneration
The Company has incurred audit fees of £8,000 (2024: £8,000) which are borne by
Stelrad Management Limited.
8 Dividends
See note 17 of the consolidated financial statements for further detail of the dividends
ofthe Company.
9 Investments
£’000
At 31 December 2024 and 31 December 2025 115,908
As the Company is reporting under FRS 102, under section 615 of the Companies Act
2006, the Company opted to record its investment in the shares acquired at an amount
equal to the aggregate share capital only.
A list of the Company’s investments in subsidiary undertakings can be found in note 12.
10 Amounts due to subsidiary undertakings
2025
£’000
2024
£’000
Amounts due to subsidiary undertakings 3,515 3,913
The amounts due to subsidiary undertakings are repayable on demand. No interest is
charged on amounts due to subsidiary undertakings.
11 Called up share capital
2025
Number
2025
£
2024
Number
2024
£
Authorised, called up and fully paid
Ordinary shares of £0.001 each 127,352,555 127,353 127,352,555 127,353
127,352,555 127,353 127,352,555 127,353
See note 26 of the consolidated financial statements for further detail of the called up
share capital of the Company.
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 147
Notes to the Company financial statements continued
for the year ended 31 December 2025
12 Subsidiary undertakings
The registered address and principal place of business of each subsidiary undertaking are shown in the footnotes below the table. The financial performance and financial position of
these undertakings are included in the consolidated financial statements:
Voting rights held
Name of company
Country of
incorporation Holding
2025
%
2024
% Nature of business
Stelrad Radiator Group Limited
(1)
United Kingdom Ordinary 100 100 Holding company
*Stelrad Radiator Holdings Limited
(1)
United Kingdom Ordinary 100 100 Holding company
*Stelrad Management Limited
(1)
United Kingdom Ordinary 100 100 Management services
*Stelrad Limited
(1)
United Kingdom Ordinary 100 100 Radiator manufacturer
*Caradon Polska Sp ZOO
(2)
Poland Ordinary 100 100 Radiator distributor
*Caradon Stelrad B.V.
(3)
The Netherlands Ordinary 100 100 Radiator manufacturer
*Henrad NV
(4)
Belgium Ordinary 100 100 Radiator distributor
*Termo Teknik Holdings Limited
(1)
United Kingdom Ordinary 100 100 Holding company
*Termo Teknik Ticaret ve Sanayi A.S.
(5)
Turkey Ordinary 100 100 Radiator manufacturer
*Caradon Heating CZ SRO
(6)
Czech Republic Ordinary 100 100 Radiator distributor
*Hudevad Radiator Design A/S
(7)
Denmark Ordinary 100 100 Radiator distributor
Noosa Holdings Jersey Limited
(8)
Jersey Ordinary 100 100 Dormant
*Radiators SpA
(9)
Italy Ordinary 100 100 Radiator manufacturer
* Held by subsidiary companies.
(1) Registered office is 69–75 Side, Newcastle upon Tyne, Tyne and Wear NE1 3JE, United Kingdom.
(2) Registered office is Zakliki Z Mydlnik Street, no. 16, 30–198 Kraków, Poland.
(3) Registered office is Kathagen 30, 6361 HG, Nuth, The Netherlands.
(4) Registered office is Welvaartstraat (HRT) 14 Map box 6, 2200 Herentals, Belgium.
(5) Registered office is Eski Buyukdere Caddesi, Park Plaza Bina No: 14 Kat: 7, 34467 Sariyer, Istanbul, Turkey.
(6) Registered office is Ostrava-Slezská-Ostrava, Hradní 27/37, PSČ 710 00, Czech Republic.
(7) Registered office is Ambolten 37, Kolding 6000, Denmark.
(8) Registered office is 15 Esplanade, St Helier JE1 1RB, Jersey.
(9) Registered office is Strada Statale, 54 Km 21 Snc, Moimacco (UD), Italy.
The dormant subsidiaries of the Group, which are held indirectly, comprise: Woolamai Group UK Limited and Henrad (UK) Limited. Both are incorporated in the UK
(1)
and 100% of the
ordinary shares are owned.
Stelrad Group plc Annual Report 2025148
Financial metrics
Adjusted cash flow from operations: Cash flow from
operations before exceptional items and the impact of
exceptional items on working capital.
Adjusted EPS: Adjusted earnings per share is calculated
on adjusted profit for the year divided by the weighted
average number of shares in issue.
Adjusted operating profit: Operating profit before
exceptional items, amortisation of customer relationships,
foreign exchange differences (until 31 December 2022)
and the impact of IAS 29 (until 31 December 2022).
Adjusted profit for the year: Earnings before exceptional
items, amortisation of customer relationships, foreign
exchange differences (until 31 December 2022),
the impact of IAS 29 (until 31 December 2022) and
tax thereon.
Business capital employed: The sum of property, plant
and equipment, technology and software costs, trade
and other receivables, inventories, other current financial
assets, provisions, net employee defined benefit liabilities,
trade and other payables and other current financial
liabilities.
CAGR: Compound annual growth rate.
Cash flow from operations: EBITDA, less exceptional
items, plus or minus movements in operating working
capital, less share-based payment expense, less net
investments in property, plant and equipment, less
technology and software costs, less finance lease
payments.
Cash flow from operations conversion: Calculated
by dividing cash flow from operations by adjusted
operating profit.
Contribution: Revenue from sale of the Group’s products
less any cost of direct materials, variable distribution
costs, variable selling costs, direct labour costs and other
variable costs.
Debt leverage ratio: Calculated by dividing net debt
by EBITDA.
Debt leverage ratio before lease liabilities: Calculated
by dividing net debt before lease liabilities by EBITDA.
EBITDA: Profit before interest, taxation, depreciation,
amortisation, exceptional items, foreign exchange
differences (until 31 December 2022) and the impact of
IAS 29 (until 31 December 2022).
Free cash flow: Cash flow from operations less tax paid
less net interest paid.
Net debt: The sum of revolving credit facilities, term loan
and lease liabilities net of cash.
Return on capital employed: Adjusted operating profit
as a percentage of business capital employed.
RMI: Repair, maintenance and improvement activities.
Sustainability metrics
% of suppliers with up-to-date audits: The proportion
of suppliers who have been the subject of an audit within
agreed timescales – one year for the most important
category of supplier and two years for the second most
important category.
% of managerial positions held by women: The
percentage of departmental, operational or shift
managers that are female.
Energy from renewable sources: The percentage of
energy used by the business that comes from renewable
sources, either through self-generation of energy or
supported by Guarantee of Origin certificates or similar.
Fatality rate: The number of fatalities reported due
to work-related injury or illness for every 1,000,000
hours worked.
Lost time frequency rate: The number of lost time
incidents for every 1,000,000 hours worked.
Lost time severity rate: The number of days lost due
to incidents over the year per 200,000 working hours.
Market-based Scope 1 and 2 emissions intensity:
Greenhouse gas emissions from operations, shown
as tonnes of carbon dioxide equivalent per tonne of
product produced. A market-based calculation shows the
emissions from the generators from which the reporter
contractually purchases electricity and/or contractual
instruments, rather than a statistical average for the
location of operations.
Plastic packaging intensity: The weight of plastic used in
our packaging divided by the weight of product produced.
Shown as kilograms of plastic per tonne of product.
Recycled content of packaging material used: A
weighted average based on material usage of the recycled
content included in our packaging material.
Total market-based Scope 1 and 2 emissions: The total
emissions of greenhouse gases from operations, shown as
tonnes of carbon dioxide equivalent.
Total recordable incident rate: The number of recordable
incidents, including those that result in time lost, for every
200,000 hours worked.
Total Scope 3 emissions: Greenhouse gases emitted
from 15 categories of activity that take place within the
supply chain, excluding our operations.
Training days per employee: The total number of days
utilised for training divided by the average number of
employees during the year.
Voluntary labour turnover rate: Shows the number of
employees who voluntarily left during the year divided
by the average number of employees during the year.
Glossary of terms
STRATEGIC REPORT
GOVERNANCE REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Stelrad Group plc Annual Report 2025 149
Registered office
Stelrad Group plc
69–75 Side
Newcastle upon Tyne
Tyne and Wear
NE1 3JE
Shareholder enquiries: investorrelations@stelrad.com
Tel: +44 (0) 191 261 3301
Website: www.stelradplc.com
Registered in England and Wales
Company number: 13670010
Company Secretary
Richard Johnston ACG
69–75 Side
Newcastle upon Tyne
Tyne and Wear
NE1 3JE
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Tel: +44 (0) 370 702 0003
External independent auditors
PricewaterhouseCoopers LLP
Central Square South
Orchard Street
Newcastle upon Tyne
NE1 3AZ
Corporate broker
Investec Bank plc
30 Gresham Street
London
EC2V 7QN
Singer Capital Markets
1 Bartholomew Lane
London
EC2N 2AX
Legal adviser
Clifford Chance
10 Upper Bank Street
London
E14 5JJ
Financial PR adviser
Sodali & Co
The Leadenhall Building
122 Leadenhall Street
London
EC3V 4AB
Tel: +44 (0) 7855 432 699
Media enquiries: stelrad@sodali.com
Principal bankers
National Westminster Bank plc
16 Northumberland Street
Newcastle upon Tyne
NE1 7EL
Barclays Bank PLC
1 Churchill Place
London
E14 5HP
Shareholder information
Stelrad Group plc Annual Report 2025150
Stelrad Group plc’s commitment to environmental issues is
reflected in this Annual Report, which has been printed on
Respecta Satin, an FSC
®
certified material. This document was
printed by Opal X using its environmental print technology, which
minimises the impact of printing on the environment, with 99%
of dry waste diverted from landfill. Both the printer and the paper
mill are registered to ISO 14001.
Produced by Design Portfolio
www.design-portfolio.co.uk
Stelrad Group plc
69–75 Side
Newcastle upon Tyne
Tyne and Wear
NE1 3JE
Stelrad Group plc Annual Report 2025
Stelrad Group plc’s commitment to environmental issues is
reflected in this Annual Report, which has been printed on
Respecta Satin, an FSC
®
certified material. This document was
printed by Opal X using its environmental print technology, which
minimises the impact of printing on the environment, with 99%
of dry waste diverted from landfill. Both the printer and the paper
mill are registered to ISO 14001.
Produced by Design Portfolio
www.design-portfolio.co.uk
Stelrad Group plc
69–75 Side
Newcastle upon Tyne
Tyne and Wear
NE1 3JE
Stelrad Group plc Annual Report 2025